The Real Brokerage Inc. and REMAX Holdings Inc. Merger Agreement

The Real Brokerage Inc. ("Real") and REMAX Holdings, Inc. ("REMAX Holdings") have entered into an Arrangement Agreement and Plan of Merger. This agreement outlines a plan to combine the two companies through a series of mergers and an arrangement. A new holding company, to be named Real REMAX Group, will be formed. REMAX Holdings shareholders will have the option to receive shares of the new company or a cash payment, subject to proration. Real shareholders will receive shares of the new company. Following the transaction, Real shareholders are expected to own approximately 59% of the combined company, and REMAX Holdings shareholders approximately 41%. The agreement details the tax treatment of the transaction, the treatment of existing equity awards, and the conditions for closing the merger, including regulatory approvals and shareholder votes. The merger agreement also includes provisions for termination fees under certain circumstances. Concurrently, REMAX Holdings is entering into a separate merger agreement with RIHI, Inc. The combined entity is expected to be listed on the Nasdaq Stock Market.