Reliance Global Group, Inc. (NasdaqCM:RELI) acquired J.P. Kush and Associates, Inc. for $2.6 million on May 1, 2021. The acquisition price was $1.95 million which includes an upfront cash provided by the Company in the amount of $1.9 million and shares of restricted Company common stock with a value of $0.05 million. Earn-Out Payment 1 and Bonus Shares. If the NPLR for Year 1 is equal to or greater than Six Hundred Fifty Thousand 00/100 Dollars ($650,000) (the “Year 1 Benchmark”), Purchaser shall pay to Owner an earm-out amount equal to two and one half (2.5) times the amount of NPLR in excess of the Year 1 Benchmark (the “Earn-Out Amount 1”). Seventy-five percent (75%) of Earn-Out Amount | shall be paid to Owner in cash, with the remaining balance paid in form of restricted shares of common stock in RELI (the *Earn-Out Shares 1”). The Earn Out Shares 1 shall be valued based on the closing price on the NASDAQ Stock Market on April 30. 20. In addition to Earn-Out Amount 1. if the NPLR for Year 1 exceeds Nine Hundred Thousand Dollars ($900,000). then Purchaser shall pay to Owner additional restricted shares of common stock in RELI equal to Fifty Thousand Dollars ($50,000) (the “Bonus Shares”). The Bonus Shares shall be valued based on the closing price on the NASDAQ Stock Market on April 30, 2022. The resale of the Earn-Out Shares 1 and Bonus Shares shall be restricted for a period of six (6) months. Earn-Out Payment 2. If the NPLR for Year 2 is equal to or greater than the greater of the Benchmark or NPLR in Year 1 (the “Year 2 Benchmark”). Purchaser shall pay to Owner an eamn-out amount equal to two and one half (2.5) times the amount of NPLR in excess of the Year 2 Benchmark (the “Earn-Out Amount 2”). Seventy-five percent (75%) of Earn-Out Amount 2 shall be paid to Owner in cash, with the remaining balance paid in form of restricted shares of common stock in RELI (the “Earn-Out Shares 2°). The Eam-Out Shares 2 shall be valued based on the closing price on the NASDAQ Stock Market on April 30, 2023. The resale of the Earn-Out Shares 2 shall be restricted for a period of six (6) months. Earn-Out Payment 3. If the NPLR for Year 3 is equal to or greater than the greater of the Benchmark or NPLR in Year 2 (the “Year 3 Benchmark.” and together with the Year 1 Benchmark and the Year 2 Benchmark, the “Benchmarks”), Purchaser shall pay to Owner an earn-out amount equal to two and one half (2.5) times the amount of NPLR in excess of the Year 3 Benchmark (the “Earn-Out Amount 3”). Seventy-five percent (75%) of Earn-Out Amount 3 shall be paid to Owner in cash, with the remaining balance paid in form of restricted shares of common stock in RELI (the “Earn-Out Shares 3.” and together with Earn-Out Shares 2 and Earn-Out Shares 3, “Earn-Out Shares. The Earn-Out Shares 3 shall be valued based on the closing price on the NASDAQ Stock Market on April 30. 2024. The resale of the Earn-Out Shares 3 shall be restricted for a period of six (6) months. The purchase has been funded through a combination of cash, restricted stock and an earnout. J.P. Kush generated revenue of more than $1.1 million over the trailing twelve months with mid-double digit operating margins. J.P. Kush’s founder, Joshua Kushnereit, will become part of the Reliance Global family as Chief Operating Officer of the new Kush Benefits Solutions, LLC, which is now a wholly owned subsidiary of Reliance Global Group, Inc. The transaction has the potential to be highly accretive. William B. Helbling and David M. Mosier of Knox McLaughlin Gornall & Sennett, P.C. acted as legal advisor to Yaakov Beyman and Erie A. Zacks and Thomas Kelly of Wolfson Bolton PLLC acted as legal advisor to Joshua Kushnerett. OPTIS Partners LLC acted as financial advisor to Reliance Global Group, Inc. Reliance Global Group, Inc. (NasdaqCM:RELI) completed the acquisition of J.P. Kush and Associates, Inc. on May 1, 2021.