Amendment No. 1 to Amended and Restated Stock Exchange Agreement by and among Reliance Global Group, Inc., Spetner Associates, Inc., Jonathan Spetner, and Agudath Israel of America, dated as of October 29, 2024

Exhibit 10.1

Amendment No. 1

to

Amended and Restated Stock Exchange Agreement

Dated as of October 29, 2024

This Amendment No. 1 to Amended and Restated Stock Exchange Agreement (this “Amendment”) is entered into as of the date first set forth above (the “Amendment Date”) by and between (i) Reliance Global Group, Inc., a Florida corporation (the “Company”); (ii) Spetner Associates, Inc., a Missouri corporation (“SAI”); (iii) Jonathan Spetner (“Mr. Spetner”); and (iv) Agudath Israel of America, a New York corporation (“Agudath”). Mr. Spetner and Agudath may be referred to herein collectively as the “Sellers” and each individually as a “Seller”). Each of SAI and the Sellers may be referred to collectively herein as the “SAI Parties” and separately as a “SAI Party”. Each of the Company and each SAI Party may be referred to herein collectively as the “Parties” and separately as a “Party”.

WHEREAS, the Parties are all of the parties to that certain Amended and Restated Stock Exchange Agreement, dated as of September 6, 2024 (the “Original Agreement”); and

WHEREAS, the Parties now desire to amend the Original Agreement as set forth herein, and pursuant to Section 10.12 of the Original Agreement, the Original Agreement may be so amended in writing;

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, the Parties hereby agree as follows:

[Signatures Appear on Following Pages]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Date.