8-K
Reliance Global Group, Inc. (EZRA)
8-K
2024-01-31
For: 2024-01-25
View Original
Added on
April 10, 2026
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest reported): January 25, 2024
RelianceGlobal Group, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 001-40020 | 46-3390293 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> Incorporation) | File<br> Number) | Identification<br> Number) |
300Blvd. of the Americas, Suite 105, Lakewood, NJ 08701
(Address of principal executive offices)
(732)380-4600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of Each Class | Trading<br> Symbol(s) | Name<br> of Each Exchange on which Registered |
|---|---|---|
| Common<br> Stock, $0.086 par value per share | RELI | The<br> Nasdaq Stock Market LLC<br><br> <br>(The<br> Nasdaq Capital Market) |
| Series<br> A Warrants to purchase shares of Common Stock, par value $0.086 per share | RELIW | The<br> Nasdaq Stock Market LLC<br><br> <br>(The<br> Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
On January 25, 2024, Reliance Global Group, Inc. (the “Company”) entered into an Executive Employment Agreement (the “Agreement”) with Ezra Beyman to serve the Company’s Chief Executive Officer. Mr. Beyman has served as the Company’s Chief Executive Officer, and Chairman of the Company’s Board of Directors, since 2018. Under the Agreement, Mr. Beyman will receive a base salary of $425,000 and receive an equity award every year on the first day of the annual term (the “Annual Equity Award”). Pursuant to the terms of the Agreement, Mr. Beyman also is eligible for discretionary bonuses as determined by the Board of Directors.
Pursuant to the terms of the Agreement, the Annual Equity Award will be a number of shares of the Company’s common stock in an amount equal in value to 50% of his then-applicable base salary. The value of the common stock in the Annual Equity Award will be determined by the Company’s Compensation Committee of the Board, will be granted pursuant to the Company’s 2023 Equity Incentive Plan, or any renewal or replacement thereof (the “Plan”), and will be fully vested upon issuance. Any Annual Equity Award will only be deemed earned, due and payable pursuant to there being sufficient available share capacity (determined by the Compensation Committee) in the Plan.
The Agreement has an initial term of two years, and provides that the term will be automatically extended for another two-year term, unless either the Company or Mr. Beyman provides notice to the other of their desire to not so renew the initial term or renewal term (as applicable) at least 30 days prior to the expiration of then-current initial term or renewal term (as applicable). Mr. Beyman’s employment is “at will” meaning that either Mr. Beyman or the Company may terminate his employment at any time and for any reason, subject to the other provisions of the Agreement.
The Agreement may be terminated by the Company, either with or without “Cause” (as such term is defined in the Agreement), or by Mr. Beyman, either with or without “Good Reason” (as such term is defined in the Agreement). The effects of a termination are as set forth in the Agreement.
The Agreement contains customary confidentiality provisions, and customary provisions related to Company ownership of intellectual property conceived or made by Mr. Beyman in connection with the performance of his duties under the Agreement (i.e., a “work-for-hire” provision).
The Agreement also contains a customary three-year non-solicitation provision.
The Agreement contains customary representations and warranties by Mr. Beyman, relating to the Agreement, and any securities of the Company that may be issued to Mr. Beyman, and contains other customary miscellaneous provisions relating to waivers, assignments, third party rights, survival of provisions following termination, severability, notices, waiver of jury trials and other provisions.
The Agreement is governed by and construed and enforced in accordance with the substantive and procedural laws of the State of Florida. The Agreement provides that all disputes under the Agreement will be resolved by arbitration, but that in the event any legal proceedings are brought, the parties agree to bring such proceedings in New Jersey.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are attached to this Current Report on Form 8-K:
| Exhibit No. | Exhibit Description |
|---|---|
| 10.1 | Executive Employment Agreement, dated January 25, 2024, between the Company and Ezra Beyman. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Reliance Global Group, Inc. | ||
|---|---|---|
| Dated:<br> January 31, 2024 | By: | /s/ Joel Markovits |
| Joel<br> Markovits | ||
| Chief<br> Financial Officer |
Exhibit10.1
ExecutiveEmployment Agreement
Dated as of January 22, 2024
This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Reliance Global Group, Inc., a Florida corporation (the “Company”) and Ezra Beyman (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
WHEREAS, the Company has engaged the Executive as the Chief Executive Officer of the Company, and the Parties desire to enter into this Agreement to set forth the ongoing terms of such engagement, and the Executive desires to continue to serve in such capacities on behalf of the Company, in each case subject to the terms and conditions herein;
NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:
| 1. | Employment. |
|---|---|
| (a) | Term.<br> The term of this Agreement (the “Initial Term”) shall begin as of the Effective<br> Date and shall end on the earlier of (i) the second (2^nd^) anniversary of the Effective<br> Date and (ii) the time of the termination of the Executive’s employment in accordance<br> with Section 3. The Initial Term and any Renewal Term (as defined below) shall automatically<br> be extended for one or more additional terms of two (2) years each (each a “Renewal<br> Term” and together with the Initial Term, the “Term”), unless either the<br> Company or Executive provides notice to the other Party of their desire to not so renew the<br> Initial Term or Renewal Term (as applicable) at least thirty (30) days prior to the expiration<br> of the then-current Initial Term or Renewal Term, as applicable. Executive’s employment<br> with the Company shall be “at will,” meaning that either Executive or the Company<br> may terminate Executive’s employment at any time and for any reason, subject to Section<br> 3. Any contrary representations that may have been made to Executive are superseded by this<br> Agreement. |
| --- | --- |
| (b) | Duties.<br> The Company has appointed the Executive, and hereby confirms the appointment of the Executive,<br> and Executive shall serve as, the Chief Executive Officer of the Company and shall report<br> to the Board of Directors of the Company (the “Board”). The Executive shall have<br> such duties and responsibilities as are consistent with Executive’s position with the<br> Company. In addition, the Executive shall perform all other duties and accept all other responsibilities<br> incident to such position as may reasonably assigned to Executive by the Board. |
| --- | --- |
| 2. | Compensation<br> and Other Benefits. As compensation for the services to be rendered hereunder, during<br> the Term the Company shall pay to the Executive the salary and bonuses, and shall provide<br> the benefits, as set forth in this Section 2. |
| --- | --- |
| (a) | Base<br> Salary. The Company shall pay to the Executive an annual base salary of $425,000, payable<br> on a monthly basis commencing on the Effective Date (as the same may be adjusted herein,<br> the “Base Salary”). The Base Salary shall be paid in accordance with the Company’s<br> payroll policies. |
| --- | --- |
| (b) | Equity<br> Issuances. For each year of the Term, on the first business day of such Term, the Executive<br> shall be issued a number of shares of common stock, par value $0.086 per share (the “Common<br> Stock”) of the Company equal in value to 50% of the then-applicable Base Salary, with<br> the value of a share of Common Stock to be as determined, as of the date of such issuance,<br> by the Compensation Committee of the Board (each, an “Annual Equity Award”) pursuant<br> to the Company’s 2023 Equity Incentive Plan, or any renewal or replacement thereof<br> (the “Plan”), each of which Annual Equity Awards shall be fully vested on issuance.<br> Any Annual Equity Award will only be deemed earned, due and payable pursuant to there being<br> sufficient available share capacity (determined by the Compensation Committee) in the Plan.<br> Notwithstanding the foregoing, the Company’s obligations to make any Annual Equity<br> Award shall be subject to the condition that the Company shall have complied with the rules<br> and regulations of The NASDAQ Stock Market or any other securities exchange on which the<br> securities of the Company are listed. |
| --- | --- |
| (c) | Bonus.<br> The Executive shall be eligible to receive any discretionary bonuses as determined by the<br> Board. |
| --- | --- |
| (d) | Fringe<br> Benefits. During the Term, the Executive shall be entitled to fringe benefits consistent<br> with the practices of the Company, and to the extent the Company provides similar benefits<br> to the Company’s executive officers. |
| --- | --- |
| (e) | Business<br> Expenses. The Executive shall be entitled to reimbursement for all reasonable and necessary<br> out-of-pocket business, entertainment and travel expenses incurred by the Executive in connection<br> with the performance of Executive’s duties hereunder and in accordance with the Company’s<br> expense reimbursement policies and procedures. |
| --- | --- |
| 3. | Termination. |
| --- | --- |
| (a) | Definition<br> of Cause. For purposes hereof, “Cause” shall mean: |
| --- | --- |
| (i) | a<br> violation of any material rule or policy of the Company for which violation any employee<br> may be terminated pursuant to the policies of the Company reasonably applicable to an executive<br> officer; |
| --- | --- |
| (ii) | intentional<br> misconduct by the Executive to the material detriment of the Company; |
| --- | --- |
| (iii) | fraud<br> or defalcation against the Company (or a subsidiary or other Affiliate thereof); |
| --- | --- |
| (iv) | the<br> Executive’s conviction (by a court of competent jurisdiction, not subject to further<br> appeal) of, or pleading guilty to, a felony; |
| --- | --- |
| (v) | the<br> Executive’s gross negligence in the performance of Executive’s duties and responsibilities<br> to the Company as described in this Agreement; or |
| --- | --- |
| (vi) | the<br> Executive’s material failure to perform Executive’s duties and responsibilities<br> to the Company as described in this Agreement (other than any such failure resulting from<br> the Executive’s incapacity due to physical or mental illness or any such failure subsequent<br> to the Executive being delivered a notice of termination without Cause by the Company or<br> delivering a notice of termination for Good Reason to the Company), in either case after<br> written notice from the Board to the Executive of the specific nature of such material failure<br> and the Executive’s failure to cure such material failure within 10 days following<br> receipt of such notice. |
| --- | --- |
| (b) | Definition<br> of Good Reason. For purposes hereof, “Good Reason” shall mean: |
| --- | --- |
| (i) | at<br> any time following a Change of Control (as defined below), a material diminution by the Company<br> of compensation and benefits (taken as a whole) provided to the Executive immediately prior<br> to a Change of Control; |
| --- | --- |
| (ii) | a<br> reduction in Base Salary or target or maximum bonus, other than as part of an across-the-board<br> reduction in salaries of management personnel; |
| --- | --- |
| (iii) | the<br> relocation of the Executive’s principal office to a location more than 50 miles further<br> from the Executive’s principal office immediately prior to such relocation; or |
| --- | --- |
| (iv) | a<br> material breach by the Company of any of the terms and conditions of this Agreement which<br> the Company fails to correct within 10 days after the Company receives written notice from<br> Executive of such violation. |
| --- | --- |
| (c) | Definition<br> of Change of Control. A “Change of Control” shall be deemed to have occurred<br> if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under<br> the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities<br> representing more than 50% of the combined voting power of the Company is acquired by any<br> “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than<br> the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities<br> under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company<br> with or into another corporation where the shareholders of the Company, immediately prior<br> to the consolidation or merger, would not, immediately after the consolidation or merger,<br> beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly<br> or indirectly, shares representing in the aggregate 50% or more of the combined voting power<br> of the securities of the corporation issuing cash or securities in the consolidation or merger<br> (or of its ultimate parent corporation, if any) in substantially the same proportion as their<br> ownership of the Company immediately prior to such merger or consolidation, or (iii) the<br> sale or other disposition of all or substantially all of the Company’s assets to an<br> entity, other than a sale or disposition by the Company of all or substantially all of the<br> Company’s assets to an entity, at least 50% of the combined voting power of the voting<br> securities of which are owned directly or indirectly by shareholders of the Company, immediately<br> prior to the sale or disposition, in substantially the same proportion as their ownership<br> of the Company immediately prior to such sale or disposition. |
| --- | --- |
| (d) | Termination<br> by the Company. The Company may terminate the Term and Executive’s employment hereunder<br> at any time, with or without Cause, subject to the terms and conditions herein. |
| --- | --- |
| (i) | For<br> Cause. In the event that the Company terminates the Term or Executive’s employment<br> hereunder with Cause, then in such event, subject to Section 3(h), (i) the Company shall<br> pay to Executive any unpaid Base Salary and benefits then owed or accrued, and any unreimbursed<br> expenses, pursuant to the terms of Section 2(e), incurred by the Executive in each case through<br> the termination date, and each of which shall be paid within 10 days following the termination<br> date; (ii) any unvested portion of any equity granted to Executive hereunder or any other<br> agreements with the Company (collectively, the “Equity Grants”) shall immediately<br> be forfeited as of the termination date without any further action of the Parties; and (iii)<br> all of the Parties’ rights and obligations hereunder shall thereafter cease, other<br> than such rights or obligations which arose prior to the termination date or in connection<br> with such termination, and subject to Section 13. |
| --- | --- |
| (ii) | Without<br> Cause. In the event that the Company terminates the Term or Executive’s employment<br> hereunder without Cause, then in such event, subject to Section 3(h), (i) the Company shall<br> pay to Executive any Base Salary, bonuses, and benefits then owed or accrued, and any unreimbursed<br> expenses incurred by the Executive in each case through the termination date, and each of<br> which shall be paid within 10 days following the termination date; (ii) the Company shall<br> continue to pay to Executive, as severance pay, the Base Salary then in effect as of the<br> termination date for the 24 months following the termination date; (iii) any Equity Grant<br> already made to Executive shall, to the extent not already vested, be deemed automatically<br> vested; and (iv) all of the Parties’ rights and obligations hereunder shall thereafter<br> cease, other than such rights or obligations which arose prior to the termination date or<br> in connection with such termination, and subject to Section 13. |
| --- | --- |
| (e) | Termination<br> by the Executive. The Executive may terminate the Term and resign from Executive’s<br> employment hereunder at any time, with or without Good Reason. |
| --- | --- |
| (i) | With<br> Good Reason. In the event that Executive terminates the Term or resigns from Executive’s<br> employment hereunder with Good Reason, the Company shall pay to Executive the amounts, and<br> Executive shall, subject to Section 3(h), be entitled to such benefits (including without<br> limitation any vesting of unvested shares under any Equity Grant), that would have been payable<br> to Executive or which Executive would have received had the Term and Executive’s employment<br> been terminated by the Company without Cause pursuant to Section 3(d)(ii). |
| --- | --- |
| (ii) | Without<br> Good Reason. In the event that Executive terminates the Term or resigns from Executive’s<br> employment hereunder without Good Reason, the Company shall pay to Executive the amounts,<br> and Executive shall be entitled, subject to Section 3(h), to such benefits (including without<br> limitation any vesting of unvested shares under any Equity Grant), that would have been payable<br> to Executive or which Executive would have received had the Term and Executive’s employment<br> been terminated by the Company with Cause pursuant to Section 3(d)(i). |
| --- | --- |
| (f) | Termination<br> by Death or Disability. In the event of the Executive’s death or total disability<br> (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during<br> the Term, the Term and Executive’s employment shall terminate on the date of death<br> or total disability. In the event of such termination, the Company’s sole obligations<br> hereunder to the Executive (or the Executive’s estate) shall be for unpaid Base Salary,<br> accrued but unpaid bonus and benefits (then owed or accrued and owed in the future), a pro-rata<br> bonus for the year of termination based on the Executive’s target bonus for such year<br> and the portion of such year in which the Executive was employed, and reimbursement of expenses<br> pursuant to the terms hereon through the effective date of termination, each of which shall<br> be paid within 10 days following the date of the Executive’s termination, and any unvested<br> portion of any Equity Grants shall immediately be forfeited as of the termination date without<br> any further action of the Parties. |
| --- | --- |
| (g) | Non-Renewal.<br> In the event that the Term is not renewed by either Party pursuant to the provisions of Section<br> 1(a), any unvested portion of any Equity Grants shall immediately be forfeited as of the<br> expiration of the Term without any further action of the Parties. |
| --- | --- |
| (h) | Conflict.<br> In the event of a conflict between the terms and conditions herein and those in any other<br> agreement or contract between the Company and the Executive with respect to any Equity Grants<br> granted to Executive, the terms and conditions of such other agreement or contract shall<br> control. |
| --- | --- |
| 4. | Post-Termination<br> Assistance. Upon the Executive’s termination of employment with the Company, the<br> Executive agrees to fully cooperate in all matters relating to the winding up or pending<br> work on behalf of the Company and the orderly transfer of work to other employees of the<br> Company following any termination of the Executives’ employment. The Executive further<br> agrees that Executive will provide, upon reasonable notice, such information and assistance<br> to the Company as may reasonably be requested by the Company in connection with any audit,<br> governmental investigation, litigation, or other dispute in which the Company is or may become<br> a party and as to which the Executive has knowledge; provided, however, that (i) the Company<br> agrees to reimburse the Executive for any related out-of-pocket expenses, including travel<br> expenses, and (ii) any such assistance may not unreasonably interfere with Executive’s<br> then current employment. |
| --- | --- |
| 5. | Confidentiality |
| --- | --- |
| (a) | Definition. For purposes of this Agreement, “Confidential Information” shall mean all<br> Company Work Product (as hereinafter defined) and all non-public written, electronic, and<br> oral information or materials of Company communicated to or otherwise obtained by Executive<br> in connection with this Agreement, which is related to the products, business and activities<br> of Company, its Affiliates (as defined below), and subsidiaries, and their respective customers,<br> clients, suppliers, and other entities with which such party does business, including: (i)<br> all costing, pricing, technology, software, documentation, research, techniques, procedures,<br> processes, discoveries, inventions, methodologies, data, tools, templates, know how, intellectual<br> property and all other proprietary information of Company; (ii) the terms of this Agreement;<br> and (iii) any other information identified as confidential in writing by Company. Confidential<br> Information shall not include information that: (a) was lawfully known by Executive without<br> an obligation of confidentiality before its receipt from Company; (b) is independently developed<br> by Executive without reliance on or use of Confidential Information; (c) is or becomes publicly<br> available without a breach by Executive of this Agreement; or (d) is disclosed to Executive<br> by a third party which is not required to maintain its confidentiality. An “Affiliate”<br> of a Party shall mean any entity directly or indirectly controlling, controlled by, or under<br> common control with, such Party at any time during the Term for so long as such control exists. |
| --- | --- |
| (b) | Company<br> Ownership. Company shall retain all right, title, and interest to the Confidential Information,<br> including all copies thereof and all rights to patents, copyrights, trademarks, trade secrets<br> and other intellectual property rights inherent therein and appurtenant thereto. Subject<br> to the terms and conditions of this Agreement, Company hereby grants Executive a non-exclusive,<br> non-transferable, license during the Term to use any Confidential Information solely to the<br> extent that such Confidential Information is necessary for the performance of Executive’s<br> duties hereunder. Executive shall not, by virtue of this Agreement or otherwise, acquire<br> any proprietary rights whatsoever in Confidential Information, which shall be the sole and<br> exclusive property and confidential information of Company. No identifying marks, copyright<br> or proprietary right notices may be deleted from any copy of Confidential Information. Nothing<br> contained herein shall be construed to limit the rights of Company from performing similar<br> services for, or delivering the same or similar deliverable to, third parties using the Confidential<br> Information and/or using the same personnel to provide any such services or deliverables. |
| --- | --- |
| (c) | Confidentiality<br> Obligations. Executive agrees to hold the Confidential Information in confidence and<br> not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose<br> such Confidential Information to any person or entity or to use the Confidential Information<br> for any purposes whatsoever, without the express written permission of Company, other than<br> disclosure to Executive’s, partners, principals, directors, officers, employees, subcontractors<br> and agents on a “need-to-know” basis as reasonably required for the performance<br> of Executive’s obligations hereunder or as otherwise agreed to herein. Executive shall<br> be responsible to Company for any violation of this Section 5 by Executive’s employees,<br> subcontractors, and agents. Executive shall maintain the Confidential Information with the<br> same degree of care, but no less than a reasonable degree of care, as Executive employs concerning<br> its own information of like kind and character. |
| --- | --- |
| (d) | Required<br> Disclosure. If Executive is requested to disclose any of the Confidential Information<br> as part of an administrative or judicial proceeding, Executive shall, to the extent permitted<br> by applicable law, promptly notify Company of that request and cooperate with Company, at<br> Company’s expense, in seeking a protective order or similar confidential treatment<br> for the Confidential Information. If no protective order or other confidential treatment<br> is obtained, Executive shall disclose only that portion of Confidential Information which<br> is legally required and will exercise all reasonable efforts to obtain reliable assurances<br> that confidential treatment will be accorded the Confidential Information which is required<br> to be disclosed. |
| --- | --- |
| (e) | Enforcement. Executive<br> acknowledges that the Confidential Information is unique and valuable, and that remedies at law will be inadequate to protect<br> Company from any actual or threatened breach of this Section 5 by Executive and that any such breach would cause irreparable and<br> continuing injury to Company. Therefore, Executive agrees that Company shall be entitled to seek equitable relief with respect to<br> the enforcement of this Section 5 without any requirement to post a bond, including, without limitation, injunction and specific<br> performance, without proof of actual damages or exhausting other remedies, in addition to all other remedies available to Company at<br> law or in equity. For greater clarity, in the event of a breach or threatened breach by Executive of any of the provisions of this<br> Section 5, in addition to and not in limitation of any other rights, remedies or damages available at law or in equity, Company<br> shall be entitled to a permanent injunction or other like remedy in order to prevent or restrain any such breach or threatened<br> breach by Executive, and Executive agrees that an interim injunction may be granted against Executive immediately on the<br> commencement of any action, claim, suit or proceeding by Company to enforce the provisions of this Section 5, and Executive further<br> irrevocably consents to the granting of any such interim or permanent injunction or any like remedy. If any action at law or in<br> equity is necessary to enforce the terms of this Section 5, Executive, if it is determined to be at fault, shall pay Company’s<br> reasonable legal fees and expenses on a substantial indemnity basis. |
| --- | --- |
| (f) | Related<br> Duties. Executive shall: (i) promptly deliver to Company upon Company’s request<br> all materials in Executive’s possession which contain Confidential Information; (ii)<br> use its best efforts to prevent any unauthorized use or disclosure of the Confidential Information;<br> (iii) notify Company in writing immediately upon discovery of any such unauthorized use or<br> disclosure; and (iv) cooperate in every reasonable way to regain possession of any Confidential<br> Information and to prevent further unauthorized use and disclosure thereof. |
| --- | --- |
| (g) | Legal<br> Exceptions. Further notwithstanding the foregoing provisions of this Section 5, Executive<br> may disclose confidential information as may be expressly required by law, governmental rule,<br> regulation, executive order, court order, or in connection with a dispute between the Parties;<br> provided that prior to making any such disclosure, subject to applicable law, Executive shall<br> use its best efforts to: (i) provide Company with at least fifteen (15) days’ prior<br> written notice setting forth with specificity the reason(s) for such disclosure, supporting<br> documentation therefor, and the circumstances giving rise thereto; and (ii) limit the scope<br> and duration of such disclosure to the strictest possible extent. |
| --- | --- |
| (h) | Limitation. Except as specifically set forth herein, no licenses or rights under any patent, copyright,<br> trademark, or trade secret are granted by Company to Executive hereunder, or are to be implied<br> by this Agreement. Except for the restrictions on use and disclosure of Confidential Information<br> imposed in this Agreement, no obligation of any kind is assumed or implied against either<br> Party or their Affiliates by virtue of meetings or conversations between the Parties hereto<br> with respect to the subject matter stated above or with respect to the exchange of Confidential<br> Information. Each Party further acknowledges that this Agreement and any meetings and communications<br> of the Parties and their affiliates relating to the same subject matter shall not: (i) constitute<br> an offer, request, invitation or contract with the other Party to engage in any research,<br> development or other work; (ii) constitute an offer, request, invitation or contract involving<br> a buyer-seller relationship, joint venture, teaming or partnership relationship between the<br> Parties and their affiliates; or (iii) constitute a representation, warranty, assurance,<br> guarantee or inducement with respect to the accuracy or completeness of any Confidential<br> Information or the non-infringement of the rights of third persons. |
| --- | --- |
| 6. | Intellectual<br> Property Rights. |
| --- | --- |
| (a) | Disclosure<br> of Work Product. As used in this Agreement, the term “Work Product” means<br> any invention, whether or not patentable, know-how, designs, mask works, trademarks, formulae,<br> processes, manufacturing techniques, trade secrets, ideas, artwork, software or any copyrightable<br> or patentable works. Executive agrees to disclose promptly in writing to Company, or any<br> person designated by Company, all Work Product that is solely or jointly conceived, made,<br> reduced to practice, or learned by Executive in the course of any work performed for Company<br> (“Company Work Product”). Executive agrees (a) to use Executive’s best<br> efforts to maintain such Company Work Product in trust and strict confidence; (b) not to<br> use Company Work Product in any manner or for any purpose not expressly set forth in this<br> Agreement; and (c) not to disclose any such Company Work Product to any third party without<br> first obtaining Company’s express written consent on a case-by-case basis. |
| --- | --- |
| (b) | Ownership<br> of Company Work Product. Executive agrees that any and all Company Work Product conceived,<br> written, created or first reduced to practice in the performance of work under this Agreement<br> shall be deemed “work for hire” under applicable law and shall be the sole and<br> exclusive property of Company. |
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| (c) | Assignment<br> of Company Work Product. Executive irrevocably assigns to Company all right, title and<br> interest worldwide in and to the Company Work Product and all applicable intellectual property<br> rights related to the Company Work Product, including without limitation, copyrights, trademarks,<br> trade secrets, patents, moral rights, contract and licensing rights (the “Proprietary<br> Rights”). Except as set forth below, Executive retains no rights to use the Company<br> Work Product and agrees not to challenge the validity of Company’s ownership in the<br> Company Work Product. Executive hereby grants to Company a perpetual, non-exclusive, fully<br> paid-up, royalty-free, irrevocable and world-wide right, with rights to sublicense through<br> multiple tiers of sublicensees, to reproduce, make derivative works of, publicly perform,<br> and display in any form or medium whether now known or later developed, distribute, make,<br> use and sell any and all Executive owned or controlled Work Product or technology that Executive<br> uses to complete the services and which is necessary for Company to use or exploit the Company<br> Work Product. |
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| (d) | Assistance. Executive agrees to cooperate with Company or its designee(s), both during and after<br> the Term, in the procurement and maintenance of Company’s rights in Company Work Product<br> and to execute, when requested, any other documents deemed necessary by Company to carry<br> out the purpose of this Agreement. Executive will assist Company in every proper way to obtain,<br> and from time to time enforce, United States and foreign Proprietary Rights relating to Company<br> Work Product in any and all countries. Executive’s obligation to assist Company with<br> respect to Proprietary Rights relating to such Company Work Product in any and all countries<br> shall continue beyond the termination of this Agreement, but Company shall compensate Executive<br> at a reasonable rate to be mutually agreed upon after such termination for the time actually<br> spent by Executive at Company’s request on such assistance. |
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| (e) | Execution<br> of Documents. In the event Company is unable for any reason, after reasonable effort,<br> to secure Executive’s signature on any document requested by Company pursuant to this<br> Section 6 within seven (7) days of the Company’s initial request to Executive, Executive<br> hereby irrevocably designates and appoints Company and its duly authorized officers and agents<br> as its agent and attorney in fact, which appointment is coupled with an interest, to act<br> for and on its behalf solely to execute, verify and file any such documents and to do all<br> other lawfully permitted acts to further the purposes of this Section 6 with the same legal<br> force and effect as if executed by Executive. Executive hereby waives and quitclaims to Company<br> any and all claims, of any nature whatsoever, which Executive now or may hereafter have for<br> infringement of any Proprietary Rights assignable hereunder to Company. |
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| (f) | Executive<br> Representations and Warranties. Executive hereby represents and warrants that: (i) Company<br> Work Product will be an original work of Executive or all applicable third parties will have<br> executed assignments of rights reasonably acceptable to Company; (ii) neither the Company<br> Work Product nor any element thereof will infringe the intellectual property rights of any<br> third party; (iii) neither the Company Work Product nor any element thereof will be subject<br> to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances<br> or encroachments; (iv) Executive will not grant, directly or indirectly, any rights or interest<br> whatsoever in the Company Work Product to any third party; (v) Executive has full right and<br> power to enter into and perform Executive’s obligations under this Agreement without<br> the consent of any third party; (vi) Executive will use best efforts to prevent injury to<br> any person (including employees of Company) or damage to property (including Company’s<br> property) during the Term; and (vii) should Company permit Executive to use any of Company’s<br> equipment, tools, or facilities during the Term, such permission shall be gratuitous and<br> Executive shall be responsible for any injury to any person (including death) or damage to<br> property (including Company’s property) arising out of use of such equipment, tools<br> or facilities. |
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| 7. | Non-Solicitation |
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| (a) | Existing<br> Business Interests. The Parties acknowledge that the Company is engaged in the various<br> business as disclosed to the Executive (together with such other activities as may be engaged<br> in from time to time, the “Existing Business”). As part of this Existing Business,<br> Company has developed and continues to develop Confidential Information regarding the operation<br> of such business. In addition, Company has developed and continues to develop substantial<br> relationships with existing and prospective clients, accounts, suppliers and others, as well<br> as goodwill associated with these relationships and business. These relationships are a substantial<br> business asset owned by, and proprietary to, Company and are integral to Company’s<br> Existing Business and continued operation. |
|---|---|
| (b) | Developing<br> Business Interests. The Company also is engaged in expanding its business by developing<br> new business concepts and services (the “Developing Business”). As part of this<br> Developing Business, the Company has developed<br> and continues to develop Confidential Information related thereto, valuable relationships<br> with prospective and existing clients, accounts, suppliers and others, and continues to create<br> goodwill associated with these relationships and business. The Developing Business is a substantial<br> business asset owned by, and proprietary to, the Company. |
| --- | --- |
| (c) | Other<br> Legitimate Business Interests. In addition to the Existing Business and the Developing<br> Business, Company has other legitimate business interests which are necessary to protect<br> through the provisions of this Section 7, which Executive acknowledges include, but<br> are not limited to the following (collectively the “Other Legitimate Business Interests”): |
| --- | --- |
| (i) | The<br> Company has expended considerable resources in developing relationships with its suppliers,<br> clients and customers; |
| --- | --- |
| (ii) | The<br> Company has expended considerable resources to recruit and hire vendors and/or employees<br> who could perform services for Company; |
| --- | --- |
| (iii) | Executive<br> may, through the contractual relationship set forth herein, develop a substantial relationship<br> with Company’s existing or potential clients, including but not limited to being the<br> sole or primary contact between Company and its clients and principals; and |
| --- | --- |
| (iv) | The<br> relationship between Company and its clients and principals will depend on the quality and<br> quantity of the services Executive performs for Company. |
| --- | --- |
| (d) | Acknowledgement<br> of Company’s Right to Protection of Business Interests. Executive acknowledges<br> and agrees that Company desires, is entitled to, and deserves, protection<br> of its legitimate business interests associated with the Existing Business, the Developing<br> Business and the Other Legitimate Business Interests. Accordingly, Executive agrees to the<br> restrictions set forth in this Section 7 as reasonable under the circumstances. |
| --- | --- |
| (e) | No-Solicitation. In recognition and consideration of Company’s Existing Business, Developing Business<br> and Other Legitimate Business Interests, subject to applicable law, Executive agrees that,<br> for the Term and for a period of three (3) years thereafter, Executive shall not, directly<br> or indirectly solicit or discuss with any employee of Company the employment of such Company<br> employee by any other commercial enterprise other than Company, nor recruit, attempt to recruit,<br> hire or attempt to hire any such Company employee on behalf of any commercial enterprise<br> other than Company. Nothing in this Section 7(e) shall prohibit Executive from undertaking<br> a general recruitment advertisement provided that the foregoing is not targeted towards any<br> person identified above, or from hiring, employing or engaging any such person who responds<br> to such general recruitment advertisement. |
| --- | --- |
| (f) | Remedies<br> for Breach of Restrictions. |
| --- | --- |
| (i) | Executive<br> admits and agrees that Executive’s breach of the provisions of this Section 7 would<br> result in irreparable harm to Company. Accordingly, in the event of Executive’s breach<br> or threatened breach of such restrictions, Executive agrees that Company shall be entitled<br> to an injunction restraining such breach or threatened breach without the necessity of posting<br> a bond or other security. Further, in the event of Executive’s breach, the duration<br> of the restrictions contained in this Section 7 shall be extended for the entire time that<br> the breach existed so that Company is provided with the full time period provided herein. |
| --- | --- |
| (ii) | In<br> addition to injunctive relief, Company shall be entitled to any other remedy available in<br> law or equity by reason of Executive’s breach or threatened breach of the restrictions<br> contained in this Section 7. |
| --- | --- |
| (iii) | If<br> the Company retains an attorney to enforce the provisions of this Section 7, the Company<br> shall be entitled to recover its reasonable attorneys’ fees and costs so incurred from<br> Executive, both prior to filing a lawsuit, during the lawsuit and on appeal. |
| --- | --- |
| (g) | Blue<br> Pencil. Executive has carefully read and considered the provisions of this Section 7<br> and, having done so, agrees that the restrictions set forth in such Section 7 are fair and<br> reasonable and are reasonably required for the protection of the legitimate business interests<br> of the Company. In the event that a court of competent jurisdiction shall determine that<br> any of the foregoing restrictions are unenforceable, the Parties hereto agree that it is<br> their desire that such court substitute an enforceable restriction in place of any restriction<br> deemed unenforceable, and that the substitute restriction be deemed incorporated herein and<br> enforceable against Executive. It is the intent of the Parties hereto that the court, in<br> so determining any such enforceable substitute restriction, recognize that it is their intent<br> that the foregoing restrictions be imposed and maintained to the greatest extent possible. |
| --- | --- |
| 8. | Representations<br> and Warranties Relating to Securities. The Annual Equity Awards, any shares of Common<br> Stock or other securities of the Company that may be issued or granted to the Executive hereunder<br> or pursuant to any other agreement between the Company and the Executive in connection with<br> the transactions contemplated herein may be referred to as the “Securities”,<br> and Executive represents and warrants to the Company as set forth in this Section 8 with<br> respect to the Securities and Executive’s receipt thereof, as of the Effective Date<br> and as of the date of any issuance or granting of any Securities. |
| --- | --- |
| (a) | Executive<br> is an “accredited investor” as that term is defined in Rule 501(a) of Regulation<br> D promulgated pursuant to the Securities Act. |
|---|---|
| (b) | Executive<br> hereby represent that the Securities awarded pursuant to this Agreement are being acquired<br> for Executive’s own account and not for sale or with a view to distribution thereof.<br> Executive acknowledges and agrees that any sale or distribution of Securities which have<br> vested may be made only pursuant to either (a) a registration statement on an appropriate<br> form under the Securities Act, which registration statement has become effective and is current<br> with regard to the shares being sold, or (b) a specific exemption from the registration requirements<br> of the Securities Act that is confirmed in a favorable written opinion of counsel, in form<br> and substance satisfactory to counsel for the Company, prior to any such sale or distribution.<br> Executive hereby consents to such action as the Board or the Company deems necessary or appropriate<br> from time to time to prevent a violation of, or to perfect an exemption from, the registration<br> requirements of the Securities Act or to implement the provisions of this Agreement, including<br> but not limited to placing restrictive legends on certificates evidencing shares of Securities<br> (whether or not the restrictions applicable thereto have lapsed) and delivering stop transfer<br> instructions to the Company’s stock transfer agent. |
| --- | --- |
| (c) | Executive<br> understands that the Securities are being offered and sold to Executive in reliance upon<br> specific exemptions from the registration requirements of United States federal and state<br> securities laws and that the Company is relying upon the truth and accuracy of, and Executive’s<br> compliance with, the representations, warranties, agreements, acknowledgments and understandings<br> of the Executive set forth herein in order to determine the availability of such exemptions<br> and the eligibility of the Executive to acquire the Securities. |
| --- | --- |
| (d) | Executive<br> has been furnished with all documents and materials relating to the business, finances and<br> operations of the Company and information that Executive requested and deemed material to<br> making an informed investment decision regarding its acquisition of the Securities. Executive<br> has been afforded the opportunity to review such documents and materials and the information<br> contained therein. Executive has been afforded the opportunity to ask questions of the Company<br> and its management. Executive understands that such discussions, as well as any written information<br> provided by the Company, were intended to describe the aspects of the Company’s business<br> and prospects which the Company believes to be material, but were not necessarily a thorough<br> or exhaustive description and the Company makes no representation or warranty with respect<br> to the completeness of such information and makes no representation or warranty of any kind<br> with respect to any information provided by any entity other than the Company. Some of such<br> information may include projections as to the future performance of the Company, which projections<br> may not be realized, may be based on assumptions which may not be correct and may be subject<br> to numerous factors beyond the Company’s control. Additionally, Executive understands<br> and represents that Executive is acquiring the Securities notwithstanding the fact that the<br> Company may disclose in the future certain material information that the Executive has not<br> received. Executive has sought such accounting, legal and tax advice as Executive has considered<br> necessary to make an informed investment decision with respect to Executive’s investment<br> in the Securities. Executive has full power and authority to make the representations referred<br> to herein, to acquire the Securities and to execute and deliver this Agreement. Executive,<br> either personally, or together with Executive’s advisors has such knowledge and experience<br> in financial and business matters as to be capable of evaluating the merits and risks of<br> an investment in the Securities, is able to bear the risks of an investment in the Securities<br> and understands the risks of, and other considerations relating to, a purchase of the Securities.<br> The Executive and Executive’s advisors have had a reasonable opportunity to ask questions<br> of and receive answers from the Company concerning the Securities. Executive’s financial<br> condition is such that Executive is able to bear the risk of holding the Securities that<br> Executive may acquire pursuant to this Agreement for an indefinite period of time, and the<br> risk of loss of Executive’s entire investment in the Company. Executive has investigated<br> the acquisition of the Securities to the extent Executive deemed necessary or desirable and<br> the Company has provided Executive with any reasonable assistance Executive has requested<br> in connection therewith. No representations or warranties have been made to Executive by<br> the Company, or any representative of the Company, or any securities broker/dealer, other<br> than as set forth in this Agreement. |
| --- | --- |
| (e) | Executive<br> also acknowledges and agrees that an investment in the Securities is highly speculative and<br> involves a high degree of risk of loss of the entire investment in the Company and there<br> is no assurance that a public market for the Securities will ever develop and that, as a<br> result, Executive may not be able to liquidate Executive’s investment in the Securities<br> should a need arise to do so. Executive is not dependent for liquidity on any of the amounts<br> Executive is investing in the Securities. Executive has full power and authority to make<br> the representations referred to herein, to acquire the Securities and to execute and deliver<br> this Agreement. Executive understands that the representations and warranties herein are<br> to be relied upon by the Company as a basis for the exemptions from registration and qualification<br> of the issuance and sale of the Securities under the federal and state securities laws and<br> for other purposes. |
| --- | --- |
| (f) | Executive<br> understands that no United States federal or state agency or any other government or governmental<br> agency has passed upon or made any recommendation or endorsement of the Securities. |
| --- | --- |
| (g) | Executive<br> understands that until such time as the Securities have been registered under the Securities<br> Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation<br> S without any restriction as to the number of securities as of a particular date that can<br> then be immediately sold, the Securities may bear a restrictive legend in substantially the<br> following form (and a stop-transfer order may be placed against transfer of the certificates<br> for such Securities): |
| --- | --- |
“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”
| (h) | This<br> Agreement has been duly and validly authorized by Executive. This Agreement has been duly<br> executed and delivered on behalf of Executive, and this Agreement constitutes a valid and<br> binding agreement of Executive enforceable in accordance with its terms, subject to the application<br> of applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and<br> other similar laws of general application affecting enforcement of creditors’ rights<br> generally and general principles of equity. |
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| 9. | Effect<br> of Waiver. The waiver by either Party of a breach of any provision of this Agreement<br> shall not operate or be construed as a waiver of any subsequent breach hereof. No waiver<br> shall be valid unless in writing. |
| --- | --- |
| 10. | Assignment.<br> No Party shall have any power or any right to assign or transfer, in whole or in part, this<br> Agreement, or any of its rights or any of its obligations hereunder, including, without limitation,<br> any right to pursue any claim for damages pursuant to this Agreement or the transactions<br> contemplated herein, or to pursue any claim for any breach or default of this Agreement,<br> or any right arising from the purported assignor’s due performance of its obligations<br> hereunder, without the prior written consent of the other Party and any such purported assignment<br> in contravention of the provisions herein shall be null and void and of no force or effect,<br> provided that, notwithstanding the foregoing, the Company may transfer, assign or delegate<br> to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise)<br> to all or substantially all of the business and/or assets of the Company any of Company’s<br> rights, obligations or duties hereunder. |
| --- | --- |
| 11. | No<br> Third-Party Rights. Except as expressly provided in this Agreement, this Agreement is<br> intended solely for the benefit of the Parties hereto and is not intended to confer any benefits<br> upon, or create any rights in favor of, any person or entity other than the Parties hereto. |
| --- | --- |
| 12. | Entire<br> Agreement; Effectiveness of Agreement. This Agreement and any other agreement entered<br> into between the Company and Executive with respect to the issuance of any equity securities<br> of the Company or other equity awards relating to the Company set forth the entire agreement<br> of the Parties hereto and shall supersede any and all prior agreements and understandings<br> concerning the Executive’s employment by the Company. This Agreement may be changed<br> only by a written document signed by the Executive and the Company. |
| --- | --- |
| 13. | Survival.<br> The provisions of Section 3, Section 4, Section 5, Section 6, Section 7 and Section 11 through<br> Section 23, inclusive, shall survive any termination or expiration of this Agreement, and<br> provided that any expiration or termination of this Agreement shall not excuse a Party from<br> compliance with, or fulfillment of, any obligations or conditions which arose prior to such<br> expiration or termination. |
| --- | --- |
| 14. | Severability.<br> If any one or more of the provisions, or portions of any provision, of the Agreement shall<br> be held to be invalid, illegal or unenforceable, the validity, legality or enforceability<br> of the remaining provisions or parts hereof shall not in any way be affected or impaired<br> thereby. |
| --- | --- |
| 15. | Governing<br> Law and Waiver of Jury Trial. |
| --- | --- |
| (a) | This<br> Agreement, and any and all claims, proceedings or causes of action relating to this Agreement<br> or arising from this Agreement or the transactions contemplated herein, including, without<br> limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed,<br> governed and enforced under and solely in accordance with the substantive and procedural<br> Laws of the State of Florida, in each case as in effect from time to time and as the same<br> may be amended from time to time, and as applied to agreements performed wholly within the<br> State of Florida. |
| --- | --- |
| (b) | Subject<br> to Section 16, each Party agrees that all legal proceedings concerning this Agreement shall<br> be commenced in the state and federal courts sitting in OCEAN COUNTY, NEW JERSEY (the “Selected<br> Courts”). Each Party hereto hereby irrevocably submits to the exclusive jurisdiction<br> of the Selected Courts for the adjudication of any dispute hereunder or in connection herewith<br> or with any transaction contemplated hereby or discussed herein (including with respect to<br> the enforcement of the rights of a Party under this Agreement), and hereby irrevocably waives,<br> and agrees not to assert in any suit, action or proceeding, any claim that it is not personally<br> subject to the jurisdiction of such Selected Courts, or such Selected Courts are improper<br> or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal<br> service of process and consents to process being served in any such suit, action or proceeding<br> by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence<br> of delivery) to such Party at the address in effect for notices to it under this Agreement<br> and agrees that such service shall constitute good and sufficient service of process and<br> notice thereof. Nothing contained herein shall be deemed to limit in any way any right to<br> serve process in any other manner permitted by applicable law. |
| --- | --- |
| (c) | TO<br> THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL<br> RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING<br> TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES<br> THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR<br> OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE<br> FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED<br> TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS<br> IN THIS SECTION 15(c). |
| --- | --- |
| (d) | Subject<br> to the provisions of Section 16, if any Party shall commence an action or proceeding to enforce<br> any provisions of this Agreement, then the prevailing Party in such action or proceeding<br> shall be reimbursed by the other Party for its attorney’s fees and other costs and<br> expenses incurred in the investigation, preparation and prosecution of such action or proceeding. |
| --- | --- |
| 16. | Arbitration.<br> Any controversy, claim or dispute arising out of or relating to this Agreement or the Executive’s<br> employment by the Company, including, but not limited to, common law and statutory claims<br> for discrimination, wrongful discharge, and unpaid wages, shall be resolved by arbitration<br> in Lakewood, New Jersey pursuant to then-prevailing National Rules for the Resolution of<br> Employment Disputes of the American Arbitration Association. The arbitration shall be conducted<br> by three arbitrators, with one arbitrator selected by each Party and the third arbitrator<br> selected by the two arbitrators so selected by the Parties. The arbitrators shall be bound<br> to follow the applicable Agreement provisions in adjudicating the dispute. It is agreed by<br> both Parties that the arbitrators’ decision is final, and that no Party may take any<br> action, judicial or administrative, to overturn such decision. The judgment rendered by the<br> arbitrators may be entered in the Selected Courts. Subject to the provisions of Section 16,<br> each Party will pay its own expenses of arbitration and the expenses of the arbitrators will<br> be equally shared provided that, if in the opinion of the arbitrators any claim, defense,<br> or argument raised in the arbitration was unreasonable, the arbitrators may assess all or<br> part of the expenses of the other Party (including reasonable attorneys’ fees) and<br> of the arbitrators as the arbitrators deem appropriate. The arbitrators may not award either<br> Party punitive or consequential damages. |
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| 17. | General<br> Remedies. Each Party acknowledges that a breach by it of its obligations hereunder will<br> cause irreparable harm to the other Party, and thus each Party acknowledges that the remedy<br> at law for a breach of its obligations under this Agreement will be inadequate and agrees,<br> in the event of a breach or threatened breach by such Party of the provisions of this Agreement,<br> that the other Party shall be entitled, in addition to all other available remedies at law<br> or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions<br> restraining, preventing or curing any breach of this Agreement and to enforce specifically<br> the terms and provisions hereof, without the necessity of showing economic loss and without<br> any bond or other security being required. |
| --- | --- |
| 18. | Expenses.<br> Other than as specifically set forth herein, each of the Parties will bear their own respective<br> expenses, including legal, accounting and professional fees, incurred in connection with<br> this Agreement and the transactions contemplated herein. |
| --- | --- |
| 19. | Notices.<br> All notices and other communications hereunder shall be in writing and shall be given by<br> hand delivery to the other Party, or by registered or certified mail, return receipt requested,<br> postage prepaid, or by email with return receipt requested and received or nationally recognized<br> overnight courier service, addressed as set forth below or to such other address as either<br> Party shall have furnished to the other in writing in accordance herewith. All notices, requests,<br> demands and other communications shall be deemed to have been duly given (i) when delivered<br> by hand, if personally delivered, (ii) when delivered by courier or overnight mail, if delivered<br> by commercial courier service or overnight mail, and (iii) on receipt of confirmed delivery,<br> if sent by email. |
| --- | --- |
If to the Company:
Reliance Global Group, Inc.
Attn: Joel Markovits
300 Blvd. of the Americas, Suite 105
Lakewood, NJ 08701
Email: jmarkovits@relianceglobalgroup.com
With a copy, which shall not constitute notice, to:
Anthony, Linder & Cacomanolis, PLLC
Attn: John Cacomanolis
1700 Palm Beach Lakes Blvd, Suite 820
West Palm Beach, FL 33401
Email: JCacomanolis@alclaw.com
If to Executive, to:
Ezra Beyman
c/o Reliance Global Group, Inc.
300 Blvd. of the Americas, Suite 105
Lakewood, NJ 08701
Email: EB@reliancegh.com
| 20. | Headings.<br> The section headings contained in this Agreement are inserted for convenience only and shall<br> not affect in any way the meaning or interpretation of this Agreement. |
|---|---|
| 21. | Counsel.<br> The Parties acknowledge and agree that Anthony L.G., PLLC (“Counsel”) has acted<br> as legal counsel to the Company, and that Counsel has prepared this Agreement at the request<br> of the Company, and that Counsel is not legal counsel to Executive individually. Each of<br> the Parties acknowledges and agrees that they are aware of, and have consented to, the Counsel<br> acting as legal counsel to the Company and preparing this Agreement, and that Counsel has<br> advised each of the Parties to retain separate counsel to review the terms and conditions<br> of this Agreement and the other documents to be delivered in connection herewith, and each<br> Party has either waived such right freely or has otherwise sought such additional counsel<br> as it has deemed necessary. Each of the Parties acknowledges and agrees that Counsel does<br> not owe any duties to Executive in Executive’s individual capacity in connection with<br> this Agreement and the transactions contemplated herein. Each of the Parties hereby waives<br> any conflict of interest which may apply with respect to Counsel’s actions as set forth<br> herein, and the Parties confirm that the Parties have previously negotiated the material<br> terms of the agreements as set forth herein. |
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| 22. | Rule<br> of Construction. The general rule of construction for interpreting a contract, which<br> provides that the provisions of a contract should be construed against the Party preparing<br> the contract, is waived by the Parties hereto. Each Party acknowledges that such Party was<br> represented by separate legal counsel in this matter who participated in the preparation<br> of this Agreement or such Party had the opportunity to retain counsel to participate in the<br> preparation of this Agreement but elected not to do so. |
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| 23. | Execution<br> in Counterparts, Electronic Transmission. This Agreement may be executed in any number<br> of counterparts, each of which shall be deemed an original. The signature of any Party which<br> is transmitted by any reliable electronic means such as, but not limited to, a photocopy,<br> electronically scanned or facsimile machine, for purposes hereof, is to be considered as<br> an original signature, and the document transmitted is to be considered to have the same<br> binding effect as an original signature or an original document. |
| --- | --- |
[Signaturesappear on following page]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| Reliance<br> Global Group, Inc. | |
|---|---|
| By: | /s/ Joel Markovits |
| Name: | Joel<br> Markovits |
| Title: | Chief<br> Financial Officer |
| Executive:<br> Ezra Beyman | |
| --- | --- |
| By: | /s/ Ezra Beyman |
| Name: | Ezra<br> Beyman |