0001104659-26-073581 Sample Contracts

AMENDMENT TO THE ARRANGMENT AGREEMENT AND PLAN OF MERGER
Arrangement Agreement and Plan of Merger • June 12th, 2026 • Rome Wildlife, Inc.

This Amendment to the Arrangement Agreement and Plan of Merger (this “Amendment”) is made and entered into as of June 12, 2026, by and among: The Real Brokerage Inc., a company existing under the laws of the Province of British Columbia (“Parent”); RE/MAX Holdings, Inc., a Delaware corporation (the “Company”); Rome Wildlife, Inc., a Delaware corporation (“New Wildlife”); Wildlife Acquisition I Corp., a Delaware corporation and a wholly owned Subsidiary of New Wildlife (“Merger Sub I”); Wildlife Acquisition II LLC, a Delaware limited liability company and a wholly owned Subsidiary of New Wildlife (“Merger Sub II”); and 1587802 B.C. Unlimited Liability Company, an unlimited liability corporation existing under the laws of the Province of British Columbia and a wholly owned Subsidiary of New Wildlife (“Bidco”).

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AGREEMENT AND PLAN OF MERGER by and among RE/MAX Holdings, Inc., Rhino Merger Sub I, Inc., Rhino Merger Sub II, LLC, and RIHI, Inc. Dated as of April 26, 2026
Merger Agreement • June 12th, 2026 • Rome Wildlife, Inc. • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of April 26, 2026 (this “Agreement”), is entered into by and among RE/MAX Holdings, Inc., a Delaware corporation (“Wildlife”), Rhino Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”) and a direct wholly owned subsidiary of Wildlife, Rhino Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”) and a direct wholly owned subsidiary of Wildlife, and RIHI, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement but not otherwise defined shall have the meanings set forth in Annex I to this Agreement.

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • June 12th, 2026 • Rome Wildlife, Inc. • Delaware

This Voting and Support Agreement (this “Agreement”), dated as of April 26, 2026, is entered into by and among RE/MAX Holdings, Inc., a Delaware corporation (the “Company”), The Real Brokerage, Inc., a company existing under the laws of the Province of British Columbia (“Parent”) and each of the undersigned shareholders (each, the “Shareholder” and together, the “Shareholders”) of Parent.

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • June 12th, 2026 • Rome Wildlife, Inc. • Delaware

This Voting and Support Agreement (this “Agreement”), dated as of April 26, 2026, is entered into by and among RE/MAX Holdings, Inc., a Delaware corporation (“Wildlife”), and each of the undersigned stockholders (each, the “Stockholder” and together, the “Stockholders”) of RIHI, Inc., a Delaware corporation (the “Company”).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • June 12th, 2026 • Rome Wildlife, Inc. • Delaware

This Voting and Support Agreement (this “Agreement”), dated as of April 26, 2026, is entered into by and among RE/MAX Holdings, Inc., a Delaware corporation (the “Company”), The Real Brokerage Inc., a company existing under the laws of the Province of British Columbia (“Parent”), and each of the undersigned stockholders (each, the “Stockholder” and together, the “Stockholders”) of the Company.

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AMENDMENT NO. 1 TO THE TAX RECEIVABLE AGREEMENT
Tax Receivable Agreement • June 12th, 2026 • Rome Wildlife, Inc.

This AMENDMENT NO. 1 TO THE TAX RECEIVABLE AGREEMENT (this “Amendment”), by and between RE/MAX Holdings, Inc., a Delaware corporation (“Holdings”), and RIHI, Inc., a Delaware corporation (“RHINO”), dated as of April 26, 2026 (the “Effective Date”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Tax Receivable Agreement (as defined below).

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ARRANGEMENT AGREEMENT AND PLAN OF MERGER by and among: The Real Brokerage Inc., a company existing under the laws of the Province of British Columbia; Rome Wildlife, Inc., a Delaware corporation; Wildlife Acquisition I Corp., a Delaware corporation;...
Arrangement Agreement and Plan of Merger • June 12th, 2026 • Rome Wildlife, Inc. • Delaware

This Arrangement Agreement and Plan of Merger (this “Agreement”) is made and entered into as of April 26, 2026, by and among: The Real Brokerage Inc., a company existing under the laws of the Province of British Columbia (“Parent”); RE/MAX Holdings, Inc., a Delaware corporation (the “Company”); Rome Wildlife, Inc., a Delaware corporation (“New Wildlife”); Wildlife Acquisition I Corp., a Delaware corporation and a wholly owned Subsidiary of New Wildlife (“Merger Sub I”); Wildlife Acquisition II LLC, a Delaware limited liability company and a wholly owned Subsidiary of New Wildlife (“Merger Sub II”); and 1587802 B.C. Unlimited Liability Company, an unlimited liability corporation existing under the laws of the Province of British Columbia and a wholly owned Subsidiary of New Wildlife (“Bidco”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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