Form 8-K

8-K — RE/MAX Holdings, Inc.

Accession: 0001104659-26-049628

Filed: 2026-04-28

Period: 2026-04-26

CIK: 0001581091

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2612789d1_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (tm2612789d1_ex2-1.htm)

EX-2.2 — EXHIBIT 2.2 (tm2612789d1_ex2-2.htm)

EX-10.1 — EXHIBIT 10.1 (tm2612789d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2612789d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2612789d1_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2612789d1_ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2612789d1_8k.htm · Sequence: 1

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0001581091

2026-04-26

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 event

reported): April 26, 2026

RE/MAX

Holdings, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-36101

80-0937145

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

5075

South Syracuse Street

Denver,

Colorado 80237

(Address of principal executive offices, including

Zip code)

(303)

770-5531

(Registrant’s telephone number, including

area code)

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:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class

A Common Stock $0.0001 par value per share

RMAX

New

York Stock Exchange

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

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. ¨

Item 1.01 Entry Into a Material Definitive

Agreement.

Arrangement Agreement and Plan of Merger

On April 26, 2026, RE/MAX Holdings, Inc.,

a Delaware corporation (the “Company”), entered into an Arrangement Agreement and Plan of Merger (the “Merger

Agreement”) by and among the Company, The Real Brokerage Inc., a company existing under the laws of the Province of British

Columbia (“Parent”), Rome Wildlife, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“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”).

As explained in greater detail below under “The

Mergers and the Arrangement”, pursuant to the terms of the Merger Agreement, (i) the parties thereto will form a new holding

company (New Wildlife) to be re-named Real REMAX Group; (ii) shareholders of the Company will have the right to elect to receive,

for each share of Company Class A Common Stock (as defined below), 5.150 shares(1) of Real REMAX Group or $13.80 in cash,

subject to proration such that the aggregate cash proceeds to shareholders of the Company will be no less than $60 million and no greater

than $80 million; and (iii) Parent shareholders will receive 1 share(2) of Real REMAX Group for each existing common

share of Parent (“Parent Common Share”). Following the closing of the transaction, Parent shareholders are

expected to own approximately 59% of the combined company, and Company shareholders are expected to own approximately 41%, assuming the

midpoint of available cash consideration to Company shareholders.

Capitalized terms used but not defined herein

have the meanings assigned to those terms in the Merger Agreement.

The Mergers and the Arrangement

The Merger Agreement provides that, among other

things and on the terms and subject to the conditions set forth therein:

(1) Pursuant to an arrangement (the “Arrangement”)

under the Business Corporations Act (British Columbia) and in accordance with the plan of arrangement of Parent attached to the

Merger Agreement as Exhibit G (the “Plan of Arrangement”), (i) the issued and outstanding Parent Common Shares will be consolidated on a 10-for-1 basis (the “Share Consolidation”),

such that each ten shares of outstanding Parent Common Shares shall be consolidated into one share, and (ii) Parent’s shareholders

will then transfer all of their Parent Common Shares to Bidco in exchange for common

shares of Bidco (and $0.0001 per Parent Common Share in cash) and then those holders of common shares of Bidco will transfer all of their

common shares of Bidco to New Wildlife in exchange for shares of common stock of New Wildlife (“Real REMAX Group Common Stock”)

(collectively, the “Exchange”), such that Parent becomes a wholly-owned subsidiary of Bidco.

(2) Following the effectiveness of the Arrangement,

Merger Sub I will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger

as a wholly owned subsidiary of New Wildlife, and, as soon as practicable following the First Merger, the Company will merge with and

into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”), with

Merger Sub II surviving the Second Merger as a wholly owned subsidiary of New Wildlife. Each share of Class A common stock of the

Company (the “Company Class A Common Stock”) issued and outstanding immediately prior to the First Merger Effective

Time, including shares of Company Class A Common Stock issued in connection with the RIHI Merger, as described below, and other

than (x) shares of Company Class A Common Stock held by the Company as treasury stock or owned by New Wildlife or any subsidiary

of New Wildlife or the Company, and (y) Dissenting Shares will be converted into the right to elect to receive either 5.150(1) shares

of Real REMAX Group Common Stock (the “Stock Election Exchange Ratio” and such shares, the “Stock Election

Consideration”) or $13.80 in cash (the “Per Share Cash Price” and together with the Stock Election Consideration,

the “Merger Consideration”), subject to proration such that the cash proceeds will be no less than $60 million and

no greater than $80 million, as determined pursuant to the election and allocation procedures in the Merger Agreement.

(1) The

Stock Election Exchange Ratio will be adjusted prior to the First Merger Effective Time to

reflect the 10-for-1 Share Consolidation by dividing 5.150 by 10.

(2) To be adjusted to reflect the 10-for-1 Share Consolidation of Parent pursuant to the Arrangement.

Each of the parties to the Merger Agreement intends

that, for U.S. federal income tax purposes, (1) the Mergers, taken together, will qualify as a “reorganization” within

the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), (2) the

Mergers, taken together, the Exchange and the RIHI Merger (as defined below) will together qualify as a transaction described in Section 351

of the Code, and (3) the Merger Agreement be a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and

for purposes of Sections 354 and 361 of the Code.

Upon the consummation of the Mergers the Real

REMAX Group Common Stock will be listed on the Nasdaq Stock Market, and (i) the shares of Company Class A Common Stock and the

Parent Common Shares will cease trading and will be delisted and deregistered under the Securities Exchange Act of 1934,

as amended, and (ii) Parent will cease to be a reporting issuer under applicable Canadian provincial and territorial securities laws. Real REMAX

Group will continue as a reporting issuer under applicable Canadian securities laws.

Representations and Warranties; Covenants

The Merger Agreement contains customary representations

and warranties of both the Company, on the one hand, and Parent, on the other hand, and the parties have agreed to customary pre-closing

covenants, including, among others, relating to (i) the conduct of the Company’s and Parent’s respective businesses

during the period between the execution of the Merger Agreement and the earlier of the termination of the Merger Agreement and the First

Merger Effective Time, (ii) the Company’s and Parent’s respective non-solicitation obligations related to alternative

business combination proposals, subject to certain exceptions for certain Acquisition Proposals that constitute or would reasonably be

expected to lead to a Superior Proposal, (iii) the obligation of the Company to call a meeting of its stockholders to approve the

adoption of the Merger Agreement and the issuance of shares of Company Common Stock in connection with the RIHI Merger and the obligation

of Parent to call a meeting of its securityholders to vote in favor of the Arrangement Resolution.

The Merger Agreement provides that the Company

and Parent each must use its reasonable best efforts to obtain antitrust and other required regulatory approvals in order to consummate

the transactions contemplated by the Merger Agreement, subject to certain limitations as set forth in the Merger Agreement.

Recommendation of the Company’s Board of Directors

The board of directors of the Company (the “Company

Board”), acting on the unanimous recommendation of a committee of independent directors of the Company Board and other factors,

among other things (i) determined that the Merger Agreement and the transactions contemplated thereby are fair to and in the best

interests of the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated

thereby, including the Mergers and the related steps in the broader transaction structure, (iii) approved the Company’s entry

into the RIHI Merger Agreement, the TRA Amendment, and the Support Agreements, and (iv) resolved to recommend that the Company’s

stockholders adopt the Merger Agreement and approve the transactions contemplated thereby and approve the issuance of Company Class A

Common Stock pursuant to the RIHI Merger Agreement.

The Company may withdraw (or amend, change,

qualify, modify or otherwise not make) its recommendation that the Company’s stockholders adopt the Merger Agreement, at any

time prior to receipt of the Required Company Stockholder Vote, and Parent may withdraw (or amend, change, qualify, modify or

otherwise not make) its recommendation that the Parent’s shareholders vote in favor of the Arrangement, at any time prior to

receipt of the Required Parent Shareholder Vote as a result of (i) a Superior Proposal or (ii) an Intervening Event, if

the Company Board or the board of directors of Parent, as applicable, has concluded in good faith (after consultation with its

outside legal counsel) that failure to make such a change of recommendation is inconsistent with its fiduciary duties under

applicable law, subject to complying with certain notice and other specified conditions, including negotiating with the other party

regarding any revisions to the terms of the transactions contemplated by the Merger Agreement that are proposed by such other party

during a match right period. Prior to receipt of the Required Company Stockholder Vote, the Company may also, subject to complying

with certain provisions in the Merger Agreement, determine to terminate the Merger Agreement in order to enter into a definitive

agreement providing for a Superior Proposal, subject to the obligation to pay Parent the Company Termination Fee (as defined and

described below).

Conditions to Completing the Mergers

The completion of the Mergers is subject to the

satisfaction or waiver of certain customary conditions, including, but not limited to: (a) the Required Company Stockholder Vote;

(b) the Required Parent Shareholder Vote; (c) the authorization for listing on the Nasdaq Stock Market of the Real REMAX Group

Common Stock to be issued in the Arrangement and the Mergers; (d) the effectiveness of the registration statement on Form S-4

(together with any amendments or supplements thereto), pursuant to which the shares of Real REMAX Group Common Stock to be issued in

connection with the Arrangement and the Mergers will be registered pursuant to the U.S. Securities Act of 1933, as amended (the “Securities

Act”); (e) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements

Act of 1976, as amended; (f) the absence of an injunction, order or law prohibiting the Arrangement or the Mergers; (g) the

consummation of the RIHI Merger; (h) obtaining of the Interim Order and Final Order of the Supreme Court of British Columbia; (i) the

accuracy of the parties’ respective representations and warranties, subject to materiality standards set forth in the Merger Agreement;

and (j) material compliance by each party with its respective obligations under the Merger Agreement.

Termination Rights and Fees

The Merger Agreement contains certain termination

rights of the Company and Parent, including among other circumstances: (a) if there exists a final and nonappealable law or order

prohibiting the Mergers; (b) if there is a failure to receive the Required Company Stockholder Vote or a failure to receive the

Required Parent Shareholder Vote; (c) if, in the case of the Company, it intends to enter into a definitive agreement with respect

to a Superior Proposal; (d) in the event of a material uncured breach by the other party of its representations, warranties, covenants

or other agreements under the Merger Agreement; (e) if, in the case of termination by Parent, the Company Board changes its recommendation

in favor of the Mergers or, in the case of termination by the Company, the board of directors of Parent changes its recommendation in

favor of the Arrangement; and (f) if, subject to certain limitations, the Mergers have not closed within nine (9) months after

the execution of the Merger Agreement, subject to two automatic extensions of forty-five (45) days each if, on each such date, all of

the closing conditions, except those relating to certain regulatory approvals, have been satisfied or waived (as such date may be extended

in accordance with the terms of the Merger Agreement, the “End Date”)

Upon termination of the Merger Agreement under

certain specified circumstances, a termination fee of $25 million will be payable by the Company (the “Company Termination Fee”)

or a termination fee of $31 million will be payable by Parent. In addition, subject to the terms and conditions of the Merger Agreement,

upon termination of the Merger Agreement (i) by the Company for certain breaches by Parent of the regulatory efforts covenants in

the Merger Agreement, (ii) by the Company or Parent at the End Date if certain required regulatory approvals have not been obtained

(but all other conditions to closing have been satisfied or waived (except for those that are to be satisfied at the Closing)), or (iii) by

the Company or Parent because of a permanent Restraint (as defined in the Merger Agreement) relating to antitrust or competition law,

Parent will be required to pay the Company a regulatory termination fee of $36 million.

The Merger Agreement also provides that either

party may seek to compel the other party to specifically perform its obligations under the Merger Agreement.

RIHI Merger Agreement

Concurrently with the execution of the Merger

Agreement, the Company entered into that certain Agreement and Plan of Merger (the “RIHI Merger Agreement”), by and

among the Company, Rhino Merger Sub I, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“RIHI

Merger Sub I”), Rhino Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of the Company

(“RIHI Merger Sub II”), and RIHI, Inc., a Delaware corporation (“RIHI”).

The RIHI Merger Agreement provides that, among

other things and on the terms and subject to the conditions set forth therein, (1) RIHI Merger Sub I will merge with and into RIHI

(the “First RIHI Merger”), with RIHI surviving the First RIHI Merger as a wholly owned subsidiary of the Company,

and, as soon as practicable following the First RIHI Merger, RIHI will merge with and into RIHI Merger Sub II (the “Second RIHI

Merger” and together with the First RIHI Merger, the “RIHI Merger”), with RIHI Merger Sub II surviving the

Second RIHI Merger as a wholly owned subsidiary of the Company, and (2) at the effective time of the First RIHI Merger, each outstanding

share of RIHI common stock (the “RIHI Common Stock”) (other than dissenting or cancelled shares) will be converted

into a number of shares of fully paid and nonassessable Company Class A Common Stock equal to the number of common units of RMCO,

LLC (the “OpCo Common Units”) held by RIHI divided by the total number of issued and outstanding shares of RIHI Common

Stock, in each case, as of immediately prior to the effective time of the First RIHI Merger.

In connection with the RIHI Merger, the share

of Company Class B Common Stock and the OpCo Common Units held by RIHI immediately prior to the effective time of the RIHI Merger

will be surrendered to the Company by RIHI and, upon such surrender, the share of Company Class B Common Stock will be cancelled

and retired by the Company for no consideration and will no longer be outstanding.

The RIHI Merger Agreement contains customary representations,

warranties and covenants and is subject to customary closing conditions and termination rights. Following execution of the RIHI Merger

Agreement, holders of a majority of the outstanding shares of RIHI Common Stock executed and delivered to RIHI a written consent approving

and adopting the RIHI Merger Agreement and the transactions contemplated thereby.

Important Statement Regarding the Merger Agreement and the RIHI

Merger Agreement (the “Merger Agreements”)

The foregoing description of the Merger Agreements

and the transactions contemplated thereby, including the Mergers and the RIHI Merger, in this Current Report on Form 8-K is only

a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and

the RIHI Merger Agreement, which are attached hereto as Exhibit 2.1 and Exhibit 2.2, respectively, and are incorporated by

reference herein.

The Merger Agreements have been included to provide

investors with information regarding their terms. The Merger Agreements are not intended to provide any other factual information about

the Company, Parent, New Wildlife, Bidco, Merger Sub I, Merger Sub II, RIHI, RIHI Merger Sub I or RIHI Merger Sub II. The representations,

warranties and covenants contained in the Merger Agreements were made only for purposes of the Merger Agreements as of the specific dates

therein, were solely for the benefit of the parties to the Merger Agreements, may be subject to limitations agreed upon by the contracting

parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties

to the Merger Agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to

the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties

and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any

of their respective subsidiaries or affiliates. Information concerning the subject matter of representations, warranties and covenants

may change after the date of the Merger Agreements, which subsequent information may or may not be fully reflected in the Company’s

or Parent’s respective public disclosures. The Merger Agreements should not be read alone, but should instead be read in conjunction

with the other information regarding the parties that is or will be contained in, or incorporated by reference into, the Forms 10-K,

Forms 10-Q, Forms 40-F, Forms 6-K and other documents that the Company or Parent filed or will file with the SEC and applicable Canadian

securities regulators.

Support Agreements

Concurrently with the execution of the Merger

Agreement, the Company, Parent and the holders (the “Company Holders”) of shares of Company Class A Common Stock

and Company Class B Common Stock that collectively represent approximately 38% of the voting power of the issued and outstanding

Company Common Stock, entered into a voting and support agreement (the “Company Support Agreement”) pursuant to which,

among other things, the Company Holders agreed, subject to the terms of the Company Support Agreement, to (i) vote their shares

of Company Common Stock in favor of, among other things, the adoption of the Merger Agreement and the approval of the issuance of Company

Common Stock in connection with the RIHI Merger, and (ii) not transfer their shares of Company Common Stock, subject to certain

limited exceptions. The Company Support Agreement will terminate (subject to certain exceptions as set forth in the Company Support Agreement)

upon the earliest of (i) the First Merger Effective Time, (ii) with respect to each Company Holder, the entry by the Company

and Parent, without the prior written consent of such Company Holder, into any amendment or modification to the Merger Agreement that

decreases the Merger Consideration, and (iii) the termination of the Merger Agreement in accordance with its terms.

Concurrently with the execution of the Merger

Agreement, the Company, Parent and the holders (the “Parent Holders”) of Parent Common Shares and Parent Equity Awards

or other securities or rights convertible into or exercisable or exchangeable for Parent Common Shares that collectively represent approximately

16% of the voting power of the issued and outstanding Parent Common Shares, entered into a voting and support agreement (the “Parent

Support Agreement”) pursuant to which, among other things, the Parent Holders agreed, subject to the terms of the Parent Support

Agreement, to (i) vote their Parent Common Shares and Parent Equity Awards (collectively, the “Parent Securities”)

in favor of the Arrangement Resolution and any other matter necessary for the consummation of the transactions contemplated in the Merger

Agreement, including the Arrangement and the Mergers, and (ii) not transfer their Parent Securities, with certain limited exceptions.

The Parent Support Agreement will terminate upon the earlier of (i) the termination of the Merger Agreement in accordance with its

terms and (ii) the First Merger Effective Time.

Concurrently with the execution of the RIHI Merger

Agreement, the Company and the holders (the “RIHI Holders”) of RIHI’s Series A Common Stock that collectively

represent approximately 96.8% of the voting power of the outstanding RIHI common stock, entered into a voting and support agreement (the

“RIHI Support Agreement” and together with the Company Support Agreement and Parent Support Agreement, the “Support

Agreements”) pursuant to which, among other things, the RIHI Holders agreed, subject to the terms of the RIHI Support Agreement,

to (i) vote the Shares (as defined in the RIHI Support Agreement) in favor of the adoption of the RIHI Merger Agreement and (ii) not

transfer the Shares, with certain limited exceptions. The RIHI Support Agreement will terminate (subject to certain exceptions as set

forth in the RIHI Support Agreement) upon the earliest of (i) the First Merger Effective Time (as defined in the RIHI Support Agreement),

and (ii) the termination of the RIHI Merger Agreement in accordance with its terms.

Each of the Company Support Agreement, the RIHI

Support Agreement and the RIHI Merger Agreement include a provision that in the event the Company enters into a Subsequent Merger Agreement

(as defined therein), the terms of such agreement will apply in certain respects with respect to the Subsequent Merger Agreement and

the transaction contemplated thereby, subject to the conditions set forth therein.

The foregoing descriptions of the Company Support

Agreement, the Parent Support Agreement and the RIHI Support Agreement do not purport to be complete and are qualified in their entirety

by reference to the full text of the Company Support Agreement, the Parent Support Agreement and the RIHI Support Agreement, which are

attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, and are incorporated herein by reference.

Amendment to Tax Receivable Agreement

Concurrently with the execution of the Merger

Agreement, the Company and RIHI entered into Amendment No. 1 to the Tax Receivable Agreement (the “TRA Amendment”),

pursuant to which, among other things, the Tax Receivable Agreement, dated October 7, 2013, by and between the Company and RIHI

(the “Tax Receivable Agreement”), will terminate upon the first to occur of the First Merger Effective Time and any

other Qualifying Change of Control (as defined in the TRA Amendment), and no Early Termination Payment, Tax Benefit Payment or other

payment will be made to RIHI pursuant to the Tax Receivable Agreement. If a Qualifying Change of Control does not occur prior to the

date that is eighteen (18) months after the date of the TRA Amendment, the TRA Amendment will be void and have no further force and effect.

The foregoing description of the TRA Amendment

does not purport to be complete and is qualified in its entirety by reference to the full text of the TRA Amendment, a copy of which

is filed as Exhibit 10.4 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

2.1*

Arrangement Agreement and Plan of Merger, dated as

of April 26, 2026, by and among The Real Brokerage Inc., RE/MAX Holdings, Inc., Rome Wildlife, Inc., Wildlife Acquisition

I Corp., Wildlife Acquisition II LLC and 1587802 B.C. Unlimited Liability Company.

2.2*

Agreement and Plan of Merger, dated as of April 26,

2026, by and among RE/MAX Holdings, Inc., Rhino Merger Sub I, Inc., Rhino Merger Sub II, LLC and RIHI, Inc.

10.1*

Voting and Support Agreement, dated as of April 26,

2026, by and among RE/MAX Holdings, Inc., The Real Brokerage Inc. and the stockholder parties thereto.

10.2*

Voting and Support Agreement, dated as of April 26,

2026, by and among RE/MAX Holdings, Inc. The Real Brokerage, Inc. and the stockholder parties thereto.

10.3*

Voting and Support Agreement, dated as of April 26,

2026, by and among RE/MAX Holdings, Inc. and the stockholder parties thereto.

10.4

Amendment No. 1 to the Tax Receivable Agreement,

dated as of April 26, 2026, by and between RE/MAX Holdings, Inc. and RIHI, Inc.

104

Cover Page Interactive Data File (formatted as

inline XBRL).

* Annexes, schedules and/or exhibits have

been omitted pursuant to Item 601(a)(5) of Regulation S-K promulgated by the SEC. The Company agrees to furnish supplementally

a copy of any omitted annexes, schedules or exhibits to the SEC upon request.

Cautionary Disclosure Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking

statements” and “forward-looking information” within the meaning of applicable United States and Canadian securities

laws, including Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and Section 21E

of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements/forward-looking information include all statements

that do not relate solely to historical or current facts, and can generally be identified by the use of words such as “believe,”

“expect,” “anticipate,” “intend,” “project,” “estimate,” “potential,”

“plan,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,”

“may” and “could.” These forward-looking statements/forward-looking information include, but are not limited

to, statements related to the expected benefits of the proposed transaction; the anticipated impact of the proposed transaction on the

combined company’s business and future financial and operating results, including the expected leverage of the combined company

and the amount and timing of synergies from the proposed transaction; the completion of the transaction and the expected timeline; and

the ability to satisfy all closing conditions, including the receipt of required approvals for the transaction. Forward-looking statements/forward-looking

information inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected

in these statements, including statements about the consummation of the proposed transaction and the anticipated benefits thereof. Where,

in any forward-looking statement, The Real Brokerage Inc. (“Real”) or RE/MAX Holdings, Inc. (“RE/MAX

Holdings”) express an expectation or belief as to future results or events, it is based on Real and/or RE/MAX Holdings’

current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, neither Real nor RE/MAX Holdings

can give any assurance that any such expectation or belief will result or will be achieved or accomplished. Important risk factors that

may cause such a difference include, but are not limited to: Real’s and RE/MAX Holdings’ ability to consummate the proposed

transaction on the expected timeline or at all; Real’s and RE/MAX Holdings’ ability to obtain the necessary regulatory approvals

in a timely manner and the risk that such approvals are not obtained or are obtained subject to conditions that are not anticipated;

Real’s or RE/MAX Holdings’ ability to obtain approval of their shareholders; the risk that a condition of closing of the

proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur; the occurrence of

any event, change or other circumstance or condition that could give rise to the termination of the merger agreement, including in circumstances

requiring Real or RE/MAX Holdings to pay a termination fee; the diversion of management time on transaction-related issues; risks related

to disruption from the proposed transaction, including disruption of management time from current plans and ongoing business operations

due to the proposed transaction and integration matters; the risk that the proposed transaction and its announcement could have an adverse

effect on Real’s and RE/MAX Holdings’ ability to retain agents, franchisees and personnel or that there could be potential

adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; unexpected

costs, charges or expenses resulting from the proposed transaction; potential litigation relating to the proposed transaction that could

be instituted against the parties to the merger agreement or their respective directors, managers or officers, including the effects

of any outcomes related thereto; the ability of the combined company to achieve the synergies and other anticipated benefits expected

from the proposed transaction or such synergies and other anticipated benefits taking longer to realize than anticipated; the ability

of the combined company to achieve the expected leverage or such leverage taking longer to realize than anticipated; Real’s ability

to integrate RE/MAX Holdings promptly and effectively; anticipated tax treatment, unforeseen liabilities, future capital expenditures,

economic performance, future prospects and business and management strategies for the management, expansion and growth of the combined

company’s operations; certain restrictions during the pendency of the proposed transaction that may impact Real’s or RE/MAX

Holdings’ ability to pursue certain business opportunities or strategic transactions or otherwise operate their respective businesses;

and other risk factors detailed from time to time in Real’s and RE/MAX Holdings’ reports filed with the SEC and Real’s

reports filed with Canadian securities regulators, including Real’s annual report on Form 40-F, current reports on Form 6-K

and other documents filed with the SEC, and RE/MAX Holdings’ annual report on Form 10-K, quarterly reports on Form 10-Q,

current reports on Form 8-K and other documents filed with the SEC and Real’s audited annual financial statements and annual

management’s discussion and analysis for the financial year ended December 31, 2025 and Annual Information Form dated

March 4, 2026 filed with Canadian securities regulators, including documents that will be filed with the SEC and Canadian securities

regulators in connection with the proposed transaction.

These risks, as well as other risks associated with the proposed transaction,

will be more fully discussed in the proxy statement/prospectus that will be included in the Registration Statement and the Real management

information circular that will each be filed with the SEC and Canadian securities regulators, as applicable, in connection with the proposed

transaction. While the list of factors presented here is, and the list of factors to be presented in the Registration Statement will

be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.

Unlisted factors may present significant additional obstacles to the realization of forward-looking statements/forward-looking information.

You should not place undue reliance on any of these forward-looking statements/forward-looking information as they are not guarantees

of future performance or outcomes; actual performance and outcomes, including, without limitation, Real’s or RE/MAX Holdings’

actual results of operations, financial condition and liquidity, and the development of new markets or market segments in which Real

or RE/MAX Holdings operate, may differ materially from those made in or suggested by the forward-looking statements/forward-looking information

contained in this Current Report on Form 8-K. Neither Real nor RE/MAX Holdings assumes any obligation to publicly provide revisions

or updates to any forward-looking statements/forward-looking information, whether as a result of new information, future developments

or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Neither future distribution

of this Current Report on Form 8-K nor the continued availability of this Current Report on Form 8-K in archive form on Real’s

or RE/MAX Holdings’ website should be deemed to constitute an update or re-affirmation of these statements as of any future date.

Important Information and Where to Find It

In connection with the proposed transaction between Real and RE/MAX

Holdings, Real and RE/MAX Holdings will file relevant materials with the SEC and Canadian securities regulators, as applicable, including

a management information circular of Real and a registration statement on Form S-4 (the “Registration Statement”)

that will include a proxy statement of RE/MAX Holdings and prospectus of Real REMAX Group. Real’s management information circular

will be mailed to securityholders of Real and the proxy statement/prospectus will be mailed to shareholders of each of RE/MAX Holdings

and Real, in each case seeking their respective approval of the proposed transaction and other related matters. This Current Report on

Form 8-K is not a substitute for the Registration Statement, the proxy statement/prospectus, the Real management information circular

or any other document that Real or RE/MAX Holdings (as applicable) may file with the SEC and Canadian securities regulators, as applicable,

in connection with the proposed transaction.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND

SECURITY HOLDERS OF REAL AND RE/MAX HOLDINGS ARE URGED TO READ THE REGISTRATION STATEMENT, THE REAL MANAGEMENT CIRCULAR, THE PROXY STATEMENT/PROSPECTUS

AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AND CANADIAN SECURITIES REGULATORS, AS APPLICABLE, AS WELL

AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN

OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and security holders may obtain free copies of the Registration

Statement, the Real management information circular and the proxy statement/prospectus (when they become available), as well as other

filings containing important information about Real or RE/MAX Holdings, without charge at the SEC’s Internet website (http://www.sec.gov)

and under Real’s profile on SEDAR+ at www.sedarplus.ca, as applicable. Copies of the documents filed with the SEC and the

Canadian securities regulators by Real will be available free of charge on Real’s internet website at https://investors.onereal.com

or by contacting Real’s investor relations contact at investors@therealbrokerage.com. Copies of the documents filed with the SEC

by RE/MAX Holdings will be available free of charge on RE/MAX Holdings’ internet website at https://investors.remaxholdings.com

or by contacting RE/MAX Holdings’ investor relations contact at investorrelations@remax.com. The information included on, or accessible

through, Real’s website or RE/MAX Holdings’ website is not incorporated by reference into this Current Report on Form 8-K

or Real’s and RE/MAX Holdings’ respective filings with the SEC and Canadian securities regulators, as applicable.

Participants in the Solicitation

Real, RE/MAX Holdings, their respective directors and certain of their

respective executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.

Information about the directors and executive officers of Real is set forth in its management information circular for its 2026 annual

meeting of shareholders, which was filed with the Canadian securities regulators on April 24, 2026 (the “Real Annual Meeting

Circular”) and in its Form 6-K, which was filed with the SEC on April 24, 2026. Please refer to the sections captioned

“Election of Directors,” “Statement of Corporate Governance Practices,” and “Compensation Discussion and

Analysis” in the Real Annual Meeting Circular. To the extent holdings of such participants in Real’s securities have changed

since the amounts described in the Real Annual Meeting Circular, such changes have been reflected on a Notice of Proposed Sale of Securities

pursuant to Rule 144 under the Securities Act on Form 144 filed with the SEC and in insider reports filed with the Canadian

securities regulators on SEDI at wwww.sedi.ca. Information about the directors and executive officers of RE/MAX Holdings is set forth

in its proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on April 3, 2025 (the “RE/MAX

Holdings Annual Meeting Proxy Statement”) and in its Form 8-K, which was filed with the SEC on May 20, 2025. Please

refer to the sections captioned “Corporate Governance,” “Director Compensation,” “Information about Executive

Officers,” “Compensation Discussion and Analysis,” “Stock Ownership of Certain Beneficial Owners and Management,”

and “Certain Relationships and Related Party Transactions” in the RE/MAX Holdings Annual Meeting Proxy Statement. To the

extent holdings of such participants in RE/MAX Holdings’ securities have changed since the amounts described in the RE/MAX Holdings

Annual Meeting Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements

of Change in Ownership on Form 4 filed with the SEC, which are available at https://www.sec.gov/edgar/browse/?CIK=1581091&owner=exclude

under the tab “Ownership Disclosures.” These documents can be obtained free of charge from the sources indicated above. Additional

information regarding the participants in the proxy solicitations and a description of their direct or indirect interests, by security

holdings or otherwise, will be contained in the Registration Statement, the Real management circular and the proxy statement/prospectus

and the other relevant materials filed with the SEC and Canadian securities regulators, as applicable, when they become available.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes

only and is not intended to, and shall not, constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation

of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities

shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and otherwise in accordance

with applicable Canadian securities laws.

SIGNATURES

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.

RE/MAX

HOLDINGS, INC.

Date:

April 27, 2026

By:

/s/

Karri Callahan

Karri

Callahan

Chief

Financial Officer

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: tm2612789d1_ex2-1.htm · Sequence: 2

Exhibit 2.1

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;

Wildlife

Acquisition II LLC,

a Delaware limited liability company;

1587802

B.C. Unlimited Liability Company,

an unlimited liability company existing under the laws of the Province of British Columbia

and

RE/MAX

Holdings, Inc.,

a Delaware corporation

Dated as of April 26, 2026

Table

of Contents

Page

SECTION 1.

THE CONTEMPLATED TRANSACTIONS

1.1

The Contemplated Transactions

1.2

The Arrangement

1.3

The Mergers.

1.4

Effects of the Mergers

1.5

Closing; Effective Time

1.6

Governing Documents; Directors and Officers

1.7

Conversion of Shares

1.8

Proration; Election Procedures

1.9

Procedures for Surrender and Payment

1.10

Certain Adjustments

1.11

No Fractional Shares

1.12

Lost, Stolen or Destroyed Certificates

1.13

Withholding Rights

1.14

Transfers of Ownership

1.15

Dissenters’ Rights

1.16

Further Action

1.17

Intended Tax Treatment

SECTION 2.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

2.1

Organization; Qualification

2.2

Capitalization; Subsidiaries

2.3

Authority

2.4

Governmental Consents; No Violation

2.5

Reports and Financial Statements

2.6

Controls and Procedures

2.7

Undisclosed Liabilities

2.8

Absence of Changes

2.9

Compliance with Legal Requirements

2.10

Employee Benefit Plans; ERISA

2.11

Labor Matters

2.12

Certain Business Practices

2.13

Affiliate Transactions

2.14

Tax Matters

2.15

Legal Proceedings; Orders

2.16

Intellectual Property

2.17

Privacy and Data Protection

2.18

Real Property; Leasehold

2.19

Material Contracts

2.20

Takeover Statutes

2.21

Vote Required

2.22

Fairness Opinion

2.23

Advisors’ Fees

2.24

Information Supplied

2.25

Franchise Matters

2.26

Competition Act (Canada)

2.27

Insurance

2.28

Rhino Merger Agreement.

2.29

No Other Representations

Table

of Contents

(continued)

Page

SECTION 3.

REPRESENTATIONS AND WARRANTIES OF PARENT

3.1

Organization; Qualification

3.2

Capitalization; Subsidiaries

3.3

Authority

3.4

Governmental Consents; No Violation

3.5

Stock Ownership

3.6

Absence of Certain Arrangements

3.7

Reports and Financial Statements

3.8

Controls and Procedures

3.9

Undisclosed Liabilities

3.10

Absence of Changes

3.11

Compliance with Legal Requirements

3.12

Employee Benefit Plans; ERISA

3.13

Labor Matters

3.14

Certain Business Practices

3.15

Affiliate Transactions

3.16

Tax Matters

3.17

Legal Proceedings; Orders

3.18

Intellectual Property

3.19

Privacy and Data Protection

3.20

Real Property; Leasehold

3.21

Parent Material Contracts

3.22

Financing

3.23

Solvency

3.24

Takeover Statutes

3.25

Vote Required

3.26

Fairness Opinion

3.27

Advisors’ Fees

3.28

Information Supplied

3.29

Competition Act (Canada)

3.30

Insurance

3.31

No Other Representations

SECTION 4.

CERTAIN COVENANTS OF THE COMPANY AND PARENT

4.1

Access and Investigation

4.2

Operation of the Company’s Business and Parent’s Business

4.3

No Solicitation; Change in Recommendations

SECTION 5.

ADDITIONAL COVENANTS OF THE PARTIES

5.1

Registration Statement; Proxy Statement/Prospectus

5.2

Company Stockholders’ Meeting

5.3

Interim Order

5.4

Parent Shareholders’ Meeting

5.5

Final Order

5.6

Court Proceedings

5.7

Treatment of Company Equity Awards

5.8

Treatment of Parent Equity Awards

5.9

Employee Benefits

5.10

Indemnification; Insurance

5.11

Efforts

Table

of Contents

(continued)

Page

5.12

Disclosure

5.13

Delisting

5.14

New Wildlife Stock Listing

5.15

Section 16 Matters

5.16

Stockholder Litigation

5.17

Takeover Statutes and Rights

5.18

Tax Matters

5.19

Certain New Wildlife Obligations

5.20

Notice of Certain Events

5.21

Registration Rights

5.22

Financing

5.23

Financing Cooperation

5.24

Termination of Indebtedness

5.25

Resignation of Directors

5.26

Rhino Merger; TRA Termination Agreement

5.27

Matters relating to New Wildlife

5.28

Matters relating to Bidco

5.29

U.S. Securities Law Matters relating to the Arrangement

SECTION 6.

CONDITIONS PRECEDENT TO CONSUMMATION OF THE ARRANGEMENT AND THE MERGERS

6.1

Conditions to Obligations of Each Party

6.2

Additional Conditions to Obligations of Parent, New Wildlife, Merger Sub I, Merger Sub II and Bidco

6.3

Additional Conditions to Obligations of the Company

SECTION 7.

TERMINATION

7.1

Termination

7.2

Effect of Termination

100

7.3

Expenses; Termination Fees

100

SECTION 8.

MISCELLANEOUS PROVISIONS

103

8.1

Amendment

103

8.2

Waiver

103

8.3

No Survival of Representations and Warranties

103

8.4

Entire Agreement; Counterparts; Exchanges by Facsimile or Electronic Delivery

104

8.5

Applicable Legal Requirements; Jurisdiction; Waiver of Jury Trial

104

8.6

Disclosure Schedules

105

8.7

[Reserved]

105

8.8

Assignability; Third-Party Beneficiaries

105

8.9

Notices

106

8.10

Severability

107

8.11

Remedies

108

8.12

Construction

108

8.13

Financing Provisions.

109

iii

Exhibits

Exhibit A

Certain Definitions

Exhibit B

Rhino Merger Agreement

Exhibit C

Form of Company Voting and Support Agreement

Exhibit D

Form of Parent Voting and Support Agreement

Exhibit E

Form of Registration Rights Agreement

Exhibit F

Form of Arrangement Resolution

Exhibit G

Plan of Arrangement

Exhibit H

TRA Termination Agreement

ARRANGEMENT AGREEMENT AND PLAN OF MERGER

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.

Recitals

A.            Parent

has incorporated New Wildlife, and New Wildlife has incorporated Merger Sub I and Bidco, and has formed Merger Sub II, for the purpose

of facilitating the strategic combination of Parent and the Company.

B.            Parent,

New Wildlife, the Company, Merger Sub I, Merger Sub II, and Bidco intend to effect (1) pursuant to the Arrangement, among other things,

(a) the issued and outstanding Parent Common Shares will be consolidated (the “Share Consolidation”) on a 10 for

1 basis (the “Share Consolidation Ratio”), such that each ten shares of outstanding Parent Common Shares shall be consolidated

into one share, and any resulting fractional shares shall be treated as set forth in the Plan of Arrangement, (b) Parent’s

shareholders will then transfer all of their resulting Parent Common Shares to Bidco in exchange for common shares of Bidco on a one for

one basis (and $0.0001 per Parent Common Share in cash) and (c) then those holders of common shares of Bidco will transfer all of

their common shares of Bidco to New Wildlife in exchange for shares of New Wildlife Common Stock on a one for one basis, in each case

on the terms and subject to the conditions set forth herein (the steps set forth in this clause (1) collectively, the “Exchange”),

such that Parent becomes a wholly-owned Subsidiary of Bidco, the Arrangement being in accordance with the Business Corporations Act

(British Columbia), and (2) (a) a merger of Merger Sub I with and into the Company (the “First Merger”),

with the Company as the surviving entity and continuing as a wholly owned Subsidiary of New Wildlife, and (b) as soon as practicable

following the First Merger, but in any case, on the same day as the First Merger Effective Time (as defined below), and as the second

step in a single integrated transaction with the First Merger, a merger of the Company with and into Merger Sub II (the “Second

Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II as the surviving entity and

continuing as a wholly owned Subsidiary of New Wildlife, each of the Mergers being in accordance with this Agreement, the General Corporation

Law of the State of Delaware (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”),

such that, upon consummation of the Mergers, Merger Sub I and the Company will cease to exist and Merger Sub II will be a wholly owned

Subsidiary of New Wildlife.

C.            Concurrently

with the execution and delivery of this Agreement, the Company has entered into a merger agreement with RIHI, Inc. (“Rhino”),

pursuant to which, immediately prior to the consummation of the Arrangement, and as a condition to the consummation of the Contemplated

Transactions, the Company will acquire all of the outstanding equity of Rhino, in exchange for shares of Company Class A Common Stock

(the “Rhino Merger” and such merger agreement, attached hereto as Exhibit B, as the same may be amended

or modified after the date hereof in accordance with the terms thereof and hereof, the “Rhino Merger Agreement”).

D.            Each

of the parties to this Agreement intends that, for U.S. federal income tax purposes, (1) the Mergers, taken together, will qualify

as a “reorganization” within the meaning of Section 368(a) of the Code, (2) the Mergers, taken together, and

the Exchange and the Rhino Merger will together qualify as a transaction described in Section 351 of the Code, and (3) this

Agreement be, and is hereby adopted as, a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and

for purposes of Sections 354 and 361 of the Code.

E.            Concurrently

with the execution and delivery of this Agreement, certain of the Company’s stockholders are entering into Voting and Support Agreements

in connection with the Mergers substantially in the form attached hereto as Exhibit C, pursuant to which such stockholders

have agreed to vote in favor of, and take certain actions to support, the Rhino Merger (including the issuance of shares of Company Class A

Common Stock in connection with the Rhino Merger) and the Mergers.

F.            Concurrently

with the execution and delivery of this Agreement, certain of Parent’s shareholders are entering into Voting and Support Agreements

in connection with the Exchange and the Mergers substantially in the form attached hereto as Exhibit D, pursuant to which

such shareholders have agreed to vote in favor of, and take certain actions to support, the Arrangement.

G.            Concurrently

with the execution and delivery of this Agreement, Rhino is entering into a TRA termination agreement with the Company (such TRA termination

agreement, attached hereto as Exhibit H, as the same may be amended or modified after the date hereof in accordance with the

terms thereof and hereof, the “TRA Termination Agreement”), pursuant to which, among other things and subject to the

terms of the TRA Termination Agreement, the parties thereto agree that, at and conditioned upon the Closing, the Tax Receivable Agreement,

dated October 7, 2013, by and between the Company and Rhino shall terminate and be of no further force and effect.

H.            The

respective boards of directors (or equivalent) of New Wildlife, Parent, Merger Sub I, Merger Sub II, Bidco and the Company have each approved

this Agreement, the Voting and Support Agreements, and the Contemplated Transactions (including the Rhino Merger and the Arrangement,

the First Merger and the Second Merger), as applicable.

I.            The

Parent Board has, subject to Section 4.3, unanimously resolved to recommend the approval of the Arrangement and the Merger

Agreement to Parent’s securityholders.

J.            The

Company Board has, subject to Section 4.3, unanimously (of those voting) resolved to recommend the adoption of this Agreement

to the Company’s stockholders.

K.            New

Wildlife, Parent, Merger Sub I, Merger Sub II, Bidco and the Company desire to make certain representations, warranties, covenants and

agreements in connection with the Arrangement and the Mergers and also to prescribe various conditions to consummation thereof.

Agreement

In consideration of the mutual

covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

Section 1.              The

Contemplated Transactions

1.1          The

Contemplated Transactions.

The Contemplated Transactions

will be implemented in accordance with and subject to the terms and conditions of, among other things, this Agreement and the Plan of

Arrangement. Without limitation to the foregoing, the following shall occur on the Closing Date in the following sequence: (i) immediately

prior to the Arrangement Effective Time, the Rhino Merger, (ii) at and following the Arrangement Effective Time in accordance with

the Plan of Arrangement, the Arrangement, (iii) at the First Merger Effective Time, the First Merger, and (iv) at and following

the Second Merger Effective Time, the Second Merger, with the effect that, among other things, Rhino shall be a wholly-owned Subsidiary

of the Company, Parent shall be a wholly-owned Subsidiary of Bidco, and Merger Sub II (as the surviving company in the Second Merger

with the Company) shall be a wholly-owned Subsidiary of New Wildlife.

1.2          The

Arrangement.

(a)            The

Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement, the Plan of Arrangement

and the BCBCA.

(b)            Notwithstanding

anything to the contrary in this Agreement, the transactions described in this Section 1.2(a) and Section 1.3,

and the Rhino Merger, shall be interdependent and shall not be consummated unless consummated substantially concurrently with each other

and with the Closing in accordance with Section 1.5.

the avoidance of doubt, the procedural matters relating to the implementation and consummation of the Arrangement shall be governed by

the Plan of Arrangement. To the extent of any inconsistencies in Sections 1.9, 1.12, 1.13 and 1.14 hereof

with the Plan of Arrangement, the Plan of Arrangement shall govern.

1.3          The

Mergers.

Upon the terms and subject

to the conditions set forth in this Agreement, at the First Merger Effective Time, New Wildlife, Merger Sub I, and Parent shall cause

Merger Sub I to be merged with and into the Company, whereupon the separate existence of Merger Sub I shall cease and the Company shall

continue as the surviving company in the First Merger (the “First Step Surviving Company”) and as a wholly owned Subsidiary

of New Wildlife. As part of a single integrated plan, as soon as practicable following the First Merger Effective Time, but in any case,

on the same day as the First Merger, New Wildlife, Merger Sub II and the First Step Surviving Company shall cause the First Step Surviving

Company to be merged with and into Merger Sub II, whereupon the separate existence of the First Step Surviving Company shall cease and

Merger Sub II shall continue as the surviving entity of the Second Merger (the “Surviving Company”) and as a wholly

owned Subsidiary of New Wildlife.

1.4          Effects

of the Mergers.

The First Merger shall have

the effects set forth in this Agreement and in the applicable provisions of the DGCL. At the First Merger Effective Time, the First Step

Surviving Company shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities

and duties of the Company and Merger Sub I, all as provided under the DGCL. The Second Merger shall have the effects set forth in this

Agreement and in the applicable provisions of the DGCL and the DLLCA. At the Second Merger Effective Time, the Surviving Company shall

possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of the First

Step Surviving Company and Merger Sub II, all as provided under the DGCL and the DLLCA.

1.5          Closing;

Effective Time.

New Wildlife, Parent, Merger

Sub I, Merger Sub II, Bidco and the Company shall consummate the Arrangement and the Mergers (the “Closing”) by means

of a virtual closing through electronic exchange of signatures at 8:00 a.m. (New York Time) on the third Business Day after the

satisfaction or waiver of each of the conditions set forth in Section 6 (other than those conditions that by their terms

are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place,

time or date as Parent and the Company may agree in writing; provided, however, that the Closing shall not occur earlier

than the first Business Day that is sixty (60) days following the date hereof without the prior written consent of Parent. The date on

which the Closing actually takes place is referred to as the “Closing Date.” In no event will the Closing occur unless

the Rhino Merger has been consummated, and in no event will the consummation of the Rhino Merger occur unless the Arrangement and the

Mergers are consummated thereafter in the sequencing contemplated by Section 1.1. As at the Arrangement Effective Time, the

Plan of Arrangement shall have the effects provided by applicable Legal Requirements. The First Merger shall become effective at the

time of the filing of a duly executed certificate of merger by the Company and Merger Sub I with the Secretary of State of the State

of Delaware or at such later time as may be mutually agreed by Parent and the Company in writing and specified in such certificate of

merger (the time at which the First Merger becomes effective being referred to as the “First Merger Effective Time”).

As soon as practicable after the First Merger Effective Time, but in any case, on the same day as the First Merger Effective Time, the

Second Merger shall become effective at the time of the filing of a duly executed certificate of merger by the First Step Surviving Company

and Merger Sub II with the Secretary of State of the State of Delaware or at such later time as may be mutually agreed by Parent and

the Company prior to the Closing in writing and specified in such certificate of merger (the time at which the Second Merger becomes

effective being referred to as the “Second Merger Effective Time”).

1.6          Governing

Documents; Directors and Officers.

Unless otherwise mutually agreed

by Parent and the Company:

(a)            at

the First Merger Effective Time, the certificate of incorporation of the First Step Surviving Company shall be amended and restated to

conform to the certificate of incorporation of Merger Sub I as in effect immediately prior to the First Merger Effective Time except

to the extent required to include the rights and responsibilities of the First Step Surviving Company under this Agreement, including

indemnification and exculpation obligations under Section 5.10;

(b)            at

the First Merger Effective Time, the bylaws of the First Step Surviving Company shall be amended and restated to conform to the bylaws

of Merger Sub I as in effect immediately prior to the First Merger Effective Time except to the extent required to include the rights

and responsibilities of the First Step Surviving Company under this Agreement, including indemnification and exculpation obligations

under Section 5.10;

directors and officers of the First Step Surviving Company immediately after the First Merger Effective Time shall be the respective

individuals who were the directors and officers of Merger Sub I immediately prior to the First Merger Effective Time;

(d)            at

the Second Merger Effective Time, the certificate of formation of the Surviving Company shall remain unchanged;

(e)            at

the Second Merger Effective Time, the limited liability company agreement of Merger Sub II as in effect immediately prior to the Second

Merger Effective Time shall be the limited liability company agreement of the Surviving Company and such agreement shall include the

rights and responsibilities of the Surviving Company under this Agreement, including indemnification and exculpation obligations under

Section 5.10;

(f)            the

managing member of the Surviving Company shall be New Wildlife, as the managing member of Merger Sub II immediately prior to the Second

Merger Effective Time, and the officers of the Surviving Company shall be those individuals who were the officers of Merger Sub II immediately

prior to the Second Merger Effective Time;

(g)            prior

to the Second Merger Effective Time, New Wildlife shall cause three (3) members of the Company Board (who shall be mutually agreed

between Parent and the Company) (“Specified New Wildlife Directors”) and seven (7) members of the Parent Board

(designated prior to the Closing by Parent) to become members of the board of directors of New Wildlife (the “New Wildlife Board”),

and following such appointment (i) New Wildlife shall cause the New Wildlife Board to be comprised of no more than ten (10) directors,

and (ii) New Wildlife shall nominate, or cause to be nominated, the Specified New Wildlife Directors for election by New Wildlife’s

shareholders to the New Wildlife Board at each applicable annual meeting of New Wildlife’s shareholders such that the Specified

New Wildlife Directors would serve until the 2028 annual meeting of New Wildlife’s shareholders, and New Wildlife shall use efforts

to cause the election of the Specified New Wildlife Directors no less favorable than the efforts used by New Wildlife to cause the election

of its other nominees to the New Wildlife Board, subject to (x) at least one (1) Specified New Wildlife Director satisfying

the independence standards of the Nasdaq and (y) each Specified New Wildlife Director satisfying the written corporate governance

policies generally applicable to all members of the New Wildlife Board and consenting to serving on the New Wildlife Board; provided,

that if, prior to the 2028 annual meeting of New Wildlife’s shareholders, any Specified New Wildlife Director is unable or unwilling

to serve on the New Wildlife Board, or for any other reason does not become or ceases to be a member of the New Wildlife Board, another

director, nominated by the New Wildlife Board, or the nominating committee of such Board of Directors, as applicable, and consented to

by the remaining Specified New Wildlife Directors (such consent not to be unreasonably withheld), shall be appointed to the New Wildlife

Board by New Wildlife and become a Specified New Wildlife Director;

(h)            prior

to the Second Merger Effective Time, New Wildlife shall take all necessary corporate action under applicable Legal Requirements, including

the DGCL, so that, effective as of the Second Merger Effective Time, the officers of New Wildlife shall be those individuals identified

in accordance with Section 5.10(h);

(i)            effective

as of the Second Merger Effective Time, the certificate of incorporation of New Wildlife will be amended and restated in customary form

consistent with the terms of this Agreement as mutually agreed between Parent and the Company; and

(j)            for

the avoidance of doubt, from and after the Second Merger Effective Time, New Wildlife shall be the ultimate parent entity of Parent and

the Surviving Company, and their respective Subsidiaries resulting from the Contemplated Transactions, and all governance arrangements

shall be implemented at the New Wildlife level except as otherwise required by applicable Legal Requirements or organizational documents.

1.7          Conversion

of Shares.

(a)            Effects

of First Merger on Company Common Stock.

(i)            At

the First Merger Effective Time, by virtue of the First Merger, each share of Company Common Stock issued and outstanding immediately

prior to the First Merger Effective Time (including shares of Company Class A Common Stock issued in connection with the Rhino Merger),

other than shares of Company Common Stock held by the Company as treasury stock or owned by New Wildlife or any Subsidiary of New Wildlife

or the Company (the “Excluded Shares”) and the Dissenting Shares, and the share of Company Class B Common Stock

which shall be treated in accordance with Section 1.7(e), shall be automatically converted into and shall thereafter represent

the right to receive (subject to adjustment as provided in Section 1.8):

(A)            in

the case of each share of Company Class A Common Stock (x) with respect to which an election to receive New Wildlife Common

Stock (a “Stock Election”) has been properly made and not revoked or lost pursuant to Section 1.8(b)(vi) or

(y) that is a Non-Election Share (each share described in clauses (x) and (y), a “Stock Electing Share”),

a number of New Wildlife Common Stock equal to the Stock Election Exchange Ratio (the “Stock Election Consideration”);

(B)            in

the case of each share of Company Class A Common Stock with respect to which an election to receive cash (a “Cash Election”)

has been properly made and not revoked or lost pursuant to Section 1.8(b)(vi) (each, a “Cash Electing Share”

and, collectively, the “Cash Electing Shares”), the Per Share Cash Price in cash, without interest (as adjusted pursuant

to Section 1.8(a), the “Cash Election Consideration”).

For the avoidance

of doubt, Company Options and Company RSUs are subject to Section 5.7 of this Agreement and shall in no event be eligible

to be Stock Electing Shares or Cash Electing Shares (unless, prior to the First Merger Effective Time, such Company Options are exercised

for, or such Company RSUs are converted into, shares of Class A Common Stock).

(ii)            Cancellation

of Certain Company Common Stock. Each share of Company Common Stock held immediately prior to the First Merger Effective Time by

the Company as treasury stock, or owned by New Wildlife or the Company, if any, shall be cancelled and cease to exist, and no consideration

shall be paid with respect thereto.

(b)            Effects

of First Merger on Merger Sub I Common Stock and New Wildlife Common Stock Held by Parent. At the First Merger Effective Time, by

virtue of the First Merger, each share of common stock of Merger Sub I (the “Merger Sub I Common Stock”) issued and

outstanding immediately prior to the First Merger Effective Time shall be converted into and become one share of common stock of the

First Step Surviving Company, and (ii) each share of New Wildlife Common Stock owned by Parent immediately prior to the First Merger

Effective Time shall be automatically cancelled and retired and shall cease to exist, for no consideration and shall no longer be outstanding.

of Second Merger on Merger Sub II Limited Liability Company Interest and Common Stock of the First Step Surviving Company. At the

Second Merger Effective Time, by virtue of the Second Merger, (1) each limited liability company interest of Merger Sub II outstanding

immediately prior to such time shall remain unchanged and continue to remain outstanding as a limited liability company interest in the

Surviving Company, and (2) each share of common stock of the First Step Surviving Company issued and outstanding immediately prior

to such time shall be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor.

(d)            Cancellation

of Company Class A Common Stock. At the First Merger Effective Time, all shares of Company Class A Common Stock issued

and outstanding immediately prior to the First Merger Effective Time shall no longer be outstanding and shall automatically be cancelled

and retired and shall cease to exist, and (i) each share of Company Class A Common Stock that was represented by a certificate

(each, a “Certificate”) immediately prior to the First Merger Effective Time and (ii) each uncertificated share

of Company Class A Common Stock (an “Uncertificated Share”) that immediately prior to the First Merger Effective

Time was registered to a holder on the stock transfer books of the Company (in each case, other than Excluded Shares and the Dissenting

Shares) shall thereafter represent only the right to receive the Merger Consideration into which such share was converted in accordance

with this Section 1.7 and, as applicable, the right to receive any dividends pursuant to ‎‎Section 1.9(f) and

any cash in lieu of any fractional New Wildlife Common Stock pursuant to Section 1.11, in each case to be issued or paid

in accordance with Section 1.9, without interest.

(e)            Surrender

and Cancellation of Company Class B Common Stock. In connection with the Rhino Merger, the share of Company Class B Common

Stock issued and outstanding immediately prior to the effective time of the Rhino Merger will be surrendered to the Company by the holder

thereof and, upon such surrender, shall be cancelled and retired by the Company for no consideration and shall cease to exist and no

longer be outstanding.

1.8          Proration;

Election Procedures.

(a)            Proration.

Notwithstanding anything to the contrary set forth in this Agreement, the Cash Election Consideration shall be subject to adjustment

pursuant to this Section 1.8(a):

(i)            If

the Aggregate Cash Election Amount exceeds the Available Maximum Aggregate Cash Amount, then (x) each Stock Electing Share shall

be converted into the right to receive the Stock Election Consideration and (y) each Cash Electing Share shall be converted into

the right to receive:

(A)            an

amount (without interest) of cash equal to the quotient of (1) the Available Maximum Aggregate Cash Amount divided by (2) the

number of Cash Electing Shares; and

(B)            a

number of shares of New Wildlife Common Stock equal to the product of (1) the Stock Election Exchange Ratio multiplied by

(2) (x) one minus (y) a fraction, (A) the numerator of which is the Available Maximum Aggregate Cash Amount

and (B) the denominator of which is the Aggregate Cash Election Amount; and

(ii)            If

the Available Maximum Aggregate Cash Amount is equal to or exceeds the Aggregate Cash Election Amount and the Aggregate Cash Election

Amount is equal to or greater than the Available Minimum Aggregate Cash Amount, then:

(A)            each

Stock Electing Share shall be converted into the right to receive the Stock Election Consideration; and

(B)            each

Cash Electing Share shall be converted into the right to receive an amount (without interest) of cash equal to the Per Share Cash Price.

(iii)            If

the Aggregate Cash Election Amount is less than the Available Minimum Aggregate Cash Amount (such difference expressed as a positive

number, the “Cash Deficit Amount”), then (x) each Cash Electing Share shall be converted into the right to receive

an amount of cash (without interest) equal to the Per Share Cash Price and (y) each Stock Electing Share shall be converted into

the right to receive:

(A)            an

amount (without interest) of cash equal to the quotient of (1) the Cash Deficit Amount divided by (2) the number of

Stock Electing Shares; and

(B)            a

number of shares of New Wildlife Common Stock equal to the product of (1) the Stock Election Exchange Ratio multiplied by

(2) (x) one minus (y) a fraction, (A) the numerator of which is the Cash Deficit Amount and (B) the denominator

of which is (i) the product of the Per Share Cash Price and the total number of Stock Electing Shares and Cash Electing Shares minus

(ii) the Aggregate Cash Election Amount.

(b)            Election

Procedures.

(i)            Each

holder of record of shares of Company Common Stock (including holders of record of equity interests in Rhino (“Rhino Holder”)

that received shares of Company Class A Common Stock pursuant to the Rhino Merger) to be converted into the right to receive the

Merger Consideration in accordance with, and subject to, Section 1.7(a) (each, a “Holder”) shall

have the right, subject to the limitations set forth in this Section 1.8(b), to specify in a request made in accordance with

the provisions of this Section 1.8(b) (herein called an “Election”) the number of shares of Company

Common Stock owned by such Holder with respect to which such Holder desires to make (i) a Stock Election or (ii) a Cash Election.

(ii)            The

Company shall (x) prepare a form reasonably acceptable to Parent, including appropriate and customary transmittal materials in such

form as prepared by the Company and reasonably acceptable to Parent (the “Form of Election”), to permit Holders

(or the beneficial owners through appropriate and customary documentation and instructions) to exercise their right to make an Election,

(y) cause the Exchange Agent to make available and mail the Form of Election not less than twenty (20) Business Days prior

to the anticipated Election Deadline (as defined below) to Holders as of the Business Day prior to such mailing date, and (z) following

such mailing date, make available as promptly as possible a Form of Election to any Holder who requests such Form of Election

prior to the Election Deadline. The period between such mailing date and the Election Deadline is referred to herein as the “Election

Period”. Any Election shall have been made properly only if the Exchange Agent shall have received, during the Election Period,

a Form of Election, properly completed and signed, including duly executed transmittal materials included in the Form of Election.

(iii)            Notwithstanding

anything to the contrary in this Agreement, each Rhino Holder shall have the right, subject to the limitations set forth in this Section 1.8(b),

to make an Election during the Election Period with respect to the number of shares of Company Class A Common Stock that such Rhino

Holder is entitled to receive upon the consummation of the Rhino Merger. For purposes of this Section 1.8(b) only, each

Rhino Holder shall be deemed to be a holder of record of such shares of Company Class A Common Stock as of the Election Deadline

and shall be deemed to have properly made an Election if the Exchange Agent shall have received, during the Election Period, a Form of

Election, properly completed and signed, including duly executed transmittal materials included in the Form of Election and such

evidence of such Rhino Holder’s entitlement to receive such shares of Company Class A Common Stock immediately prior to the

First Merger Effective Time as the Exchange Agent may reasonably require.

(iv)            As

used herein, unless otherwise agreed in advance by the parties hereto, “Election Deadline” means 5:00 p.m. (Mountain

time) on the date which the parties hereto shall agree is as near as practicable to three (3) Business Days preceding the Closing

Date or at such other date and time as the parties may agree. The Company and Parent shall cooperate to issue a press release reasonably

satisfactory to each of them announcing the date of the Election Deadline not more than fifteen (15) Business Days before, and at least

ten (10) Business Days prior to, the Election Deadline.

(v)            Any

Holder may, at any time during the Election Period, change such Holder’s Election by written notice to the Exchange Agent prior

to the Election Deadline accompanied by a properly completed and signed revised Form of Election. If any Election is not properly

made with respect to any shares of Company Common Stock (none of New Wildlife, Parent, the Company nor the Exchange Agent being under

any duty to notify any Holder of any such defect), such Election shall be deemed to not be effective, and the shares of Company Common

Stock covered by such Election shall, for purposes hereof, be deemed to be Non-Election Shares, unless a proper Election is thereafter

timely made with respect thereto.

(vi)            Any

Holder may, at any time during the Election Period, revoke his or her Election by written notice received by the Exchange Agent prior

to the Election Deadline. All Elections shall be automatically deemed revoked upon receipt by the Exchange Agent of written notification

from the parties hereto that this Agreement has been terminated in accordance with the terms hereof.

1.9          Procedures

for Surrender and Payment.

(a)            Prior

to the beginning of the Election Period, the Company and Parent shall jointly appoint an exchange agent (the “Exchange Agent”)

and enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company and Parent, with the Exchange

Agent for the purposes of (1) the Arrangement pursuant to the Plan of Arrangement, (2) distributing and receiving Forms of

Election, and (3) exchanging Certificates and Uncertificated Shares for the Merger Consideration payable in respect of the shares

of Company Common Stock.

(b)            At

or prior to the Arrangement Effective Time, New Wildlife shall deposit with the Exchange Agent, for the benefit of the holders of shares

of Parent Common Shares and Company Common Stock, for exchange in accordance with this Section 1.9 through the Exchange Agent,

the aggregate Arrangement Consideration and Merger Consideration, including the necessary cash payable hereunder. Parent shall make available,

directly or indirectly, to New Wildlife or the Exchange Agent from time to time as needed the cash described in the preceding sentence

and any additional cash sufficient to pay any dividends to which such holders are entitled pursuant to ‎Section 1.9(f) and

cash in lieu of any fractional New Wildlife Common Stock to which such holder is entitled pursuant to ‎Section 1.11.

All evidence of shares in book-entry form, any dividends with respect thereto and cash deposited with the Exchange Agent pursuant to

this Section 1.9 shall be referred to in this Agreement as the “Exchange Fund.” New Wildlife shall cause

the Exchange Agent to deliver the Arrangement Consideration and the Merger Consideration (and any dividends pursuant to Section 1.9(f) and

any cash in lieu of any fractional New Wildlife Common Stock pursuant to Section 1.11) contemplated to be issued or paid

pursuant to this Section 1 out of the Exchange Fund. The Exchange Fund shall not be used for any purpose that is not expressly

provided for in this Agreement or the Plan of Arrangement. The Exchange Agent shall invest any cash included in the Exchange Fund as

directed by New Wildlife; provided, that no such investment or losses thereon shall affect the Arrangement Consideration, the

Merger Consideration, the dividends to which holders of shares of Company Common Stock are entitled pursuant to ‎Section 1.9(f) or

cash in lieu of fractional interests to which holders of shares of Company Common Stock are entitled pursuant to ‎‎Section 1.11.

Parent shall promptly replace or cause to be replaced any funds deposited with the Exchange Agent lost through any investment made pursuant

to this Section 1.9(b) to the extent necessary to allow the Exchange Agent to pay the Arrangement Consideration and

the Merger Consideration in respect of all Parent Common Shares and shares of Company Common Stock. Any interest and other income resulting

from such investments shall be the property of, and paid to, New Wildlife upon termination of the Exchange Fund.

after the First Merger Effective Time (but in any event, within one (1) Business Day), New Wildlife shall send, or shall cause the

Exchange Agent to send, to each holder of shares of Company Common Stock represented by a Certificate or Uncertificated Shares at the

First Merger Effective Time, who did not submit such holder’s Certificate or Uncertificated Shares together with a Form of

Election pursuant to Section 1.8(b), a letter of transmittal and instructions that shall specify that delivery shall be effected,

and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the

Exchange Agent for use in such exchange.

(d)            With

respect to Uncertificated Shares held through The Depositary Trust Company (“DTC”), New Wildlife and the Company shall

cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees

as soon as reasonably practicable on or after the Closing Date, upon surrender of shares of Company Common Stock held of record by DTC

or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration, cash in lieu of fractional New

Wildlife Common Stock, if any, and any unpaid non-stock dividends or other distributions, in each case, that DTC has the right to receive

pursuant to this Section 1.

(e)            Any

portion of the Exchange Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months following the

Closing Date shall be delivered to New Wildlife or as otherwise instructed by New Wildlife, and any such holder who has not exchanged

shares of Company Common Stock for the Merger Consideration in accordance with this ‎Section 1.9 prior to that time shall

thereafter look only to New Wildlife for payment of the Merger Consideration (and cash in lieu of any fractional New Wildlife Common

Stock and any dividends with respect thereto, as respectively contemplated by Section 1.11 and ‎‎Section 1.9(f)),

without any interest thereon. Notwithstanding the foregoing, New Wildlife and its Subsidiaries (including the Surviving Company and its

Subsidiaries) shall not be liable to any holder of shares of Company Common Stock for any amounts properly paid to a public official

in compliance with applicable abandoned property, escheat or similar Legal Requirements. Any amounts remaining unclaimed by holders of

shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental

Body shall become, to the extent permitted by applicable Legal Requirements, the property of New Wildlife free and clear of any claims

or interest of any Person previously entitled thereto.

(f)            Following

the surrender of any Certificates or the transfer of any Uncertificated Shares as provided in this ‎Section 1.9, New

Wildlife shall pay, or cause to be paid, without interest, to the holder thereof (i) the Merger Consideration in respect thereof

as set forth in Section 1.7, (ii) the amount of any cash payable in lieu of fractional shares to which such Person is

entitled pursuant to Section 1.11, (iii) the aggregate amount of all dividends payable with respect to such New Wildlife

Common Stock with a record date on or after the First Merger Effective Time that were paid prior to the time of such surrender or transfer,

and (iv) at the appropriate payment date after the payment of the Merger Consideration, the amount of all dividends payable with

respect to whole New Wildlife Common Stock constituting the Merger Consideration with a record date on or after the First Merger Effective

Time and prior to the time of such surrender or transfer and with a payment date subsequent to the time of such surrender or transfer.

No dividends or other distributions with respect to New Wildlife Common Stock constituting the Merger Consideration, and no cash payment

in lieu of fractional shares pursuant to Section 1.11, shall be paid to the holder of any Certificates not surrendered or

of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the

case may be, as provided in this ‎Section 1.9.

1.10         Certain

Adjustments.

Without limiting or affecting

any of the provisions of Section 4.2 and subject to the last sentence of this Section 1.10, if, during the period

between the date of this Agreement and the Arrangement Effective Time, any change in the issued and outstanding Parent Common Shares

or shares of Company Common Stock shall occur as a result of any reclassification, recapitalization, stock split (including reverse stock

split), merger, combination, exchange, consolidation, subdivision or readjustment of shares, subdivision or other similar transaction,

or any stock dividend thereon (including any dividend or distribution of securities convertible into the Parent Common Shares or Company

Common Stock), the Arrangement Consideration and Merger Consideration and any other amounts payable pursuant to this Agreement shall

be appropriately adjusted to eliminate the effect of such event on the Arrangement Consideration or Merger Consideration or any such

other amounts payable pursuant to this Agreement. Nothing in this Section 1.10 shall be construed to permit the parties to

take any action except to the extent consistent with, and not otherwise prohibited by, the terms of this Agreement or the Plan of Arrangement.

1.11         No

Fractional Shares.

No certificates or scrip representing

fractional shares of New Wildlife Common Stock shall be issued in the Arrangement or the Mergers. In lieu thereof, upon surrender of

the applicable Certificates or Uncertificated Shares, (a) each holder of Company Class A Common Stock an amount in cash (rounded

to the nearest cent) equal to the product obtained by multiplying (i) the fractional share interest in shares of New Wildlife

Common Stock to which such holder (after taking into account all shares of Company Common Stock held at the First Merger Effective Time

by such) would otherwise be entitled by (ii) the volume-weighted average closing price (rounded to the nearest one ten thousandth)

of Company Common Stock on the New York Stock Exchange over the last 30 trading days preceding and including the day before the First

Merger Effective Time multiplied by (y) ten (10) and (b) the Plan of Arrangement shall govern the treatment of

fractional shares in the Arrangement.

1.12         Lost,

Stolen or Destroyed Certificates.

In the event that any Certificate

shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be

lost, stolen or destroyed and, if required by New Wildlife, the posting by such Person of a bond in customary amount and upon such terms

as may be required as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will

issue in exchange for such lost, stolen or destroyed Certificate, the Arrangement Consideration or Merger Consideration payable or issuable

pursuant to this Section 1 (and any dividends or other distributions pursuant to Section 1.9(f) and any cash in

lieu of any fractional New Wildlife Common Stock pursuant to ‎Section 1.11), as if such lost, stolen or destroyed Certificate

had been surrendered.

1.13         Withholding

Rights.

Notwithstanding any provision

contained herein to the contrary, each of New Wildlife, Parent, Merger Sub I, Merger Sub II, Bidco, the Surviving Company, the Exchange

Agent and any other withholding agent shall be entitled, without duplication, to deduct and withhold from any consideration otherwise

payable to any holder of shares of Company Common Stock, Company Equity Awards, or Parent Common Shares pursuant to this Agreement, such

amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any other applicable federal,

state, local or foreign Tax Legal Requirements. To the extent that amounts are so withheld by New Wildlife, Parent, Merger Sub I, Merger

Sub II, Bidco, the Surviving Company, the Exchange Agent or such other withholding agent, as applicable, and paid to the applicable Governmental

Body required to be paid such withheld amounts, such withheld amounts shall be treated for all purposes of this Agreement as having been

paid to the Person in respect of which such deduction and withholding was made by New Wildlife, Parent, Merger Sub I, Merger Sub II,

Bidco, the Surviving Company, the Exchange Agent, or such other withholding agent, as applicable. New Wildlife, Parent, Merger Sub I,

Merger Sub II, Bidco, the Surviving Company, the Exchange Agent or any other withholding agent, as applicable, shall timely remit any

amounts of Tax so deducted and withheld to the applicable Governmental Body. Each of New Wildlife, Parent, Merger Sub I, Merger Sub II,

Bidco, the Surviving Company, the Exchange Agent and any other withholding agent shall be entitled, without duplication, to take any

other actions it considers reasonably necessary or appropriate in connection with the withholding provisions of this 1.13 in order to

comply with its withholding obligations under the Code, or any other applicable federal, state, local or foreign Tax Legal Requirements.

1.14        Transfers

of Ownership.

(a)            If

a transfer of ownership of Parent Common Shares or shares of Company Common Stock is not registered in the stock transfer books or ledger

of Parent or the Company (as applicable), or if payment of the Arrangement Consideration or Merger Consideration is to be made to a Person

other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a

condition to such payment that (i) either such certificate representing such share shall be properly endorsed or shall otherwise

be in proper form for transfer or such share, if uncertificated, shall be properly transferred and (ii) the Person requesting such

payment shall pay to the Exchange Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered

holder of such share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(b)            Following

the Exchange, there shall be no further registration of transfers of Parent Common Shares on the records of Parent. If, after the Arrangement

Effective Time, certificates or uncertificated Parent Common Shares are presented to New Wildlife, Parent or the Exchange Agent for any

reason, they shall be cancelled and exchanged for the Arrangement Consideration provided for, and in accordance with the procedures set

forth, in the Plan of Arrangement. Upon the First Merger Effective Time, there shall be no further registration of transfers of shares

of Company Common Stock on the records of the Company. If, after the First Merger Effective Time, Certificates or Uncertificated Shares

are presented to New Wildlife, the Surviving Company or the Exchange Agent for any reason, they shall be cancelled and exchanged for

the Merger Consideration provided for, and in accordance with the procedures set forth, in Section ‎1.9.

1.15        Dissenters’

Rights.

(a)            Registered

holders of Parent Common Shares shall have Dissent Rights in respect of the Arrangement as provided in the Plan of Arrangement.

(b)            Notwithstanding

anything to the contrary contained in this Agreement, shares of Company Common Stock held by a holder who has made a proper demand for

appraisal of such shares of Company Common Stock in accordance with Section 262 of the DGCL and who has otherwise complied with

all applicable provisions of Section 262 of the DGCL (any such shares being referred to as “Dissenting Shares”

until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the

DGCL with respect to such shares) shall not be converted into or represent the right to receive Merger Consideration in accordance with

Section 1.7(a), but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares.

any Dissenting Shares lose their status as such (through failure to perfect or otherwise), then, effective as of the later of the First

Merger Effective Time and the date of loss of such status, such shares will be deemed automatically to have been converted into, and

shall represent only, the right to receive Merger Consideration in accordance with Section 1.7(a), without interest thereon,

upon surrender of the Certificates and Uncertificated Shares, in each case in accordance with Section 1.9.

(d)            The

Company shall give Parent: (i) prompt notice of any demand for appraisal received by the Company prior to the First Merger Effective

Time pursuant to the DGCL, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior

to the First Merger Effective Time pursuant to the DGCL and relating to any demand for appraisal; and (ii) the opportunity to participate

in (but not direct) all negotiations and proceedings with respect to any such demand, notice or instrument relating to any demand for

appraisal. The Company shall not (i) make any payment or settlement offer prior to the First Merger Effective Time with respect

to any such demand, notice or instrument or (ii) waive any failure to timely deliver a written demand for appraisal or timely take

any other action to perfect appraisal rights in accordance with the DGCL, in each case unless Parent has given its prior written consent

to such payment or settlement offer.

1.16        Further

Action.

If, at any time after the First

Merger Effective Time, any further action is determined by New Wildlife to be necessary or desirable to carry out the purposes of this

Agreement or to vest the Surviving Company with full right, title and possession of and to all rights and property of the Company, Merger

Sub I and Merger Sub II, then the officers and directors of New Wildlife and the Surviving Company shall be fully authorized (in the

name of the Company, in the name of Merger Sub I, in the name of Merger Sub II or otherwise) to take such action. If, at any time after

the Arrangement Effective Time, any further action is determined by New Wildlife to be necessary or desirable to carry out the purposes

of this Agreement, the Plan of Arrangement or to vest Bidco with full right, title and possession of and to all rights and property of

Parent, then the officers and directors of New Wildlife and Bidco shall be fully authorized (in the name of Parent or otherwise) to take

such action.

1.17        Intended

Tax Treatment.

Each of the parties to this

Agreement intends that, for U.S. federal income tax purposes, (1) the Mergers, taken together, will qualify as a “reorganization”

within the meaning of Section 368(a) of the Code, (2) the Mergers, taken together, the Exchange and the Rhino Merger will

together qualify as a transaction described in Section 351 of the Code, and (3) this Agreement be, and is hereby adopted as,

a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and for purposes of Sections

354 and 361 of the Code.

Section 2.              Representations

and Warranties of the Company

Except as set forth in (x) any

Company SEC Report filed with, or furnished to, the SEC on or after January 1, 2023 (so long as such documents are publicly available

via the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system) at least one day before the date of this

Agreement (including exhibits and other information filed or furnished therewith, or incorporated by reference therein, but excluding

any disclosures set forth in the “risk factors” section or in any depiction of risks in any “forward-looking statements”

section to the extent such disclosures are cautionary and forward-looking in nature (other than any portion of such disclosures that

relate to historical or factual matters)) provided, that (A) any matter disclosed in any Company SEC Report will be deemed

to be disclosed in a section of the Company Disclosure Schedule only to the extent it is reasonably apparent on the face of such disclosure

in such Company SEC Report that it is applicable to such section of the Company Disclosure Schedule and (B) nothing disclosed in

any such Company SEC Report will be deemed to modify or qualify the representations and warranties set forth in Section 2.1,

Section 2.2, Section 2.3, Section 2.8, Section 2.12, Section 2.20 or Section 2.21,

or (y) the Company Disclosure Schedule (subject to Section 8.6), the Company represents and warrants to Parent, Merger

Sub I, Merger Sub II and New Wildlife as follows:

2.1          Organization;

Qualification.

(a)            The

Company is a corporation duly organized, validly existing and in good standing under the Legal Requirements of the State of Delaware

and has all requisite corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its

business as presently conducted, except, in each case, as would not reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect on the Company. The Company is qualified to do business and, where such concept is recognized, is in good standing

as a foreign corporation or other Entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or

conduct of its business requires such qualification, except, in each case, as would not reasonably be expected to have, individually

or in the aggregate, a Material Adverse Effect on the Company. The Company has filed with the SEC, prior to the date of this Agreement,

a true, accurate and complete copy of the certificate of incorporation and bylaws of the Company, as amended (“Company Governing

Documents”). The Company is not in violation of the Company Governing Documents in any material respect.

(b)            Each

Subsidiary of the Company is a corporation or other Entity duly organized, validly existing and, where such concept is recognized, in

good standing under the Legal Requirements of its respective jurisdiction of its incorporation or organization and has all requisite

corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently

conducted, and is qualified to do business and, where such concept is recognized, is in good standing as a foreign corporation or other

Entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires

such qualification, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect on the Company.

2.2          Capitalization;

Subsidiaries.

(a)            The

authorized capital stock of the Company consists of: (i) 180,000,000 shares of Company Class A Common Stock; (ii) 1,000

shares of Company Class B Common Stock, of which 250 shares are classified as Company Series B Common Stock and 750 shares

are classified as Company Series B-1 Common Stock; and (iii) 10,000,000 shares of preferred stock, $0.0001 par value per share

(“Company Preferred Stock”). As of 5:00 p.m. (Mountain time) on April 24, 2026 (the “Capitalization

Date”):

(i)            21,232,815

shares of Company Class A Common Stock were issued and outstanding;

(ii)            1

share of Company Series B Common Stock was issued and outstanding;

(iii)            No

shares of Company Series B-1 Common Stock were issued and outstanding;

(iv)            No

shares of Company Preferred Stock were issued and outstanding;

(v)            310,830

shares of Company Class A Common Stock were subject to issuance pursuant to outstanding Company Options;

(vi)            3,012,998

shares of Company Class A Common Stock were subject to issuance pursuant to outstanding Company RSUs;

(vii)            3,002,760

shares of Company Class A Common Stock were subject to issuance pursuant to outstanding Company PSUs (assuming actual performance

for completed performance periods and achievement of the target level of performance for Company PSUs at the end of the current and future

performance periods); and

(viii)            21,232,815

OpCo common units were issued and outstanding and held by the Company and 12,559,600 OpCo common units were issued and outstanding and

held by Rhino, which such units constitute all of the outstanding units of OpCo and, following the consummation of the Rhino Merger,

all such units will be owned, directly or indirectly, by the Company.

(b)            All

issued and outstanding shares of Company Common Stock including Company Options, Company RSUs and Company PSUs are duly authorized, validly

issued, fully paid, nonassessable and were issued in compliance in all material respects with applicable Legal Requirements and are free

of any preemptive rights. With respect to each Company Option, Company RSU, Company PSU and each other equity award granted by the Company

or available for issuance under the Company Equity Plans, (i) each grant was duly authorized no later than the date on which the

grant of such grant was by its terms effective (the “Grant Date”), (ii) each Company Option has an exercise price

that is equal or greater than the fair market value of the underlying shares of Company Class A Common Stock on the applicable Grant

Date, (iii) each such grant was properly accounted for and disclosed in all material respects in accordance with Legal Requirements,

and (iv) no modifications have been made to any Company Options following the Grant Date.

as set forth in Section 2.2(a) herein, other than the shares of Company Common Stock that have become outstanding after

the Capitalization Date that were issued in accordance with the Company Equity Plans or in connection with the redemption or exchange

of OpCo common units, and other than equity securities that were issued in accordance with Section 4.2(b): (i) the Company

does not have any shares of capital stock or other equity interests issued or outstanding; (ii) except for the Rhino Merger Agreement

and the OpCo common units held by Rhino, there are no outstanding subscriptions, options, warrants, puts, calls, exchangeable or convertible

securities or other similar rights, agreements or commitments or any other Contract to which the Company or any Subsidiary of the Company

is a party or is otherwise bound obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell, or make any payment

with respect to, any shares of or other equity interests of the Company or any of its Subsidiaries or securities convertible into, exchangeable

for or exercisable for, or that correspond to, such shares or equity interests, (B) grant, extend or enter into any such subscription,

option, warrant, put, call, exchangeable or convertible securities or other similar right, agreement or commitment, or (C) redeem

or otherwise acquire any such shares or other equity interests; and (iii) there is no stockholder rights plan (or similar plan commonly

referred to as a “poison pill”) under which the Company is obligated to sell or otherwise issue any shares of its capital

stock or any other securities.

(d)            There

are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or which are convertible into

or exercisable for securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote.

(e)            Except

for the Voting and Support Agreements, there are no voting trusts or other agreements or understandings to which the Company or any of

its Subsidiaries is a party with respect to the voting of the capital stock or other equity interests of the Company or any of its Subsidiaries.

(f)            Section 2.2(f) of

the Company Disclosure Schedule sets forth a true, accurate and complete list (as of the date hereof) of (i) the Subsidiaries of

the Company and (ii) the Company’s or any of its Subsidiaries’ membership interest, partnership interest, joint venture

interest or other equity or voting interest in any other Person, in each case, setting forth the name, the jurisdiction of organization

and ownership percentage. All of the outstanding shares of capital stock of, or equity interests in, each of the Subsidiaries of the

Company are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, and all such shares and equity

interests (other than the OpCo common units owned by Rhino) are owned of record and beneficially, directly or indirectly, by the Company

free and clear of all Encumbrances, other than Permitted Encumbrances or arising pursuant to applicable securities Legal Requirements.

2.3          Authority.

(a)            The

Company has the requisite corporate power and authority to execute and deliver this Agreement and the documents contemplated hereby to

which it is a party and, assuming the representations and warranties set forth in Section 3.5 are true and correct and subject

to receipt of the Required Company Stockholder Vote, to perform its obligations hereunder and to consummate the Contemplated Transactions.

The Company Board at a duly held meeting unanimously, by those directors voting, (A)(i) determined that this Agreement and the Contemplated

Transactions, including the Mergers, are fair to, and in the best interest of, the Company and its stockholders, (ii) declared advisable

and approved this Agreement, (iii) approved the execution, delivery and performance by the Company of this Agreement and the consummation

of the Contemplated Transactions, including the Mergers, (iv) subject to the other terms and conditions of this Agreement, including

Section 4.3, resolved to recommend the Company Board Recommendation, in each case, on the terms and subject to the conditions

set forth herein and (v) resolved to recommend that the holders of Company Common Stock adopt this Agreement and (B) approved

the entry into the Rhino Merger Agreement and the TRA Termination Agreement by the Company and, in each case, the consummation of the

transactions contemplated thereby. Except for the receipt of the Required Company Stockholder Vote, and the filing of the certificates

of merger for the Rhino Merger, the First Merger and the Second Merger with the Secretary of State of the State of Delaware, no other

corporate or similar proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and

the consummation of the Contemplated Transactions (except with respect to the Arrangement).

(b)            (i) This

Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery

hereof by New Wildlife, Parent, Bidco, Merger Sub I and Merger Sub II, constitutes the valid and binding agreement of the Company, enforceable

against the Company in accordance with its terms, (ii) the Rhino Merger Agreement (a true and complete copy of which has been attached

hereto as Exhibit B) has been duly and validly executed and delivered by the Company and constitutes the valid and binding

agreement of the Company, enforceable against the Company in accordance with its terms, and (iii) the TRA Termination Agreement

(a true and complete copy of which has been attached hereto as Exhibit H) has been duly and validly executed and delivered

by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms,

in each case, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, reorganization,

moratorium or other similar Legal Requirements, now or hereafter in effect, relating to creditors’ rights generally and (B) equitable

remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion

of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Limitations”).

2.4          Governmental

Consents; No Violation.

(a)            Other

than in connection with or in compliance with (i) the DGCL and the DLLCA, including the filing of the certificates of merger, (ii) the

Securities Act and the Exchange Act, including the filing with the SEC of the Proxy Statement/Prospectus, and any other applicable U.S.

state or federal securities, takeover or “blue sky” Legal Requirements, (iii) the HSR Act, any foreign antitrust and

competition Legal Requirement, any Foreign Investment Law, (iv) the NYSE Rules, and (v) FDD amendment filings by Franchisors

under applicable Franchise Laws, no consent, approval, authorization or permit of, or filing with or notification to, any Governmental

Body is necessary or required, under applicable Legal Requirements, on the part of the Company for the consummation by the Company of

the Contemplated Transactions, except for such consents, approvals, authorizations, permits, filings or notifications that, if not obtained

or made, (x) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company

and (y) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of

the Company to consummate the Contemplated Transactions prior to the End Date.

(b)            Assuming

compliance with Section 2.4(a) (including, where relevant, expiration of a waiting period) and receipt of the Required

Company Stockholder Vote, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company

of the Contemplated Transactions, do not and will not (i) result in any violation or breach of, or default (with or without notice,

lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any material obligation

or to the loss of a material benefit under, any Material Contract or result in the creation of any Encumbrances (other than Permitted

Encumbrances) upon any of the properties or assets of the Company or any of its Subsidiaries, (ii) conflict with or violate any

provision of the Company Governing Documents or (iii) conflict with or violate any Legal Requirements applicable to the Company

or any of its Subsidiaries or any of their respective properties or assets, other than in the case of clauses (i) and (iii), any

such violation, conflict, breach, default, termination, cancellation, acceleration, right, loss or Encumbrance that (x) would not

reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company and (y) would not reasonably

be expected to have, individually or in the aggregate, a material adverse effect on the ability of the Company to consummate the Contemplated

Transactions prior to the End Date.

2.5           Reports

and Financial Statements.

(a)            The

Company has timely filed or furnished all registration statements, proxy statements and other statements, reports, schedules, forms and

other documents required to be filed by the Company with the SEC since January 1, 2023 (the “Company SEC Reports”).

As of their respective filing dates (or, if amended or superseded by a filing prior to the date hereof, as of the date of such amended

or superseded filing), the Company SEC Reports complied as to form in all material respects with the applicable requirements of the Securities

Act, the Exchange Act and the Sarbanes-Oxley Act, and any rules and regulations promulgated thereunder applicable to the Company

SEC Reports. As of their respective filing dates (or, if amended or superseded by a filing prior to the date hereof, as of the date of

such amended or superseded filing), the Company SEC Reports did not contain any untrue statement of a material fact or omit to state

a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which

they were made, not misleading. No Subsidiary of the Company is separately subject to the periodic reporting requirements of the Exchange

Act.

(b)            The

consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Reports (if

amended, as of the date of the last such amendment) fairly presented, in all material respects, the financial position of the Company

and its consolidated Subsidiaries, as at the respective dates thereof, and their results of operations and cash flows for the respective

periods then ended (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and to any other adjustments

described therein, including the notes thereto) and were prepared in conformity with GAAP applied on a consistent basis during the periods

involved (except as may be indicated in the notes to such financial statements or as permitted by Regulation S-X or other rules and

regulations of the SEC, or, in the case of unaudited financial statements, as permitted by Form 10-Q, Form 8-K or any successor

form under the Exchange Act or other rules and regulations of the SEC).

the Company nor any Subsidiary is a party to any joint venture, off-balance sheet partnership or any similar Contract (including any

Contract relating to any transaction or relationship between or among the Company and any Subsidiary, on the one hand, and any unconsolidated

Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance

sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or effect

of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Subsidiary

in the Company’s or the Subsidiaries’ published financial statements or any Company SEC Reports.

(d)            To

the Knowledge of the Company, there are no unresolved comments received from the SEC staff with respect to the Company SEC Reports on

or prior to the date hereof. To the Knowledge of the Company, none of the Company SEC Reports filed on or prior to the date hereof is

subject to ongoing SEC review or investigation.

2.6           Controls

and Procedures.

The Company maintains “disclosure

controls and procedures” and “internal control over financial reporting” (as such terms are defined in paragraphs (e) and

(f), respectively, of Rule 13a 15 under the Exchange Act) as required by Rule 13a-15 or 15d-15 under the Exchange Act. Such

disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company

in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s

management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to

Sections 302 and 906 of the Sarbanes-Oxley Act. Such internal control over financial reporting is reasonably designed to provide reasonable

assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements

for external purposes in accordance with GAAP. Based on the Company’s most recent evaluation of internal control over financial

reporting prior to the date hereof, to the Knowledge of the Company, as of the date hereof, there is (i) no material weakness in

the design of its internal control over financial reporting, and (ii) no fraud, whether or not material, involving management or

other employees of the Company who have a significant role in the internal control over financial reporting of the Company, that in either

case would reasonably be expected to result in a material misstatement of the Company’s financial statements.

2.7           Undisclosed

Liabilities.

None of the Acquired Companies

has any Liability of any nature, other than: (i) Liabilities reflected or otherwise reserved against in the Company Balance Sheet

(or the notes thereto); (ii) Liabilities that have been incurred by the Acquired Companies since the date of the Company Balance

Sheet in the ordinary course of business; (iii) Liabilities for performance of obligations of the Acquired Companies under any Contracts

of the Company; (iv) Liabilities under this Agreement, the Rhino Merger Agreement or in connection with the Contemplated Transactions,

including the Mergers and the Rhino Merger; and (v) Liabilities that would not reasonably be expected to have, individually or in

the aggregate, a Material Adverse Effect on the Company.

2.8           Absence

of Changes.

Between the date of the Company

Balance Sheet and the date of this Agreement: (a) there has not been any Material Adverse Effect on the Company; (b) except

in connection with the negotiation, execution and delivery of this Agreement and the Rhino Merger Agreement, the business of the Company

and its Subsidiaries has been conducted in all material respects in the ordinary course of business; and (c) neither the Company

nor any of its Subsidiaries has taken any action or committed to take any action, that if taken during the Pre-Closing Period would require

Parent’s consent under Section 4.2(b)(i).

2.9          Compliance

with Legal Requirements.

(a)            The

Company and each of its Subsidiaries are in compliance with and are not in default under or in violation of any Legal Requirements applicable

to the Company, its Subsidiaries or any of their respective properties or assets, except where such non-compliance, default or violation

would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

(b)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (i) the

Company and its Subsidiaries are and have been since January 1, 2023, in possession of all franchises, grants, authorizations, licenses,

permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Body necessary for the Company

and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted

(the “Company Permits”), (ii) all Company Permits are valid and in full force and effect and (iii) since

January 1, 2023, neither the Company nor any of its Subsidiaries have received any written notice of any cancellation or suspension,

or threatened cancellation or suspension, of, or material limitation on, any such Company Permit.

January 1, 2023, the Company has not (i) contracted with independent sales representatives, contractors, brokers or consultants

which are authorized to sell or promote franchises on behalf of the Franchisors, except in the ordinary course of business, or (ii) agreed

to rebate or share with any third party amounts to be paid by a Franchisee under any Franchise Agreement. Each Franchisor is and, since

January 1, 2023, has been, in compliance in all material respects with Franchise Laws in states in which it conducts, and/or has

conducted at any time during such period, franchise activities, except as would not reasonably be expected to have, individually or in

the aggregate, a Material Adverse Effect on the Company. Section 2.9(c) of the Company Disclosure Schedule sets forth a true,

correct and complete list of all currently effective U.S. state franchise registrations, state franchise registration exemption filings

and state business opportunity law exemption filings obtained by any Franchisor.

2.10        Employee

Benefit Plans; ERISA.

(a)            Section 2.10(a) of

the Company Disclosure Schedule contains a true, complete and correct list, as of the date of this Agreement, of each material Company

Plan. With respect to each material Company Plan, as applicable, the Company has made available to Parent true, accurate and complete

copies of (i) the current plan document, including any amendments thereto, and descriptions of the material terms of any such Company

Plan that is not in writing (and, if applicable, related trust or funding agreements, annuity policies or insurance policies), (ii) the

most recent determination or opinion letter received from, or issued by, the applicable Governmental Body, including the IRS, and (iii) the

most recent financial statements and filed annual reports.

(b)            Except

as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (i) each

Company Plan has been established, maintained and operated in all material respects in accordance with its terms and in compliance in

all material respects with all applicable Legal Requirements, including ERISA, the Code, the Income Tax Act (Canada) and applicable

provincial pension standards, as applicable; (ii) each Company Plan intended to qualify for Tax-exempt or Tax-preferred treatment

including under Section 401(a) of the Code and each trust intended to qualify for Tax-exempt and Tax-preferred treatment including

under Section 501(a) of the Code, if applicable, has obtained a favorable determination letter or is the subject of a favorable

opinion letter from the applicable Governmental Body, including the IRS, as to its qualified status under the Code, and, to the Knowledge

of the Company, no event has occurred and no facts or circumstances exist that would reasonably be expected to adversely affect such

qualification; (iii) each Foreign Company Plan intended to qualify for special tax treatment satisfies all requirements for such

treatment under applicable Legal Requirements; (iv) there is no audit, inquiry or Legal Proceeding pending or, to the Knowledge

of the Company, threatened in writing by the IRS, DOL or any other Governmental Body with respect to any Company Plan, and to the Knowledge

of the Company, no facts or circumstances exist that would be reasonably expected to form a reasonable basis for any such audit, inquiry

or Legal Proceeding; (v) none of the Acquired Companies or any of their respective ERISA Affiliates has since January 1, 2023

incurred any material penalty or Tax with respect to any Company Plan under applicable Legal Requirements, including Section 502(i) of

ERISA or Sections 4975 through 4980 of the Code; (vi) each of the Acquired Companies and their respective ERISA Affiliates have

timely made all contributions and other payments required by and due under the terms of each Company Plan, except as would not result

in material Liability and, to the extent not yet due, such contributions and other payments have been adequately accrued in the consolidated

financial statements (including any related notes) contained or incorporated by reference in the Company SEC Reports; and (vii) each

Foreign Company Plan that is required to be registered or approved by any Governmental Body under applicable Legal Requirements has been

so registered or approved.

the past six (6) years, none of the Acquired Companies, and none of their respective ERISA Affiliates, has maintained, established,

sponsored, participated in, or contributed to, or been obligated to contribute to, or could reasonably have any Liability in respect

of, any: (i) “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA subject to Title

IV of ERISA or Section 412 of the Code; (ii) “multiemployer plan” within the meaning of Section (3)(37) of

ERISA; (iii) plan described in Section 413 of the Code; (iv) a plan that is or has been funded by, associated with or

is related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of

the Code; (v) a pension plan that is subject to federal or provincial pension standards legislation in Canada, including any “registered

pension plan” (as such term is defined in Section 248(1) of the Income Tax Act (Canada)); (vi) a “retirement

compensation arrangement” (as such term is defined in Subsection 248(1) of the Income Tax Act (Canada)); (vii) an

“employee life and health trust” (as such term is defined in Subsection 248(1) of the Income Tax Act (Canada));

or (viii) an “employees profit sharing plan” (as such term is defined in Subsection 144(1) of the Income Tax

Act (Canada)). No Company Plan is intended to be or has ever been found or alleged by a Governmental Body in writing to be a “salary

deferral arrangement” (as such term is defined in Subsection 248(1) of the Income Tax Act (Canada)). No Company Plan

subject to ERISA holds stock issued by the Company or any of its current ERISA Affiliates as a plan asset. Except as would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, the fair market value of the assets of

each funded Foreign Company Plan, the Liability of each insurer for any Foreign Company Plan funded through insurance, or the book reserve

established for any Foreign Company Plan, together with any accrued contributions, is sufficient to procure or provide in full for the

accrued benefit obligations, with respect to all current and former participants in such Foreign Company Plan according to the reasonable

actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Company

Plan.

(d)            No

Company Plan provides (except at no cost to the Acquired Companies or any Affiliate of any Acquired Company), or reflects or represents

any Liability of any of the Acquired Companies or any Affiliate of any Acquired Company to provide, post-termination or retiree life

insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any Company

Associate for any reason, (i) except for any benefits required to be provided during a notice of termination period (whether statutory,

contractual or at common law), or (ii) except as may be required by under the Consolidated Omnibus Budget Reconciliation Act of

1985, as amended.

(e)            Except

as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the Contemplated

Transactions will (either alone or in combination with another event, whether contingent or otherwise): (i) result in any payment

(whether of bonus, change in control, retention, severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution,

increase in benefits or obligation to fund benefits with respect to any Company Associate; or (ii) require any contributions or

payments to fund any obligations under any Company Plan, or cause any of the Acquired Companies to transfer or set aside any assets to

fund any Company Plan. Without limiting the generality of the foregoing, no amount payable to any Company Associate as a result of the

execution and delivery of this Agreement or the consummation of any of the Contemplated Transactions (either alone or in combination

with any other event) would be an “excess parachute payment” within the meaning of Section 280G or would be nondeductible

under Section 280G of the Code. None of the Acquired Companies has any obligation to compensate any Company Associate for any Taxes

incurred by such Company Associate under Section 4999 of the Code.

(f)            Except

as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company, each Company

Plan that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code and the regulations and

guidance thereunder (“Section 409A”) is and has at all times been administered in documentary and operational

compliance with the requirements of Section 409A in all material respects. No Acquired Company has any obligation to gross-up or

otherwise reimburse any Company Associate for any Tax incurred by such person pursuant to Section 409A.

2.11         Labor

Matters.

(a)            Neither

the Company nor any of its Subsidiaries is a party to or otherwise bound by any collective bargaining agreements or other labor-related

agreements with a labor union, works council or similar employee or labor organization applicable to any Company Associate. There are

no pending material strikes, lockouts, grievances or other labor disputes with respect to any employees of the Company or its Subsidiaries,

and to the Knowledge of the Company, none are threatened in writing against the Company or any of its Subsidiaries.

(b)            The

Company has provided to Parent a correct and complete list that includes the following details for each active employee of the Acquired

Companies employee identification number, job title, place of work, commencement date, base compensation, incentive compensation in 2025

and vacation entitlement accrual.

Company has provided to Parent a correct and complete list of each independent contractor, dependent contractor and consultant engaged

by the Acquired Companies, including details regarding their annual fees, length of engagement, location and type of services, and whether

their engagement is subject to a written contract.

(d)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (i) each

contractor and consultant currently engaged by the Acquired Companies is properly characterized as an independent contractor and is not

likely to be characterized by any Governmental Body as an employee, and (ii) to the Knowledge of the Company, the Acquired Companies

do not have any direct or indirect material liability, whether actual or contingent, with respect to the misclassification of any individual

as an independent contractor rather than as an employee, or as eligible or not eligible for overtime pay, or for participation in or

exclusion from any Plan or with respect to any temporary employees, in each case, since January 1, 2023.

(e)            True

and complete copies of any employment agreements, independent contractor agreements, incentive compensation plans, commission plans,

employee confidentiality agreements, intellectual property agreements and restrictive covenant agreements with material terms that deviate

from the Acquired Companies’ standard form of each such agreement and plan applicable to the active employees of the Acquired Companies

have been provided and listed in Section 2.11(e) of the Company Disclosure Schedule.

(f)            Except

as disclosed in Section 2.11(f) of the Company Disclosure Schedule, there are no change of control, gross-up or similar agreements

or arrangements with any employees or contractors, and neither the execution and delivery of this Agreement nor the completion of the

Contemplated Transactions will result in any cash or other compensation or benefits accelerating or becoming payable to any employees

or contractors.

(g)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, all (i) amounts

that have become due and payable for employee compensation (including salary, wages, overtime, vacation pay, holiday pay, bonuses, commissions,

and other incentive payments, and benefits under the Plans) under applicable Legal Requirements, Contracts or Plans have been paid in

full or are properly reflected in the Company’s books and records, and (ii) required deductions and withholdings (including

income tax withholdings, and employer contribution requirements) have been timely deducted, withheld, and remitted.

(h)            The

Acquired Companies have delivered all current employee manuals and handbooks and employment policy statements of the Acquired Companies.

(i)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company

and its Subsidiaries are and since January 1, 2023 have been in compliance in all material respects with all applicable Legal Requirements

with respect to employment and labor, including Legal Requirements relating to employment standards, wages, hours, overtime, vacation

pay, holiday pay, labor relations, collective bargaining, civil rights, equal employment opportunities, pay equity, fair employment practices,

human rights, harassment, retaliation, leaves of absence, paid sick leave, classification of service providers, unemployment insurance,

employment discrimination, safety and health, immigration status and employment of foreign citizens, workers’ compensation and

payment of withholding and/or social security Taxes.

(j)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, during the past

five (5) years, no allegations of workplace harassment, sexual misconduct or illegal retaliation or discrimination have been made

known to the Company or its Subsidiaries, initiated, filed, settled or, to the Knowledge of the Company, threatened in writing against

the Company or its Subsidiaries or any Company Associate.

(k)            Except

as would not result in material liability for the Company, no tribunal, court or Governmental Body has issued any judgment, order or

determination that any of the Acquired Companies is a joint or common employer of any employee of a Franchisee. Except as would not result

in material liability for the Company, to the Knowledge of the Company, there are no pending or threatened claims that any of the Acquired

Companies is a joint or common employer of any Franchisee’s employees.

2.12        Certain

Business Practices.

(a)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, since January 1,

2021, neither the Company, nor its senior officers, nor any of its Subsidiaries or, to the Knowledge of the Company, any other third

party, in each case, acting on behalf of the Company or any of its Subsidiaries, has taken any action in violation of, been convicted

of, or charged with any offenses under the United States Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign

Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Part IV

or Section 426 (Secret Commissions) of the Criminal Code (Canada), or any other comparable anti-bribery or anti-corruption

legislation in criminal and anti-competition Laws in Canada or the United States (collectively, “Anti-Corruption Laws”).

Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, since

January 1, 2021, neither the Company nor any of its Subsidiaries has been subject to any actual, pending, or threatened Legal Proceeding,

or made any voluntary disclosures to any Governmental Body, involving the Company or any of its Subsidiaries in any way relating to applicable

Anti-Corruption Laws. The Company and its Subsidiaries are in compliance with all Export Control Laws applicable to their export and

import transactions, except for such non-compliance that would not reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect on the Company.

(b)            The

Company and each of its Subsidiaries, and their respective directors, officers, and employees (i) is not a Sanctioned Person and

(ii) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company,

has not engaged and is not currently engaging in any business or other dealings with, in, involving or relating to any Sanctioned Countries

or Sanctioned Persons, in violation of applicable Sanctions. In the past five (5) years, the Company and each of its Subsidiaries

have been in compliance in all material respects with applicable Sanctions and Export Control Laws.

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, since January 1,

2021, neither the Company, nor any of its Subsidiaries or, to the Knowledge of the Company, any other third party, in each case, acting

on behalf of the Company or any of its Subsidiaries, is or has been in violation of any laws relating to anti-money laundering, anti-terrorist

financing or anti-sanctions evasion including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and

the regulations thereunder or the Criminal Code (Canada) (collectively “AML Laws”). Except as would not reasonably

be expected, individually or in the aggregate, to be material to the Company, since January 1, 2021, neither the Company nor any

of its Subsidiaries is or has been subject to any actual, pending, or threatened Legal Proceeding, or made any voluntary disclosures

to any Governmental Body, involving the Company or any of its Subsidiaries in any way relating to applicable AML Laws.

2.13        Affiliate

Transactions.

There are no transactions,

agreements, arrangements or understandings between the Company, on the one hand, and any director or executive officer of the Company,

on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act with respect to the

Company other than ordinary course of business employment agreements and similar employee arrangements.

2.14        Tax

Matters.

Except as would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company:

(a)            (i) all

Tax Returns required to be filed by or on behalf of each Acquired Company with any Governmental Body (1) have been filed on or before

the applicable due date (including any extensions of such due date) and (2) are true, correct and complete; and (ii) all Taxes

for which each Acquired Company is liable have been timely paid or accrued (in accordance with GAAP);

(b)            (i) the

Company Balance Sheet reflects a reserve established in accordance with GAAP for all actual and contingent Tax liabilities of the Acquired

Companies as of the date thereof, and (ii) since such date, no Acquired Company has incurred Liabilities for Taxes other than in

the ordinary course of operation of its business, except in connection with the Contemplated Transactions;

audit, claim or Legal Proceeding relating to Taxes for which an Acquired Company is or may be liable, is pending or threatened in writing

and, in each case, that has not been resolved; (ii) no deficiency for Taxes that remains unpaid or otherwise settled has been proposed

or assessed by any Governmental Body against any Acquired Company; and (iii) no written claim has since January 1, 2023 been

made by any Governmental Body in a jurisdiction where an Acquired Company does not file a Tax Return that it is or may be subject to

Tax in that jurisdiction;

(d)            other

than Permitted Encumbrances, there are no Encumbrances relating to Taxes upon any asset of any Acquired Company;

(e)            in

the two (2) years prior to the date of this Agreement, no Acquired Company has constituted either a “distributing corporation”

or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code in connection with a distribution

of stock qualifying for tax-free treatment under Sections 355 and 361 of the Code;

(f)            (i) no

Acquired Company has any Liability for the Taxes of another Person (other than another Acquired Company) under Treasury Regulations Section 1.1502-6

(or any similar state, local or foreign Legal Requirement), as a transferee, as a successor or by Contract, except for an agreement (A) solely

between the Acquired Companies, (B) that will terminate as of Closing, or (C) entered into in the ordinary course of business

and not primarily related to the allocation or sharing of Taxes or otherwise, and (ii) except for a group of which the Company is

the common parent and which includes only the Acquired Companies, no Acquired Company has been a member of an affiliated, consolidated,

or unitary group for Tax purposes;

(g)            no

Acquired Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract

(except for an agreement (i) solely between Acquired Companies, (ii) that will terminate as of Closing or (iii) entered

into in the ordinary course of business and not primarily related to the allocation or sharing of Taxes);

(h)            no

Acquired Company has since January 1, 2023 participated in a “listed transaction” within the meaning of Treasury Regulations

Section 1.6011-4(b)(2) or a similar transaction under any similar Legal Requirement;

(i)            no

Acquired Company has entered into any “closing agreement” as described in Section 7121 of the Code (or any similar state,

local or foreign Legal Requirement), and no Acquired Company has requested, has received or is subject to any written ruling of a Governmental

Body or has entered into any similar written agreement with a Governmental Body with respect to any Taxes;

(j)            each

Acquired Company has properly and timely withheld from each payment or deemed payment made to each Company Associate, its past and present

suppliers, creditors, stockholders and other third parties all Taxes and other deductions required to be withheld and has duly and timely

paid such withheld amounts to the proper Governmental Bodies and complied with all reporting and record retention requirements related

to such Taxes;

(k)            no

Acquired Company has Knowledge of any facts, agreements, plans or other circumstances, or has taken or agreed to take any action, that

could reasonably be expected to prevent or impede (1) the Mergers, taken together, from qualifying as a “reorganization”

within the meaning of Section 368(a) of the Code, or (2) the Mergers, taken together, the Exchange and the Rhino Merger

from together qualifying as a transaction described in Section 351 of the Code;

(l)            no

claims have since January 1, 2023 been made by any Governmental Body that any Acquired Company is or may be subject to Tax in a

jurisdiction where the Acquired Company does not file Tax Returns;

(m)            no

facts, circumstances or events exist or have existed that have resulted in, or may result in, the application of any of Sections 15,

17, 79 to 80.04 of the Income Tax Act (Canada) (or any similar provision of an applicable Tax Legal Requirement of any province

or territory of Canada) to an Acquired Company; and

(n)            for

any transactions since January 1, 2023 between each Acquired Company and any non-resident person with whom it was not dealing at

arm’s length, such Acquired Company has made or obtained records or documents that meet the transfer pricing requirements under

applicable Legal Requirements;

(o)            the

value of the consideration paid or received by an Acquired Company for the acquisition, sale, transfer or provision of property (including

intangibles) or the provision of services (including financial transactions) from or to a person with whom the Acquired Company was not

dealing at arm’s length within the meaning of the Income Tax Act (Canada) was equal to the fair market value of such property

acquired, provided or sold or services purchased or provided;

(p)            each

Acquired Company that carries on business in Canada is duly registered with the Canada Revenue Agency under Subdivision d of Division

V of Part IX of the Excise Tax Act (Canada) for purposes of goods and services sales tax and the harmonized sales tax (“GST/HST”).

All input tax credits, rebates and similar refunds claimed by an Acquired Company for GST/HST and provincial or other sales or value-added

tax purposes were calculated in accordance with applicable Tax Legal Requirement. Each Acquired Company has complied with all registration,

reporting, payment, collection and remittance requirements in respect of GST/HST and provincial or other sales or value-added tax in

accordance with applicable Tax Legal Requirements;

(q)            no

Acquired Company that carries on business in Canada has claimed any reserve, deduction, or deferral, or made any election or designation,

under the Income Tax Act (Canada) or any applicable Tax Legal Requirement of any province or territory of Canada, other than any

such item claimed or made in the ordinary course of business and consistent with past practice, that would reasonably be expected to

materially increase Taxes payable by an Acquired Company in any taxation year or period beginning on or after the Closing Date or, with

respect to any period beginning before and ending after the Closing Date, the portion of such period beginning on or after the Closing

Date;

(r)            no

Acquired Company that carries on business in Canada has made any payment, nor is obligated to make any payment, nor is a party to any

agreement under which it could be obligated to make any payment, that may not be deductible by virtue of Section 67 or 78 of the

Income Tax Act (Canada) or any similar provision of an applicable Tax Legal Requirement of any province or territory of Canada;

(s)            none

of the shares of the Company constitute “taxable Canadian property” for purposes of the Income Tax Act (Canada); and

(t)            no

Acquired Company that carries on business in Canada has engaged in any transaction that is or could be a “reportable transaction”

as defined in Subsection 237.3(1) of the Income Tax Act (Canada) or a “notifiable transaction” as defined in

Subsection 237.4(1) of the Income Tax Act (Canada).

Notwithstanding any other

provision of this Agreement, Section 2.10, Section 2.11 and this Section 2.14, each only to the extent

they relate to Taxes, shall contain the sole and exclusive representations and warranties of the Company with respect to Taxes.

2.15        Legal

Proceedings; Orders.

(a)            Except

as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, there is no

pending Legal Proceeding or that, to the Knowledge of the Company, is being threatened in writing against the Company or any of its Subsidiaries.

There is no pending Legal Proceeding against the Company or any of its Subsidiaries that challenges, or that may have the effect of preventing,

delaying, making illegal or otherwise interfering with, the Mergers, the Rhino Merger, or any of the other Contemplated Transactions.

No Acquired Company is subject to any order, decree or ruling that would, individually or in the aggregate, reasonably be expected to

have a Material Adverse Effect on the Company.

(b)            Except

as set forth on Section 2.15(b) of the Company Disclosure Schedule, (i) there are no outstanding material disputes between

any Acquired Company and any Franchisee of any Franchisor, except as would not reasonably be expected to have, individually or in the

aggregate, a Material Adverse Effect on the Company, and (ii) no Franchisees or independent franchisee associations having Franchisees

as members have brought material legal claims against any Acquired Company that are still pending, and no franchisee associations having

Franchisees as members have provided to any Acquired Company a written objection to the policies of any of the Franchisors, except as

would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. No Acquired Company

has received any written notice from any Person alleging that any Franchisor is a joint or co-employer of, or has any liability whatsoever

as a joint or co-employer with respect to, any employees of a Franchisee. Except for the arrangements described on Section 2.15(b) of

the Company Disclosure Schedule, no Franchisor has granted any subfranchising rights to a Franchise System which remain in force.

2.16        Intellectual

Property.

(a)            Section 2.16(a) of

the Company Disclosure Schedule sets forth a true, complete and accurate list of all (i) issued patents and pending patent applications,

(ii) trademark and service mark registrations and applications, (iii) copyright registrations and applications, and (iv) Internet

domain name registrations, in each case that are owned or purported to be owned by the Company or any of its Subsidiaries (collectively,

the “Company Registered IP”). The Company and its Subsidiaries own all right, title, and interest in and to all Company

Owned IP and have the right to use all other Intellectual Property used in, held for use in or necessary for the operation of the businesses

of each of the Company and its Subsidiaries as presently conducted, in each case, free and clear of all Encumbrances except for Permitted

Encumbrances (collectively, the “Company Intellectual Property”), except where the failure to own or have the right

to use such properties would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, all of

the Company Registered IP is valid, subsisting and enforceable. No Legal Proceeding is pending or, to the Knowledge of the Company, is

threatened in writing, that challenges the validity, enforceability, registration or ownership of any Company Registered IP.

(b)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (i) the

use of the Company Intellectual Property by the Company and its Subsidiaries and the operation of the business of each of the Company

and its Subsidiaries do not infringe, dilute, misappropriate, or otherwise violate, and since January 1, 2023 have not infringed,

diluted, misappropriated, or otherwise violated any Intellectual Property of any other Person and, (ii) since January 1, 2023,

no Person has sent any written notice to the Company or any of its Subsidiaries (or, to the Knowledge of the Company, any counterparty

to a Franchise Agreement) alleging the foregoing.

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (i) since

January 1, 2023, no Person has challenged the ownership, validity or enforceability of, or, to the Knowledge of the Company, infringed,

diluted, misappropriated, or otherwise violated, any Company Owned IP or any other rights of the Company or any of its Subsidiaries in

any exclusively licensed Company Intellectual Property, and (ii) since January 1, 2023, neither the Company nor any of its

Subsidiaries has made any claim or allegation, or sent any notice, alleging any of the foregoing.

(d)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, no Proprietary

Software contains, is derived from, is distributed, integrated or bundled with, or statically links to or otherwise uses, any Open Source

Software in any manner that (i) requires (or purports to require) the use, licensing, disclosure or distribution of any portion

of Company Owned IP or Proprietary Software (including any source code therefor), (ii) imposes any material limitation, restriction

or condition on the right or ability of the Company or any of its Subsidiaries to use or distribute any Company Owned IP or Proprietary

Software, or (iii) creates obligations for the Company or its Subsidiaries with respect to any Company Owned IP (including any Proprietary

Software) or grants to any other Person any rights or immunities under any Company Owned IP (including any Proprietary Software). Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the

Company, its Subsidiaries, nor any other Person acting on behalf of any of the foregoing has disclosed or delivered to any third party,

agreed to disclose or deliver to any third party, or permitted the disclosure or delivery from any escrow agent or other third party,

any source code. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the

Company, neither the execution, delivery, or performance of this Agreement nor the consummation of any of the transactions contemplated

hereby will, with or without notice or lapse of time, result in, or give any other Person the right or option to cause or declare, (i) a

loss of any Company Owned IP; or (ii) the release, disclosure, or delivery of any Company Owned IP (including the source code of

any Proprietary Software) by or to any escrow agent or other Person, including pursuant to the terms of any source code escrow agreement.

(e)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company

and its Subsidiaries take commercially reasonable actions to protect, safeguard and maintain each item of material Company Intellectual

Property, including taking commercially reasonable security measures to protect the confidentiality of any trade secrets and other material

confidential information included in the Company Intellectual Property or otherwise used or held for use in the conduct of the business

of the Company or its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Material

Adverse Effect on the Company, no current or former employee, founder, officer, consultant, or independent contractor of the Company

or any of its Subsidiaries (each, a “Company Contributor”) has any right, license, claim, or interest whatsoever in

or with respect to any Company Owned IP, and the Company and its Subsidiaries have secured from all Company Contributors who independently

or jointly contributed to the conception, reduction to practice, creation, or development of any Company Owned IP unencumbered, unrestricted,

and exclusive ownership (without any rights of reversion) of all such Company Contributor’s Intellectual Property in such contribution

which the Company and its Subsidiaries do not already own by operation of law and no such Company Contributor has retained any rights

or licenses with respect thereto.

(f)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the IT Systems

owned, used, or held for use by, or relied upon by the Company or any of its Subsidiaries (i) are sufficient for the current needs

of the businesses of the Company and its Subsidiaries, (ii) since January 1, 2023, have not been subject to any outages or

failures which have resulted in Liability or remain unremediated, (iii) since January 1, 2023, permitted any Person to access

the IT Systems without authorization and (iv) to the Knowledge of the Company, are free from any code that may disrupt, disable,

erase or harm in any way the operation of the Company or its Subsidiaries. The Company and its Subsidiaries have each implemented commercially

reasonable data security, data backup, data storage, system redundancy and disaster avoidance and recovery procedures with respect to

the IT Systems, except where the failure to so implement such data security, data backup, data storage, system redundancy and disaster

avoidance and recovery procedures with respect to the IT Systems would not reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect on the Company.

2.17        Privacy

and Data Protection.

(a)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company

and each of its Subsidiaries is, and since January 1, 2023, has been in compliance with all Information Privacy and Security Requirements

that apply to the Company or to such Subsidiary, respectively.

(b)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company

and each of its Subsidiaries has implemented and maintains and, since January 1, 2023, has maintained commercially reasonable and

appropriate physical, technical and administrative measures and policies, compliant with applicable Information Privacy and Security

Requirements, designed to protect the confidentiality, integrity, availability and security of Personal Data within its possession or

control and of its IT Systems involved in the processing of such Personal Data.

January 1, 2023, there has been no unauthorized access, use, communication, modification, disclosure, loss or any other breach of

the protection of Personal Data within the possession or control of the Company or of any of its Subsidiaries or unauthorized intrusion

into the Company’s or any of its Subsidiaries’ IT Systems involved in the processing of such Personal Data, in each case,

which would require notification to any Person pursuant to any applicable Information Privacy and Security Requirement.

(d)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the

Company nor any of its Subsidiaries is, to the Knowledge of the Company, under investigation by any Governmental Body for an alleged

violation of any Information Privacy and Security Laws. Except as would not reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect on the Company, since January 1, 2023, no notice, complaint, claim, inquiry, audit, enforcement action,

proceeding or litigation of any kind has been served on, or initiated against, the Company, its Subsidiaries or any of its officers,

directors or employees (in their capacity as such) by any Person, alleging non-compliance with any Information Privacy and Security Requirement.

(e)            The

execution, delivery, and performance of this Agreement shall not cause, constitute, or result in any material breach or violation of

any Information Privacy and Security Requirement.

2.18        Real

Property; Leasehold.

(a)            None

of the Acquired Companies owns, nor has owned since January 1, 2023, any real property. Except as would not, individually or in

the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, the Acquired Companies have a valid leasehold

title (as applicable) to the real property subject to the leases and subleases to which any Acquired Company is a party as tenant for

real property (including, in each case, to the extent included in such lease or sublease, leasehold rights to all land improvements,

structures, buildings, plants, fixtures, building improvements and all appurtenances pertaining thereto or accruing to the benefit thereof)

(the “Company Real Property Leases”), in each case, free and clear of all Encumbrances, except for Permitted Encumbrances.

(b)            Each

Company Real Property Lease is valid, binding and in full force and effect, except as would not reasonably be expected to have, individually

or in the aggregate, a Material Adverse Effect on the Company. Except as would not reasonably be expected to have, individually or in

the aggregate, a Material Adverse Effect on the Company, there is not under any Company Real Property Lease (i) any existing default

by the Company or any of the other Acquired Companies or, to the Knowledge of the Company, any other party thereto or (ii) to the

Knowledge of the Company, any condition or event that, with notice or lapse of time, or both, would constitute a default under the provisions

of such Company Real Property Lease.

2.19        Material

Contracts.

(a)            Section 2.19(a) of

the Company Disclosure Schedule identifies, as of the date of this Agreement, each of the following Contracts of an Acquired Company

(excluding any Company Plans, Foreign Company Plans, Company Real Property Leases, the Rhino Merger Agreement and any purchase or sales

order issued in the ordinary course of business) (each, a “Material Contract”):

(i)            any

joint venture, partnership or limited liability company agreement which is material to the Company and its Subsidiaries (taken as a whole)

relating to the formation, creation, operation, management or control of any such material joint venture, partnership or limited liability

company;

(ii)            any

Contract creating, guaranteeing or incurring indebtedness for borrowed money in excess of $5,000,000;

(iii)            any

Contract with a supplier or vendor of the Company or any of its Subsidiaries that resulted in aggregate payments by the Company and its

Subsidiaries to such supplier or vendor in excess of $8,000,000 for the fiscal year ended December 31, 2025;

(iv)            any

Contract for the acquisition or disposition (by merger, consolidation, purchase or sale of stock or of assets or otherwise) of any Entity,

business or assets that constitute a business or division of any Person, or all or substantially all of the assets of any Person (A) after

the date hereof and with a fair market value or a purchase price (including assumption of debt) in excess of $8,000,000 and under which,

after the Closing, the Company or any of its Subsidiaries will have any material financial obligations or (B) under which, after

the Closing, the Company or any of its Subsidiaries will have any material continuing indemnification obligations or “earn-out”

or similar contingent payment obligations;

(v)            except

with respect to franchising arrangements as described in Section 4.2(b)(v) of the Company Disclosure Schedule, any Contract

that (A) contains any covenant that expressly limits, curtails or restricts the ability of the Company or any of its Subsidiaries

to engage in any line of business, compete with any Person or conduct activities in any geographic area, in each case that would reasonably

be expected to be material to the operations of the Company and its Subsidiaries (taken as a whole) or (B) grants to any third party

a right of first refusal, first offer or first negotiation or a call or put right with respect to any asset that is material to the Company

and its Subsidiaries (taken as a whole);

(vi)            any

Contract that is between the Company or any of its Subsidiaries, on the one hand, and any director, officer or stockholder holding five

percent (5%) or more of the voting power of the Company Common Stock, on the other hand, other than (A) any employment agreements,

(B) relating to transactions conducted on an arm’s-length basis or (C) any agreements with consideration of less than

$5,000,000;

(vii)            any

Contract (A) under which the Company or any of its Subsidiaries grants or is granted (x) a covenant not to use or assert any

Intellectual Property or (y) a license on an exclusive basis to any Intellectual Property or (B) material to the conduct of

the business of the Company and its Subsidiaries (taken as a whole) under which the Company or any of its Subsidiaries grants a license

to a third party with respect to Company Owned IP, or acquires, is granted a license to or otherwise permitted to use Intellectual Property

of a third party, other than, in the case of Subsection (B), (1) Contracts involving the licensing of Intellectual Property where

such licensed Intellectual Property is merely incidental to the transaction contemplated in such Contract, the commercial purpose of

which is something other than such license of Intellectual Property, (2) Contracts relating to the non-exclusive license, support

or service of the Company’s products and services in the ordinary course of business on the Company’s standard form, (3) Contracts

for (x) the license of generally commercially available, non-customized technology pursuant to a non-exclusive license, with annual

fees of less than $5,000,000, or (y) Open Source Software, (4) non-disclosure agreements entered into in the ordinary course

of business, or (5) employee invention assignment agreements entered into in the ordinary course of business on the Company’s

standard form;

(viii)            any

tax receivable agreements;

(ix)            master

franchise agreements for the United States independent regions, Quebec and Europe (collectively, the “Master Franchise Agreements”);

(x)            each

agreement under which the Company or any of its Subsidiaries has advanced or loaned any amount of money to any of its officers, directors,

or employees;

(xi)            each

agreement that contains any “most favored nation” or most favored customer provision, call or put option, preferential right

or rights of first or last offer, negotiation or refusal to which the Company or any of its Subsidiaries or any of their respective Affiliates

is subject and that is material to the business of the Company and its Subsidiaries, taken as a whole, except for any agreement in which

such provision is solely for the benefit of the Company or any of its Subsidiaries; and

(xii)            any

Contract not otherwise described in any other Subsection of this Section 2.19(a) that would constitute a “material

contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act) with respect to the Company.

(b)            Each

Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to the Enforceability

Limitations and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the

Company. None of the Acquired Companies, and, to the Knowledge of the Company, no other Person, has violated or breached, or committed

any default under, any Material Contract, except as would not reasonably be expected to have, individually or in the aggregate, a Material

Adverse Effect on the Company.

2.20        Takeover

Statutes.

Assuming the accuracy of the

representations and warranties in Section 3.5, the Company Board has taken all actions necessary to ensure that the restrictions

applicable to business combinations contained in Article 13 of the Company’s certificate of incorporation are, and will be,

inapplicable to the execution, delivery and performance of this Agreement and to the consummation of the Mergers and the other Contemplated

Transactions. To the Knowledge of the Company, there are no other “fair price,” “moratorium,” “control

share acquisition,” “business combination” or other similar anti-takeover statutes or regulations, including Section 203

of the DGCL (each, a “Takeover Statute”) applicable to, or purporting to be applicable to, this Agreement, any Acquired

Company, the Mergers or any of the other Contemplated Transactions. None of the Company or any of its Subsidiaries has adopted a stockholder

rights agreement, rights plan, “poison pill” or other similar agreement that is currently in effect.

2.21        Vote

Required.

Subject to the accuracy of

the representations and warranties in Section 3.5, the only vote of the holders of any class or series of the Company’s

capital stock necessary to adopt this Agreement and approve the Mergers, and approve the issuance of shares of Company Class A Common

Stock in connection with the Rhino Merger, is (x) in the case of this Agreement and the Mergers, the affirmative vote of the holders

of a majority of the voting power of the shares of the Company Common Stock outstanding on the record date for the Company Stockholders’

Meeting, and (y) in the case of the issuance of shares of Company Class A Common Stock in connection with the Rhino Merger,

the affirmative vote of the holders of a majority of the voting power of the shares of the Company Common Stock outstanding on the record

date and present in person or by proxy at the Company Stockholders’ Meeting and entitled to vote on the proposal to approve the

issuance of shares in connection with the Rhino Merger (clauses (x) and (y), the “Required Company Stockholder Vote”).

2.22        Fairness

Opinion.

The Company Board has received

the oral opinion of J.P. Morgan Securities LLC (“JP Morgan”), financial advisor to the Company, to be confirmed by

delivery of a written opinion, that, as of the date thereof and based upon and subject to the assumptions, limitations, qualifications,

and conditions set forth in such opinion, the Merger Consideration to be received by the holders of Company Class A Common Stock

(other than holders of Excluded Shares and Dissenting Shares) in the Contemplated Transactions is fair, from a financial point of view,

to such holders.

2.23        Advisors’

Fees.

Except for JP Morgan, no broker,

finder or investment banker is entitled to any brokerage, finder’s or other similar fee or commission in connection with the Mergers

or any of the other Contemplated Transactions based upon arrangements made by or on behalf of any of the Acquired Companies that will

be payable by any of the Acquired Companies.

2.24        Information

Supplied.

None of the information supplied

or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Registration Statement will, at the

time the Registration Statement is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue

statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements

therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied

by or on behalf of the Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus will, at the time the Proxy

Statement/Prospectus is mailed to the stockholders of the Company and the shareholders of Parent or at the time of the Company Stockholders’

Meeting or at the time of the Parent Shareholders’ Meeting (or, in each case, any adjournment or postponement thereof), contain

any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make

the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus will

comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by

the SEC thereunder and the provisions of Canadian Securities Laws, except that no representation or warranty is made by the Company with

respect to statements made or incorporated by reference therein based on information supplied by Parent, Merger Sub I, Merger Sub II,

BidCo or New Wildlife for inclusion or incorporation by reference in the Proxy Statement/Prospectus or any financial projections or forward-looking

statements.

2.25        Franchise

Matters.

(a)            The

lists of Franchisees identified and reported in each Franchisor’s 2026 U.S. FDD are true, correct, and complete lists in all material

respects, and, taken as a whole, identify all Franchisees in the United States as of the close of the 2025 fiscal year for the Franchisors.

(b)            Except

as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (i) each

Master Franchise Agreement is a valid and binding agreement of the parties thereto in full force and effect and in which the parties

thereto are in material compliance with the terms of such agreement, and is enforceable against the parties thereto in accordance with

its terms, subject to the Enforceability Limitations, (ii) each Master Franchise Agreement complies in all material respects with

Legal Requirements and orders of Governmental Bodies having jurisdiction with respect to the offer and sale of Franchises, (iii) no

party to a Master Franchise Agreement has given written notice to any Acquired Company of its breach of the applicable Master Franchise

Agreement or such party’s intention to exercise termination rights, cease or materially and adversely change its business relationship

with the Franchisor, (iv) since January 1, 2023, the Franchisors have been in compliance in all material respects with applicable

Legal Requirements regarding the Master Franchise Agreements and Franchisees, and the offer and sale of Franchises and (v) except

for the RE/MAX, LLC Advisory Council, none of the Acquired Companies has organized, sponsored or given formal recognition to any franchise

advisory council, independent franchisee association or other similar organization of Franchisees.

more than two percent (2%) of the Franchise Agreements in effect, as measured by the total monthly ongoing fees paid by the Franchisees

to the Franchisors in the twelve (12)-months ending December 31, 2025, include change in control rights or similar provisions that

would trigger the Franchisee’s right to terminate their Franchise Agreement upon execution of this Agreement or the consummation

of the Contemplated Transactions and (ii) except as would not, individually or in the aggregate, reasonably be expected to have

a Material Adverse Effect on the Company, neither the execution of this Agreement nor the consummation of the Contemplated Transactions

(x) will require the consent or approval by any Franchisee, Franchisee council, or Franchisee association, or other third party,

or (y) will result in a violation of or a default under any Franchise Agreement.

2.26        Competition

Act (Canada).

For the purposes of Section 109

of the Competition Act, the aggregate value of the assets in Canada of the Company and its affiliates does not exceed CAD $180,000,000,

and the annual gross revenues from sales in, from and into Canada generated by the Company and its affiliates does not exceed CAD $90,000,000,

in each case determined in accordance with the Competition Act.

2.27        Insurance.

Except as would not, individually

or in the aggregate, have a Material Adverse Effect on the Company: (a) each insurance policy of the Company and its Subsidiaries

is in full force and effect and (b) none of the Company or its Subsidiaries is in default under any provisions of any such policy

of insurance nor has any of the Company or its Subsidiaries received notice of cancellation of or cancelled any such insurance since

January 1, 2023.

2.28        Rhino

Merger Agreement.

Each of the representations

and warranties given by the Company and, to the Knowledge of the Company, Rhino, in the Rhino Merger Agreement are true and complete

in all material respects.

2.29        No

Other Representations.

The Company, on behalf of

itself and the other Acquired Companies, acknowledges that: (a) except for the representations and warranties expressly set forth

in Section 3, and in the certificate delivered pursuant to Section 6.2(c), none of Parent, Merger Sub I, Merger

Sub II, New Wildlife, Bidco or any other Parent Entity (or any other Person) makes, or has made, any representation or warranty relating

to the Parent Entities or any of their businesses or operations in connection with this Agreement or the Mergers; and (b) the representations

and warranties made by Parent in Section 3 and in the certificate delivered pursuant to Section 6.3(c) are

in lieu of and are exclusive of all other representations and warranties made by Parent, including any express or implied warranties

as to merchantability or fitness for a particular purpose, and each of Parent, Merger Sub I, Merger Sub II, New Wildlife and Bidco disclaims

any other or implied representations or warranties, notwithstanding the delivery or disclosure by or on behalf of Parent, Merger Sub

I, Merger Sub II, New Wildlife or Bidco of any other information (including any financial information, supplemental data or financial

projections or other forward-looking statements) to the Company, any other Acquired Company or any of their respective Affiliates or

Representatives. The Company, on behalf of itself and the other Acquired Companies, further acknowledges that, except for the representations

and warranties expressly set forth in Section 3 and in the certificate delivered pursuant to Section 6.3(c),

they have not relied on or otherwise been induced by: (i) any express or implied representation or warranty relating to the Parent

Entities or any of their businesses or operations in connection with this Agreement or the Mergers; (ii) any estimate, projection,

prediction, data, financial information, memorandum, presentation or other materials or information provided or addressed to the Company,

any other Acquired Company or any of their respective Affiliates or Representatives; or (iii) the accuracy or completeness of any

other representation, warranty, estimate, projection, prediction, data, financial information, memorandum, presentation or other materials

or information.

Section 3.              Representations

and Warranties of Parent

Except as set forth in (x) any

Parent Public Report filed with, or furnished to, the SEC or Canadian Securities Regulators or otherwise filed on the System for Electronic

Document Analysis and Retrieval (“SEDAR+”) system on or after January 1, 2023 (so long as such documents are

publicly available via the EDGAR or SEDAR+ system, as applicable) at least one day before the date of this Agreement (including exhibits

and other information filed or furnished therewith, or incorporated by reference therein, but excluding any disclosures set forth in

the “risk factors” section or in any depiction of risks in any “forward-looking statements” section to the extent

such disclosures are cautionary and forward-looking in nature (other than any portion of such disclosures that relate to historical or

factual matters)) provided, that (A) any matter disclosed in any Parent Public Report will be deemed to be disclosed in a

section of the Parent Disclosure Schedule only to the extent it is reasonably apparent on the face of such disclosure in such Parent

Public Report that it is applicable to such section of the Parent Disclosure Schedule and (B) nothing disclosed in any such Parent

Public Report will be deemed to modify or qualify the representations and warranties set forth in Section 3.1, Section 3.2,

Section 3.3, Section 3.10, Section 3.14, Section 3.24 or Section 3.25, or

(y) the Parent Disclosure Schedule (subject to Section 8.6), Parent represents and warrants to the Company as follows:

3.1          Organization;

Qualification.

(a)            Each

of Parent, Merger Sub I, Merger Sub II, New Wildlife and Bidco is a legal Entity duly organized, validly existing and, where such concept

is recognized, in good standing under the Legal Requirements of its respective jurisdiction of organization and has all requisite corporate

or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted,

except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Each of Parent, Merger Sub I, Merger Sub II, New Wildlife and Bidco is qualified to do business and, where such concept is recognized,

is in good standing as a foreign corporation or other Entity in each jurisdiction where the ownership, leasing or operation of its assets

or properties or conduct of its business requires such qualification, except, in each case, as would not reasonably be expected to have,

individually or in the aggregate, a Material Adverse Effect on Parent. Parent has provided to the Company, prior to the date hereof,

a true, accurate and complete copy of the certificate of incorporation, notice of articles and articles of Parent as amended to the date

hereof (“Parent Governing Documents”). Parent is not in violation of the Parent Governing Documents in any material

respect.

(b)            Each

Subsidiary of Parent is a corporation or other Entity duly organized, validly existing and, where such concept is recognized, in good

standing under the Legal Requirements of its respective jurisdiction of its incorporation or organization and has all requisite corporate

or similar power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted,

and is qualified to do business and, where such concept is recognized, is in good standing as a foreign corporation or other Entity in

each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification,

except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

3.2          Capitalization;

Subsidiaries.

(a)            The

authorized share structure of Parent consists of an unlimited number of Parent Common Shares without par value. As of 5:00 p.m. (Eastern

time) on April 24, 2026 (the “Parent Capitalization Date”):

(i)            214,610,724

Parent Common Shares were issued and outstanding;

(ii)            25,000

Parent Common Shares were subject to issuance pursuant to outstanding Parent Options under Parent’s 2025 Stock Incentive Plan;

(iii)            22,530,064

Parent Common Shares were subject to issuance pursuant to outstanding Parent RSUs under Parent’s 2025 Stock Incentive Plan;

(iv)            5,730,834

Parent Common Shares were subject to issuance pursuant to outstanding Parent Options under Parent’s Amended and Restated Omnibus

Incentive Plan;

(v)            11,962,976

Parent Common Shares were subject to issuance pursuant to outstanding Parent RSUs under Parent’s Amended and Restated Omnibus Incentive

Plan;

(vi)            259,168

Parent Common Shares were subject to issuance pursuant to outstanding Parent Options under Parent’s Omnibus Incentive Plan;

(vii)            1,375

Parent Common Shares were subject to issuance pursuant to outstanding Parent RSUs under Parent’s Omnibus Incentive Plan;

(viii)            4,217,840

Parent Common Shares were subject to issuance pursuant to outstanding Parent Options under Parent’s Stock Option Plan; and

(ix)            1,000

Parent Common Shares were subject to issuance pursuant to outstanding Parent RSUs under Parent’s Restricted Share Unit Plan.

(b)            All

issued and outstanding Parent Common Shares are duly authorized, validly issued, fully paid, nonassessable and were issued in compliance

in all material respects with applicable Legal Requirements and are free of any preemptive rights. All issued and outstanding Parent

Options and Parent RSUs are duly authorized, validly issued and were issued in compliance in all material respects with applicable Legal

Requirements and are free of any preemptive rights. With respect to each Parent Option, Parent RSU and each other equity award granted

by Parent or available for issuance under the Parent Equity Plans, (i) each grant was duly authorized no later than the Grant Date,

(ii) each Parent Option has an exercise price that is equal or greater than the fair market value of the underlying Parent Common

Shares on the applicable Grant Date, (iii) each such grant was properly accounted for and disclosed in all material respects in

accordance with Legal Requirements, and (iv) no modifications have been made to any Parent Options following the Grant Date.

authorized capital stock of New Wildlife consists of 100 shares of common stock, par value $0.001 per share, 100 of which are validly

issued, fully paid, nonassessable and outstanding. All of the issued and outstanding capital stock of New Wildlife is, and at the First

Merger Effective Time will be, owned by Parent, free and clear of all Encumbrances. New Wildlife does not have outstanding any option,

warrant, right or any other agreement pursuant to which any Person other than Parent or its wholly owned Subsidiaries may acquire any

equity security of New Wildlife. New Wildlife was formed solely for the purpose of engaging in the Contemplated Transactions, and it

has not conducted any business activities prior to the date hereof and has no, and prior to the First Merger Effective Time will have

no, business activities, assets, Liabilities or obligations of any nature other than those incident to its incorporation and pursuant

to this Agreement and the Contemplated Transactions.

(d)            The

authorized capital stock of Merger Sub I consists of 100 shares of common stock, par value $0.001 per share, 100 of which are validly

issued, fully paid, nonassessable and outstanding. All of the issued and outstanding capital stock of Merger Sub I is, and at the First

Merger Effective Time will be, owned by New Wildlife, free and clear of all Encumbrances. Merger Sub I does not have outstanding any

option, warrant, right or any other agreement pursuant to which any Person other than New Wildlife or its wholly owned Subsidiaries may

acquire any equity security of Merger Sub I. Merger Sub I was formed solely for the purpose of engaging in the Contemplated Transactions,

and it has not conducted any business activities prior to the date hereof and has no, and prior to the First Merger Effective Time will

have no, business activities, assets, Liabilities or obligations of any nature other than those incident to its incorporation and pursuant

to this Agreement and the Contemplated Transactions.

(e)            The

authorized capital stock of Merger Sub II consists of 100 units, without par value, 100 of which are validly issued, fully paid, nonassessable

and outstanding. All of the issued and outstanding capital stock of Merger Sub II is, and at the First Merger Effective Time will be,

owned by New Wildlife, free and clear of all Encumbrances. Merger Sub II does not have outstanding any option, warrant, right or any

other agreement pursuant to which any Person other than New Wildlife or its wholly owned Subsidiaries may acquire any equity security

of Merger Sub II. Merger Sub II was formed solely for the purpose of engaging in the Contemplated Transactions, and it has not conducted

any business activities prior to the date hereof and has no, and prior to the Second Merger Effective Time will have no, business activities,

assets, Liabilities or obligations of any nature other than those incident to its incorporation and pursuant to this Agreement and the

Contemplated Transactions.

(f)            The

authorized share structure of Bidco consists of an unlimited number of common shares, without par value, one (1) of which is validly

issued, fully paid, nonassessable and outstanding. All of the issued and outstanding common shares of Bidco are, and at the Arrangement

Effective Time will be, owned by New Wildlife, free and clear of all Encumbrances. Bidco does not have outstanding any option, warrant,

right or any other agreement pursuant to which any Person other than New Wildlife or its wholly owned Subsidiaries may acquire any equity

security of Bidco. Bidco was formed solely for the purpose of engaging in the Contemplated Transactions, and it has not conducted any

business activities prior to the date hereof and has no, and prior to the Arrangement Effective Time will have no, business activities,

assets, Liabilities or obligations of any nature other than those incident to its incorporation and pursuant to this Agreement and the

Contemplated Transactions.

(g)            Except

as set forth in Section 3.2(a) and Section 3.2(g) of the Parent Disclosure Schedule, and other than the Parent Common

Shares that have become outstanding after the Parent Capitalization Date that were issued in accordance with the Parent Equity Plans

and other than equity securities that were issued in accordance with Section 4.2(d), (i) Parent does not have any shares

of its authorized share structure or other equity interests issued or outstanding; (ii) there are no outstanding subscriptions,

options, warrants, puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments or any other

Contract to which Parent or any Subsidiary of Parent is a party or otherwise bound obligating Parent or any of its Subsidiaries to (A) issue,

transfer or sell, or make any payment with respect to, any shares of or other equity interests of Parent or any of its Subsidiaries or

securities convertible into, exchangeable for or exercisable for, or that correspond to, such shares or equity interests, (B) grant,

extend or enter into any such subscription, option, warrant, put, call, exchangeable or convertible securities or other similar right,

agreement or commitment, or (C) redeem or otherwise acquire any such shares or other equity interests; and (iii) there is no

shareholder rights plan (or similar plan commonly referred to as a “poison pill”) under which Parent is obligated to sell

or otherwise issue any shares of its authorized share structure or any other securities.

(h)            There

are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or which are convertible into or

exercisable for securities having the right to vote) on any matters on which the shareholders of Parent have a right to vote.

(i)            Except

for the Voting and Support Agreements, there are no voting trusts or other agreements or understandings to which any Parent Entity is

a party with respect to the voting of the capital stock or other equity interests of any Parent Entity.

(j)            Section 3.2(j) of

the Parent Disclosure Schedule sets forth a true, accurate and complete list (as of the date hereof) of (i) the Subsidiaries of

Parent and (ii) Parent’s or any of its Subsidiaries’ membership interest, partnership interest, joint venture interest

or other equity or voting interest in any other Person, in each case, setting forth the name, the jurisdiction of organization and ownership

percentage. All of the outstanding shares of capital stock of, or equity interests in, each of the Subsidiaries of Parent are duly authorized,

validly issued, fully paid, nonassessable and free of preemptive rights, and all such shares and equity interests are owned of record

and beneficially, directly or indirectly, by Parent free and clear of all Encumbrances, other than Permitted Encumbrances or arising

pursuant to applicable securities Legal Requirements.

3.3          Authority.

(a)            Each

of Parent, Merger Sub I, Merger Sub II, New Wildlife and Bidco has the requisite corporate power and authority to execute and deliver

this Agreement and the other documents contemplated hereby to which it is a party and subject to receipt of the Required Parent Shareholder

Vote, the Final Order and the New Wildlife Consents, to perform its obligations hereunder and to consummate the Contemplated Transactions.

The execution, delivery and performance of this Agreement by Parent and the consummation by Parent of the Contemplated Transactions have

been duly and validly authorized by all necessary corporate or similar action, and no other corporate or similar proceedings on the part

of Parent are necessary to authorize this Agreement or to consummate the Contemplated Transactions other than the Required Parent Shareholder

Vote and the New Wildlife Consents.

(b)            This

Agreement has been duly and validly executed and delivered by Parent, Merger Sub I, Merger Sub II, New Wildlife and Bidco and, assuming

the due authorization, execution and delivery hereof by the Company constitutes the valid and binding agreement of Parent, Merger Sub

I, Merger Sub II, New Wildlife and Bidco, enforceable against Parent, Merger Sub I, Merger Sub II, New Wildlife and Bidco in accordance

with its terms, subject to the Enforceability Limitations.

3.4          Governmental

Consents; No Violation.

(a)            Other

than in connection with or in compliance with (i) the DGCL and the DLLCA, including the filing of the certificates of merger, (ii) the

Securities Act and the Exchange Act, including the filing with the SEC of the Proxy Statement/Prospectus, and any other applicable U.S.

state or federal securities, takeover or “blue sky” Legal Requirements, (iii) filings under Canadian Securities Laws,

(iv) the Interim Order and any approvals required by the Interim Order, (v) the Final Order, (vi) the HSR Act, any foreign

antitrust and competition Legal Requirement, any Foreign Investment Law, and (vii) the Nasdaq Rules, no consent, approval, authorization

or permit of, or filing with or notification to, any Governmental Body is necessary or required, under applicable Legal Requirements,

on the part of Parent for the consummation by Parent of the Contemplated Transactions, except for such consents, approvals, authorizations,

permits, filings or notifications that, if not obtained or made, (x) would not reasonably be expected to have, individually or in

the aggregate, a Material Adverse Effect on Parent, and (y) would not reasonably be expected to have, individually or in the aggregate,

a material adverse effect on the ability of Parent to consummate the Contemplated Transactions prior to the End Date.

(b)            Assuming

compliance with Section 3.4(a) (including, where relevant, expiration of a waiting period) and receipt of the Required

Parent Shareholder Vote, the execution, delivery and performance by Parent of this Agreement and the consummation by Parent of the Contemplated

Transactions, do not and will not (i) result in any violation or breach of, or default (with or without notice, lapse of time, or

both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any material obligation or to the

loss of a material benefit under, any Parent Material Contract or result in the creation of any Encumbrances (other than Permitted Encumbrances)

upon any of the properties or assets of Parent or any of its Subsidiaries, (ii) conflict with or violate any provision of the Parent

Governing Documents or (iii) conflict with or violate any Legal Requirements applicable to Parent or any of its Subsidiaries or

any of their respective properties or assets, other than in the case of clauses (i) and (iii), any such violation, conflict, breach,

default, termination, cancellation, acceleration, right, loss or Encumbrance that (x) would not reasonably be expected to have,

individually or in the aggregate, a Material Adverse Effect on Parent and (y) would not reasonably be expected to have, individually

or in the aggregate, a material adverse effect on the ability of Parent to consummate the Contemplated Transactions prior to the End

Date.

3.5          Stock

Ownership.

As of the date of this Agreement,

none of Parent or any of its controlled Affiliates (a) beneficially owns (as such term is used in Rule 13d-3 under the Exchange

Act) any shares of Company Common Stock or any options, warrants or other rights to acquire shares of Company Common Stock, or (b) “owns”

or has “owned” within the three years prior to the date hereof (as such terms are defined in Article 13 of the Company’s

certificate of incorporation) 15% or more of the Voting Stock of the Company (as defined in Article 13 of the Company’s certificate

of incorporation).

3.6          Absence

of Certain Arrangements.

(a)            As

of the date hereof, none of the Parent Entities has entered into any agreement, arrangement or understanding (in each case, whether oral

or written), or authorized, committed or agreed to enter into any agreement, arrangement or understanding (in each case, whether oral

or written), (i) pursuant to which any stockholder of the Company (including any stockholder of the Company following the Rhino

Merger) would be entitled to receive, in respect of any share of Company Common Stock, consideration of a different amount or nature

than the Merger Consideration or pursuant to which any stockholder of the Company has agreed to vote to adopt this Agreement or has agreed

to vote against any Superior Proposal, or (ii) pursuant to which any stockholder of the Company (including any stockholder of the

Company following the Rhino Merger) or any of its Subsidiaries has agreed to make an investment in, or contribution to, Parent in connection

with the Contemplated Transactions, in the case of clause (i), except for the Voting and Support Agreements. As of the date hereof, to

the Knowledge of Parent, except for the Voting and Support Agreements, there are no agreements, arrangements or understandings (in each

case, whether oral or written) between Parent or any of its Subsidiaries, on the one hand, and any member of the Company’s management

or directors, on the other hand, that relate in any way to, or are in connection with, the Contemplated Transactions or the operations

of the Company or any of its Subsidiaries or, following the Closing, the Surviving Company or any of its Subsidiaries.

(b)            To

the Knowledge of Parent, none of its related parties (within the meaning of Multilateral Instrument 61-101), nor any of their associated

entities (within the meaning of Multilateral Instrument 61-101), will receive any collateral benefit (within the meaning of Multilateral

Instrument 61-101) as a result of the Contemplated Transactions, nor do they, except as set forth in Section ‎3.6(b) of

the Parent Disclosure Schedule, beneficially own or exercise control or direction over one percent (1%) or more of the outstanding Parent

Common Shares.

3.7          Reports

and Financial Statements.

(a)            Parent

is a “reporting issuer” under applicable Canadian Securities Laws in each of the provinces and territories of Canada. As

at the date of this Agreement, Parent has not taken any action to cease to be a reporting issuer in any province or territory of Canada

nor has Parent received notification from any Canadian Securities Regulator seeking to revoke the reporting issuer status of Parent.

As of the date of this Agreement, no order or other restriction with respect to any securities of Parent is pending or, to the Knowledge

of Parent, threatened.

(b)            Parent

has timely filed or furnished all registration statements, proxy statements and other statements, reports, schedules, forms and other

documents required to be filed by Parent with the SEC, or any Canadian Securities Regulator or otherwise made available on SEDAR+ since

January 1, 2023 (the “Parent Public Reports”). As of their respective filing dates (or, if amended or superseded

by a filing prior to the date hereof, as of the date of such amended or superseded filing), the Parent Public Reports complied as to

form in all material respects with the applicable requirements of laws, including Canadian Securities Laws, the Exchange Act and the

Sarbanes-Oxley Act, and any rules and regulations promulgated thereunder, applicable to the Parent Public Reports. As of their respective

filing dates (or, if amended or superseded by a filing prior to the date hereof, as of the date of such amended or superseded filing),

the Parent Public Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated

therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Parent

has not filed any confidential material change reports or other confidential documents with any Canadian Securities Regulator which remain

confidential as at the date of this Agreement. No Subsidiary of Parent is separately subject to the periodic reporting requirements of

the Exchange Act or any Canadian Securities Laws.

consolidated financial statements (including all related notes and schedules) of Parent included in the Parent Public Reports (if amended,

as of the date of the last such amendment) fairly presented, in all material respects, the financial position of Parent and its consolidated

Subsidiaries, as at the respective dates thereof, and their results of operations and cash flows for the respective periods then ended

(subject, in the case of unaudited financial statements, to normal year-end audit adjustments and to any other adjustments described

therein, including the notes thereto) and were prepared in conformity with GAAP applied on a consistent basis during the periods involved

(except as may be indicated in the notes to such financial statements or as permitted by Regulation S-X or other rules and regulations

of the SEC or under Canadian Securities Laws, or, in the case of unaudited financial statements, as permitted by Form 6-K or any

successor form under the Exchange Act or other rules and regulations of the SEC or under Canadian Securities Laws).

(d)            No

Parent Entity is a party to any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating

to any transaction or relationship between or among such Parent Entity, on the one hand, and any unconsolidated Affiliate, including

any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements”

(as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or effect of such Contract is

to avoid disclosure of any material transaction involving, or material liabilities of, any Parent Entity in Parent’s published

financial statements or any Parent Public Reports.

(e)            To

the Knowledge of Parent, there are no unresolved comments received from the SEC staff or the applicable Canadian Securities Regulators

with respect to the Parent Public Reports on or prior to the date hereof. To the Knowledge of Parent, none of the Parent Public Reports

filed on or prior to the date hereof is subject to ongoing SEC review or investigation or similar investigation by the applicable Canadian

Securities Regulators.

3.8          Controls

and Procedures.

(a)            Parent

maintains “disclosure controls and procedures” and “internal control over financial reporting” (as such terms

are defined in National Instrument 52-109). Such disclosure controls and procedures are reasonably designed to ensure that all material

information required to be disclosed by Parent in the reports that it files or furnishes under Canadian Securities Laws is recorded,

processed, summarized and reported within the time periods specified under Canadian Securities Laws, and that all such material information

is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and

to make the certifications required pursuant to National Instrument 52-109 and Sections 302 and 906 of the Sarbanes-Oxley Act. Such internal

control over financial reporting is reasonably designed to provide reasonable assurance regarding the reliability of Parent’s financial

reporting and the preparation of financial statements for external purposes in accordance with GAAP. Based on Parent’s most recent

evaluation of internal control over financial reporting prior to the date hereof, to the Knowledge of Parent, there is currently (i) no

material weakness (as such term is defined in National Instrument 52-109) in the design of its internal control over financial reporting,

and (ii) no fraud, whether or not material, involving management or other employees of Parent who have a significant role in the

internal control over financial reporting of Parent, that in either case would reasonably be expected to result in a material misstatement

of Parent’s financial statements.

3.9          Undisclosed

Liabilities.

None of the Parent Entities

has any Liability of any nature, other than: (i) Liabilities reflected or otherwise reserved against in the Parent Balance Sheet

(or the notes thereto); (ii) Liabilities that have been incurred by the Parent Entities since the date of the Parent Balance Sheet

in the ordinary course of business; (iii) Liabilities for performance of obligations of the Parent Entities under any Contracts

of Parent; (iv) Liabilities under this Agreement or in connection with the Contemplated Transactions, including the Mergers and

the Arrangement; and (v) Liabilities that would not reasonably be expected to have, individually or in the aggregate, a Material

Adverse Effect on Parent.

3.10        Absence

of Changes.

Between the date of Parent

Balance Sheet and the date of this Agreement: (a) there has not been any Material Adverse Effect on Parent; (b) except in connection

with the negotiation, execution and delivery of this Agreement, the business of the Parent Entities has been conducted in all material

respects in the ordinary course of business, and (c) none of the Parent Entities has taken any action or committed to take any action,

that if taken during the Pre-Closing Period would require the Company’s consent under Section 4.2(d)(i).

3.11        Compliance

with Legal Requirements.

(a)            Parent

and each of its Subsidiaries are in compliance with and are not in default under or in violation of any Legal Requirements applicable

to Parent, its Subsidiaries or any of their respective properties or assets, except where such non-compliance, default or violation would

not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

(b)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, (i) Parent and

its Subsidiaries are and have been since January 1, 2023, in possession of all franchises, grants, authorizations, licenses, permits,

easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Body necessary for Parent and its

Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the

“Parent Permits”), (ii) all Parent Permits are valid and in full force and effect and (iii) since January 1,

2023, neither Parent nor any of its Subsidiaries have received any written notice of any cancellation or suspension, or threatened cancellation

or suspension, of, or material limitation on, any such Parent Permit.

3.12        Employee

Benefit Plans; ERISA.

(a)            Section 3.12(a) of

the Parent Disclosure Schedule contains a true, complete and correct list, as of the date of this Agreement, of each material Parent

Plan. With respect to each material Parent Plan, as applicable, Parent has made available to the Company true, accurate and complete

copies of (i) the current plan document, including any amendment thereto, and, descriptions of the material terms of any Parent

Plan that is not in writing (and, if applicable, related trust or funding agreements, annuity policies or insurance policies), (ii) the

most recent determination or opinion letter received from, or issued by, the applicable Governmental Body, including the IRS, and (iii) the

most recent financial statements and filed annual reports.

(b)            Except

as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, (i) each Parent

Plan has been established, maintained and operated in all material respects in accordance with its terms and in compliance in all material

respects with all applicable Legal Requirements, including ERISA, the Code, the Income Tax Act (Canada) and applicable provincial

pension standards, as applicable; (ii) each Parent Plan intended to qualify for Tax-exempt or Tax-preferred treatment including

under Section 401(a) of the Code and each trust intended to qualify for Tax-exempt and Tax-preferred treatment, including under

Section 501(a) of the Code, if applicable, has obtained a favorable determination letter or is the subject of a favorable opinion

letter from the applicable Governmental Body, including the IRS as to its qualified status under the Code and, to the Knowledge of Parent,

no event has occurred and no facts or circumstances exist that would reasonably be expected to adversely affect such qualification; (iii) each

Foreign Parent Plan intended to qualify for special tax treatment satisfies all requirements for such treatment under applicable Legal

Requirements; (iv) there is no audit, inquiry or Legal Proceeding pending or, to the Knowledge of Parent, threatened in writing

by the IRS, DOL or any other Governmental Body with respect to any Parent Plan, and, to the Knowledge of Parent, no facts or circumstances

exist that would be reasonably expected to form a reasonable basis for any such audit, inquiry or Legal Proceeding; (v) none of

the Parent Entities or any of their respective ERISA Affiliates has since January 1, 2023 incurred any material penalty or Tax with

respect to any Parent Plan under applicable Legal Requirements, including Section 502(i) of ERISA or Sections 4975 through

4980 of the Code; (vi) each of the Parent Entities and their respective ERISA Affiliates have timely made all contributions and

other payments required by and due under the terms of each Parent Plan, except as would not result in material Liability and, to the

extent not yet due, such contributions and other payments have been adequately accrued in the consolidated financial statements (including

any related notes) contained or incorporated by reference in the Parent Public Reports; and (vii) each Foreign Parent Plan that

is required to be registered or approved by any Governmental Body under applicable Legal Requirements has been so registered or approved.

the past six (6) years, none of the Parent Entities, and none of their respective ERISA Affiliates, has maintained, established,

sponsored, participated in, or contributed to, or been obligated to contribute to or could reasonably have any Liability in respect of,

any: (i) “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA subject to Title IV

of ERISA or Section 412 of the Code; (ii) “multiemployer plan” within the meaning of Section (3)(37) of ERISA;

(iii) plan described in Section 413 of the Code; (iv) a plan that is or has been funded by, associated with or is related

to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code;

(v) a pension plan that is subject to federal or provincial pension standards legislation in Canada, including any “registered

pension plan” (as such term is defined in Section 248(1) of the Income Tax Act (Canada)); (vi) a “retirement

compensation arrangement” (as such term is defined in Subsection 248(1) of the Income Tax Act (Canada)); (vii) an

“employee life and health trust” (as such term is defined in Subsection 248(1) of the Income Tax Act (Canada));

or (viii) an “employees profit sharing plan” (as such term is defined in Subsection 144(1) of the Income Tax

Act (Canada)). No Parent Plan is intended to be or has ever been found or alleged by a Governmental Body in writing to be a “salary

deferral arrangement” (as such term is defined in Subsection 248(1) of the Income Tax Act (Canada)). No Parent Plan

subject to ERISA holds shares issued by Parent or any of its current ERISA Affiliates as a plan asset. Except as would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, the fair market value of the assets of each

funded Foreign Parent Plan, the Liability of each insurer for any Foreign Parent Plan funded through insurance, or the book reserve established

for any Foreign Parent Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit

obligations, with respect to all current and former participants in such Foreign Parent Plan according to the reasonable actuarial assumptions

and valuations most recently used to determine employer contributions to and obligations under such Foreign Parent Plan.

(d)            No

Parent Plan provides (except at no cost to the Parent Entities or any Affiliate of any Parent Entity), or reflects or represents any

Liability of any of the Parent Entities or any Affiliate of any Parent Entity to provide, post-termination or retiree life insurance,

post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any Parent Associate for

any reason, (i) except for any benefits required to be provided during a notice of termination period (whether statutory, contractual

or at common law), or (ii) except as may be required by under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

(e)            Except

as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the Contemplated

Transactions will (either alone or in combination with another event, whether contingent or otherwise): (i) result in any payment

(whether of bonus, change in control, retention, severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution,

increase in benefits or obligation to fund benefits with respect to any Parent Associate; or (ii) require any contributions or payments

to fund any obligations under any Parent Plan, or cause any of the Parent Entities to transfer or set aside any assets to fund any Parent

Plan. Without limiting the generality of the foregoing, no amount payable to any Parent Associate as a result of the execution and delivery

of this Agreement or the consummation of any of the Contemplated Transactions (either alone or in combination with any other event) would

be an “excess parachute payment” within the meaning of Section 280G or would be nondeductible under Section 280G

of the Code. None of the Parent Entities has any obligation to compensate any Parent Associate for any Taxes incurred by such Parent

Associate under Section 4999 of the Code.

(f)            Except

as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on Parent, each Parent

Plan that is a “nonqualified deferred compensation plan” subject to Section 409A is and has at all times been administered

in documentary and operational compliance with the requirements of Section 409A in all material respects. No Parent Entity has any

obligation to gross-up or otherwise reimburse any Parent Associate for any Tax incurred by such person pursuant to Section 409A.

3.13        Labor

Matters.

(a)            No

Parent Entity is a party to or otherwise bound by any collective bargaining agreements or other labor-related agreements with a labor

union, works council or similar employee or labor organization applicable to any Parent Associate. There are no pending material strikes,

lockouts, grievances or other labor disputes with respect to any employees of any Parent Entity, and to the Knowledge of Parent, none

are threatened in writing against any Parent Entity.

(b)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, (i) each contractor

and consultant currently engaged by the Parent Entities is properly characterized as an independent contractor and is not likely to be

characterized by any Governmental Body as an employee, and (ii) to the Knowledge of Parent, the Parent Entities do not have any

direct or indirect material liability, whether actual or contingent, with respect to the misclassification of any individual as an independent

contractor rather than as an employee, or as eligible or not eligible for overtime pay, for participation in or exclusion from any Plan

or with respect to any temporary employee, in each case, since January 1, 2023.

as disclosed in Section 3.13(c) of the Parent Disclosure Schedule, there are no change of control, gross-up or similar agreements

or arrangements with any employees or contractors, that would be triggered in connection with the execution and delivery of this Agreement

or the completion of the Contemplated Transactions, and neither the execution and delivery of this Agreement nor the completion of the

Contemplated Transactions will result in any cash or other compensation or benefits accelerating or becoming payable to any employees

or contractors.

(d)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, all (i) amounts

that have become due and payable for employee compensation (including salary, wages, overtime, vacation pay, holiday pay, bonuses, commissions,

and other incentive payments and benefits under the Plans) under applicable Legal Requirements, Contracts or Plans have been paid in

full or are properly reflected in Parent’s books and records, and (ii) required deductions and withholdings (including income

tax withholdings, and employer contribution requirements) have been timely deducted, withheld, and remitted.

(e)            The

Parent Entities have delivered all current employee manuals and handbooks, and employment policy statements of the Parent Entities.

(f)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, the Parent Entities

are and since January 1, 2023 have been in compliance in all material respects with all applicable Legal Requirements with respect

to employment and labor, including Legal Requirements relating to employment standards, wages, hours, overtime, vacation pay, holiday

pay, labor relations, collective bargaining, civil rights, equal employment opportunities, pay equity, fair employment practices, human

rights, harassment, retaliation, leaves of absence, paid sick leave, classification of service providers, unemployment insurance, employment

discrimination, safety and health, immigration status and employment of foreign citizens, workers’ compensation and payment of

withholding and/or social security Taxes.

(g)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, during the past five

(5) years, no allegations of workplace harassment, sexual misconduct or illegal retaliation or discrimination have been made known

to any Parent Entity, initiated, filed, settled or, to the Knowledge of Parent, threatened in writing against any Parent Entity or any

Parent Associate.

3.14        Certain

Business Practices.

(a)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect to Parent, since January 1,

2021, neither Parent, nor its senior officers, nor any of its Subsidiaries or, to the Knowledge of Parent, any other third party, in

each case, acting on behalf of Parent or any of its Subsidiaries, has taken any action in violation of, been convicted of, or charged

with any offences under the Anti-Corruption Laws. Except as would not reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect on Parent, since January 1, 2021, neither Parent nor any of its Subsidiaries has been subject to any actual,

pending, or threatened Legal Proceeding, or made any voluntary disclosures to any Governmental Body, involving Parent or any of its Subsidiaries

in any way relating to applicable Anti-Corruption Laws. Parent and its Subsidiaries are in compliance with all Export Control Laws applicable

to their export and import transactions, except for such non-compliance that would not reasonably be expected to have, individually or

in the aggregate, a Material Adverse Effect on Parent.

(b)            Parent

and each of its Subsidiaries, and their respective directors, officers, and employees, (i) is not a Sanctioned Person and (ii) except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, has not engaged and

is not currently engaging in any business or other dealings with, in, involving or relating to any Sanctioned Countries or Sanctioned

Persons, in violation of applicable Sanctions. In the past five (5) years, the Parent Entities have been in compliance in all material

respects with applicable Sanctions and Export Control Laws.

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, since January 1,

2021, neither Parent, nor any of its Subsidiaries or, to the Knowledge of Parent, any other third party, in each case, acting on behalf

of Parent or any of its Subsidiaries, is or has been in violation of any AML Laws. Except as would not reasonably be expected, individually

or in the aggregate, to be material to Parent, since January 1, 2021, neither Parent nor any of its Subsidiaries is or has been

subject to any actual, pending, or threatened Legal Proceeding, or made any voluntary disclosures to any Governmental Body, involving

Parent or any of its Subsidiaries in any way relating to applicable AML Laws.

3.15        Affiliate

Transactions.

There are no transactions,

agreements, arrangements or understandings between Parent, on the one hand, and any director or executive officer of Parent, on the other

hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act with respect to Parent other than

ordinary course of business employment agreements and similar employee arrangements.

3.16        Tax

Matters.

Except as would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent:

(a)            (i) all

Tax Returns required to be filed by or on behalf of each Parent Entity with any Governmental Body (1) have been filed on or before

the applicable due date (including any extensions of such due date) and (2) are true, correct and complete; and (ii) all Taxes

for which each Parent Entity is liable have been timely paid or accrued (in accordance with GAAP);

(b)            (i) Parent

Balance Sheet reflects a reserve established in accordance with GAAP for all actual and contingent Tax liabilities of Parent Entities

as of the date thereof, and (ii) since such date, no Parent Entity has incurred Liabilities for Taxes other than in the ordinary

course of operation of its business, except in connection with the Contemplated Transactions;

audit, claim or Legal Proceeding relating to Taxes for which a Parent Entity is or may be liable, is pending or threatened in writing

and, in each case, that has not been resolved; (ii) no deficiency for Taxes that remains unpaid or otherwise settled has been proposed

or assessed by any Governmental Body against any Parent Entity; and (iii) no written claim has since January 1, 2023 been made

by any Governmental Body in a jurisdiction where a Parent Entity does not file a Tax Return that it is or may be subject to Tax in that

jurisdiction;

(d)            other

than Permitted Encumbrances, there are no Encumbrances relating to Taxes upon any asset of any Parent Entity;

(e)            in

the two (2) years prior to the date of this Agreement, no Parent Entity has constituted either a “distributing corporation”

or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code in connection with a distribution

of stock qualifying for tax-free treatment under Sections 355 and 361 of the Code;

(f)            (i) no

Parent Entity has any Liability for the Taxes of another Person (other than another Parent Entity) under Treasury Regulations Section 1.1502-6

(or any similar state, local or foreign Legal Requirement), as a transferee, as a successor or by Contract, except for an agreement (A) solely

between the Parent Entities, (B) that will terminate as of Closing, or (C) entered into in the ordinary course of business and

not primarily related to the allocation or sharing of Taxes or otherwise, and (ii) except for a group of which Parent is the common

parent and which includes only the Parent Entities, no Parent Entity has been a member of an affiliated, consolidated, or unitary group

for Tax purposes;

(g)            no

Parent Entity is a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar Contract

(except for an agreement (i) solely between Parent Entities, (ii) that will terminate as of Closing or (iii) entered into

in the ordinary course of business and not primarily related to the allocation or sharing of Taxes);

(h)            no

Parent Entity has since January 1, 2023 participated in a “listed transaction” within the meaning of Treasury Regulations

Section 1.6011-4(b)(2) or a similar transaction under any similar Legal Requirement;

(i)            no

Parent Entity has entered into any “closing agreement” as described in Section 7121 of the Code (or any similar state,

local or foreign Legal Requirement), and no Parent Entity has requested, has received or is subject to any written ruling of a Governmental

Body or has entered into any similar written agreement with a Governmental Body with respect to any Taxes;

(j)            each

Parent Entity has properly and timely withheld from each payment or deemed payment made to each Parent Associate, its past and present

suppliers, creditors, shareholders and other third parties all Taxes and other deductions required to be withheld and has duly and timely

paid such withheld amounts to the proper Governmental Bodies and complied with all reporting and record retention requirements related

to such Taxes;

(k)            no

Parent Entity has Knowledge of any facts, agreements, plans or other circumstances, or has taken or agreed to take any action, that could

reasonably be expected to prevent or impede (1) the Mergers, taken together, from qualifying as a “reorganization” within

the meaning of Section 368(a) of the Code, or (2) the Mergers, taken together, the Exchange and the Rhino Merger from together

qualifying as a transaction described in Section 351 of the Code;

(l)            no

claims have since January 1, 2023 been made by any Governmental Body that any Parent Entity is or may be subject to Tax in a jurisdiction

where the Parent Entity does not file Tax Returns;

(m)            no

facts, circumstances or events exist or have existed that have resulted in, or may result in, the application of any of Sections 15, 17,

79 to 80.04 of the Income Tax Act (Canada) (or any similar provision of an applicable Tax Legal Requirement of any province or

territory of Canada) to a Parent Entity;

(n)            for

any transactions since January 1, 2023 between each Parent Entity and any non-resident person with whom it was not dealing at arm’s

length, such Parent Entity has made or obtained records or documents that meet the transfer pricing requirements under applicable Legal

Requirements;

(o)            the

value of the consideration paid or received by a Parent Entity for the acquisition, sale, transfer or provision of property (including

intangibles) or the provision of services (including financial transactions) from or to a person with whom the Parent Entity was not dealing

at arm’s length within the meaning of the Income Tax Act (Canada) was equal to the fair market value of such property acquired,

provided or sold or services purchased or provided;

(p)             each

Parent Entity that carries on business in Canada is duly registered with the Canada Revenue Agency under Subdivision d of Division V

of Part IX of the Excise Tax Act (Canada) for purposes of the GST/HST. All input tax credits, rebates and similar refunds

claimed by a Parent Entity for GST/HST and provincial or other sales or value-added tax purposes were calculated in accordance with applicable

Tax Legal Requirement. Each Parent Entity has complied with all registration, reporting, payment, collection and remittance requirements

in respect of GST/HST and provincial or other sales or value-added tax in accordance with applicable Tax Legal Requirements;

(q)             no

Parent Entity that carries on business in Canada has claimed any reserve, deduction, or deferral, or made any election or designation,

under the Income Tax Act (Canada) or any applicable Tax Legal Requirement of any province or territory of Canada, other than any

such item claimed or made in the ordinary course of business and consistent with past practice, that would reasonably be expected to

materially increase Taxes payable by a Parent Entity in any taxation year or period beginning on or after the Closing Date or, with respect

to any period beginning before and ending after the Closing Date, the portion of such period beginning on or after the Closing Date;

(r)              no

Parent Entity has made any payment, nor is obligated to make any payment, nor is a party to any agreement under which it could be obligated

to make any payment, that may not be deductible by virtue of Section 67 or 78 of the Income Tax Act (Canada) or any similar

provision of an applicable Tax Legal Requirement of any province or territory of Canada;

(s)             none

of the shares of Parent constitute “taxable Canadian property” for purposes of the Income Tax Act (Canada);

(t)             no

Parent Entity that carries on business in Canada has engaged in any transaction that is or could be a “reportable transaction”

as defined in Subsection 237.3(1) of the Income Tax Act (Canada) or a “notifiable transaction” as defined in

Subsection 237.4(1) of the Income Tax Act (Canada); and

(u)            for

any transactions since January 1, 2023, Parent has complied in all material respects with relevant transfer pricing laws, including

preparing contemporaneous documentation and other documents contemplated thereby, including, for greater certainty, Section 247

of the Income Tax Act (Canada).

Notwithstanding any other

provision of this Agreement, Section 3.12, Section 3.13, and this Section 3.16, each only to the extent

they relate to Taxes, shall contain the sole and exclusive representations and warranties of Parent with respect to Taxes.

3.17        Legal

Proceedings; Orders.

Except as would not, individually

or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent, there is no pending Legal Proceeding or that,

to the Knowledge of Parent, is being threatened in writing against Parent or any of its Subsidiaries. There is no pending Legal Proceeding

against Parent or any of its Subsidiaries that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise

interfering with, the Mergers, the Arrangement, or any of the other Contemplated Transactions. No Parent Entity is subject to any order,

decree or ruling that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

3.18        Intellectual

Property.

(a)            Section 3.18(a) of

the Parent Disclosure Schedule sets forth a true, complete and accurate list of all (i) issued patents and pending patent applications,

(ii) trademark and service mark registrations and applications, (iii) copyright registrations and applications, and (iv) Internet

domain name registrations, in each case that are owned or purported to be owned by Parent or any of its Subsidiaries (collectively, the

“Parent Registered IP”). Parent and its Subsidiaries own all right, title, and interest in and to all Parent Owned

IP, and have the right to use all other Intellectual Property used in, held for use in or necessary for the operation of the businesses

of each of Parent and its Subsidiaries as presently conducted, in each case, free and clear of all Encumbrances except for Permitted

Encumbrances (collectively, the “Parent Intellectual Property”), except where the failure to own or have the right

to use such properties would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, all of the

Parent Registered IP is valid, subsisting and enforceable. No Legal Proceeding is pending or to the Knowledge of Parent, is threatened

in writing, that challenges the validity, enforceability, registration or ownership of any Parent Registered IP.

(b)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, (i) the use

of the Parent Intellectual Property by Parent and its Subsidiaries and the operation of the business of each of Parent and its Subsidiaries

do not infringe, dilute, misappropriate, or otherwise violate, and since January 1, 2023 have not infringed, diluted, misappropriated,

or otherwise violated any Intellectual Property of any other Person, and (ii) since January 1, 2023, no Person has sent any

written notice to Parent or any of its Subsidiaries (or, to the Knowledge of Parent, any counterparty to a Franchise Agreement) alleging

the foregoing.

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, (i) since January 1,

2023, no Person has challenged the ownership, validity or enforceability of, or, to the Knowledge of Parent, infringed, diluted, misappropriated,

or otherwise violated, any Parent Owned IP or any other rights of Parent or any of its Subsidiaries in any exclusively licensed Parent

Intellectual Property, and (ii) since January 1, 2023, neither Parent nor any of its Subsidiaries has made any claim or allegation,

or sent any notice, alleging any of the foregoing.

(d)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, no Proprietary Software

contains, is derived from, is distributed, integrated or bundled with, or statically links to or otherwise uses, any Open Source Software

in any manner that (i) requires (or purports to require) the use, licensing, disclosure or distribution of any portion of Parent

Owned IP or Proprietary Software (including any source code therefor), (ii) imposes any material limitation, restriction or condition

on the right or ability of Parent or any of its Subsidiaries to use or distribute any Parent Owned IP or Proprietary Software, or (iii) creates

obligations for Parent or its Subsidiaries with respect to any Parent Owned IP (including any Proprietary Software) or grants to any

other Person any rights or immunities under any Parent Owned IP (including any Proprietary Software). Except as would not reasonably

be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, neither Parent, its Subsidiaries, nor any

other Person acting on behalf of any of the foregoing has disclosed or delivered to any third party, agreed to disclose or deliver to

any third party, or permitted the disclosure or delivery from any escrow agent or other third party, any source code. Except as would

not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, neither the execution, delivery,

or performance of this Agreement nor the consummation of any of the transactions contemplated hereby will, with or without notice or

lapse of time, result in, or give any other Person the right or option to cause or declare, (i) a loss of any Parent Owned IP; or

(ii) the release, disclosure, or delivery of any Parent Owned IP (including the source code of any Proprietary Software) by or to

any escrow agent or other Person, including pursuant to the terms of any source code escrow agreement.

(e)             Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, Parent and its Subsidiaries

take commercially reasonable actions to protect, safeguard and maintain each item of material Parent Intellectual Property, including

taking commercially reasonable security measures to protect the confidentiality of any trade secrets and other material confidential

information included in the Parent Intellectual Property or otherwise used or held for use in the conduct of the business of Parent or

its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on

Parent, no current or former employee, founder, officer, consultant, or independent contractor of Parent or any of its Subsidiaries (each,

a “Parent Contributor”) has any right, license, claim, or interest whatsoever in or with respect to any Parent Owned

IP, and Parent and its Subsidiaries have secured from all Parent Contributors who independently or jointly contributed to the conception,

reduction to practice, creation, or development of any Parent Owned IP unencumbered, unrestricted, and exclusive ownership (without any

rights of reversion) of all such Parent Contributor’s Intellectual Property in such contribution which Parent and its Subsidiaries

do not already own by operation of law and no such Parent Contributor has retained any rights or licenses with respect thereto.

(f)             Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, the IT Systems owned,

used, or held for use by, or relied upon by Parent or any of its Subsidiaries (i) are sufficient for the current needs of the businesses

of Parent and its Subsidiaries, (ii) since January 1, 2023, have not been subject to any outages or failures which have resulted

in Liability or remain unremediated, (iii) since January 1, 2023, permitted any Person to access the IT Systems without authorization

and (iv) to the Knowledge of Parent, are free from any code that may disrupt, disable, erase or harm in any way the operation of

Parent or its Subsidiaries. Parent and its Subsidiaries have each implemented commercially reasonable data security, data backup, data

storage, system redundancy and disaster avoidance and recovery procedures with respect to the IT Systems, except where the failure to

so implement such data security, data backup, data storage, system redundancy and disaster avoidance and recovery procedures with respect

to the IT Systems would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

3.19        Privacy

and Data Protection.

(a)             Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, Parent and each of

its Subsidiaries is, and, since January 1, 2023, has been in compliance with all Information Privacy and Security Requirements that

apply to Parent or to such Subsidiary, respectively.

(b)             Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, Parent and each of

its Subsidiaries has implemented and maintains, and since January 1, 2023, has maintained, commercially reasonable and appropriate

physical, technical and administrative measures and policies, compliant with applicable Information Privacy and Security Requirements,

designed to protect the confidentiality, integrity, availability and security of Personal Data within its possession or control and of

its IT Systems involved in the processing of such Personal Data.

January 1, 2023, there has been no unauthorized access, use, communication, modification, disclosure, loss or any other breach of

the protection of Personal Data within the possession or control of Parent or of any of its Subsidiaries or unauthorized intrusion into

Parent’s or any of its Subsidiaries’ IT Systems involved in the processing of such Personal Data, in each case, which would

require notification to any Person pursuant to any applicable Information Privacy and Security Requirement.

(d)            Except

as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, neither Parent nor

any of its Subsidiaries is, to the Knowledge of Parent, under investigation by any Governmental Body for an alleged violation of any

Information Privacy and Security Laws. Except as would not reasonably be expected to have, individually or in the aggregate, a Material

Adverse Effect on Parent, since January 1, 2023, no notice, complaint, claim, inquiry, audit, enforcement action, proceeding or

litigation of any kind has been served on, or initiated against, Parent, its Subsidiaries or any of its officers, directors or employees

(in their capacity as such) by any Person alleging non-compliance with any Information Privacy and Security Requirement.

(e)            The

execution, delivery, and performance of this Agreement shall not cause, constitute, or result in a material breach or violation of any

Information Privacy and Security Requirement.

3.20        Real

Property; Leasehold.

(a)            None

of the Parent Entities owns, nor has owned since January 1, 2023, any real property. Except as would not, individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect on Parent, the Parent Entities have a valid leasehold title (as applicable)

to the real property subject to the leases and subleases to which any Parent Entity is a party as tenant for real property (including,

in each case, to the extent included in such lease or sublease, leasehold rights to all land improvements, structures, buildings, plants,

fixtures, building improvements and all appurtenances pertaining thereto or accruing to the benefit thereof) (the “Parent Real

Property Leases”), in each case, free and clear of all Encumbrances, except for Permitted Encumbrances.

(b)            Each

Parent Real Property Lease is valid, binding and in full force and effect, except as would not reasonably be expected to have, individually

or in the aggregate, a Material Adverse Effect on Parent. Except as would not reasonably be expected to have, individually or in the

aggregate, a Material Adverse Effect on Parent, there is not under any Parent Real Property Lease (i) any existing default by Parent

or any of the other Parent Entities or, to the Knowledge of Parent, any other party thereto or (ii) to the Knowledge of Parent,

any condition or event that, with notice or lapse of time, or both, would constitute a default under the provisions of such Parent Real

Property Lease.

3.21        Parent

Material Contracts.

(a)             Section 3.21(a) of

the Parent Disclosure Schedule identifies, as of the date of this Agreement, each of the following Contracts of a Parent Entity (excluding

any Parent Plans, Foreign Parent Plans, Parent Real Property Leases, and any purchase or sales order issued in the ordinary course of

business) (each, a “Parent Material Contract”):

(i)            any

joint venture, partnership or limited liability company agreement which is material to Parent and its Subsidiaries (taken as a whole)

relating to the formation, creation, operation, management or control of any such material joint venture, partnership or limited liability

company;

(ii)            any

Contract creating, guaranteeing or incurring indebtedness for borrowed money in excess of $5,000,000;

(iii)           any

Contract with a supplier or vendor of Parent or any of its Subsidiaries that resulted in aggregate payments by Parent and its Subsidiaries

to such supplier or vendor in excess of $5,000,000 for the fiscal year ended December 31, 2025;

(iv)           any

Contract for the acquisition or disposition (by merger, consolidation, purchase or sale of stock or of assets or otherwise) of any Entity,

business or assets that constitute a business or division of any Person, or all or substantially all of the assets of any Person (A) after

the date hereof and with a fair market value or a purchase price (including assumption of debt) in excess of $5,000,000 and under which,

after the Closing, Parent or any of its Subsidiaries will have any material financial obligations or (B) under which, after the

Closing, Parent or any of its Subsidiaries will have any material continuing indemnification obligations or “earn-out” or

similar contingent payment obligations;

(v)           any

Contract that (A) contains any covenant that expressly limits, curtails or restricts the ability of Parent or any of its Subsidiaries

to engage in any line of business, compete with any Person or conduct activities in any geographic area, in each case that would reasonably

be expected to be material to the operations of Parent and its Subsidiaries (taken as a whole) or (B) grants to any third party

a right of first refusal, first offer or first negotiation or a call or put right with respect to any asset that is material to Parent

and its Subsidiaries (taken as a whole);

(vi)           any

Contract that is between Parent or any of its Subsidiaries, on the one hand, and any director, officer or shareholder holding five percent

(5%) or more of the voting power of the Parent Common Shares, on the other hand, other than (A) any employment agreements, (B) relating

to transactions conducted on an arm’s-length basis or (C) any agreements with consideration of less than $5,000,000;

(vii)          any

Contract (A) under which Parent or any of its Subsidiaries grants or is granted (x) a covenant not to use or assert any Intellectual

Property or (y) a license on an exclusive basis to any Intellectual Property or (B) material to the conduct of the business

of Parent and its Subsidiaries (taken as a whole) under which Parent or any of its Subsidiaries grants a license to a third party with

respect to Parent Owned IP, or acquires, is granted a license to or otherwise permitted to use Intellectual Property of a third party,

other than, in the case of Subsection (B), (1) Contracts involving the licensing of Intellectual Property where such licensed Intellectual

Property is merely incidental to the transaction contemplated in such Contract, the commercial purpose of which is something other than

such license of Intellectual Property, (2) Contracts relating to the non-exclusive license, support or service of Parent’s

products and services in the ordinary course of business on Parent’s standard form, (3) Contracts for (x) the license

of generally commercially available, non-customized technology pursuant to a non-exclusive license, with annual fees of less than $5,000,000

or (y) Open Source Software, (4) non-disclosure agreements entered into in the ordinary course of business or (5) employee

invention assignment agreements entered into in the ordinary course of business on Parent’s standard form;

(viii)         any

tax receivable agreements;

(ix)           each

agreement under which a Parent Entity has advanced or loaned any amount of money to any of its officers, directors or employees;

(x)            each

agreement that contains any “most favored nation” or most favored customer provision, call or put option, preferential right

or rights of first or last offer, negotiation or refusal to which a Parent Entity or any of its Affiliates is subject and that is material

to the business of such Parent Entity, taken as a whole, except for any agreement in which such provision is solely for the benefit of

such Parent Entity; and

(xi)           any

Contract not otherwise described in any other Subsection of this Section 3.21(a) that would constitute a “material

contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act) with respect to Parent.

(b)            Each

Parent Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to the Enforceability

Limitations and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

None of the Parent Entities, and, to the Knowledge of Parent, no other Person, has violated or breached, or committed any default under,

any Parent Material Contract, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect on Parent.

3.22        Financing.

(a)            As

of the date hereof, Parent has delivered to the Company a true, correct and complete copy of a duly executed debt commitment letter,

dated as of the date hereof, and Redacted Fee Letter (together with the term sheet and any other annexes, exhibits, schedules or other

attachments to such debt commitment letter and Redacted Fee Letter, each as amended, restated, amended and restated, supplemented or

replaced from time to time in whole or in part (and including amendments, modifications, supplements and replacements of and to such

replacements) not in violation of this Agreement, collectively, the “Debt Commitment Letter”), by and among New Wildlife

and the Debt Financing Sources party thereto, pursuant to which the Debt Financing Sources have agreed, subject to the terms and conditions

therein, to provide debt financing in the amounts set forth therein for the purposes of, among others, financing the Contemplated Transactions

and the related fees and expenses to be incurred by or on behalf of New Wildlife in connection therewith. The debt financing committed

pursuant to the Debt Commitment Letter is collectively referred to in this Agreement as the “Financing.”

(b)            Except

as expressly set forth in the Debt Commitment Letter, there are no conditions precedent related to the obligations of the Debt Financing

Sources to provide the Financing or any terms that would permit the Debt Financing Sources to reduce the aggregate principal amount of

the Financing (including pursuant to any “flex” provision) (other than as a result of any mandatory commitment reduction

on a dollar-for-dollar basis in connection with the consummation of any asset sale or Alternative Debt Commitments (as defined below),

or the issuance of any equity or equity-linked securities consummated in accordance with Section 4.2(d)(ii), in each case, as contemplated

by the Debt Commitment Letter providing, when taken together with other sources of funds immediately available to Parent, New Wildlife,

Merger Sub I and Merger Sub II, as applicable, the Financing Amounts (as defined below) on the Closing Date. Assuming the satisfaction

of the conditions set forth in Section 6.1 and Section 6.2, as of the date hereof, Parent does not have any reason

to believe (i) that it or New Wildlife will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it

or New Wildlife in the Debt Commitment Letter on or prior to the Closing Date, (ii) that the conditions thereof will not otherwise

be satisfied or (iii) subject to Section 5.22(d), that the full amount of the Financing committed pursuant to the Debt

Commitment Letter will not be available on the Closing Date. There are no side letters, or other agreements, Contracts or arrangements

of any kind to which Parent, New Wildlife or any of their respective controlled Affiliates are a party relating to the Debt Commitment

Letter or the Financing other than as expressly contained in the Debt Commitment Letter and delivered to the Company on or prior to the

date of this Agreement (other than any customary engagement letter or any side letter solely with respect to the payment of fees, credits

and/or appointment or roles and/or titles, in each case that does not impact the conditionality or aggregate amounts committed pursuant

to the Financing and could not reasonably be expected to prevent, impair or delay the consummation of the Financing).

the satisfaction of the conditions set forth in Section 6.1 and Section 6.2, the aggregate amounts committed

pursuant to the Financing, when funded in accordance with the Debt Commitment Letter and giving effect to any “flex” provision

in or related to the Debt Commitment Letter (including with respect to fees and original issue discount), together with all other available

sources of funding to Parent and New Wildlife, shall provide New Wildlife with cash proceeds on the Closing Date sufficient for the satisfaction

of all of New Wildlife’s obligations under this Agreement and the Debt Commitment Letter, including the payment of the Merger Consideration

(assuming that the aggregate amount of Cash Election Consideration payable pursuant to this Agreement is equal to the Available Maximum

Aggregate Cash Amount), the Arrangement Consideration and any other amounts payable by New Wildlife, Parent, Merger Sub I, Merger Sub

II, Bidco, the First Step Surviving Company, or the Surviving Company (i) under this Agreement, the Plan of Arrangement and the

Debt Commitment Letter, (ii) in respect of any fees and expenses in connection with the Contemplated Transactions, and (iii) for

any repayment of any outstanding indebtedness of the Company and the other Acquired Companies under the Company Credit Agreement (such

amounts, collectively, the “Financing Amounts”).

(d)            The

Debt Commitment Letter constitutes the legal, valid, binding and enforceable obligations of New Wildlife and, to the Knowledge of Parent,

all of the other parties thereto and is in full force and effect, subject to Enforceability Limitations. As of the date hereof, no event

has occurred or circumstance exists that (with or without notice, lapse of time or both) could, or could reasonably be expected to, (i) constitute

or result in a default, breach or failure to satisfy a condition by New Wildlife or, to the Knowledge of Parent, any other parties thereto

under the terms and conditions of the Debt Commitment Letter, (ii) constitute or result in a failure to satisfy any of the terms

or conditions set forth in the Debt Commitment Letter required to be complied with or satisfied by such party, or (iii) otherwise

result in any portion of the Financing not being available when required pursuant to the terms of the Debt Commitment Letter. As of the

date hereof, and subject to Section 5.22(d), New Wildlife does not have any reason to believe that any of the conditions

to the Financing will not be satisfied by New Wildlife on a timely basis or that the Financing will not be available to New Wildlife

on the Closing Date. New Wildlife has paid, or caused to be paid, in full any and all commitment fees or other fees required to be paid

pursuant to the terms of the Debt Commitment Letter on or before the date of this Agreement, and will pay, or cause to be paid, in full

any such amounts due on or before the Closing Date as and when due. The Debt Commitment Letter (i) as of the date hereof, has not

been amended, modified, supplemented, terminated, rescinded or replaced in any respect, (ii) will not be amended, modified, supplemented,

terminated, rescinded or replaced at any time through the Closing, except in a manner not in violation of this Agreement (with any such

modification, amendment, supplement, termination, recession or replacement promptly notified in writing to the Company) and (iii) as

of the date hereof, none of the commitments under the Debt Commitment Letter have been terminated, reduced, withdrawn, repudiated or

rescinded in any respect, and, subject to Section 5.22(d), no termination, reduction, withdrawal, repudiation or rescission

thereof is contemplated; provided, that the existence or exercise of “flex” provisions contained in the Redacted Fee

Letter shall not constitute an amendment or modification of the Debt Commitment Letter. In no event shall the receipt by, or the availability

of any funds or financing to, Parent or any of its Affiliates or any other financing be a condition to Parent’s or New Wildlife’s

obligation to consummate the Contemplated Transactions.

3.23        Solvency.

Assuming (a) the satisfaction

of the conditions set forth in Section 6; and (b) immediately prior to the First Merger Effective Time, the Acquired Companies

are Solvent (substituting references to “Parent” and “following the Closing” in such definition with references

to “the Company” and “prior to the First Merger Effective Time”, respectively), immediately following the Closing,

after giving effect to the Contemplated Transactions, New Wildlife, Parent and their respective Subsidiaries (including the Surviving

Company and Bidco), taken as a whole, will be Solvent. As used herein, “Solvent” means, with respect to New Wildlife,

Parent and their respective Subsidiaries, taken as a whole, immediately following the Closing, that: (i) the fair value of the property

of New Wildlife, Parent and their respective Subsidiaries, taken as a whole, immediately following the Closing is greater than the total

amount of Liabilities, including, contingent Liabilities, of New Wildlife, Parent and their respective Subsidiaries, taken as a whole,

immediately following the Closing; (ii) the present fair salable value of the assets of New Wildlife, Parent and their respective

Subsidiaries, taken as a whole, immediately following the Closing is not less than the amount that will be required to pay the probable

Liability of New Wildlife, Parent and their respective Subsidiaries, taken as a whole, on their debts as they become absolute and matured;

(iii) immediately following the Closing, New Wildlife, Parent and their respective Subsidiaries, taken as a whole, do not have outstanding

Liabilities beyond their ability to pay such Liabilities as they mature; and (iv) immediately following the Closing, New Wildlife,

Parent and their respective Subsidiaries, taken as a whole, are not engaged in a business or a transaction, and are not proposing to

engage in a business or a transaction, for which New Wildlife’s, Parent’s and their respective Subsidiaries’ property,

taken as a whole, would constitute an unreasonably small amount of capital. The amount of contingent liabilities at any time shall be

computed under this Section 3.23 as the amount that, in the light of all the facts and circumstances existing immediately

following the Closing, is probable to become an actual or matured Liability.

3.24        Takeover

Statutes.

To the Knowledge of Parent,

there are no Takeover Statutes applicable to, or purporting to be applicable to, this Agreement, any Parent Entity, the Arrangement or

any of the other Contemplated Transactions. Neither of Parent nor any of its Subsidiaries has adopted a shareholder rights agreement,

rights plan, “poison pill” or other similar agreement that is currently in effect.

3.25        Vote

Required.

The vote required to approve

the Arrangement shall be the Required Parent Shareholder Vote. The Required Parent Shareholder Vote shall be the only vote of the holders

of any class or series of Parent’s authorized share structure necessary to approve the Arrangement.

3.26        Fairness

Opinion.

The Parent Board has received

from Morgan Stanley & Co. LLC (“Morgan Stanley”), financial advisor to Parent, its written opinion dated

April 26, 2026, to the effect that, as of the date of such written opinion, the Arrangement Consideration pursuant to this Agreement

is fair from a financial point of view to the holders of Parent Common Shares.

3.27        Advisors’

Fees.

Except for Morgan Stanley,

no broker, finder or investment banker is entitled to any brokerage, finder’s or other similar fee or commission in connection

with the Mergers, the Arrangement or any of the other Contemplated Transactions based upon arrangements made by or on behalf of any of

the Parent Entities that will be payable by any of the Parent Entities.

3.28        Information

Supplied.

None of the information supplied

or to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the Registration Statement will, at the time

the Registration Statement is filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement

of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein,

in the light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by or

on behalf of Parent for inclusion or incorporation by reference in the Proxy Statement/Prospectus will, at the time the Proxy Statement/Prospectus

is mailed to the stockholders of the Company and the shareholders of Parent or at the time of the Company Stockholders’ Meeting

or at the time of the Parent Shareholders’ Meeting (or, in each case, any adjournment or postponement thereof), contain any untrue

statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements

therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement/Prospectus will comply as to

form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder

and Canadian Securities Laws, except that no representation or warranty is made by Parent with respect to statements made or incorporated

by reference therein based on information supplied by any Acquired Company for inclusion or incorporation by reference in the Proxy Statement/Prospectus

or any financial projections or forward looking statements.

3.29        Competition

Act (Canada).

For the purposes of Section 109

of the Competition Act, the aggregate value of the assets in Canada of Parent and its affiliates does not exceed CAD $200,000,000, and

the annual gross revenues from sales in, from and into Canada generated by Parent and its affiliates does not exceed CAD $305,000,000,

in each case determined in accordance with the Competition Act.

3.30        Insurance.

Except as would not, individually

or in the aggregate, have a Material Adverse Effect on Parent: (a) each insurance policy of the Parent Entities is in full force

and effect and (b) none of Parent or its Subsidiaries is in default under any provisions of any such policy of insurance nor has

Parent received notice of cancellation of or cancelled any such insurance since January 1, 2023.

3.31        No

Other Representations.

Each of Parent, Merger Sub

I, Merger Sub II, Bidco, New Wildlife and any other Parent Entity acknowledges that: (a) except for the representations and warranties

expressly set forth in Section 2, and in the certificate delivered pursuant to Section 6.2(c), none of the Company

or any other Acquired Company (or any other Person) makes, or has made, any representation or warranty relating to the Acquired Companies

or any of their businesses or operations in connection with this Agreement or the Mergers; and (b) the representations and warranties

made by the Company in Section 2 and in the certificate delivered pursuant to Section 6.2(c) are in lieu

of and are exclusive of all other representations and warranties made by the Company, including any express or implied warranties as

to merchantability or fitness for a particular purpose, and the Company, on behalf of itself and the other Acquired Companies, disclaims

any other or implied representations or warranties, notwithstanding the delivery or disclosure by or on behalf of the Company of any

other information (including any financial information, supplemental data or financial projections or other forward-looking statements)

to Parent, any other Parent Entity or any of their respective Affiliates or Representatives. Parent, Merger Sub I, Merger Sub II, Bidco,

New Wildlife and any other Parent Entity further acknowledges that, except for the representations and warranties expressly set forth

in Section 2 and in the certificate delivered pursuant to Section 6.2(c), it has not relied on or otherwise been

induced by: (i) any express or implied representation or warranty relating to the Acquired Companies or any of their businesses

or operations in connection with this Agreement or the Mergers; (ii) any estimate, projection, prediction, data, financial information,

memorandum, presentation or other materials or information provided or addressed to Parent any other Parent Entity or any of their respective

Affiliates or Representatives; or (iii) the accuracy or completeness of any other representation, warranty, estimate, projection,

prediction, data, financial information, memorandum, presentation or other materials or information.

Section 4.              Certain

Covenants of the Company and Parent

4.1          Access

and Investigation.

(a)            During

the Pre-Closing Period, the Company and Parent each shall, and shall cause each of their respective Subsidiaries and Representatives

to, afford to the other party and its Representatives, (i) reasonable access during normal business hours to the offices, properties,

books and records of the other party and its Subsidiaries; and (ii) such financial and operating data and other information of the

other party and its Subsidiaries, in each case, (A) as the Company or Parent may reasonably request, (B) under the supervision

of appropriate personnel of the other party, (C) in such a manner not to unreasonably interfere with the usual operation of the

Company or Parent, or their respective Subsidiaries, (D) to the extent reasonably required for the purposes of consummating the

Contemplated Transactions and (E) with respect to such financial and operating data and other information solely to the extent such

items are created in the ordinary course and are in the possession and control of the Company or Parent, or their respective Subsidiaries.

All such information and material shall be held confidential by the requesting party and its Representatives, and shall be subject to

other restrictions, in accordance with the terms of the Confidentiality Agreement, and upon reasonable request shall be made available

and be accessed pursuant to and otherwise shall be subject to the terms of the Clean Team Agreement.

(b)            Notwithstanding

the foregoing, Section 4.1(a) shall not require the disclosure of any information to the other party if, in the reasonable

judgment of the Company or Parent, as the case may be, such disclosure (u) relates to the strategic process known as “Project

Wildlife” or its predecessors or to any Acquisition Proposal or Intervening Event (which such disclosure shall be governed by Section 4.3),

(v) is reasonably likely to cause competitive harm to the Company or Parent if the Contemplated Transactions are not consummated,

(w) would violate any applicable Legal Requirements, (x) would jeopardize the attorney-client privilege, work-product doctrine

or other legal privilege held by the Company or Parent, (y) is prohibited pursuant to the terms of confidentiality provisions in

a Contract with a third party entered into prior to the date of this Agreement or (z) would violate the Clean Team Agreement; provided,

that if any party does not provide or cause its Representatives to provide such access or such information in reliance on clauses (v) through

(z) of this sentence, then such party shall as soon as reasonably practicable provide a written notice to the other party stating

that it is withholding such access or such information and stating the justification therefor and will inform the other party of the

general nature of the document or information being withheld and, if reasonably requested by the other party, reasonably cooperate with

the other party to provide such document or information in a manner that, as applicable, would not give rise to the circumstances described

in clauses (v) through (z).

4.2          Operation

of the Company’s Business and Parent’s Business.

(a)            During

the Pre-Closing Period, except (w) as may be required by applicable Legal Requirements or Contracts of the Company (including the

Rhino Merger Agreement and the TRA Termination Agreement), (x) with the prior written consent of Parent (including by email) (which

shall not be unreasonably withheld, conditioned or delayed), (y) as expressly required or permitted by this Agreement or (z) as

set forth in Section 4.2(a) of the Company Disclosure Schedule, the Company shall use its commercially reasonable efforts to,

and shall cause each of the other Acquired Companies to use their commercially reasonable efforts to (i) conduct its business in

the ordinary course in all material respects and (ii) preserve substantially intact the Acquired Companies’ (taken as a whole)

business organization and keep available the services of the Company’s current officers in all material respects (it being agreed

that any action specifically addressed by any of the provisions of Section 4.2(b) shall not constitute a breach of this

Section 4.2(a) unless such action is a breach of Section 4.2(b)).

(b)            During

the Pre-Closing Period, except (w) as may be required by applicable Legal Requirements or Contracts of the Company (including the

Rhino Merger Agreement and the TRA Termination Agreement), (x) with the prior written consent of Parent (including by email) (which

shall not be unreasonably withheld, conditioned or delayed), (y) as expressly required or permitted by this Agreement or (z) as

set forth in Section 4.2(b) of the Company Disclosure Schedule, the Company shall not, and the Company shall cause the other

Acquired Companies not to:

(i)            (A) declare,

set aside, establish a record date for or pay any dividend or other distribution (whether in cash, stock or otherwise) in respect of

its outstanding shares of capital stock, except for cash dividends or distributions declared, set aside or made by any direct or indirect

wholly owned Subsidiary of the Company to the Company or one of its other wholly owned Subsidiaries; (B) repurchase, redeem or otherwise

acquire any of its shares of capital stock or other securities, other than (1) pursuant to the terms of the Company Equity Plans,

award agreements or Contracts evidencing Company Equity Awards, (2) the acquisition of Company Equity Awards in connection with

the forfeiture of such awards, (3) shares of Company Common Stock accepted as payment for the exercise price of Company Options,

(4) for withholding Taxes incurred in connection with the exercise, vesting or settlement of Company Equity Awards in accordance

with the terms of the applicable Company Equity Award, (5) as required by the terms of any capital stock or equity interest of any

Subsidiary outstanding on the date of this Agreement, or (6) any transaction between any Acquired Company and another Acquired Company;

or (C) split, combine, subdivide or reclassify any of its capital stock;

(ii)            sell,

issue, grant or authorize the sale, issuance or grant of: (A) any of its capital stock or other equity security; (B) any option,

call, warrant or right to acquire any of its capital stock or other equity security; or (C) any instrument convertible into or exchangeable

for any of its capital stock or other equity security, except, in each case with respect to clauses (A) through (C), (w) to

directors or officers or other employees in the ordinary course of business consistent with past practice in accordance with Section 4.2(b)(ii) of

the Company Disclosure Schedule, (x) other grants to directors or officers or other employees, subject to a basket in an aggregate

amount not to exceed the number of shares of Company Common Stock set forth on 4.2(b)(ii) of the Company Disclosure Schedule per

calendar year (for the avoidance of doubt, such share basket shall be applicable for the remainder of 2026) except with the prior written

consent of Parent, (y) upon the exercise of, or the vesting, settlement or delivery of shares pursuant to, Company Equity Awards

in accordance with their terms, or (z) in connection with any transaction between any Acquired Company and another Acquired Company;

(iii)           amend

any of the Company Governing Documents, or effect any liquidation, dissolution, restructuring, recapitalization, or similar transaction;

(iv)           merge

or consolidate with any other Person or enter into agreements providing for any acquisitions (by merger, consolidation, purchase of stock

or assets or otherwise) of any Entity, business or assets that constitute a business or division of any Person, or all or substantially

all of the assets of any Person, except as set forth in Section 4.2(b)(iv) of the Company Disclosure Schedule;

(v)           authorize,

or make any commitment with respect to, capital expenditures that in the aggregate exceed the aggregate amount of the annual capital

expenditures budget of the Company and the Subsidiaries, taken as a whole (a copy of which has been provided to Parent);

(vi)          except

in the ordinary course of business, (A) enter into any Contract that would constitute a Material Contract if in effect as of the

date of this Agreement, (B) renew, extend, amend, or waive or exercise any material right or remedy under, any Material Contract

in such a way as to materially reduce the expected business or economic benefits to the Acquired Companies, or (C) voluntarily terminate

any Material Contract; provided, that this clause (vi) shall not prohibit or restrict any Acquired Company from entering

into or renewing, extending or amending any Contract to the extent such entry, renewal, extension or amendment implements a transaction

or action that is specifically permitted by any of the other subclauses of this Section 4.2(b);

(vii)          except

with respect to refinancing, modifying or extending the term loan facility under the Company Credit Agreement up to an aggregate amount

that does not exceed the lower of the principal amount outstanding thereunder on the date hereof and the principal amount outstanding

thereunder on the date of such refinancing, modification or extension, in each case, plus unpaid accrued interest thereon on the date

of such refinancing, modification or extension; provided that the process with respect to obtaining such refinancing, modification or

extension shall not (x) initially begin (including any announcement, launch, marketing, solicitation or any other action in connection

therewith) prior to April 26, 2027 or (y) interfere in any respect with Parent’s process to consummate the Financing

(it being understood and agreed that no breach of Section 3.22 or Section 5.22 shall occur if such breach was a direct or indirect

result of any such interference); provided further that such refinancing, modification or extension shall not require any prepayment

premium for any prepayment thereof in connection with the transactions contemplated by this Agreement, (A) incur or assume any indebtedness

for borrowed money or issue any debt securities; (B) assume, guarantee, endorse or otherwise become liable or responsible (whether

directly, contingently or otherwise) for the indebtedness for borrowed money of any other Person; (C) make any loan, advance or

capital contribution to, or investment in, any other Person, except (with respect to this clause (C)) for (1) extensions of credit

to franchisees in the ordinary course of business and consistent with past practices; (2) advances to directors, officers and other

employees, in each case in the ordinary course of business and consistent with past practices; (3) for loans or advances between

Subsidiaries of the Company or between the Company and its Subsidiaries and capital contributions in wholly owned Subsidiaries of the

Company; or (4) those advances or investments as set forth in Section 4.2(b)(vii) of the Company Disclosure Schedule;

or (D) create any Encumbrance (other than Permitted Encumbrances) on any material assets, except, in each case of (A), (B) and

(D), for any such obligation (1) owed by one Acquired Company to another Acquired Company; (2) pursuant to business credit

cards in the ordinary course of business and consistent with past practices; (3) pursuant to letters of credit in the ordinary course

of business; and (4) for a principal amount of less than $3,000,000;

(viii)         (A) except

for actions required pursuant to the terms of any Company Plan or Foreign Company Plan in effect as of the date of this Agreement or

applicable Legal Requirements, (1) establish, adopt, enter into, amend, or terminate any material Company Plan, Foreign Company

Plan, or any plan, practice, agreement, arrangement or policy that would be a material Company Plan or Foreign Company Plan if it was

in existence on the date of this Agreement (other than in connection with routine, immaterial or ministerial amendments to health and

welfare plans), or (2) amend or waive any of its rights under, or accelerate the vesting under, any provision of any of the Company

Equity Plans, or otherwise modify any of the terms of any outstanding Company Equity Award; or (B) except for actions required pursuant

to the terms of any Company Plan or Foreign Company Plan, pay or make any new commitment to pay, any bonus, cash incentive payment or

profit-sharing or similar payment to, or increase or make any commitment to increase the amount of the wages, salary, commissions, fringe

benefits or other similar compensation (excluding equity-based compensation, which is addressed in Section 4.2(b)(ii)) or

remuneration payable to, any of its directors, officers or other employees;

(ix)          hire

or terminate (other than for cause) any employee at the level of Senior Vice President or above except for hiring of Persons hired (at

compensation that is commercially reasonable, taking into account the prior compensation of such replaced employee and the Company’s

ordinary course of business hiring practices) following the date hereof to replace employees at the level of Senior Vice President or

above who resign employment or who are terminated for cause on or following the date of this Agreement;

(x)            sell,

assign, transfer, exclusively license, abandon, grant, pledge, encumber (other than Permitted Encumbrances) or allow to be dedicated

to the public domain, allow to lapse or otherwise dispose of any material Company Owned IP;

(xi)            except

as required by GAAP or other applicable accounting standards or Legal Requirements, change in any material respect any of its methods

of accounting or accounting practices, including with respect to Taxes;

(xii)           (A) change

or rescind any material method of Tax accounting or any material Tax election, (B) amend any material Tax Return, or (C) settle

or otherwise compromise any claim, dispute, audit or assessment relating to a material amount of Taxes, or enter into any closing agreement

relating to a material amount of Taxes;

(xiii)          settle,

release, waive or compromise any Legal Proceeding (excluding any audit, claim or other proceeding in respect of Taxes), other than (1) routine

collection matters in the ordinary course of business and consistent with past practices, (2) those settlements as set forth in

Section 4.2(b)(xiii) of the Company Disclosure Schedule, and (3) settlements entered into in accordance with Section 5.16;

(xiv)         engage

in any transaction with, or enter into any agreement, arrangement or understanding with, any Affiliate of the Company or other Person

covered by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404;

(xv)         enter

into or amend any agreement, contract or commitment that would reasonably be expected to prevent or materially delay or materially impair

the consummation of the Contemplated Transaction; or

(xvi)         authorize,

approve, agree, commit or offer to take any of the actions described in clauses (i) through (xv) of this Section 4.2(b).

Parent acknowledges and agrees

that nothing contained in this Section 4.2(b) shall give Parent the right to control or direct the operations of the

Acquired Companies within the meaning of applicable antitrust and competition Legal Requirements, and no consent of Parent shall be required

with respect to any matter set forth in this Agreement to the extent the requirement of such consent would violate any applicable antitrust

and competition Legal Requirements. Prior to the First Merger Effective Time, each of the Acquired Companies shall exercise, consistent

with the terms and conditions hereof, complete control and supervision over its operations.

the Pre-Closing Period, except (w) as may be required by applicable Legal Requirements or Contracts of Parent, (x) with the

prior written consent of the Company (including by email) (which shall not be unreasonably withheld, conditioned or delayed), (y) as

expressly required or permitted by this Agreement or (z) as set forth in Section 4.2(c) of the Parent Disclosure Schedule,

Parent shall use its commercially reasonable efforts to, and shall cause each of the other Parent Entities to use their commercially

reasonable efforts to, (i) conduct its business in the ordinary course in all material respects and (ii) preserve substantially

intact the Parent Entities’ (taken as a whole) business organization and keep available the services of Parent’s current

officers in all material respects (it being agreed that any action specifically addressed by any of the provisions of Section 4.2(d) shall

not constitute a breach of this Section 4.2(c) unless such action is a breach of Section 4.2(d)).

(d)            During

the Pre-Closing Period, except (w) as may be required by applicable Legal Requirements or Contracts of Parent, (x) with the

prior written consent of the Company (including by email) (which shall not be unreasonably withheld, conditioned or delayed), (y) as

expressly required or permitted by this Agreement, or (z) as set forth in Section 4.2(d) of the Parent Disclosure Schedule,

Parent shall not, and Parent shall cause the other Parent Entities not to:

(i)            (A) declare,

set aside, establish a record date for or pay any dividend or other distribution (whether in cash, stock or otherwise) in respect of

its outstanding shares in its authorized share structure, except for cash dividends or distributions declared, set aside or made by any

direct or indirect wholly owned Subsidiary of Parent to Parent or one of its other wholly owned Subsidiaries; (B) repurchase, redeem

or otherwise acquire any of its shares in its authorized share structure or other securities, other than (1) pursuant to the terms

of the Parent Equity Plans, award agreements or Contracts evidencing Parent Equity Awards, (2) the acquisition of Parent Equity

Awards in connection with the forfeiture of such awards, (3) Parent Common Shares accepted as payment for the exercise price of

Parent Options, (4) for withholding Taxes incurred in connection with the exercise, vesting or settlement of Parent Equity Awards

in accordance with the terms of the applicable Parent Equity Award, (5) as required by the terms of any capital stock or equity

interest of any Subsidiary outstanding on the date of this Agreement, (6) pursuant to the Parent Share Repurchase Authorization

Program, or (7) any transaction between any Parent Entity and another Parent Entity; or (C) split, combine, subdivide or reclassify

any of its capital stock;

(ii)            sell,

issue, grant or authorize the sale, issuance or grant of: (A) any of its capital stock or other equity security; (B) any option,

call, warrant or right to acquire any of its capital stock or other equity security; or (C) any instrument convertible into or exchangeable

for any of its capital stock or other equity security, except, in each case with respect to clauses (A) through (C), (v) for

monthly grants to agents in the ordinary course of business consistent with past practice pursuant to Parent’s Agent Awards Stock

Grant Program, Agent Stock Purchase Program, and Loan Officer Awards Stock Grant Program, (w) to directors or officers or other

employees in the ordinary course of business consistent with past practice or in accordance with Section 4.2(d) of the Parent

Disclosure Schedule, provided, that the number of shares underlying such issuances or grants to employees at an “officer”

level or above shall not exceed 1,000,000 Parent Common Shares per calendar year except with the prior written consent of the Company,

(x) upon the exercise of, or the vesting, settlement or delivery of shares pursuant to, Parent Equity Awards in accordance with

their terms, (y) in connection with any transaction between any Parent Entity and another Parent Entity or (z) (A) the

sale, issuance or grant of any such capital stock or other equity securities (or any such option, call, warrant, right or other instrument

exercisable or exchangeable for Parent Common Shares) not to exceed 1,000,000 Parent Common Shares in the aggregate or (B) the sale,

issuance or grant of any such capital stock or other equity securities (or any such option, call, warrant, right or other instrument

exercisable or exchangeable for equity securities) only with the Company’s prior written consent (which may be granted or withheld

in the Company’s sole and absolute discretion) in connection with a Financing contemplated by Section 5.23(a), the

proceeds of which reduce, or will reduce, the commitments under the Debt Commitment Letter;

(iii)          amend

any of the Parent Governing Documents, or effect any liquidation, dissolution, restructuring, recapitalization or similar transaction;

(iv)          merge

or consolidate with any other Person or enter into agreements providing for any acquisitions (by merger, consolidation, purchase of stock

or assets or otherwise) of any Entity, business or assets that constitute a business or division of any Person, or all or substantially

all of the assets of any Person, except for (A) such acquisitions for which the consideration does not exceed $20,000,000 in the

aggregate; (B) transactions among Parent and a wholly owned Parent Entity or among wholly owned Parent Entities; (C) the recruitment

of agents and/or teams in the ordinary course of business consistent with past practices for consideration; or (D) the acquisition

of brokerages in the ordinary course of business consistent with past practices for consideration;

(v)           authorize,

or make any commitment with respect to, capital expenditures that in the aggregate exceed the aggregate amount set forth on Section 4.2(d)(v) of

the Parent Disclosure Schedule;

(vi)           (A) incur

or assume any indebtedness for borrowed money or issue any debt securities; (B) assume, guarantee, endorse or otherwise become liable

or responsible (whether directly, contingently or otherwise) for the indebtedness for borrowed money of any other Person; (C) other

than as set forth on Section 4.2(d)(vi)(C) of the Parent Disclosure Schedule, make any loan, advance or capital contribution

to, or investment in, any other Person, except (with respect to this clause (C)) for (1) extensions of credit to franchisees in

the ordinary course of business and consistent with past practices; (2) advances to directors, officers and other employees, in

each case in the ordinary course of business and consistent with past practices; (3) for loans or advances between Subsidiaries

of Parent or between Parent and its Subsidiaries and capital contributions in wholly owned Subsidiaries of Parent; or (4) those

advances or investments as set forth in Section 4.2(d)(vi)(C)(4) of the Parent Disclosure Schedule; or (D) create any

Encumbrance (other than Permitted Encumbrances) on any material assets, except, in each case of (A), (B) and (D), for any such obligation

(1) owed by one Parent Entity to another Parent Entity; (2) pursuant to business credit cards in the ordinary course of business

and consistent with past practices; (3) pursuant to letters of credit in the ordinary course of business; and (4) for a principal

amount of less than $5,000,000; provided, that nothing in this clause (vi) shall prohibit the Parent Entities from incurring,

assuming, or otherwise becoming liable for any indebtedness or creating any Encumbrances, in each case, to the extent in connection with

the Financing (including, for the avoidance of doubt, any Financing contemplated by Section 5.22(a), as applicable);

(vii)         (A) other

than as set forth on Section 4.2(d)(vii) of the Parent Disclosure Schedule, except for actions required pursuant to the terms

of any Parent Plan, applicable Legal Requirements, or otherwise in the ordinary course of business consistent with past practice, (1) establish,

adopt, enter into, amend, or terminate any material Parent Plan, Foreign Parent Plan, or any plan, practice, agreement, arrangement or

policy that would be a material Parent Plan or Foreign Parent Plan if it was in existence on the date of this Agreement (other than in

connection with routine, immaterial or ministerial amendments to health and welfare plans), or (2) amend or waive any of its rights

under, or accelerate the vesting under, any provision of any of the Parent Equity Plans, or otherwise modify any of the terms of any

outstanding Parent Equity Award;

(viii)        except

as required by GAAP or other applicable accounting standards or Legal Requirements, change in any material respect any of its methods

of accounting or accounting practices, including with respect to Taxes;

(ix)           (A) change

or rescind any material method of Tax accounting or any material Tax election, (B) amend any material Tax Return, or (C) settle

or otherwise compromise any claim, dispute, audit or assessment relating to a material amount of Taxes, or enter into any closing agreement

relating to a material amount of Taxes;

(x)            settle,

release, waive or compromise any Legal Proceeding (excluding any audit, claim or other proceeding in respect of Taxes), other than (1) routine

collection matters in the ordinary course of business and consistent with past practices, (2) settlements providing solely for money

damages payable by a Parent Entity of less than $20,000,000 (in addition to any amounts covered by insurance) (and no other material

relief of any nature), involving no finding or admission of any wrongdoing on the part of any Parent Entity and (3) settlements

entered into in accordance with Section 5.16;

(xi)           engage

in any transaction with, or enter into any agreement, arrangement or understanding with, any Affiliate of Parent or other Person covered

by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404;

(xii)          enter

into or amend any agreement, contract or commitment that would reasonably be expected to prevent or materially delay or materially impair

the consummation of the Contemplated Transaction; or

(xiii)         authorize,

approve, agree, commit or offer to take any of the actions described in clauses (i) through (xii) of this Section 4.2(d).

The Company acknowledges

and agrees that nothing contained in this Section 4.2(d) shall give the Company the right to control or direct the operations

of the Parent Entities within the meaning of applicable antitrust and competition Legal Requirements, and no consent of the Company shall

be required with respect to any matter set forth in this Agreement to the extent the requirement of such consent would violate any applicable

antitrust and competition Legal Requirements. Prior to the First Merger Effective Time, each of the Parent Entities shall exercise, consistent

with the terms and conditions hereof, complete control and supervision over its operations.

4.3          No

Solicitation; Change in Recommendations.

(a)            Each

of Parent and the Company shall immediately cease, and shall cause its Subsidiaries, and its and their respective directors and officers

(other than any director or officer of the Company who has executed the Company Voting and Support Agreement in his personal capacity),

and shall use its reasonable best efforts to cause its other Representatives (including any director or officer of the Company who has

executed the Company Voting and Support Agreement in his personal capacity), to immediately cease, any discussions or negotiations with

any Person that may be ongoing as of the date of this Agreement with respect to an Acquisition Proposal, and shall promptly (and, in

any event, within two (2) Business Days of the date hereof) request to have returned to Parent or the Company, as applicable, or

to have destroyed, any confidential information that has been provided in any such discussions or negotiations. During the Pre-Closing

Period, each of Parent and the Company shall not, and shall cause its Subsidiaries, and its and their respective directors and officers

(other than any director or officer of the Company who has executed the Company Voting and Support Agreement in his personal capacity)

not to, and shall use its reasonable best efforts to cause its other Representatives (including any director or officer of the Company

who has executed the Company Voting and Support Agreement in his personal capacity) not to (i) initiate, solicit, knowingly encourage

or knowingly facilitate inquiries, proposals or offers from any Person (other than the Company or Parent, as applicable) that constitute

or would reasonably be expected to lead to an Acquisition Proposal; (ii) participate in or engage in negotiations or substantive

discussions regarding any Acquisition Proposal or inquiry or proposal or that would reasonably be expected to lead to an Acquisition

Proposal, or (iii) furnish any non-public information relating to any Parent Entity or any Acquired Company, as applicable, to any

Person (other than the Company and its Representatives, or Parent and its Representatives, as applicable) in connection with any Acquisition

Proposal or any inquiry or proposal that would reasonably be expected to lead to an Acquisition Proposal. Notwithstanding the foregoing

or anything else in this Agreement, each of Parent and the Company shall be permitted to grant a waiver of or terminate any “standstill”

or similar obligation of any Person with respect to any Parent Entity or Acquired Company solely to the extent necessary to allow such

Person to submit, on a confidential basis to the Parent Board or the Company Board, an Acquisition Proposal if the Parent Board or the

Company Board, as applicable, has determined in good faith, after consultation with its financial advisors and outside legal counsel,

that the failure to take such action is inconsistent with the fiduciary duties of the Parent Board or Company Board, as applicable, under

applicable Legal Requirements. Any violation of this Section 4.3 by any director or officer of Parent or the Company (other

than any director or officer of the Company who has executed a Voting and Support Agreement) shall be deemed to be a breach of this Section 4.3

by Parent or the Company, as applicable. If Parent or the Company is made aware of an action by any of its respective Representatives

(other than any of its directors or officers) that would constitute a breach of any provision of this Section 4.3 if taken

by Parent or the Company, as applicable, and Parent or the Company does not promptly use its reasonable best efforts to prohibit or terminate

such action, then such action will be deemed to constitute a breach of such provision by Parent or the Company, as applicable.

(b)

(i)            Notwithstanding

anything in this Agreement to the contrary, each of Parent and the Company and their respective Representatives shall be permitted, prior

to obtaining the Required Parent Shareholder Vote or the Required Company Stockholder Vote, as applicable, and subject to Parent or the

Company, as applicable, first entering into an Acceptable Confidentiality Agreement, to engage or participate in or otherwise assist

or facilitate discussions and negotiations with, and/or provide any nonpublic information or data to, any Person (and their respective

Representatives and financing sources) who makes a bona fide written Acquisition Proposal after the date of this Agreement (that

did not result from a material breach of Section 4.3(a)), that the Parent Board or the Company Board, as applicable, concludes

in good faith (after consultation with its outside legal counsel and financial advisors), based on the information then available, either

constitutes or would reasonably be expected to lead to a Superior Proposal. Parent or the Company, as applicable, shall promptly (and

in any event within twenty-four (24) hours) provide to the other party any non-public information or data (or access thereto) that is

furnished to any such Person pursuant to the prior sentence that was not previously provided to such other party or its Representatives.

Notwithstanding anything to the contrary in this Agreement, Parent or the Company, as applicable, may contact any Person submitting an

Acquisition Proposal after the date of this Agreement (that did not result from a material breach of Section 4.3(a)) solely

to the extent necessary to clarify the material terms of the Acquisition Proposal in order to allow the Parent Board or the Company Board

to determine whether such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal.

(ii)            Each

of Parent and the Company shall promptly (and in any event within forty-eight (48) hours after receipt by such party), notify the other

party of receipt of any Acquisition Proposal, or any request for nonpublic information relating to any Parent Entity or Acquired Company,

as applicable, by any Person that informs Parent or the Company, or any of their Subsidiaries, that it is considering making, or has

made, an Acquisition Proposal. Such notice shall indicate the material terms (including price) and conditions of any proposals or offers,

to the extent known, including the identity of the Person making such Acquisition Proposal. The Company shall keep Parent, or Parent

shall keep the Company, as applicable, reasonably informed of the status and material details (including any amendments or proposed amendments)

of any such Acquisition Proposal and keep such other party reasonably informed as to the material details of any such Acquisition Proposal

and shall provide to the other party within forty-eight (48) hours after receipt thereof all copies of any other documentation material

to understanding such Acquisition Proposal (as determined by the party providing such material in good faith) received by the Company

or Parent, as applicable, from the Person (or from any Representatives of such Person) making such Acquisition Proposal. The Company

Board or Parent Board, as applicable, shall promptly consider in good faith (in consultation with its outside legal counsel and financial

advisors) any proposed alteration of the terms of this Agreement or the Contemplated Transactions proposed by the other party in response

to any Acquisition Proposal. Unless this Agreement has been terminated in accordance with Section 7.1(e)(i) in connection

with a Superior Proposal, each of the Company and Parent shall not take any action to exempt any Person from the restrictions on “business

combinations” contained in any applicable Legal Requirements or otherwise cause such restrictions not to apply.

(iii)           Except

as provided in Section 4.3(b)(v), neither the Company Board nor any committee thereof shall (A) withhold, withdraw,

modify or qualify in any manner adverse to Parent, or propose publicly to withhold, withdraw, modify or qualify in any manner adverse

to Parent, the recommendation by the Company Board that the Company’s stockholders vote in favor of the adoption of this Agreement

and the issuance of shares of Company Class A Common Stock in connection with the Rhino Merger (the “Company Board Recommendation”),

(B) fail to include the Company Board Recommendation in the Proxy Statement/Prospectus, (C) fail to recommend against acceptance

of a tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act that is an Acquisition Proposal (including, for

these purposes, by taking any position contemplated by Rule 14e-2 of the Exchange Act other than recommending rejection of such

tender offer, exchange offer or take-over bid) within ten (10) Business Days (as defined in Rule 14d-9 of the Exchange Act,

as applicable) of the commencement (for purposes of Rule 14d-2 of the Exchange Act) of such tender offer, exchange offer or take-over

bid (it being understood that the Company Board may refrain from taking a position with respect to a tender offer, exchange offer or

take-over bid until 5:30 p.m., Mountain time, on the 10th Business Day after such commencement thereof, without such action (or inaction)

constituting a Change in Company Recommendation), (D) refuse to affirm publicly the Company Board Recommendation following a reasonable

written request by Parent to provide such reaffirmation (which request may only be made in connection with the public disclosure of an

Acquisition Proposal (other than pursuant to a commenced tender offer, exchange offer or take-over bid) that, in the reasonable judgment

of Parent, calls into question whether the Required Company Stockholder Vote will be obtained) prior to the earlier of (A) ten (10) Business

Days following such request and (B) five (5) Business Days prior to the Company Stockholders’ Meeting (provided, in the

case of clause (B), that if such request is made less than eight (8) Business Days prior to such meeting, then, notwithstanding

the foregoing, the Company Board or any committee thereof shall have four (4) Business Days to respond to such request for reaffirmation,

and that Parent may not make such request less than four (4) Business Days prior to such meeting), provided, that the Company

Board shall not be required to affirm the Company Board Recommendation more than once per Acquisition Proposal or material modification

of such Acquisition Proposal (any of the foregoing (A), (B), (C) or (D), a “Change in Company Recommendation”)

or (E) adopt, recommend or declare advisable, or propose or agree to adopt, recommend or declare advisable, or allow any Acquired

Company to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition

agreement, option agreement, joint venture agreement, alliance agreement, partnership agreement or other similar definitive agreement

(an “Acquisition Agreement”) constituting, or that would reasonably be expected to lead to, an Acquisition Proposal

(excluding, for the avoidance of doubt, any Acceptable Confidentiality Agreement).

(iv)           Except

as provided in Section 4.3(b)(v), neither the Parent Board nor any committee thereof shall (A) withhold, withdraw, modify

or qualify in any manner adverse to the Company, or propose publicly to withhold, withdraw, modify or qualify in any manner adverse to

the Company, the recommendation by the Parent Board that the Parent’s securityholders vote in favor of the Arrangement (the “Parent

Board Recommendation”), (B) fail to include the Parent Board Recommendation in the Proxy Statement/Prospectus (including

in the management information circular), (C) fail to recommend against acceptance of a tender offer or exchange offer pursuant to

Rule 14d-2 under the Exchange Act or a take-over bid pursuant to Canadian Securities Laws that is an Acquisition Proposal (including,

for these purposes, by taking any position contemplated by Rule 14e-2 of the Exchange Act or Canadian Securities Laws, as applicable,

other than recommending rejection of such tender offer, exchange offer or take-over bid) within ten (10) Business Days (as defined

in Rule 14d-9 of the Exchange Act or Canadian Securities Laws, as applicable) of the commencement (for purposes of Rule 14d-2

of the Exchange Act or Canadian Securities Laws, as applicable) of such tender offer, exchange offer or take-over bid (it being understood

that the Parent Board may refrain from taking a position with respect to a tender offer, exchange offer or take-over bid until 5:30 p.m.,

Mountain time, on the 10th Business Day after the commencement thereof, without such action (or inaction) constituting a Change in Parent

Recommendation), (D) refuse to affirm publicly the Parent Board Recommendation following a reasonable written request by the Company

to provide such reaffirmation (which request may only be made in connection with the public disclosure of an Acquisition Proposal (other

than pursuant to a commenced tender offer, exchange offer or take-over bid) that, in the reasonable judgment of the Company, calls into

question whether the Required Parent Shareholder Vote will be obtained) prior to the earlier of (A) ten (10) Business Days

following such request and (B) five (5) Business Days prior to the Parent Shareholders’ Meeting (provided, in the case

of clause (B), that if such request is made less than eight Business Days prior to such meeting, then, notwithstanding the foregoing,

the Parent Board or any committee thereof shall have four (4) Business Days to respond to such request for reaffirmation, and that

the Company may not make such request less than four (4) Business Days prior to such meeting), provided, that the Parent

Board shall not be required to affirm the Parent Board Recommendation made more than once per Acquisition Proposal or material modification

of such Acquisition Proposal (any of the foregoing (A), (B), (C) or (D), a “Change in Parent Recommendation”)

or (E) adopt, recommend or declare advisable, or propose or agree to adopt, recommend or declare advisable, or allow any Parent

Entity to execute or enter into, any Acquisition Agreement constituting, or that would reasonably be expected to lead to, an Acquisition

Proposal (excluding, for the avoidance of doubt, any Acceptable Confidentiality Agreement).

(v)           Notwithstanding

anything in this Agreement to the contrary, the Company may make a Change in Company Recommendation at any time prior to receipt of the

Required Company Stockholder Vote (and/or in the case of a Superior Proposal received by the Company, terminate this Agreement pursuant

to Section 7.1(e)(i)) and Parent may make a Change in Parent Recommendation at any time prior to receipt of the Required

Parent Shareholder Vote, in each case, if and only if:

(A)            (1) a

bona fide written Acquisition Proposal (that did not result from a material breach of Section 4.3(a)) is received

by the Company or Parent, and the Company Board or Parent Board, as applicable, has concluded in good faith (after consultation with

its outside legal counsel and financial advisors), based on the information then available, that such Acquisition Proposal constitutes

a Superior Proposal, or (2) the Company Board or Parent Board, as applicable, has concluded in good faith (after consultation with

its outside legal counsel and financial advisors) that an Intervening Event has occurred;

(B)             the

Company Board or Parent Board, as applicable, has concluded in good faith (after consultation with its outside legal counsel) that failure

to make a Change in Company Recommendation or Change in Parent Recommendation, as applicable, is inconsistent with its fiduciary duties

under applicable Legal Requirements;

(5) Business Days (the “Notice Period”) shall have elapsed since the Company or Parent, as applicable, has (x) given

written notice to the other party advising such other party that it intends to take such action and specifying, in reasonable detail,

the material terms or conditions of any such Superior Proposal or providing a description of the Intervening Event that is the basis

of the proposed action and (y) provided to the other party a copy of the principal documentation relating to the Superior Proposal

or Intervening Event, if any (a “Notice of Recommendation Change”) (it being understood that, in the case of a Superior

Proposal, any amendment to any material term of such Superior Proposal shall require a new Notice of Recommendation Change and a new

Notice Period, except that the Notice Period referenced above shall instead be equal to the longer of (1) three (3) Business

Days or (2) the period remaining under the existing Notice Period immediately prior to the delivery of such additional notice under

this clause (C));

(D)            during

the Notice Period, the Company or Parent has considered and, at the reasonable request of the other party, engaged in good faith discussions

and negotiations with such other party regarding, any adjustment or modification of the terms of this Agreement proposed by such other

party such that, in the case of an Acquisition Proposal, such Acquisition Proposal would no longer constitute a Superior Proposal or,

in the case of an Intervening Event, such adjustment or modification would obviate the need to make such Change in Company Recommendation

or Change in Parent Recommendation, as applicable;

(E)             the

Company Board or the Parent Board, following the Notice Period, again determines in good faith (after consultation with outside legal

counsel and taking into account any adjustment or modification of the terms of this Agreement irrevocably proposed in writing by the

other party) that failure to make a Change in Company Recommendation or Change in Parent Recommendation, as the case may be, is inconsistent

with their fiduciary duties under applicable Legal Requirements; and

(F)             in

the case where the Company seeks to terminate this Agreement pursuant to Section 7.1(e)(i), the Company complies with clauses

(A) through (E) above in all material respects and concurrently with entering into an Acquisition Agreement with respect to

such Superior Proposal, (1) terminates this Agreement in accordance with the provisions of Section 7.1(e)(i) and

(2) pays the Company Termination Fee in accordance with Section 7.3(d).

(vi)           Nothing

contained in this Section 4.3 shall prohibit the Company Board or the Parent Board from, directly or indirectly through its

Representatives, (x) complying with Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or National Instrument

62-104 – Take-Over Bids and Issuer Bids of the Canadian Securities Administrators, as applicable, with regard to any Acquisition

Proposal, so long as any such compliance rejects any Acquisition Proposal and reaffirms its recommendation of the transactions contemplated

by this Agreement, (y) from issuing a “stop, look and listen” statement pending disclosure of its position thereunder,

or (z) from making any other disclosure to the stockholders of the Company or Parent that is required by applicable Legal Requirement;

provided, however, that if any such disclosure under this clause (z) does not reaffirm the Company Board Recommendation

or Parent Board Recommendation, as applicable, in such disclosure or withdraws or modifies the Company Board Recommendation or Parent

Board Recommendation in a manner adverse to the Company or Parent, as applicable, such disclosure shall constitute a Change in Company

Recommendation or Change in Parent Recommendation, as applicable, and nothing in this Section 4.3(b)(vi) will be deemed

to permit the Company Board or Parent Board to make a Change in Company Recommendation or Change in Parent Recommendation, as applicable,

except to the extent permitted by Section 4.3(b)(v). It is understood and agreed that the following will not be deemed a

Change in Company Recommendation or Change in Parent Recommendation, and shall otherwise be permitted under this Agreement: a public

statement that describes the Company’s or Parent’s receipt of an Acquisition Proposal, that the Company Board or Parent Board,

as applicable, is considering the Acquisition Proposal, and that no position has been taken by the Company Board or the Parent Board

as to the advisability or desirability of such Acquisition Proposal, so long as any such statement confirms that the Company Board or

Parent Board, as applicable, has not changed its recommendation of the transactions contemplated by this Agreement.

(vii)          Notwithstanding

any Change in Parent Recommendation or any other provision of this Agreement to the contrary, unless this Agreement has been validly

terminated pursuant to Section 7.1, Parent shall cause the proposal to approve the Arrangement to be submitted to a vote

of Parent’s securityholders at the Parent Shareholders’ Meeting.

(viii)        Notwithstanding

any Change in Company Recommendation or any other provision of this Agreement to the contrary, unless this Agreement has been validly

terminated pursuant to Section 7.1, the Company shall cause the proposal to adopt this Agreement to be submitted to a vote

of the Company’s stockholders at the Company Stockholders’ Meeting.

purposes of this Agreement, “Superior Proposal” means a bona fide written proposal (on its most recently amended

or modified terms, if amended or modified) made by a third party that is not affiliated with the Company or Parent, as the case may be,

to enter into any transaction involving an Acquisition Proposal that the Company Board or Parent Board, as the case may be, has determined

in good faith, after consultation with outside legal counsel and its financial advisors, taking into account all legal, financial, regulatory

and other aspects of the proposal and the Person making the proposal (including any break-up fees, expense reimbursement provisions,

conditions to consummation and certainty and speed of consummation, including the prospects for obtaining regulatory approvals and financing)

(i) is more favorable to the stockholders of the Company or shareholders of Parent, as applicable, than the Contemplated Transactions,

and (ii) is reasonably capable of being completed on the terms proposed; provided, that, for the purposes of this definition

of Superior Proposal, references in the definition of “Acquisition Proposal” to “twenty percent (20%)” shall

be deemed to be references to “fifty percent (50%)”.

(d)            For

purposes of this Agreement, “Intervening Event” means any event, occurrence, change, development, circumstance, fact

or effect that, in the case of the Company, materially affects the Company and its Subsidiaries (taken as a whole), and in the case of

Parent, materially affects Parent and its Subsidiaries (taken as a whole), that (A) was not known to the Company Board or Parent

Board, as applicable, or reasonably foreseeable to the Company Board or Parent Board, as applicable, as of the date of this Agreement

(or, if known or reasonably foreseeable, the magnitude or material consequences of which were not known or reasonably foreseeable by

the Company Board or the Parent Board, as applicable, as of the execution and delivery of this Agreement) and (B) does not relate

to (i) any Acquisition Proposal or (ii) the mere fact, in and of itself, that the Company or Parent, as applicable, meets or

exceeds any internal or published financial projections, forecasts, estimates or predictions of revenue, earnings or other financial

or operating metrics for any period ending on or after the date hereof, or changes after the date hereof in the market price or trading

volume of the Company Common Stock or Parent Common Shares, as applicable (provided, that the underlying causes of any such fact

or change shall not be excluded by reason of this clause (ii) in determining whether an Intervening Event has occurred).

Section 5.              Additional

Covenants of the Parties

5.1          Registration

Statement; Proxy Statement/Prospectus.

(a)            Notwithstanding

anything to the contrary in this Section 5.1, (i) New Wildlife shall be responsible for the preparation and filing of

the Registration Statement (including any amendments or supplements thereto), (ii) New Wildlife, Parent and the Company shall be

jointly responsible for the preparation of the Proxy Statement/Prospectus (including any amendments or supplements thereto), and (iii) each

of Parent and the Company shall cooperate in good faith and use commercially reasonable efforts to assist the others in connection with

the foregoing, including by providing information and responding to comments from the SEC or the Canadian Securities Regulators.

(b)            As

promptly as reasonably practicable after the date of this Agreement: (i) the Company and Parent shall jointly prepare and file with

the SEC and the Canadian Securities Regulators (if necessary or desirable) the preliminary Proxy Statement/Prospectus, as applicable,

and (ii) the Company and Parent shall jointly prepare and New Wildlife shall file with the SEC the Registration Statement. Each

of New Wildlife, Parent and the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared

effective under the Securities Act, and the Proxy Statement/Prospectus to be cleared by the SEC and its staff under the Securities Act,

as promptly as practicable after such filing, and to keep the Registration Statement effective so long as necessary to consummate the

Mergers and the Arrangement. Unless there is a Change in Company Recommendation or a Change in Parent Recommendation, in each case, made

in accordance with Section 4.3, the Proxy Statement/Prospectus shall include the Company Board Recommendation and the Parent

Board Recommendation in any iteration of the Proxy Statement/Prospectus filed in preliminary or definitive form. Each of New Wildlife,

Parent and the Company shall promptly notify the other parties upon the receipt of any comments from the SEC (or the staff of the SEC)

or the Canadian Securities Regulators or any request from the SEC (or the staff of the SEC) or the Canadian Securities Regulators for

amendments or supplements to the Proxy Statement/Prospectus or the Registration Statement, as applicable, and shall promptly provide

the other parties with copies of all correspondence between such first party and its Representatives, on the one hand, and the SEC (or

the staff of the SEC) or the Canadian Securities Regulators, on the other hand, and all written comments with respect to the Proxy Statement/Prospectus

or the Registration Statement received from the SEC (or the staff of the SEC) or the Canadian Securities Regulators and advise the other

parties of any oral comments with respect to Proxy Statement/Prospectus or the Registration Statement received from the SEC (or the staff

of the SEC) or the Canadian Securities Regulators. If a party receives comments from the SEC (or the staff of the SEC) or the Canadian

Securities Regulators on the Proxy Statement/Prospectus or the Registration Statement, as applicable, each of New Wildlife, Parent and

the Company shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any comments of the SEC

(or the staff of the SEC) or the Canadian Securities Regulators with respect to the Proxy Statement/Prospectus or the Registration Statement,

as applicable. New Wildlife shall advise the Company and Parent, promptly after the receipt of notice thereof, of the time of effectiveness

of the Registration Statement, and the issuance of any stop order relating thereto or the suspension of qualification of the New Wildlife

Common Stock for offering or sale in any jurisdiction, and each of New Wildlife, the Company and Parent shall use their respective commercially

reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of New Wildlife, the Company

and Parent shall take any other action required to be taken under the Securities Act, the Exchange Act, Nasdaq Rules, any applicable

foreign or state securities or “blue sky” Legal Requirements and the rules and regulations thereunder in connection

with the Contemplated Transactions, and Parent shall furnish to New Wildlife and the Company all information concerning Parent as may

be reasonably requested in connection with any such actions.

promptly as practicable after the clearance of the Proxy Statement/Prospectus by the SEC, and obtaining the Interim Order, Parent and

the Company shall cause the Proxy Statement/Prospectus to be sent contemporaneously to (i) in the case of Parent, the Persons required

to be sent the Proxy Statement/Prospectus by the Interim Order and applicable Legal Requirements, and (ii) in the case of the Company,

the holders of Company Common Stock entitled to vote at the Company Stockholders’ Meeting.

(d)            Each

of the Company and Parent shall prepare the Proxy Statement/Prospectus, and each of the Company, Parent and New Wildlife shall prepare

the Registration Statement, in each case, in compliance as to form in all material respects with the provisions of the Securities Act,

the Exchange Act and the rules and regulations promulgated thereunder and, as applicable, Canadian Securities Laws. Without limiting

any other provision herein, the Proxy Statement/Prospectus and the Registration Statement will contain such information and disclosure

reasonably requested by New Wildlife, Parent or the Company so that the Registration Statement conforms in form and substance to the

requirements of the Securities Act and the Proxy Statement/Prospectus conforms in form and substance to the requirements of the Exchange

Act and Canadian Securities Laws. No filing of or mailing of the Proxy Statement/Prospectus or the Registration Statement (or, in each

case, any amendment or supplement thereto) or response to any comments of the SEC (or the staff of the SEC) or Canadian Securities Regulators

with respect thereto shall be made by, New Wildlife, the Company or Parent without the prior written (email being sufficient) approval

of the other parties (which shall not be unreasonably withheld, conditioned or delayed), and each of New Wildlife, the Company and Parent

shall provide the others and their respective counsel with a reasonable opportunity to review and comment thereon (including the proposed

final version of such document or response) and shall give good faith consideration to all reasonable additions, deletions or changes

suggested by the other or its counsel; provided, however, that (A) New Wildlife and the Company may amend or supplement

the Proxy Statement/Prospectus without the prior written consent of Parent in the event of a Change in Company Recommendation made in

accordance with Section 4.3 and (B) Parent may amend or supplement the Proxy Statement/Prospectus without the prior

written consent of New Wildlife and the Company in the event of a Change in Parent Recommendation made in accordance with Section 4.3.

(e)            Each

of New Wildlife, Parent and the Company shall, as promptly as possible, furnish to the other parties all reasonably required information

concerning the Parent Entities, on the one hand, or the Acquired Companies, on the other hand, as applicable, as may be reasonably requested

by New Wildlife, the Company or Parent, as applicable, in connection with the Proxy Statement/Prospectus or Registration Statement, as

applicable, including such information that is required by the Exchange Act, the rules and regulations promulgated thereunder, Canadian

Securities Laws or other applicable Legal Requirements to be set forth in the Proxy Statement/Prospectus or Registration Statement, as

applicable, and shall otherwise assist and cooperate with the other parties in the preparation of the Proxy Statement/Prospectus, or

the Registration Statement, as applicable, and the resolution of comments from the SEC (or the staff of the SEC) or Canadian Securities

Regulators. If the SEC (or the staff of the SEC) or Canadian Securities Regulators’ comments on the Proxy Statement/Prospectus

or the Registration Statement, New Wildlife, Parent or the Company, as applicable, shall, to the extent applicable and upon a good-faith

and reasonable request of New Wildlife, the Company or Parent, as applicable, confirm and/or supplement the information relating to the

Parent Entities on the one hand, and New Wildlife and the Acquired Companies, on the other hand, in each case supplied by New Wildlife,

Parent or the Company, as applicable, for inclusion in the Proxy Statement/Prospectus or Registration Statement, as applicable, in each

case, sufficiently in advance of the mailing of the Proxy Statement/Prospectus. None of New Wildlife, the Company, Parent or their respective

Representatives shall agree to participate in any material or substantive meeting or conference (including by telephone) with the SEC,

or any member of the staff thereof or with Canadian Securities Regulators, in respect of the Proxy Statement/Prospectus, or the Registration

Statement, as applicable unless, to the extent reasonably practicable, it consults with the other parties in advance and, to the extent

permitted by the SEC or Canadian Securities Regulators, allows the other parties to participate.

(f)             If

at any time prior to the Arrangement Effective Time any event, circumstance or information relating to New Wildlife, the Company or Parent

or any of New Wildlife’s, the Company’s or Parent’s Subsidiaries, or their respective officers or directors or relating

to any information supplied by New Wildlife, Parent or the Company for inclusion in the Proxy Statement/Prospectus or the Registration

Statement, is discovered by New Wildlife, the Company or Parent, respectively, which, pursuant to the Securities Act or the Exchange

Act or Canadian Securities Laws, should be set forth in an amendment or a supplement to such document, so that either such document would

not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light

of the circumstances under which they were made, not misleading, such party shall promptly inform the other parties hereto and an appropriate

amendment or supplement describing such information shall be promptly filed with the SEC and the Canadian Securities Regulators and,

to the extent required by applicable Legal Requirement, disseminated to the Company’s stockholders and the Parent’s securityholders.

Each party agrees to correct any information provided by it for use in the Proxy Statement/Prospectus or the Registration Statement which

shall have become false or misleading.

5.2            Company

Stockholders’ Meeting.

(a)            The

Company: (i) shall take all action necessary under all applicable Legal Requirements and the Company Governing Documents to set

a record date for, call, give notice of and hold a meeting of the holders of Company Common Stock (the “Company Stockholders’

Meeting”) to vote on (1) a proposal to adopt this Agreement and (2) a proposal to approve the issuance of shares

of Company Common Stock in connection with the Rhino Merger, as promptly as reasonably practicable after the date of this Agreement (but

in no event shall the initial date for the Company Stockholders’ Meeting be later than forty-five (45) days after the Registration

Statement is declared effective under the Securities Act without the prior written consent of Parent (which shall not be unreasonably

withheld, conditioned or delayed)); (ii) shall submit such proposals to such holders at the Company Stockholders’ Meeting

and, unless there is a Change in Company Recommendation made in accordance with Section 4.3, shall use its reasonable best

efforts to solicit proxies in favor of such proposals from such holders before the Company Stockholders’ Meeting; and (iii) shall

not submit any other proposals to such holders at the Company Stockholders’ Meeting (other than an advisory vote regarding merger-related

compensation and a customary proposal regarding adjournment of the Company Stockholders’ Meeting) without the prior written consent

of Parent (which shall not be unreasonably withheld, conditioned or delayed); provided, that in the event that Parent postpones

or adjourns the Parent Shareholders’ Meeting in accordance with the terms of this Agreement, the Company may postpone or adjourn

the Company Stockholders’ Meeting for an equal number of days. The Company shall provide reasonable updates to Parent with respect

to the proxy solicitation for the Company Stockholders’ Meeting (including interim results) as reasonably requested by Parent.

Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholders’

Meeting if this Agreement is terminated in accordance with its terms. The Company agrees that, unless this Agreement shall have been

terminated in accordance with Section 7.1, its obligations pursuant to this Section 5.2 shall not be affected

by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or by the making

of any Change in Company Recommendation.

(b)            The

Company may postpone, recess or adjourn the Company Stockholders’ Meeting: (i) with the consent of Parent (which shall not

be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum (in which case the Company shall use its commercially

reasonable efforts to obtain such quorum as promptly as practicable), (iii) if, after consultation with Parent, the Company believes

in good faith that such postponement, recess or adjournment is reasonably necessary to (A) solicit additional proxies for the purpose

of obtaining the Required Company Stockholder Vote, or (B) allow reasonable additional time for the filing and distribution of any

supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel)

is necessary under applicable Legal Requirements and for such supplemental or amended disclosure to be disseminated to and reviewed by

the Company’s stockholders prior to the Company Stockholders’ Meeting, (iv) if required by Legal Requirement, or (v) for

an equal number of days by which Parent postpones or adjourns the Parent Shareholders’ Meeting in accordance with the terms of

this Agreement; provided, that, in the case of clauses (ii) and (iii), without the written consent of Parent (which shall

not be unreasonably withheld, conditioned or delayed), in no event shall the Company Stockholders’ Meeting be held on a date later

than the earlier of (x) twenty (20) Business Days after the date for which the Company Stockholders’ Meeting was originally

scheduled prior to such postponement or adjournment (in the case of clause (iii)(B) excluding any postponements or adjournments

required by applicable Legal Requirement) and (y) two (2) Business Days before the End Date. If the Company Stockholders’

Meeting is postponed, recessed or adjourned in accordance with this Section 5.2(b), the Company shall convene or reconvene,

as applicable, the Company Stockholders’ Meeting at the earliest practicable date on which the Company Board reasonably expects

to have sufficient affirmative votes to obtain the Required Company Stockholder Vote.

Company shall use its reasonable best efforts to set the record date in such manner as is necessary or advisable to allow the Company

Stockholders’ Meeting to occur on the same date as, the Parent Shareholders’ Meeting.

5.3            Interim

Order

(a)            As

soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act, Parent shall apply to

the Arrangement Court in a manner reasonably acceptable to the Company pursuant to Part 9, Division 5 of the BCBCA and, in cooperation

with the Company, file and diligently pursue an application for the Interim Order, which must provide, among other things:

(i)            for

the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Parent Shareholders’ Meeting and

for the manner in which such notice is to be provided;

(ii)            that

the required level of approval for the Arrangement Resolution (the “Required Parent Shareholder Vote”) shall be (A) at

least two thirds of the votes cast on such Arrangement Resolution by holders of Parent Common Shares present in person or represented

by proxy at the Parent Shareholders’ Meeting and (B) at least two thirds of the votes cast on such Arrangement Resolution

by holders of Parent Securities present in person or represented by proxy at the Parent Shareholders’ Meeting and voting as a single

class;

(iii)           that,

in all other respects, the terms, restrictions and conditions of the Parent Governing Documents, including quorum requirements and all

other matters, shall apply in respect of the Parent Shareholders’ Meeting unless otherwise ordered by the Arrangement Court;

(iv)           for

the grant of Dissent Rights to those holders of Parent Common Shares who are registered shareholders on the record date for the Parent

Shareholders’ Meeting, as contemplated in the Plan of Arrangement;

(v)            for

the notice requirements with respect to the presentation of the application to the Arrangement Court for the Final Order;

(vi)           that

the Parent Shareholders’ Meeting may be postponed, recessed or adjourned from time to time by the Parent Board in accordance with

the provisions of this Agreement or any other agreement between the parties, without the need for additional approval of the Arrangement

Court;

(vii)          for

confirmation of the record date for purposes of determining the holders of Parent Securities entitled to receive notice of and to vote

at the Parent Shareholders’ Meeting in accordance with the Interim Order and that the record date for holders of Parent Securities

entitled to receive notice of and to vote at the Parent Shareholders’ Meeting will not change in respect or as a consequence of

any adjournment(s) or postponement(s) of the Parent Shareholders’ Meeting, unless required by applicable Legal Requirements;

(viii)         that

the Parent Shareholders’ Meeting may be held as a virtual or hybrid meeting, and holders of Parent Securities that participate

in the Parent Shareholders’ Meeting through virtual means, if applicable, will be deemed to be present at the Parent Shareholders’

Meeting; and

(ix)           for

such other matters as Parent or the Company may reasonably require, subject to obtaining the prior consent of the other party, such consent

not to be unreasonably withheld, delayed or conditioned.

5.4            Parent

Shareholders’ Meeting.

(a)            Parent:

(i) shall take all action necessary to set a record date for, call, give notice of and hold a special meeting of the holders of

Parent Securities (the “Parent Shareholders’ Meeting”) in accordance with the Interim Order, all applicable

Legal Requirements and the Parent Governing Documents as promptly as reasonably practicable after the date of this Agreement (but in

no event shall the initial date for the Parent Shareholder’s Meeting be later than forty-five (45) days after the Registration

Statement is declared effective under the Securities Act without the prior written consent of the Company (which shall not be unreasonably

withheld, conditioned or delayed)); (ii) shall submit the Arrangement Resolution to such holders at the Parent Shareholders’

Meeting and shall use its reasonable best efforts to solicit proxies in favor of the Arrangement Resolution from such holders before

the Parent Shareholders’ Meeting, including using the services of proxy solicitation agents retained in consultation with the Company;

and (iii) shall not submit any other proposal to such holders at the Parent Shareholders’ Meeting without the prior written

consent of the Company (which shall not be unreasonably withheld, conditioned or delayed); provided, that in the event that the

Company postpones or adjourns the Company Stockholders’ Meeting in accordance with the terms of this Agreement, Parent may postpone

or adjourn the Parent Shareholders’ Meeting for an equal number of days. Parent shall provide reasonable updates to the Company

with respect to the proxy solicitation for the Parent Shareholders’ Meeting (including interim results) as reasonably requested

by the Company. Notwithstanding anything to the contrary contained in this Agreement, Parent shall not be required to hold the Parent

Shareholders’ Meeting if this Agreement is terminated in accordance with its terms. Parent agrees that, unless this Agreement shall

have been terminated in accordance with Section 7.1, its obligations pursuant to this Section 5.4 shall not be

affected by the commencement, public proposal, public disclosure or communication to Parent of any Acquisition Proposal or by the making

of any Change in Parent Recommendation.

(b)            Parent

may postpone, recess or adjourn the Parent Shareholders’ Meeting: (i) with the consent of the Company (which shall not be

unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum (in which case Parent shall use its commercially

reasonable efforts to obtain such quorum as promptly as practicable), (iii) if, after consultation with the Company, Parent believes

in good faith that such postponement, recess or adjournment is reasonably necessary to (A) solicit additional proxies for the purpose

of obtaining the Required Parent Shareholder Vote, or (B) allow reasonable additional time for the filing and distribution of any

supplemental or amended disclosure which the Parent Board has determined in good faith (after consultation with its outside legal counsel)

is necessary under applicable Legal Requirements and for such supplemental or amended disclosure to be disseminated to and reviewed by

the Parent’s securityholders prior to the Parent Shareholders’ Meeting, (iv) if required by Legal Requirement, or (v) for

an equal number of days by which the Company postpones or adjourns the Company Stockholders’ Meeting in accordance with the terms

of this Agreement; provided, that, in the case of clauses (ii) and (iii), without the written consent of the Company (which

shall not be unreasonably withheld, conditioned or delayed), in no event shall the Parent Shareholders’ Meeting be held on a date

later than the earlier of (x) twenty (20) Business Days after the date for which the Parent Shareholders’ Meeting was originally

scheduled prior to such postponement or adjournment (in the case of clause (iii)(B) excluding any postponements or adjournments

required by applicable Legal Requirement) and (y) two (2) Business Days before the End Date. If the Parent Shareholders’

Meeting is postponed, recessed or adjourned in accordance with this Section 5.4(b), Parent shall convene or reconvene, as

applicable, the Parent Shareholders’ Meeting at the earliest practicable date on which the Parent Board reasonably expects to have

sufficient affirmative votes to obtain the Required Parent Shareholder Vote.

shall use its reasonable best efforts to set the record date in such manner as is necessary or advisable to allow the Parent Shareholders’

Meeting to occur on the same date as the Company Stockholders’ Meeting.

5.5            Final

Order.

If the Interim Order is obtained

and the Required Parent Shareholder Vote is obtained at the Parent Shareholders’ Meeting as provided for in the Interim Order,

Parent shall take all steps necessary or desirable to submit the Arrangement to the Arrangement Court and diligently pursue an application

for the Final Order pursuant to Section 291 of the BCBCA, as soon as reasonably practicable and, in any event, not later than five

(5) Business Days after the Arrangement Resolution is passed at the Parent Shareholders’ Meeting as provided for in the Interim

Order (provided that the hearing date will depend on the inscription on the roll and the availability of the Arrangement Court), or within

such other period as the parties may agree, acting reasonably.

5.6            Court

Proceedings.

(a)            The

Company shall cooperate with and assist Parent in, and consent to Parent, seeking the Interim Order and the Final Order, including by

providing to Parent on a timely basis any information regarding the Company and its Affiliates as reasonably requested by Parent or as

required by applicable Legal Requirements to be supplied by the Company in connection therewith.

(b)            In

connection with all Arrangement Court proceedings relating to obtaining the Interim Order and the Final Order, in each case subject to

applicable Legal Requirements, Parent shall:

(i)            diligently

pursue, and the parties shall cooperate with each other in diligently pursuing, the Interim Order and the Final Order;

(ii)            provide

the Company and its legal counsel with reasonable opportunity to review and comment upon drafts of all materials to be filed with the

Arrangement Court, the Registrar or the Canadian Securities Regulators in connection with the Arrangement, including drafts of the motion

for Interim Order and of the motion for Final Order, the Interim Order, the Final Order and the affidavits, prior to the service and

filing of such materials, and give reasonable and due consideration to all such comments of the Company and its legal counsel, provided

that all information relating to the Company included in such materials shall be in a form and substance satisfactory to the Company,

acting reasonably;

(iii)           ensure

that all material filed with the Arrangement Court in connection with the Arrangement is consistent in all material respects with the

terms of this Agreement and the Plan of Arrangement;

(iv)           not

file any material with the Arrangement Court, the Registrar or the Canadian Securities Regulators in connection with the Arrangement

or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or

with the Company’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the

Company is not required to agree or consent to any increase in or variation in the form of the Arrangement Consideration or other modification

or amendment to such filed or served materials that expands or increases the Company’s or its Subsidiaries obligations, or diminishes

or limits the Company’s or its Subsidiaries rights, set forth in any such filed or served materials or under this Agreement, the

Arrangement or the Mergers;

(v)           oppose

any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement;

(vi)           if

Parent is required by the terms of the Final Order or by applicable Legal Requirements to return to Arrangement Court with respect to

the Final Order, do so only after notice to, and in consultation and cooperation with, the Company;

(vii)         not

unreasonably object to legal counsel to the Company making such submissions on the application for the Interim Order and the Final Order

as such counsel considers appropriate, acting reasonably, provided the Company advises Parent of the nature of any such submissions prior

to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement; and

(viii)         provide

the Company and its legal counsel with copies of any notice and evidence served on Parent or its legal counsel in respect of the application

for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose

the granting of, the Interim Order or Final Order.

5.7            Treatment

of Company Equity Awards.

(a)            At

the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any Person, except as set forth

in Section 5.7(a) of the Company Disclosure Schedule, each Company Option, whether vested or unvested, shall be assumed by

New Wildlife and converted into an option to purchase, on the same terms and conditions as were applicable under such Company Option,

that number of shares of New Wildlife Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number

of shares of Company Common Stock subject to such Company Option, multiplied by (ii) the Stock Election Exchange Ratio, at

an exercise price per share (of New Wildlife Common Stock rounded up to the nearest whole cent) equal to the quotient obtained by dividing

(A) the per share exercise price for the Company Common Stock subject to such Company Option, by (B) the Stock Election

Exchange Ratio (each such assumed Company Option, as so adjusted, a “Converted Option”); provided, however,

that, following the First Merger Effective Time, all references to the “Company” in each Company Equity Plan and each award

agreement shall be deemed to be references to New Wildlife. The assumption and conversion of Converted Options contemplated by this Section 5.7(a) shall

in each case be effected in a manner intended to comply with Section 409A of the Code.

(b)            At

the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any Person, each Company RSU that

is outstanding and unvested immediately prior to the First Merger Effective Time and that is not a Specified RSU shall be converted into

that number of New Wildlife RSUs, rounded to the nearest whole share, equal to the product of (i) the number of shares of Company

Common Stock subject to such Company RSU, multiplied by (ii) the Stock Election Exchange Ratio (each such assumed Company

RSU, as so adjusted, a “Converted RSU”). Any accrued but unpaid dividend equivalents with respect to any such Company

RSU will be assumed by New Wildlife and become an obligation with respect to the applicable Converted RSU. Any Converted RSU issued pursuant

to this Section 5.7(b) shall be subject to the same terms and conditions as were applicable to such Company RSU prior

to the First Merger Effective Time; provided, however, that all references to the “Company” in each Company

Equity Plan and each award agreement shall be deemed to be references to New Wildlife.

the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any Person, each Specified RSU that

is outstanding immediately prior to the First Merger Effective Time, whether vested or unvested, shall be canceled and extinguished,

and the holder thereof shall be entitled to receive (subject to any applicable withholding or other Taxes, or other amounts required

by applicable Legal Requirements to be withheld) a number of shares of New Wildlife Common Stock, rounded to the nearest whole share,

equal to (x) the product of (i) the number of shares of Company Common Stock subject to such Specified RSU, multiplied by

(ii) the Stock Election Exchange Ratio, and (y) an amount in cash equal to any accrued but unpaid dividend equivalents with

respect to each Specified RSU.

(d)            At

the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any Person, each Company PSU that

is outstanding and unvested immediately prior to the First Merger Effective Time and that is not a Specified PSU shall be converted into

that number of New Wildlife RSUs, rounded to the nearest whole share, equal to the product of (i) the number of shares of Company

Common Stock subject to such Company PSU, with such number of shares of Company Common Stock being based on the attainment of the applicable

performance in accordance with the terms of the applicable award agreement, multiplied by (ii) the Stock Election Exchange

Ratio (each such assumed Company PSU, as so adjusted, a “Converted PSU”). Any accrued but unpaid dividend equivalents

with respect to any such Company PSU will be assumed by New Wildlife and become an obligation with respect to the applicable Converted

PSU. Any Converted PSU issued pursuant to this Section 5.7(d) shall be subject to the same terms and conditions as were

applicable to such Company PSU prior to the First Merger Effective Time; provided, however, that (A) all references

to the “Company” in each Company Equity Plan and each award agreement shall be deemed to be references to New Wildlife, and

(B) the performance metrics applicable to such Company PSU shall not apply from and after the First Merger Effective Time.

(e)            At

the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any Person, each Specified PSU that

is outstanding immediately prior to the First Merger Effective Time, shall be canceled and extinguished, and the holder thereof shall

be entitled to receive (subject to any applicable withholding or other Taxes, or other amounts required by applicable Legal Requirements

to be withheld) a number of shares of New Wildlife Common Stock, rounded to the nearest whole share, equal to (x) the product of

(i) the number of shares of Company Common Stock subject to such Specified PSU, with such number of shares of Company Common Stock

being based on the attainment of the applicable performance in accordance with the terms of the applicable award agreement, multiplied

by (ii) the Stock Election Exchange Ratio, and (y) an amount in cash equal to any accrued but unpaid dividend equivalents

with respect to each Specified PSU.

(f)            Any

shares of Company Common Stock that remain available for issuance pursuant to any Company Equity Plans as of the First Merger Effective

Time (the “Residual Shares”) shall be converted at the First Merger Effective Time into the number of shares of New

Wildlife Common Stock equal to the product of the number of such Residual Shares and the Stock Election Exchange Ratio.

(g)            The

consideration payable pursuant to this Section 5.7 shall be made by New Wildlife within 10 Business Days after the First

Merger Effective Time; provided, that to the extent that any payment within such time or on such date would trigger a Tax or penalty

under Section 409A, such payment shall be made on the earliest date that payment would not trigger such Tax or penalty. The number

of shares of New Wildlife Common Stock to be withheld shall be determined based on the closing price of a share of New Wildlife Common

Stock on the Closing Date.

(h)            Prior

to the First Merger Effective Time, each of New Wildlife, Parent and the Company shall take all actions reasonably necessary to effectuate

the provisions set forth in this Section 5.7; provided, however, that no such action taken shall be

required to be irrevocable until immediately prior to the First Merger Effective Time. At or prior to the Arrangement Effective Time,

New Wildlife shall take all actions reasonably necessary to reserve for issuance a number of shares of New Wildlife Common Stock necessary

to effectuate the provisions set forth in this Section 5.7. At the Arrangement Effective Time, New Wildlife agrees to file

a registration statement on Form S-8 (or any successor form) with respect to the New Wildlife Common Stock issuable pursuant to

this Section 5.7, in each case that are eligible to be registered on Form S-8, and shall use commercially reasonable

efforts to maintain the effectiveness of such registration statement (and maintain the current status of the prospectus or prospectuses

contained therein) for so long as the equity awards assumed in accordance with this Agreement remain outstanding. The Company and Parent

shall assist New Wildlife in the preparation of such registration statement and provide New Wildlife with all information reasonably

requested by New Wildlife for such preparation.

5.8          Treatment

of Parent Equity Awards.

The parties acknowledge that

the Parent Equity Awards that are outstanding immediately prior to the Arrangement Effective Time shall be exchanged in accordance with

the provisions of the Plan of Arrangement. Each of New Wildlife, Parent and the Company shall take all such commercially reasonable steps

as may be necessary or desirable to give effect to the foregoing; provided, however, that no such steps taken shall be

required to be irrevocable until immediately prior to the Arrangement Effective Time.

5.9          Employee

Benefits.

(a)            From

and after the First Merger Effective Time or the Arrangement Effective Time, as applicable, New Wildlife shall honor, and shall cause

the Surviving Company, Bidco or their applicable Subsidiaries to honor, all Company Plans and Parent Plans and, to the extent applicable,

shall assume any Company Plan or Parent Plan that requires or necessitates assumption by its terms by an acquirer or successor; provided,

that, subject to the terms of such Company Plans or Parent Plans, nothing herein shall be deemed to require New Wildlife or any of its

Affiliates to maintain any such Company Plan or Parent Plan for any particular period of time following the Closing Date, nor shall anything

herein be deemed to prohibit New Wildlife or any of its Affiliates from amending or terminating any such Company Plan or Parent Plan

in accordance with their terms.

(b)            During

the period commencing on the Closing Date and ending on December 31, 2027 (or if earlier, the effective date of a Continuing Employee’s

(as defined below) termination of employment with New Wildlife or any Subsidiary of New Wildlife) (such period, the “Continuation

Period”), New Wildlife shall provide, or cause to be provided, to each employee of the Company or any of its Subsidiaries as

of immediately prior to the First Merger Effective Time (including any such employee who is on disability or other approved leave), and

who continues in employment with New Wildlife or any Subsidiary (including the Surviving Company, Bidco or any Subsidiary thereof) immediately

following the First Merger Effective Time (each, a “Continuing Employee”) with:

(i)            base

salary or hourly wages which are no less than the base salary or hourly wages provided by the Company immediately prior to the Closing;

(ii)            short-term

cash opportunities, equity-based compensation opportunities, and benefits that are, in each case, in amounts and on terms that are consistent

with those offered to similarly situated employees of Parent immediately prior to the Closing;

(iii)            retirement

benefits that are in amounts and on terms that are no less favorable than those offered to Continuing Employees under the relevant Company

Plan immediately prior to the Closing; and

(iv)           severance

benefits that are in the amounts and on terms that are consistent with those offered to similarly situated employees of Parent immediately

prior to the Closing; provided, however, that New Wildlife shall, during the Continuation Period, honor the terms of all Company Plans

that provide severance benefits (including, but not limited to, any severance plans, employment agreements or similar arrangements) that

are set forth on Section 5.9(b)(iv) of the Company Disclosure Schedule.

Wildlife shall, or shall cause its Affiliates to, pay to each Continuing Employee who participated in cash bonus incentive Company Plans

with respect to the Company’s fiscal year during which the Closing occurs, a pro-rated amount equal to the cash bonus award (if

any) payable to such Continuing Employee under such Company Plans for the period from the beginning of the applicable performance period

through the Closing Date (the “Pre-Close Bonus Period”) based on such Continuing Employee’s incentive entitlement

and based on the Continuing Employee’s target level of achievement of the applicable performance goals (or comparable level, if

no target level is specified). Following the expiration of the Pre-Close Bonus Period, in respect of the remainder of the fiscal year

during which the Closing occurs (the “Post-Close Bonus Period”), Continuing Employees shall be eligible to earn pro-rated

cash bonus awards in a manner that is consistent with the requirements of Section 5.9(b)(ii) hereof. Bonus amounts in respect

of both the Pre-Close Bonus Period (the “Pre-Close Bonus”) and the Post-Close Bonus Period shall be payable at such

time as annual bonus amounts would have otherwise been paid to such Continuing Employees in the ordinary course and in all events prior

to March 15 of the year following the year in which the Closing Date occurs, with payment contingent on each such Continuing Employee

remaining employed by New Wildlife or its Affiliates through the applicable payment date, provided, however, that if a Continuing Employee’s

employment is terminated without “cause” (as defined in the applicable Company Plan or Foreign Company Plan providing severance

or termination benefits in which such Continuing Employee is a participant (the “Severance Plans”) or, if no such

definition exists in such Company Plan or Foreign Company Plan, as defined in the Company’s 2023 Omnibus Incentive Plan) or, if

a Continuing Employee is a participant in the Company’s Change in Control Severance Plan (the “CIC Plan”), such

Continuing Employee resigns for “good reason” (as defined in the CIC Plan), the Pre-Close Bonus shall be paid to the Continuing

Employee within 60 days of the Continuing Employee’s termination of employment, subject to his or her timely execution, delivery

and non-revocation of a customary release of claims in favor of New Wildlife, its Subsidiaries and its Affiliates; provided, further,

that the amount of such Pre-Close Bonus shall be reduced (including to $0) to avoid any duplication of benefits under the Severance Plans.

(d)            After

the Closing, New Wildlife shall, or shall cause its Affiliates to, honor all rights to paid time off, including vacation, personal and

sick days, accrued by Continuing Employees prior to the Closing under any Company Plan or Foreign Company Plan (as applicable). Notwithstanding

the foregoing, nothing herein shall restrict New Wildlife, Parent, the Surviving Company, Bidco or any of their respective Affiliates

from terminating the employment of any Continuing Employee, subject to the terms of such Continuing Employee’s employment agreement

and the requirements of applicable Legal Requirements.

(e)            As

of the Closing Date, New Wildlife, Parent, the Surviving Company, Bidco or one of their respective Affiliates will provide to each Continuing

Employee under each employee benefit plan, program or arrangement established or maintained by New Wildlife or one of its Affiliates

in which such Continuing Employees may be eligible to participate after the Closing Date (the “Post-Closing Plans”),

credit for purposes of eligibility to participate, benefit accruals, severance benefits, and vesting for full or partial years of service

with the Company or any of its Subsidiaries performed at any time prior to the Closing Date to the extent such service was taken into

account under the analogous Company Plan or Foreign Company Plan immediately prior to the Closing Date, except as would result in duplication

of benefits.

(f)             For

purposes of each Post-Closing Plan providing medical, dental, prescription drug and/or vision benefits to any Continuing Employee, New

Wildlife shall, or shall cause the Surviving Company, Bidco or one of their respective Subsidiaries to, use commercially reasonable efforts

to cause (i) all pre-existing condition exclusions, evidence of insurability requirements, actively-at-work requirements, and waiting

periods for such Post-Closing Plan to be waived for such Continuing Employee and his or her covered dependents, to the extent any such

exclusions or requirements were waived or were inapplicable under the analogous Company Plan or Foreign Company Plan immediately prior

to the Closing Date; and (ii) such Continuing Employees to be given credit under such Post-Closing Plans for co-payments made, and

deductibles satisfied, prior to the Closing Date in respect of the pre-Closing portion of the year of the Closing. Notwithstanding the

foregoing, or anything to the contrary in this Section 5.9, New Wildlife shall permit Continuing Employees to continue to

participate in Company Plans providing for health and welfare benefits during the Continuation Period, on terms that are consistent in

all material respects with those that were in effect prior to Closing.

(g)            Following

the Closing Date, New Wildlife may have in effect one or more defined contribution plans for the benefit of employees in the United States

that include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (and a related trust

exempt from tax under Section 501(a) of the Code) (as applicable, the “New Wildlife 401(k) Plan”).

Each Continuing Employee in the United States participating in a Company Plan that is a defined contribution plan that includes a qualified

cash or deferred arrangement within the meaning of Section 401(k) of the Code (a “Company 401(k) Plan”)

immediately prior to the Closing Date shall, following the Closing Date, remain a Company 401(k) Plan participant, and/or become

a participant in the New Wildlife 401(k) Plan, and each Continuing Employee who would have become eligible to participate in a Company

401(k) Plan or shall become a participant in the Company 401(k) Plan or the New Wildlife 401(k) Plan no later than such

time as he or she would have become eligible to participate in the Company 401(k) Plan. New Wildlife agrees to cause the New Wildlife

401(k) Plan to allow each Continuing Employee to make a “direct rollover” to the New Wildlife 401(k) Plan of the

account balances of such Continuing Employee (including promissory notes evidencing any outstanding loans if and to the extent permitted

by the terms of the New Wildlife 401(k) Plan) under the Company 401(k) Plan in which such Continuing Employee participated

if such direct rollover is elected in accordance with applicable Legal Requirements by such Continuing Employee. The rollovers described

herein shall comply with applicable Legal Requirements, and each party shall make all filings and take any actions required of such party

under applicable Legal Requirements in connection therewith.

(h)            Nothing

contained in this Agreement, express or implied, is intended to (i) be treated as an amendment of any particular Plan, (ii) prevent

New Wildlife, Parent, the Surviving Company or any of their Affiliates from amending or terminating any of their benefit plans or, after

the First Merger Effective Time, any Plan in accordance with its terms, (iii) prevent New Wildlife, Parent, the Surviving Company

or any of their Affiliates from terminating the employment of any Continuing Employee, or (iv) create any third-party beneficiary

rights in any employee of the Company or Parent, any beneficiary or dependent thereof, or any collective bargaining representative thereof,

with respect to the compensation, terms and conditions of employment or benefits that may be provided to any Continuing Employee by New

Wildlife, Parent, the Surviving Company or any of their Affiliates or under any benefit plan which New Wildlife, Parent, the Surviving

Company or any of their Affiliates may maintain.

5.10        Indemnification;

Insurance.

(a)            From

and after the First Merger Effective Time, New Wildlife shall, and shall cause the Surviving Company and its Subsidiaries to, exculpate,

indemnify and hold harmless (and shall also advance or cause the Surviving Company to advance fees, costs and expenses as incurred),

to the fullest extent that the Company or applicable Subsidiary of the Company would have been permitted under applicable Legal Requirements,

under the Company Governing Documents, or any certificate of incorporation, bylaws or other similar organizational documents of any other

Acquired Company (as in effect on the date hereof), and under any indemnification agreements entered into prior to the date hereof with

any Acquired Company (collectively, the “Indemnification Documents”), each present and former director or person identified

as an officer of any Acquired Company and any other person who is or was serving at the request of the Company or any of its Subsidiaries

as a director, officer, manager, member, trustee, fiduciary, employee or agent of another Person (collectively, the “Indemnified

Persons”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages

or Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect thereof) incurred

in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, including

any amounts paid in settlement, arising out of or related to such Indemnified Persons’ service as a director or officer of any

Acquired Company, or services performed by such Persons at the request of any Acquired Company, in each case, at or prior to the First

Merger Effective Time, whether asserted or claimed prior to, at or after the First Merger Effective Time, including with respect to the

Mergers and the other Contemplated Transactions. New Wildlife and any applicable Affiliates shall promptly reimburse each Indemnified

Person for any costs or expenses (including attorneys’ fees) incurred by such Indemnified Person in enforcing the indemnification

or other obligations provided in this Section 5.10.

(b)            From

the First Merger Effective Time until the sixth anniversary of the First Merger Effective Time, New Wildlife shall, and shall cause the

Surviving Company and its Subsidiaries to, cause the certificate of incorporation, bylaws or other similar organizational documents of

the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, exculpation and advancement and reimbursement

that are at least as favorable as the indemnification, exculpation and advancement and reimbursement provisions contained in the certificate

of incorporation, bylaws or similar organizational documents of the applicable Acquired Company immediately prior to the First Merger

Effective Time, and during such period, such provisions and the provisions set forth in the other Indemnification Documents shall not

be amended, repealed or otherwise modified in any respect, except as required by Legal Requirement. The indemnification agreements between

any Acquired Company and an Indemnified Person shall survive the consummation of the Mergers and the Arrangement, and continue in full

force and effect in accordance with their respective terms and New Wildlife shall, and shall cause the Surviving Company and its Subsidiaries

to, honor and perform all such agreements.

the First Merger Effective Time until the sixth anniversary of the First Merger Effective Time, New Wildlife shall cause the Surviving

Company to maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions as directors, officers

or employees of an Acquired Company, or other acts or omissions at the request of any Acquired Company occurring prior to the First Merger

Effective Time, the current policies of directors’ and officers’, employment practices, fiduciary and professional liability

(including malpractice) insurance maintained by an Acquired Company as of the date of this Agreement (the “Existing Insurance

Policies”), except that: (i) New Wildlife may substitute for any Existing Insurance Policy a policy or policies substantially

equivalent to and in any event not less favorable than the existing policies of the Acquired Companies with a carrier who has an equal

or better credit rating; and (ii) New Wildlife will not be required to pay annual premiums for the Existing Insurance Policies (or

for any substitute policies) in excess of 300% of the most recent annual premium paid prior to the date of this Agreement for the Existing

Insurance Policies (the “Maximum Premium”). If any future annual premiums for the Existing Insurance Policies (or

any substitute policies therefor) exceed the Maximum Premium, then New Wildlife may reduce the amount of coverage of such Existing Insurance

Policies (or any substitute policies therefor) to the amount of coverage that can be obtained for a premium equal to the Maximum Premium.

In lieu of such insurance, prior to the Closing Date, each Acquired Company may, at its option, and New Wildlife shall, on behalf of

the Acquired Companies if requested by an Acquired Company, purchase a fully-funded an non-revocable six (6)-year prepaid “tail”

directors’ and officers’, employment practices, fiduciary and professional liability (including malpractice) insurance policy

for the Acquired Companies, and their current and former directors and officers who are currently covered by the directors’ and

officers’, employment practices, fiduciary and professional liability (including malpractice) insurance coverage currently maintained

by or for the benefit of the Acquired Companies, such “tail” policy to provide coverage in an amount not less than the coverage

under the Existing Insurance Policies and to have other terms not less favorable to the insured persons than those under the Existing

Insurance Policies. New Wildlife, the Surviving Company and their respective Subsidiaries shall maintain such policies in full force

and effect, and continue to honor the obligations thereunder, and shall take no action to cancel, terminate or modify, or otherwise rescind

or make unavailable the benefits of, such policies.

(d)            From

and after the First Merger Effective Time, the obligations and Liability of New Wildlife, Parent, the Surviving Company, Bidco and their

Subsidiaries under this Section 5.10 shall be joint and several, and Parent shall guarantee and cause the performance

by New Wildlife, the Surviving Company, Bidco and their Subsidiaries of all such obligations.

(e)            The

obligations under this Section 5.10 shall not be terminated, amended or otherwise modified in such a manner as to adversely

affect any Indemnified Persons (or any other person who is a beneficiary under any Existing Insurance Policy or the “tail”

policy referred to in paragraph (c) above (and their heirs and representatives)) without the prior written consent of such affected

Indemnified Person or other person who is a beneficiary under any Existing Insurance Policy or the “tail” policy referred

to in paragraph (c)  above (and their heirs and representatives).

(f)            The

provisions of this Section 5.10 are intended to be for the benefit of, and will be fully enforceable by each of the Indemnified

Persons (and other persons who are beneficiaries under any Existing Insurance Policy or the “tail” policy referred to in

paragraph (c) above (and their heirs and representatives)), who are intended third-party beneficiaries of this Section 5.10

from and after the First Merger Effective Time. The rights of the Indemnified Persons (and other persons who are beneficiaries under

any Existing Insurance Policy or the “tail” policy referred to in paragraph (c) above (and their heirs and representatives))

under this Section 5.10 shall be in addition to, and not in substitution for, any other rights that such persons may have

under the certificate of incorporation, bylaws or other equivalent organizational documents, any and all agreements of or entered into

by the Acquired Companies, or applicable Legal Requirement (whether at law or in equity).

(g)            In

the event that New Wildlife, Surviving Company, or any of their Subsidiaries (or any of their respective successors or assigns) shall

consolidate, convert or merge with any other person and shall not be the continuing or surviving company or Entity in such consolidation,

conversion or merger, or transfers at least fifty percent (50%) of its properties and assets to any other person, then in each case proper

provision shall be made so that the continuing or surviving company or Entity (or its successors or assigns, if applicable), or transferee

of such assets, as the case may be, shall assume the obligations set forth in this Section 5.10.

(h)            As

soon as reasonably practicable following the date hereof, Parent and the Company shall commence mutual discussions between their respective

Chief Executive Officers in order to recommend to the Parent Board prior to Closing the senior executive leadership of New Wildlife and

its Subsidiaries following the Closing, which individuals shall be approved and/or ratified by the Parent Board and the New Wildlife

Board, provided, that the Persons set forth on Section 5.10(h) of the Company Disclosure Schedule shall serve

as officers of New Wildlife having the positions set forth next to such Person’s name on such schedule.

5.11        Efforts.

(a)             Subject

to the terms and conditions set forth in this Agreement, each of the parties shall, and shall cause their respective Affiliates and Subsidiaries

to, use their reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and

to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Legal Requirements

to consummate and make effective the Contemplated Transactions as promptly as practicable after the date hereof and in any event prior

to the End Date, including (i) obtaining all necessary actions or nonactions, waivers, consents, clearances, approvals and expirations

or terminations of waiting periods, including under antitrust, competition, or foreign investment Legal Requirements, from Governmental

Bodies and making all necessary registrations and filings and taking all steps as may be necessary to obtain an approval, clearance or

waiver from, or to avoid Legal Proceedings by, any Governmental Body, (ii) obtaining all necessary consents, approvals or waivers

from third parties and (iii) defending any Legal Proceedings, lawsuits or other actions, whether judicial or administrative, challenging

this Agreement or the consummation of the Contemplated Transactions.

(b)             In

furtherance and not in limitation of the foregoing, each of the parties shall, and shall cause their respective Affiliates and Subsidiaries

to, (i) as promptly as reasonably practicable (and in any event within fifteen (15) Business Days after the date of this Agreement),

file with the Federal Trade Commission and the Antitrust Division of the Department of Justice a Notification and Report Form relating

to this Agreement and the Mergers and the other Contemplated Transactions as required by the HSR Act, which shall request early termination

of the HSR Act waiting period to the extent available, (ii) as soon as reasonably practicable, and in any event within fifteen (15)

Business Days following the date of this Agreement, file comparable notification filings, forms and submissions, or draft notification

filings, forms and submissions (if applicable), with any Governmental Body that are required by other applicable antitrust, competition

or foreign investment Legal Requirements in connection with the Mergers and the other Contemplated Transactions, (iii) promptly

furnish the other party, subject in appropriate cases to appropriate confidentiality agreements to limit disclosure to outside lawyers

and consultants, with such information and reasonable assistance as such other party and its Affiliates and Subsidiaries may reasonably

require in connection with their preparation of necessary or advisable filings, notifications, responses, and submissions of information

to any Governmental Body, (iv) promptly supply any additional information and documentary material that may be required or requested

pursuant to any applicable Legal Requirements or Legal Proceedings by any Governmental Body, including a Request for Additional Information

and Documentary Material, and (v) take or cause to be taken all other actions necessary, proper or advisable to obtain all applicable

clearances, consents, authorizations, approvals or waivers, cause the expiration or termination of all applicable waiting periods and

avoid or resolve any Legal Proceeding with respect to the Mergers and the other Contemplated Transactions under any applicable Legal

Requirements as promptly as practicable and in any event so as to allow the Closing to occur prior to the End Date. In addition, each

of Parent and the Company shall, and shall cause their Affiliates to, use reasonable best efforts to obtain all consents, approvals,

waivers, licenses, permits, franchises, authorizations or Orders (other than in connection with antitrust and competition Legal Requirements,

“Consents”) of Persons (other than Governmental Bodies) that are necessary, proper or advisable to consummate the

Mergers and the other Contemplated Transactions; provided, that without the prior written consent of Parent, the Company shall

not incur any significant expense or liability, enter into any significant new commitment or agreement or agree to any significant modification

to any contractual arrangement to obtain such Consents in each case, that would be material to the business or operations of the Company

and its Subsidiaries, taken as a whole.

furtherance and not in limitation of the foregoing, Parent shall, and shall cause its Affiliates and Subsidiaries to, take any and all

steps necessary to avoid or eliminate each and every impediment that may be asserted by any Governmental Body or any other Person so

as to enable the parties to consummate the Contemplated Transactions as promptly as possible and in any event so as to allow the Closing

to occur prior to the End Date, including (i) proposing, negotiating, committing to and effecting, by consent decree, hold separate

orders or otherwise, the sale, divestiture, licensing or disposition of any of Parent’s or its Affiliates’ assets, properties

or businesses or any of the Acquired Companies’ assets, properties or businesses; (ii) accepting any operational restrictions

or otherwise taking or committing to take actions that limit the Parent Entities’ or the Acquired Companies’ freedom of action

with respect to, or their ability to retain, any assets, properties, licenses, rights, product lines, operations or businesses; (iii) proposing,

negotiating and entering into such other arrangements, including, without limiting the generality of the foregoing, a hold separate arrangement,

in each case, as may be necessary or advisable in order to avoid the entry of, the commencement of litigation seeking the entry of, or

to effect the lifting or dissolution of, any injunction, temporary restraining order or other order in any Legal Proceeding, which would

have the effect of materially delaying or preventing the consummation of the Contemplated Transactions; and (iv) contesting, defending

and appealing through litigation on the merits any claim asserted in court or other Legal Proceeding by any Person (including a Governmental

Body) in order to avoid entry of, or to have vacated or terminated, any decree, judgment, injunction or other Order (whether temporary,

preliminary or permanent) of a Governmental Body that would prevent the consummation of the Contemplated Transactions (any such action,

a “Remedy”). Notwithstanding anything to the contrary in this Agreement, (i) neither the Company nor any of the

other Acquired Companies shall be required to become subject to, or consent or agree to or otherwise take any action with respect to,

any requirement, condition, understanding, agreement or order to sell, divest, license, hold separate or otherwise dispose of, or to

conduct, restrict, operate, invest or otherwise change the assets, operations or business of the Company or any of the Acquired Companies,

unless such requirement, condition, understanding, agreement or order is binding on or otherwise applicable to the Company or the Acquired

Companies only from and after the Closing and (ii) none of Parent, the Company or their respective Subsidiaries or Affiliates shall

be required to take or commit to take any Remedy or other action pursuant to this Section 5.11 that would reasonably be expected

to have a Regulatory Material Adverse Effect (a “Burdensome Condition”).

(d)            Without

limiting the generality of anything contained in this Section 5.11, each party shall, subject to requirements of any Governmental

Body and any applicable Legal Requirement, and subject to all applicable privileges, including the attorney-client privilege: (i) promptly

inform the other parties of any communication from any Governmental Body; (ii) consult and cooperate with, and consider in good

faith the views of, one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions

and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under the HSR Act or the antitrust,

competition or foreign investment Legal Requirements of any other Governmental Body, including any proceeding initiated by a private

party; (iii) promptly provide the other parties with copies of all written communications to or from any Governmental Body; (iv) use

good faith efforts to give the other parties reasonable advance notice of all meetings with any Governmental Body; and (v) not participate

independently in any meeting with a Governmental Body without providing reasonable advance notice to the other parties and an opportunity

to attend and participate in such meeting. Each of the parties may, as it deems advisable and necessary, reasonably designate any competitively

sensitive material provided to the other parties as “outside counsel only” such that the materials and the information contained

therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by outside legal counsel to employees,

officers, or directors of the recipient, unless express written permission is obtained in advance from the party hereto that provided

the materials. Any materials shared under this Section 5.11(d) may be redacted (x) to remove references concerning

the valuation of the businesses of the Acquired Companies, or proposals from third parties, (y) as necessary to comply with Contracts

and (z) as necessary to address reasonable privilege or confidentiality concerns, and may be provided on an outside counsel only

basis. Each of the parties may limit the other parties’ participation in any meeting or discussion with any Governmental Body to

outside counsel (or other agreed Representatives) in order to protect competitively sensitive information that may be discussed during

the meeting or discussion or to address reasonable privilege or confidentiality concerns.

(e)            Without

limiting any of the obligations of Parent under the preceding provisions of this Section 5.11, the Company and Parent shall

consult and cooperate with one another with respect to developing the (i) strategy and timing for obtaining all regulatory approvals

contemplated by this Section 5.11 and for avoiding any Legal Proceeding, (ii) response to any request from, inquiry

by, or investigation by (including the timing, nature and substance of all such responses) any Governmental Body with respect to the

Mergers and the other Contemplated Transactions and (iii) strategy for the defense and settlement of any action brought by or before

any Governmental Body. The Company and Parent shall not (and shall cause their Affiliates to not), without the prior written consent

of the other party, extend or offer or agree to extend any waiting period under the HSR Act or any other Legal Requirement under which

a regulatory approval is required hereby, or enter into any agreement with any Governmental Body related to this Agreement or the Mergers

or the other Contemplated Transactions. In exercising the foregoing rights, each of the Company and Parent shall act reasonably and as

promptly as practicable.

(f)            Parent

shall be solely responsible for all filing fees in connection with any notices, filings and applications required to be made by the parties

in order to consummate the Contemplated Transactions, including under the HSR Act.

(g)            During

the Pre-Closing Period, except with prior written consent of the Company, Parent shall not, and shall not permit any of its Subsidiaries

or Affiliates, to enter into (or agree to enter into), any Contract that, individually or in the aggregate, would reasonably be expected

to prevent or impede or delay, in any material respect, the timely consummation of the Contemplated Transactions. Without limiting the

generality of the foregoing, except with the prior written consent of the Company, Parent shall not, and shall not permit any of its

Subsidiaries or Affiliates to, acquire or agree to acquire, whether by merger, consolidation or otherwise, or by purchasing assets, equity

or other securities of any Person (a “Specified Acquisition”), any business or any corporation, partnership, association

or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or take any other action, if

the entering into of a definitive agreement relating to or the consummation of such Specified Acquisition would, individually or in the

aggregate, (i) in any material respect, impose any delay in the obtaining of, or increase the risk of not obtaining, any authorizations,

consents, orders or declarations of any Governmental Body or the expiration or termination of any applicable waiting period necessary

for the consummation of the Contemplated Transactions, (ii) increase in any material respect the risk of any Governmental Body entering

an Order prohibiting the consummation of the Contemplated Transactions, (iii) increase in any material respect the risk of being

unable to oppose, avoid entry of, or to effect the dissolution of, any such Order, or (iv) reasonably be expected to impede, prevent

or delay in any material respect the obtaining of any authorization, consent, Order, declaration or approval of any Governmental Body

or the expiration or termination of any applicable waiting period necessary to consummate the Contemplated Transactions.

(h)            Subject

to the terms and conditions under this Agreement and the Plan of Arrangement, Parent shall cause New Wildlife and its Subsidiaries (including

Merger Sub I, Merger Sub II and Bidco) to perform its and their obligations under this Agreement and the Plan of Arrangement and to consummate

the Mergers and the Arrangement on the terms and conditions set forth in this Agreement and the Plan of Arrangement.

5.12        Disclosure.

Parent and the Company: (a) have

agreed to the text of the joint press release and investor relations presentation announcing the signing of this Agreement and certain

other communications to other constituencies including employees, agents and franchisees that will be disclosed in filings with the SEC

(or with Canadian Securities Regulators, to the extent required), substantially concurrently with such announcement of the signing; and

(b) shall consult with each other before issuing any further press release or otherwise making any public statement with respect

to the Mergers or any of the other Contemplated Transactions, and shall not issue any such press release or make any such public statement

without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding

the foregoing: (i) each of Parent and the Company may, without such consultation or consent, may issue a press release or public

statement with respect to the Contemplated Transactions if such release or statement is consistent in tone and substance with previous

releases or statements made in compliance with this Section 5.12; (ii) Parent or the Company may, without the prior

consent of the other party, issue any press release or make any public statement as may be required by a Legal Requirement or the applicable

rules of any stock exchange if the applicable party first notifies and consults with the other party prior to issuing any such press

release or making any such public statement; (iii) the Company or Parent, as applicable, need not consult with (or obtain the consent

of) Parent or the Company, as applicable, in connection with any press release, public statement or filing to be issued or made with

respect to any Acquisition Proposal or any Change in Company Recommendation or Change in Parent Recommendation; in each case, so long

as such Change in Company Recommendation or Change in Parent Recommendation (as the case may be) is made in accordance with Section 4.3;

and (iv) neither Parent nor the Company need consult with (or obtain the consent of) the other party in connection with any press

release, public statement or filing in connection with any Legal Proceeding between Parent and the Company related to this Agreement

or any of the Contemplated Transactions.

5.13        Delisting.

(a)            Prior

to the Closing, each of Parent and the Company shall cooperate and use their respective commercially reasonable efforts to take, or cause

to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable

Legal Requirements to enable:

(i)            the

de-listing by the Surviving Company of the Company Common Stock from NYSE and the deregistration of the Company Common Stock under the

Exchange Act as promptly as practicable after the Closing;

(ii)            the

de-listing by Parent of the Parent Common Shares from the Parent Stock Exchange, the deregistration of the Parent Common Shares under

the Exchange Act and Parent to cease to be a reporting issuer under Canadian Securities Laws as promptly as practicable after the Closing.

(b)            Such

delisting, deregistration and ceasing to be a reporting issuer, as applicable shall, in each case, be effected only after the shares

of New Wildlife to be issued in the Arrangement and the Mergers have been approved for listing and are listed for trading on the applicable

stock exchange.

5.14        New

Wildlife Stock Listing.

(a)            Prior

to the Closing, Parent and Company shall cause new New Wildlife and its Representatives to (i) prepare and cause to be filed with

Nasdaq an application for listing of the New Wildlife Common Stock to be issued in connection with the Arrangement and the First Merger

(the “Listing”), and (ii) use reasonable best efforts to have such Listing approved as promptly as practicable

following submission such that the New Wildlife Common Stock will be listed and authorized for trading immediately following the First

Merger Effective Time. Each of Parent and the Company shall cooperate with New Wildlife in connection with the Listing, including by

providing such information as may be reasonably required in connection therewith. Prior to filing the listing application (or any amendment

or supplement thereto) or responding to any comments of Nasdaq, New Wildlife shall provide Parent and the Company with a reasonable opportunity

to review and comment on such documents or responses and shall give good faith consideration to all reasonable additions, deletions or

changes suggested by Parent or the Company or their respective counsel.

(b)            The

parties shall cause (i) the name of New Wildlife to be changed to “Real REMAX Group” as of the Closing and (ii) the

Nasdaq ticker symbol of New Wildlife to be “REAX” as of the Closing.

5.15        Section 16

Matters.

Assuming that each of Parent

and the Company delivers to New Wildlife the applicable Section 16 Information (as hereinafter defined) in a timely fashion prior

to the Closing, then, prior to the Closing, Parent, the Company and New Wildlife shall take all steps that may be required to cause any

dispositions of Company Common Stock or Parent Common Shares (including, in each case, derivative securities with respect thereto) and

any acquisitions of New Wildlife Common Stock (including derivative securities with respect thereto) resulting from the Arrangement,

the Mergers and the other Contemplated Transactions by each individual who is, or will become as a result of the Contemplated Transactions,

subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to New Wildlife to be exempt under

Rule 16b-3 promulgated under the Exchange Act, to the extent permitted by applicable Legal Requirements. “Section 16

Information” shall mean information accurate in all material respects regarding Covered Insiders, the number of shares of Company

Common Stock and derivative securities with respect to Company Common Stock, and the number of Parent Common Shares and derivative securities

with respect thereto held by each such Covered Insider and expected to be exchanged for shares of New Wildlife Common Stock pursuant

to the transaction contemplated by this Agreement and any other information that may be required under applicable interpretations of

the SEC under Rule 16b-3. “Covered Insiders” shall mean those officers and directors of New Wildlife (or who

will become officers or directors of New Wildlife as of or following the Closing) who are, or will be, subject to the reporting requirements

of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

5.16        Stockholder

Litigation.

Each party hereto shall provide

the other parties hereto prompt notice of any litigation or claim brought by any stockholder/shareholder of that party (or any Subsidiary

thereof) against such party, any of its Subsidiaries and/or any of their respective directors or officers relating to the Mergers, this

Agreement, the Plan of Arrangement or any of the other Contemplated Transactions. Each party hereto shall give the other parties hereto

the opportunity to participate (but not control) (at such other party’s expense) in the defense or settlement of any such litigation

or claim, and no such settlement shall be agreed to without the other’s prior written consent, which consent shall not be unreasonably

withheld, conditioned or delayed. In the event of, and to the extent of, any conflict or overlap between the provisions of this Section 5.16

and, either Section 4.2 or Section 5.11, the provisions of this Section 5.16 shall control.

5.17        Takeover

Statutes and Rights.

If any Takeover Statute is

or becomes applicable to this Agreement, the Plan of Arrangement, the Mergers, the Arrangement or any of the other Contemplated Transactions,

each of Parent and the Company and their respective boards of directors shall use their reasonable best efforts to grant such approvals

and take such actions as are necessary so that such transactions may be consummated as promptly as practicable on the terms contemplated

by this Agreement and otherwise act to eliminate or minimize the effects of such Takeover Statute on this Agreement, the Plan of Arrangement,

the Mergers, the Arrangement and the other Contemplated Transactions.

5.18        Tax

Matters.

(a)            The

Company shall use reasonable best efforts to deliver to Company Tax Counsel and Parent Tax Counsel an officer’s certificate, dated

as of the Closing Date (and, if required, as of the effective date of the Registration Statement), signed by an officer of the Company,

containing customary representations of the Company as shall be reasonably necessary or appropriate to (A) enable Company Tax Counsel

to render the opinion described in Section 6.3(e) on the Closing Date (and, if required, as of the effective date of

the Registration Statement, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act) and (B) enable Parent

Tax Counsel to render the opinion described in Section 6.2(e) on the Closing Date (and, if required, as of the effective

date of the Registration Statement, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act).

(b)            Parent

shall use reasonable best efforts to (A) deliver to Company Tax Counsel an officer’s certificate, dated as of the Closing

Date (and, if required, as of the effective date of the Registration Statement), signed by an officer of Parent, containing customary

representations of Parent as shall be reasonably necessary or appropriate to (A) enable Company Tax Counsel to render the opinion

described in Section 6.3(e) on the Closing date (and, if required, as of the effective date of the Registration Statement,

satisfying the requirements of Item 601 of Regulation S-K under the Securities Act) and (B) enable Parent Tax Counsel to render

the opinion described in Section 6.2(e) on the Closing Date (and, if required, as of the effective date of the Registration

Statement, satisfying the requirements of Item 601 of Regulation S-K under the Securities Act).

shall make a “check-the-box” election under Treasury Regulations Section 301.7701-3 to be treated as a disregarded entity

for U.S. federal income tax purposes, and shall have taken no action inconsistent therewith.

(d)            The

Company and Parent agree to use their reasonable best efforts to cause (1) the Mergers, taken together, to qualify as a “reorganization”

within the meaning of Section 368(a) of the Code, and (2) the Mergers, taken together, the Exchange and the Rhino Merger

to together qualify as a transaction described in Section 351 of the Code. Each of the parties to this Agreement shall treat the

Mergers, taken together, as a “reorganization” within the meaning of Section 368(a) of the Code, and no party shall

take any position for Tax purposes inconsistent therewith, except to the extent otherwise required pursuant to a “determination”

within the meaning of Section 1313(a) of the Code.

5.19        Certain

New Wildlife Obligations.

Until the First Merger Effective

Time, New Wildlife shall at all times be the direct owner of all of the issued and outstanding shares of capital stock or other ownership

interests (as applicable) of each of Merger Sub I, Merger Sub II and Bidco (except, with respect to Bidco, after the Arrangement Effective

Time, as contemplated by the Arrangement). Promptly following the execution of this Agreement, New Wildlife shall, and Parent shall cause

New Wildlife to, execute and deliver written consents as sole equityholder of each of Merger Sub I and Merger Sub II and Bidco adopting

or approving, as applicable, this Agreement in accordance with the DGCL, the DLLCA or the BCBCA, as applicable, and provide a copy of

such written consent to the Company and Parent, and thereafter neither New Wildlife nor any of its Subsidiaries shall amend, modify or

withdraw such consent (collectively, the “New Wildlife Consents”).

5.20        Notice

of Certain Events.

The Company shall give prompt

notice to Parent, and Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such

party from any Governmental Body or from any other Person alleging that the consent of such Person is or may be required in connection

with the Mergers, the Arrangement or the other Contemplated Transactions, if the failure of such party to obtain such consent could be

material to the Company, the Surviving Company or Parent, (ii) of any Legal Proceeding commenced or, to any party’s knowledge,

threatened in writing against, such party in connection with the Mergers, the Arrangement or any other Contemplated Transaction or (iii) upon

becoming aware of any event, fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence

of which, would reasonably be expected to result in any of the conditions to the obligations of the Company or the Parent set forth in

Section 6 not being satisfied at the Closing; provided, however, that the delivery of any notice pursuant to

this Section 5.20 shall not cure any breach of any representation or warranty requiring disclosure of such matter in the

Company Disclosure Schedule or Parent Disclosure Schedule, as applicable, or otherwise limit or affect the remedies available hereunder

to any party. The failure to deliver any such notice shall not affect any of the conditions set forth in Section 6 or give

rise to any right to terminate under Section 7.

5.21        Registration

Rights.

At the Closing, New Wildlife

and each stockholder of the Company set forth in Section 5.21 of the Company Disclosure Schedule shall enter into a Registration

Rights Agreement substantially in the form attached hereto as Exhibit E.

5.22        Financing.

(a)            Parent

shall use reasonable best efforts, and shall cause each of its Subsidiaries (including New Wildlife) to use reasonable best efforts,

to take, or cause to be taken, all appropriate actions, and do, or cause to be done, all things necessary, proper or advisable to obtain

funds sufficient to fund, together with all other available sources of funding to Parent and New Wildlife, the Financing Amounts on or

prior to the date on which the Mergers are required to be consummated pursuant to the terms hereof. In furtherance and not in limitation

of the foregoing, Parent shall use reasonable best efforts, and shall cause each of its Subsidiaries (including New Wildlife) to use

reasonable best efforts, to take, or cause to be taken, all appropriate actions and do, or cause to be done, all things necessary, proper

or advisable to consummate and obtain the proceeds of the Financing on the terms and subject only to the conditions (including any “flex”

provisions set forth in the Redacted Fee Letter) described in the Debt Commitment Letter on a timely basis but in any event prior to

the date on which the Mergers are required to be consummated pursuant to the terms hereof, including by (i) subject to Section 5.22(d),

maintaining in effect and complying with the Debt Commitment Letter, (ii) negotiating and entering into definitive agreements with

respect to the Financing (the “Definitive Agreements”) on the terms and subject only to conditions contained in the

Debt Commitment Letter (including, as necessary, any “flex” provisions set forth in the Redacted Fee Letter) and without

any Prohibited Modification, (iii) satisfying on a timely basis all conditions in the Debt Commitment Letter and the Definitive

Agreements that are within the control of Parent and New Wildlife and complying with its obligations thereunder (or, if deemed necessary

or advisable by Parent or New Wildlife, seek the waiver of conditions applicable to New Wildlife contained in such Debt Commitment Letter

or such Definitive Agreements), (iv) subject to Section 5.22(d), consummating the Financing at or prior to the Closing

Date, (v) [reserved], (vi) accepting (and complying with) to the fullest extent any and all “flex” provisions

contemplated by the Debt Commitment Letter and the Financing to the extent that such “flex” provisions are exercised in accordance

with the terms thereof, and (vii) complying with its covenants and other obligations under the Debt Commitment Letter and the Definitive

Agreements. Subject to Section 5.22(d), Parent and New Wildlife shall not, and Parent and New Wildlife shall not permit any

of their respective controlled Affiliates to, (x) breach any provision in the Debt Commitment Letter and/or the Definitive Agreements

that would result in a failure of any condition to funding on the Closing Date contained in the Debt Commitment Letter and/or the Definitive

Agreements to be satisfied or (y) take any action that would directly result in the termination of the Debt Commitment Letter.

(b)            Neither

Parent nor any of its Subsidiaries (including New Wildlife) shall, without the prior written consent of the Company: (i) permit,

consent to or agree to any amendment, replacement, supplement or modification to, or any waiver of, any provision or remedy under, the

Debt Commitment Letter (it being understood that the exercise of any “flex” provisions contained in the Redacted Fee Letter

shall not be deemed an amendment, replacement, supplement, modification or waiver) if such amendment, replacement, supplement, modification

or waiver could be reasonably likely to (A) add new (or adversely modify any existing) conditions to the availability or consummation

of all or any portion of the Financing, (B) reduce (or could have the effect of reducing) the aggregate principal amount of any

portion of the Financing (including by increasing the amount of fees to be paid or original issue discount) to an amount less than, together

with all other available sources of funding to Parent and New Wildlife, the Financing Amounts, (C) subject to Section 5.22(d),

adversely affect the ability of Parent and New Wildlife to enforce their respective rights against other parties to the Debt Commitment

Letter or the Definitive Agreements as so amended, replaced, supplemented or otherwise modified, or (D) expand, amend or modify

any provision of the Debt Commitment Letter in a manner that could otherwise reasonably be expected to prevent, impede or delay the consummation

of the Mergers and the Contemplated Transactions (the effects described in clauses (A) through (D), collectively, the “Prohibited

Modifications”); or (ii) subject to Section 5.22(d), terminate the Debt Commitment Letter or any Definitive

Agreement. Parent shall reasonably promptly (and in any event, within three (3) Business Days) deliver to the Company true and complete

copies of any such amendment, replacement, supplement, termination, modification, consent or waiver to or under the Debt Commitment Letter

or any Definitive Agreement reasonably promptly upon the execution thereof.

the event that any portion of the Financing becomes unavailable, regardless of the reason therefor, Parent shall (i) reasonably

promptly (and in any event, within three (3) Business Days) notify the Company in writing of such unavailability and the reason

therefor and (ii) use reasonable best efforts, and cause each of its Subsidiaries (including New Wildlife) to use their reasonable

best efforts, to arrange and obtain, as reasonably promptly as practicable following the occurrence of such event, alternative financing

from the same or alternative sources (the “Alternative Financing”) in an amount sufficient, when taken together with

the available portion of the Financing and all other available sources of funding to Parent and New Wildlife to pay the Financing Amounts

and which does not include any Prohibited Modifications or conditions to the consummation of such Alternative Financing that are more

onerous to Parent and New Wildlife than the conditions set forth in the Debt Commitment Letter as of the date of this Agreement (for

the avoidance of doubt, any Alternative Financing in the form of equity shall be subject to the prior written consent of the Company

in all respects (which may be granted or withheld in the Company’s sole and absolute discretion). Parent shall keep the Company

reasonably informed on a current basis of the status of its efforts to consummate the Financing, including any Alternative Financing.

Parent shall promptly (and in any event, within three (3) Business Days) deliver to the Company true and complete copies of all

contracts or agreements (including any Redacted Fee Letter related thereto) pursuant to which any such alternative source shall have

committed to provide any portion of the Financing after execution and delivery thereof.

(d)            Notwithstanding

anything contained herein to the contrary, it is understood and agreed that Parent or New Wildlife may elect, by providing written notice

to the Company in accordance with the definition of Alternative Debt Financing Event (such election, an “Alternative Debt Financing

Election”), to replace or supplement all or any portion of the Debt Commitment Letter and the Financing with alternative debt

financing commitments (“Alternative Debt Commitments”) from other financing sources that provide financing for purposes

of financing the Contemplated Transactions, so long as: (1) any commitments of the Debt Financing Sources under the Debt Commitment

Letter delivered on or before the date hereof are only terminated or reduced simultaneously with, or following, the entry into such Alternative

Debt Commitments and the commitments under such Alternative Debt Commitments are equal to or greater than the corresponding amount of

commitments terminated or reduced under the Debt Commitment Letter delivered with the signing of this Agreement and (2) the replacement

or supplement with the Alternative Debt Commitments (A) would not reasonably be expected (x) to adversely affect the ability

of New Wildlife to timely consummate the Contemplated Transactions or (y) to delay the consummation of the Contemplated Transactions

beyond the date on which Closing would otherwise be required to occur hereunder, (B) does not include any Prohibited Modifications

or otherwise amend, supplement, modify or waive the conditions to the Financing in a manner adverse to the Company, in each case, without

the prior written consent of the Company, and (C) would not reasonably be expected to delay the Closing or make the timely funding

of the Financing or satisfaction of the conditions to obtaining the Financing less likely to occur. Parent shall promptly (and in any

event, within three (3) Business Days) deliver correct and complete copies of all contracts or agreements (including any Redacted

Fee Letter related thereto) with respect to the Alternative Debt Commitments to the Company after execution and delivery thereof, together

with correct and complete copies of any Redacted Fee Letter relating thereto. Notwithstanding anything herein to the contrary, (1) Parent

and New Wildlife will use reasonable best efforts, and cause each of their respective Subsidiaries to use their respective reasonable

best efforts, not to materially increase the burden of cooperation imposed on the Company and its Subsidiaries from additional requests

for information and documents made by the sources of such Alternative Debt Commitments as compared to the information and document requests

of the type made by (or on behalf of) the Debt Financing Sources in respect of the Debt Commitment Letter delivered on the date hereof,

and (2) in no event shall the satisfaction of any cooperation covenants with respect to the Alternative Debt Commitments by the

Company, its subsidiaries or any of their respective Affiliates be a condition to any of Parent’s or New Wildlife’s obligations

under this Agreement to the extent any requests in connection therewith are not requested by Parent or New Wildlife in writing at least

three (3) Business Days prior to the Closing Date.

(e)            Parent

shall provide the Company with reasonably prompt written notice (and, in any event, within three (3) Business Days) (i) of

any actual or threatened (in writing) material breach, default (or any event that, with or without notice, lapse of time or both, could

reasonably be expected to give rise to any breach or default), cancellation, termination or repudiation by any party to the Debt Commitment

Letter or any Definitive Agreement and a copy of any written notice or other written communication from any Debt Financing Source or

other financing source with respect to any actual or threatened breach, default, cancellation, termination or repudiation by any party

to the Debt Commitment Letter or any Definitive Agreement of any provision thereof, (ii) of the occurrence of an event or development

that could reasonably be expected to have an adverse impact on the ability of Parent or New Wildlife to obtain all or any portion of

the Financing contemplated by the Debt Commitment Letter in an amount sufficient, when taken together with all other available sources

of funding to Parent and New Wildlife, to pay the Financing Amounts, (iii) of the receipt by Parent or New Wildlife of any notice

or other communication from any Person with respect to any material dispute or disagreement between or among parties to the Debt Commitment

Letter or the Definitive Agreements with respect to the obligation to fund the Financing or the amount of the Financing to be funded

at the Closing (but excluding ordinary course negotiations), and (iv) if for any reason Parent believes in good faith that (x) there

is (or there is likely to be) a material dispute or disagreement between or among parties to the Debt Commitment Letter or the definitive

documents related to the Financing with respect to the obligation to fund the Financing or the amount of the Financing to be funded at

the Closing (but excluding ordinary course negotiations) or (y) there is a reasonable likelihood that the Financing will not be

available for any reason on the terms, in the manner or from the sources contemplated by the Debt Commitment Letter or any Definitive

Agreements, in each case, in an amount sufficient, when taken together with the available portion of the Financing and all other available

sources of funding to Parent and New Wildlife, to pay the Financing Amounts. As soon as reasonably practicable, Parent shall provide

any information reasonably requested by the Company relating to any circumstance referred to in the immediately preceding sentence.

(f)             Notwithstanding

the foregoing or anything else in this Agreement to the contrary, compliance by Parent with this Section 5.22 shall not relieve

Parent of its obligations to consummate the Contemplated Transactions whether or not the Financing or any Alternative Financing is available.

Parent acknowledges and agrees that the receipt or availability of any debt, equity or other financing to it or New Wildlife is not a

condition to the consummation of the Contemplated Transactions, and that if no such financing is obtained, Parent and New Wildlife will

continue to be obligated, subject only to the satisfaction or waiver of the conditions set forth in Section 6, to consummate

the Contemplated Transactions.

(g)             To

the extent Parent or New Wildlife obtains Alternative Financing, makes an Alternative Debt Financing Election pursuant to an Alternative

Debt Financing Event or amends, replaces, supplements, terminates, modifies or waives any of the Financing, in each case pursuant to

this Section 5.22 and without any Prohibited Modification, references to the “Financing,” “Debt Financing

Sources,” and “Debt Commitment Letter,” “Definitive Agreements” (and other like terms in this Agreement)

shall be deemed to refer to such Alternative Financing or Alternative Debt Commitments, the commitments thereunder and the agreements

with respect thereto or the Financing as so amended, restated, replaced, supplemented, terminated, modified or waived (other than with

respect to representations in this Agreement made by Parent that are made solely as of the date hereof), respectively.

5.23        Financing

Cooperation.

(a)             Prior

to Closing, the Company shall use its reasonable best efforts, and shall cause its Subsidiaries to use reasonable best efforts, and each

of them shall use their reasonable best efforts to cause their respective Representatives to use their reasonable best efforts, to provide

customary cooperation, to the extent reasonably requested by Parent or New Wildlife, necessary for the arrangement of the Financing,

or the financing contemplated by the Alternative Debt Commitments or any other financing arrangements (including any equity or equity-linked

financing consummated in accordance with Section 4.2(d)(ii)), and, in such instance, the term “Financing” hereunder

shall include such alternative financings, in each case, subject to Parent’s and New Wildlife’s Reimbursement Obligations.

Such assistance shall include, without limitation:

(i)            participating

(and causing senior management and Representatives of the Company to participate) in a reasonable number of meetings, presentations,

road shows and due diligence sessions and other customary syndication activities in respect of the Financing;

(ii)            furnishing

Parent, New Wildlife and the Debt Financing Sources, as promptly as practicable (A)(X)(I) in the case of any audited financial statements

of RE/MAX Holdings, Inc., a Delaware corporation, as promptly as reasonably practicable but in no event more than seventy-five (75)

days after the end of the relevant fiscal year and (II) in the case of any unaudited quarterly financial statements, as promptly

as reasonably practicable but in no event more than forty (40) days after the end of the relevant fiscal quarter, and (Y) all Required

Financial Information (which shall be Compliant as of the Closing) (provided, that the filing of the required financial statements

on Form 10-K, Form 10-Q, Form 6-K or Form 8-K by the Company will be deemed to satisfy the applicable requirements

of the foregoing clauses (X) or (Y), as applicable, so long as a subsequent Form 8-K, Item 4.02 has not been filed with

respect to the financial statements included therein), (B) all financial statements, schedules, financial data, audit reports and

other information regarding the Company and its Subsidiaries that are reasonably requested by Parent or New Wildlife to the extent that

such information is of the type that would be required by Regulation S-K or Regulation S-X under the Securities Act for a registered

underwritten offering, Rule 144A offering or private placement of debt securities contemplated to be issued in lieu of any facility

under the Financing and (C) such other pertinent information regarding the Company and its Subsidiaries (including information regarding

the business, operations and financial projections thereof) as may be reasonably requested by Parent or New Wildlife and customarily

required to assist in the preparation of bank information memoranda, lenders’ presentations, offering memoranda, prospectuses,

prospectus supplements, and other customary marketing materials relevant to the Financing, including a customary confidential information

memorandum or other customary information documents used in the Financing; provided, that nothing in clause (ii)(B) or (ii)(C) shall

require the provision of any Excluded Information;

(iii)           using

reasonable best efforts to cause the independent auditors of the Company to assist and cooperate with Parent and New Wildlife in connection

with the Financing, including by (A) obtaining any required consent of such auditors for use of their audit reports in any offering

materials relating to any such Financing, and the provision of customary “comfort” letters (including “negative assurance”

and change period comfort) with respect to financial information relating to the Company and its Subsidiaries and (B) attending

accounting due diligence sessions;

(iv)           using

reasonable best efforts to cause senior management of the Company, with appropriate seniority and expertise, to assist in preparation

of, and to participate in, a reasonable number of meetings (including customary one-on-one meetings with the parties acting as lead arrangers,

bookrunners or agents for, and prospective lenders and buyers of, the Financing), presentations, road shows, sessions with rating agencies,

due diligence sessions, drafting sessions and sessions between senior management and the Debt Financing Sources in connection with the

Financing, in each case at reasonable times and with reasonable advance notice, and in each case which shall be virtual unless otherwise

agreed to by the Company;

(v)           furnishing

Parent, New Wildlife and the Debt Financing Sources, promptly and, in any event, at least four (4) Business Days prior to Closing,

with all documentation and other information about the Company and its Subsidiaries as is reasonably requested by Parent or New Wildlife

at least nine (9) Business Days prior to Closing, in accordance with the requirements of the Debt Financing Sources, relating to

applicable “know your customer” and AML Laws;

(vi)           (A) assisting

in the preparation, execution and delivery of the Definitive Agreements, including any credit agreement, guarantee and collateral documents,

pledge and security documents, customary closing certificates and documents and back-up therefor and for legal opinions in connection

with the Financing (including executing and delivering a solvency certificate from the chief financial officer or treasurer (or other

comparable officer) of the Company (in the form attached as Annex I to Exhibit B to the Debt Commitment Letter)) and other customary

documents as may reasonably be requested by Parent or the Debt Financing Sources and (B) facilitating the pledging of, granting

of security interests in and liens on collateral in connection with the Financing;

(vii)         (A) using

reasonable best efforts to provide assistance with the preparation of materials for, as applicable, rating agency presentations, offering

memoranda, prospectuses or prospectus supplements, bank information memoranda, syndication memoranda, lender presentations and other

customary marketing materials required in connection with the Financing, (B) using reasonable best efforts to provide reasonable

cooperation with the due diligence efforts of the Debt Financing Sources to the extent reasonable and customary (and, to the extent applicable,

subject to the limitations contained in this Agreement) and (C) providing customary authorization letters with respect to the Company

authorizing the distribution of information to prospective lenders and investors (including, to the extent applicable, customary 10b-5

and material non-public information representations) and customary certificates;

(viii)        filing

a Current Report on Form 8-K, if, in connection with the marketing efforts contemplated by any Debt Financing Sources in connection

with the Financing, Parent or New Wildlife reasonably requests the Company to furnish or file a Current Report on Form 8-K pursuant

to the Exchange Act that contains material non-public information with respect to the Company and its Subsidiaries or their respective

securities, which information is necessary or desirable (as reasonably agreed by Parent and the Company) to include in customary offering

documents or marketing materials for any Financing; and

(ix)          facilitating

the taking, no earlier than the Closing, of customary corporate, limited liability company, partnership or other similar actions reasonably

requested by Parent to permit the consummation of the Financing (provided that no such action shall be required of persons who are officers

or directors of the Company or its Subsidiaries or any of their respective Affiliates prior to the First Merger Effective Time who will

not be continuing in such capacities thereafter).

(b)            The

foregoing notwithstanding, none of the Company nor any of its Subsidiaries shall be required to take or permit the taking of any action

pursuant to this Section 5.23, including with respect to any Encumbrance on any assets of the Company or its Subsidiaries

in connection with the Financing, that would: (i) require the Company or its Subsidiaries or any of their respective Affiliates

or any persons who are officers or directors of such entities to pass resolutions or consents to approve or authorize the execution of

the Financing or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or modification

of any existing certificate, document, instrument or agreement that would be effective prior to the Closing Date or that is not contingent

upon the Closing (except (I) the authorization letters set forth in clause (a)(vii)(C) above, (II) the “know-your-customer”

and anti-money laundering documents contemplated by clause (a)(v) above and (III) to approve regulatory filings relating to

the Company or its Subsidiaries in connection with the Financing (clauses (I) through (III), collectively, the “Pre-Closing

Financing Deliverables”) (for the avoidance of doubt, any persons who are officers or directors of the Company or its Subsidiaries

or any of their respective Affiliates prior to the First Merger Effective Time who will not be continuing in such capacities thereafter

shall not be required to pass any resolutions or consents to approve or authorize the execution of the Financing or enter into, execute

or deliver any certificate, document, instrument or agreement or agree to any change or modification of any existing certificate, document,

instrument or agreement in connection with the Financing other than the Pre-Closing Financing Deliverables), (ii) cause any representation

or warranty in this Agreement to be breached by the Company or any of its Subsidiaries, (iii) require the Company or any of its

Subsidiaries to pay any commitment or other similar fee, (iv) reasonably be expected to cause any director, officer, employee or

stockholder of the Company or any of its Subsidiaries to incur any personal liability, (v) reasonably be expected, in the reasonable

judgment of the Company, to conflict with the Company Governing Documents, any Legal Requirements or any Material Contract or obligations

of confidentiality (not created in contemplation hereof) binding on the Company or any of its Subsidiaries, (vi) reasonably be expected

to result in a material violation or breach of, or a default (with or without notice, lapse of time, or both) under, any Material Contract

to which the Company or any of its Subsidiaries is a party (other than any Material Contract entered into in contemplation hereof), (vii) provide

access to or disclose information that the Company or any of its Subsidiaries determines in good faith would jeopardize any attorney-client

privilege or other applicable privilege or protection of the Company or any of its Subsidiaries, (viii) require the delivery of

any opinion of counsel, (ix) require the Company to prepare any financial statements or information that are not available to it

and prepared in the ordinary course of its financial reporting practice (other than, for the avoidance of doubt, the Required Financial

Information), (x) require the preparation or delivery of any Excluded Information (other than, for the avoidance of doubt, as contemplated

by this Section 5.23(b)), (xi) unreasonably interfere with the conduct of the ongoing business of the Company, (xii) create

a risk of damage or destruction to any property or assets of the Company, (xiii) cause any condition to the Closing set forth herein

to not be satisfied or otherwise cause any breach of this Agreement or (xiv) require the change of any fiscal period of the Company

or any of its Subsidiaries. Nothing contained in this Section 5.23 or otherwise shall require the Company or any of its Affiliates,

prior to the Closing, to be an issuer or other obligor with respect to the Financing. Parent shall, promptly on request by the Company,

reimburse the Company or any of its Subsidiaries for all reasonable and documented out-of-pocket costs and expenses (including attorneys’

fees) incurred by them or their respective Representatives in connection with such cooperation and shall reimburse, indemnify and hold

harmless the Company and its Affiliates and their respective Representatives from and against any and all losses suffered or incurred

by them in connection with the arrangement of the Financing, any action taken by them pursuant to this Section 5.23 or otherwise

at the request of Parent, New Wildlife or their respective Representatives in connection with the Financing and any information used

in connection therewith, except to the extent that any of the foregoing is determined by a final, non-appealable judgment of a court

of competent jurisdiction to have arisen from the (x) bad faith, gross negligence or willful misconduct of the Company or any of

its representatives or (y) financial statements, financial information or other materials prepared prior to the date hereof or,

after the date hereof, that the Company would have prepared in the ordinary course of business (such reimbursement, indemnification,

and hold harmless obligations described in this sentence, the “Parent Reimbursement Obligations”).

parties acknowledge and agree that the provisions contained in this Section 5.23 represent the sole obligation of the Company

and its Subsidiaries with respect to cooperation in connection with the arrangement of any financing (including the Financing) to be

obtained by Parent or New Wildlife with respect to the Contemplated Transactions and the transactions contemplated by the Debt Commitment

Letter, and no other provision of this Agreement (including the annexes, exhibits and schedules hereto) or the Debt Commitment Letter

shall be deemed to expand or modify such obligations. Notwithstanding anything to the contrary in this Agreement, a breach of the obligations

of the Company or its Subsidiaries under Section 5.23(a) may not be asserted by Parent, New Wildlife or any of their

respective Affiliates or Representatives as the basis for (x) the conditions set forth in Section 6.2(a) or Section 6.2(b) not

being satisfied; or (y) the termination of this Agreement pursuant to Section 7.1(g), if the Financing has been

funded or is reasonably expected to be funded if the date of such assertion was the Closing Date.

(d)            Parent

and New Wildlife shall ensure that all nonpublic or otherwise confidential information regarding the Company or any of its Affiliates

obtained by Parent, New Wildlife or their respective Representatives pursuant to this Section 5.23 shall be kept confidential

and used only in accordance with and otherwise treated as provided in the Confidentiality Agreement and the Clean Team Agreement.

(e)            The

Company shall, and shall cause its Affiliates to, supplement to Required Financial Information on a reasonably current basis to the extent

that any such Required Financial Information, to the Knowledge of the Company, is not Compliant.

5.24        Termination

of Indebtedness.

(a)            The

Company shall, with respect to the Company Credit Agreement, use its reasonable best efforts to obtain executed copies of a customary

payoff letter (the “Payoff Letter”) and at least three (3) Business Days prior to the Closing Date, a draft of

the Payoff Letter. The Payoff Letter shall (A) provide for the payment and/or cancellation in full of the total amount of indebtedness

due to such agent, lender and/or creditor as of the Closing (including accrued interest and any termination fees, prepayment fees, breakage

costs, premiums, make-whole payments or penalties or other amounts due as a result of the consummation of the Contemplated Transactions)

and any commitments thereunder, and (B) provide that all guarantee obligations and liens related to such indebtedness, automatically

upon the payment of the amount set forth in the Payoff Letter at or prior to the Closing, be released, discharged and terminated, and

(b)            Contemporaneously

with the Closing, Parent and New Wildlife shall pay (or cause to be paid) to lenders under the Company Credit Agreement, the amount specified

in the Payoff Letter with respect thereto (including after giving effect to any per diem amount specified therein, to the extent applicable)

in cash in immediately available funds to the bank account(s) specified therein to discharge all obligations of the Company and

its Subsidiaries outstanding under the Company Credit Agreement and to terminate the commitments thereunder.

5.25        Resignation

of Directors.

The Company shall use reasonable

best efforts to obtain and deliver to Parent prior to the Closing Date (to be effective as of the First Merger Effective Time) the resignation

of each director of the Company (in each case, in their capacities as directors, and not employees).

5.26        Rhino

Merger; TRA Termination Agreement.

The Company shall not amend,

modify, waive or terminate, or take any action that has the effect of amending, modifying, waiving or terminating, or otherwise adversely

affecting the Company’s rights under, or grant any consent under (including any consent to any assignment or transfer under), any

provision of the Rhino Merger Agreement or the TRA Termination Agreement, in each case, without the prior written consent of Parent;

provided, however, that the Company may, without Parent’s prior written consent, make in good faith amendments, modifications

or waivers that are not adverse to Parent and do not affect the economic terms or other material terms of the Rhino Merger Agreement

or the TRA Termination Agreement, as applicable. The Company shall perform all of its obligations under the Rhino Merger Agreement and

the TRA Termination Agreement in all material respects and shall enforce all of its rights under each such agreement in accordance with

its terms in all material respects. If any party to the Rhino Merger Agreement or the TRA Termination Agreement breaches any provision

of such agreement, the Company shall promptly use its reasonable best efforts to seek specific performance of the terms of such agreement.

Without the prior written consent of Parent, the Company shall not make a determination that any of the closing conditions set forth

in Section 6.1(a) or Section 6.1(d) of the Rhino Merger Agreement have not been satisfied unless the failure of such

condition would have a Material Adverse Effect of the Company if the Rhino Merger were consummated.

5.27        Matters

relating to New Wildlife

Immediately prior to the

Arrangement Effective Time, the shares of New Wildlife Common Stock held by Parent shall be cancelled for no consideration.

5.28        Matters

relating to Bidco

New Wildlife and Bidco agree

that Bidco (and any successor company) shall not be liquidated or dissolved until at least one year following the Closing Date.

5.29        U.S.

Securities Law Matters relating to the Arrangement

The parties agree that the

Arrangement will be carried out with the intention that, and will use their commercially reasonable efforts to ensure that, all shares

of Bidco issued pursuant to the Arrangement will be issued by Bidco in reliance on the exemption from the registration requirements of

the Securities Act provided by Section 3(a)(10) thereunder and pursuant to exemptions from applicable state securities laws.

In order to ensure the availability of the exemption under Section 3(a)(10) of the Securities Act and to facilitate Bidco’s

compliance with other securities laws, the parties agree that the Arrangement will be carried out on the following basis:

(a)            the

Court will be asked to approve the procedural and substantive fairness of the Arrangement;

(b)            pursuant

to Section 5.4, the Arrangement Court will be advised of the intention of the parties to rely upon the exemption from the registration

requirements of the Securities Act provided by Section 3(a)(10) thereof with respect to the issuance of the shares of Bidco

prior to the hearing required to approve the procedural and substantive fairness of the Arrangement to the shareholders of Parent to

whom the shares of Bidco will be issued;

Arrangement Court will be advised prior to the hearing to approve the Interim Order that its approval of the Arrangement will be relied

upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the Arrangement to all shareholders

of Parent who are entitled to receive shares of Bidco pursuant to the Arrangement;

(d)            Parent

will ensure that each Person entitled to receive the shares of Bidco pursuant to the Arrangement will be given adequate notice, in a

timely manner, advising them of their right to attend the hearing of the Arrangement Court to give approval of the Arrangement and providing

them with sufficient information necessary for them to exercise that right;

(e)            each

Person entitled to receive the shares of Bidco will be advised that the shares of Bidco issued pursuant to the Arrangement have not been

and will not be registered under the Securities Act and will be issued by Bidco in reliance on the exemption from the registration requirements

of the Securities Act provided by Section 3(a)(10) thereof, and that certain restrictions on resale under securities laws may

be applicable with respect to such securities;

(f)             the

Interim Order will specify that each Person entitled to receive shares of Bidco pursuant to the Plan of Arrangement will have the right

to appear before the Court at the hearing of the Court to give approval to the Arrangement so long as they enter an appearance within

a reasonable time;

(g)            the

Arrangement Court will hold a hearing approving the fairness of the Arrangement before issuing the Final Order; and

(h)            the

Final Order will expressly state that the Arrangement serves as the basis of a claim to the exemption under Section 3(a)(10) of

the Securities Act from the registration requirements otherwise imposed by the Securities Act regarding the issuance and exchange of

securities pursuant to the Plan of Arrangement and is approved by the Court as being substantively and procedurally fair to the shareholders

of Parent.

Section 6.              Conditions

Precedent to Consummation of the Arrangement and the Mergers

6.1          Conditions

to Obligations of Each Party.

The obligations of New Wildlife,

Parent, Merger Sub I, Merger Sub II, Bidco and the Company to effect the Arrangement and the Mergers and otherwise consummate the Contemplated

Transactions are subject to the satisfaction (or waiver by written agreement of Parent and the Company), at or prior to the Closing,

of each of the following conditions:

(a)            The

Registration Statement shall have been declared effective by the SEC and shall not be the subject of any stop order or pending proceeding

by the SEC seeking a stop order.

(b)            The

New Wildlife Common Stock to be issued in the Arrangement and the Mergers shall have been approved for listing (subject to official notice

of issuance) on the Nasdaq.

Company shall have obtained the Required Company Stockholder Vote.

(d)            Parent

shall have obtained the Required Parent Shareholder Vote.

(e)            (i) The

waiting period applicable to the Mergers pursuant to the HSR Act (and any extension thereof including any agreement with any Governmental

Body to delay the Closing entered into in connection therewith) shall have expired or otherwise been terminated and (ii) any applicable

waiting periods (and extensions thereof), consents or approvals required under any applicable Legal Requirement as set forth on Section 6.1(e) of

the Company Disclosure Schedule or Section 6.1(e) of the Parent Disclosure Schedule shall have expired, been terminated or

obtained, as the case may be, in each case, without the imposition of a Burdensome Condition.

(f)             No

Order issued by any Governmental Body or applicable Legal Requirements (collectively, “Restraints”), in either case,

in the United States, Canada or any jurisdiction set forth in Section 6.1(e) of the Company Disclosure Schedule or Section 6.1(e) of

the Parent Disclosure Schedule (the “Applicable Jurisdictions”), shall be in effect imposing a Burdensome Condition

or enjoining, restraining or otherwise making illegal, preventing or prohibiting the consummation of the Mergers or the Arrangement.

(g)            Each

of the Interim Order and the Final Order shall have been obtained on terms consistent with this Agreement, and shall not have been set

aside or modified in a manner unacceptable to either Parent or the Company, each acting reasonably, on appeal or otherwise.

(h)            The

consummation of the Rhino Merger shall have occurred.

(i)            The

TRA Termination Agreement remains in full force and effect.

6.2           Additional

Conditions to Obligations of Parent, New Wildlife, Merger Sub I, Merger Sub II and Bidco.

The obligations of Parent,

New Wildlife, Merger Sub I, Merger Sub II and Bidco to effect the Mergers and the Arrangement and otherwise consummate the Contemplated

Transactions are subject to the satisfaction (or waiver by Parent), at or prior to the Closing, of each of the following conditions:

(a)           (i) The

representation and warranty of the Company set forth in Section 2.8(a) (Absence of Changes) shall be true and

correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date; (ii) the representations

and warranties of the Company set forth in Section 2.2(a) (Capitalization; Subsidiaries) shall be true and correct

as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any

such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty

shall be so true and correct only as of such particular date or with respect to such period of time), except, in the case of this clause

(ii), for any inaccuracies that are de minimis; (iii) the representations and warranties of the Company set forth in the

first sentence of Section 2.1 (Organization; Qualification), Section 2.2(b) (Capitalization; Subsidiaries),

Section 2.3 (Authority), Section 2.20 (Takeover Statutes), Section 2.21 (Vote Required)

and Section 2.23 (Advisors’ Fees) shall be true and correct in all material respects as of the date of this

Agreement and as of the Closing Date as though made on and as of the Closing Date; and (iv) the other representations and warranties

of the Company set forth in Section 2 (without giving effect to any qualification as to “materiality,” “in

all material respects,” “Material Adverse Effect on the Company” or similar qualifiers contained in such representations

and warranties) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the

Closing Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time,

in which case such representation and warranty shall be so true and correct only as of such particular date or with respect to such period

of time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct

does not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, or

results from the consummation of the Rhino Merger.

(b)           The

covenants and obligations in this Agreement that the Company is required to comply with or to perform at or prior to the Closing shall

have been complied with and performed in all material respects.

shall have received a certificate executed on behalf of the Company by the Chief Executive Officer and Chief Financial Officer of the

Company confirming that the conditions set forth in Section 6.2(a) and Section 6.2(b) have been duly

satisfied.

(d)           Since

the date of this Agreement, there shall not have occurred any Material Adverse Effect on the Company.

(e)           Parent

shall have received the written opinion of Willkie Farr & Gallagher LLP (or other nationally recognized Tax counsel reasonably

acceptable to the Company) (“Parent Tax Counsel”), in form and substance reasonably satisfactory to Parent, dated

as of the Closing Date, which opinion concludes (subject to customary assumptions, qualifications and representations, and on the basis

of facts, representations and assumptions set forth or referred to in such opinion) that (1) the Mergers, taken together, will qualify

as a “reorganization” within the meaning of Section 368(a) of the Code, and (2) the Mergers, taken together,

the Exchange and the Rhino Merger will together qualify as a transaction described in Section 351 of the Code. In rendering such

opinion, Parent Tax Counsel may rely upon representations contained in certificates of officers of Parent and the Company delivered pursuant

to Section 5.18(a) and 5.18(b).

6.3          Additional

Conditions to Obligations of the Company.

The obligations of the Company

to effect the Mergers and the Arrangement and otherwise consummate the Contemplated Transactions are subject to the satisfaction (or

waiver by Company), at or prior to the Closing, of each of the following conditions:

(a)           (i) The

representation and warranty of Parent set forth in Section 3.10(a) (Absence of Changes) shall be true and correct

as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date; (ii) the representations

and warranties of Parent set forth in Section 3.2(a) (Capitalization; Subsidiaries) shall be true and correct

as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any

such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty

shall be so true and correct only as of such particular date or with respect to such period of time), except, in the case of this clause

(ii), for any inaccuracies that are de minimis; (iii) the representations and warranties of Parent set forth in the first

sentence of Section 3.1 (Organization; Qualification), Section 3.2(b) (Capitalization; Subsidiaries),

Section 3.3 (Authority), Section 3.25 (Vote Required), Section 3.24 (Takeover Statutes)

and Section 3.27 (Advisors’ Fees) shall be true and correct in all material respects as of the date of this

Agreement and as of the Closing Date as though made on and as of the Closing Date; and (iv) the other representations and warranties

of Parent set forth in Section 3 (without giving effect to any qualification as to “materiality,” “in all

material respects,” “Material Adverse Effect on Parent” or similar qualifiers contained in such representations and

warranties) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing

Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which

case such representation and warranty shall be so true and correct only as of such particular date or with respect to such period of

time), except, in the case of this clause (iv), where the failure of such representations and warranties to be so true and correct does

not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.

(b)           The

covenants and obligations in this Agreement that Parent is required to comply with or to perform at or prior to the Closing shall have

been complied with and performed in all material respects.

Company shall have received a certificate executed on behalf of Parent by an executive officer of Parent confirming that the conditions

set forth in Section 6.3(a) and Section 6.3(b) have been duly satisfied.

(d)           Since

the date of this Agreement, there shall not have occurred any Material Adverse Effect on Parent.

(e)           The

Company shall have received the written opinion of Morrison & Foerster (or other nationally recognized Tax counsel reasonably

acceptable to the Company) (“Company Tax Counsel”), in form and substance reasonably satisfactory to the Company,

dated as of the Closing Date, which opinion concludes (subject to customary assumptions, qualifications and representations, and on the

basis of facts, representations and assumptions set forth or referred to in such opinion) that (1) the Mergers, taken together,

will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (2) the Mergers,

taken together, the Exchange and the Rhino Merger will together qualify as a transaction described in Section 351 of the Code. In

rendering such opinion, Company Tax Counsel may rely upon representations contained in certificates of officers of Parent and the Company

delivered pursuant to Section 5.18(a) and Section 5.18(b).

Section 7.              Termination

7.1          Termination.

This Agreement may be terminated

prior to the Arrangement Effective Time (whether before or after the adoption of this Agreement by the Required Company Stockholder Vote)

by written notice of the terminating party to the other parties:

(a)           by

mutual written consent of Parent and the Company;

(b)           by

either Parent or the Company, if the Arrangement and the Mergers shall not have been consummated by 11:59 p.m. (Mountain time) on

January 26, 2027 (as such date may be extended pursuant to the provisos in sub-clause (i) or as mutually agreed to by the Company

and Parent in writing, the “End Date”); provided, however, that: (i) if, at such time, one or more

of the conditions to the Mergers set forth in (A) Section 6.1(e) (HSR) or (B) Section 6.1(f) (Restraints)

(if, in the case of clause (B), the Order relates to the HSR Act or any applicable Legal Requirement set forth on Section 6.1(f) of

the Company Disclosure Schedule) shall not have been satisfied, but all other conditions set forth in Section 6 shall have

been satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied

or waived at such time) or waived, then the End Date shall automatically be extended to 11:59 p.m. (Mountain time) on March 12,

2027; provided, further, that if, as of such extended time, one or more of the conditions to the Mergers set forth

in (A) Section 6.1(e) (HSR) or (B) Section 6.1(f) (Restraints) (if, in the

case of clause (B), the Order relates to the HSR Act or any applicable Legal Requirement set forth on Section 6.1(f) of

the Company Disclosure Schedule) shall not have been satisfied, but all other conditions set forth in Section 6 shall have been

satisfied (or in the case of conditions that by their terms are to be satisfied at the Closing, shall be capable of being satisfied or

waived at such time) or waived, then the End Date shall automatically be extended to 11:59 p.m. (Mountain time) on April 26,

2027; and (ii) a party shall not be permitted to terminate this Agreement pursuant to this Section 7.1(b) if the

failure to consummate the Mergers by the End Date is primarily attributable to a failure on the part of such party to perform any covenant

or obligation in this Agreement required to be performed by such party at or prior to the Arrangement Effective Time in breach of such

party’s obligations hereunder;

either the Company or Parent, if any Restraint in the United States or any Applicable Jurisdiction having the effect set forth in Section 6.1(f) (Restraints)

shall have become final and nonappealable; provided, that the party seeking to terminate this Agreement pursuant to this Section 7.1(c) shall

have used the required efforts to prevent the entry of and to remove such Restraint in accordance with its covenants or agreements under

this Agreement; and provided, further, that no party shall be permitted to invoke this Section 7.1(c) if

such party’s failure to comply with its covenants or agreements under this Agreement is the primary cause of the failure of Section 6.1(f) (Restraints)

to be satisfied;

(d)           by

either the Company or Parent if:

(i)            the

Required Company Stockholder Vote shall not have been obtained upon a vote taken thereon at the duly convened Company Stockholders’

Meeting or at any adjournment or postponement thereof, in each case at which a vote on obtaining the Required Company Stockholder Vote

was taken; provided, that the right to terminate this Agreement pursuant to this Section 7.1(d)(i) shall not

be available to the Company if the Company’s failure to perform any of its obligations under this Agreement is the principal cause

of the failure to obtain the Required Company Stockholder Vote; or

(ii)           the

Required Parent Shareholder Vote shall not have been obtained upon a vote taken thereon at the duly convened Parent Shareholders’

Meeting or at any adjournment or postponement thereof, in each case at which a vote on obtaining the Required Parent Shareholder Vote

was taken; provided, that the right to terminate this Agreement pursuant to this Section 7.1(d)(ii) shall not

be available to Parent if Parent’s failure to perform any of its obligations under this Agreement is the principal cause of the

failure to obtain the Required Parent Shareholder Vote;

(e)           by

the Company if:

(i)            at

any time prior to the receipt of the Required Company Stockholder Vote, in order to enter into an Acquisition Agreement in accordance

with Section 4.3(b)(v)(F) with respect to a Superior Proposal;

(ii)           at

any time prior to the receipt of the Required Parent Shareholder Vote, there shall have been a Change in Parent Recommendation; or

(iii)          Parent

fails to hold the Parent Shareholders’ Meeting in accordance with the timing requirements set forth in Section 5.4(a)(i) (taking

into account any applicable timing adjustments as set forth in Section 5.4(b)) or fails to pursue the Final Order in accordance

with the timing requirements of Section 5.5; or

(iv)          Parent

knowingly and intentionally breaches Section 4.3(a) in any material respect, in which case Company may terminate at

any time prior to the receipt of the Required Parent Shareholder Vote.

(f)            by

Parent if:

(i)            at

any time prior to the receipt of the Required Company Stockholder Vote, there shall have been a Change in Company Recommendation;

(ii)           the

Company fails to hold the Company Stockholders’ Meeting in accordance with the timing requirements set forth in Section 5.2(a)(i) (taking

into account any applicable timing adjustments as set forth in Section 5.2(b)); or

(iii)          the

Company knowingly and intentionally breaches Section 4.3(a) in any material respect, or any Person named in Section 7.1(f)(iii) of

the Company Disclosure Schedule knowingly and intentionally breaches Section 5(a) of the Company Voting and Support Agreement

in any material respect, in which case Parent may terminate at any time prior to the receipt of the Required Company Stockholder Vote.

(g)           by

Parent if the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements

contained in this Agreement, which breach or failure to perform (A) would result in a failure of any condition set forth in Section 6.2(a) or

Section 6.2(b) and (B) cannot be cured by the End Date or, if curable, is not cured within the earlier of (x) thirty

(30) days following Parent’s delivery of written notice to the Company stating Parent’s intention to terminate this Agreement

pursuant to this Section 7.1(g) and (y) the End Date and the basis for such termination; provided, however,

Parent shall not be permitted to terminate this Agreement pursuant to this Section 7.1(g) if Parent itself is in breach

of any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach would give rise to

the failure of a condition set forth in Section 6.3(a) or Section 6.3(b) to be satisfied; or

(h)           by

the Company if Parent shall have breached or failed to perform any of its representations, warranties, covenants or other agreements

contained in this Agreement, which breach or failure to perform (A) would result in a failure of any condition set forth in Section 6.3(a) or

Section 6.3(b) and (B) cannot be cured by the End Date or, if curable, is not cured within the earlier of (x) thirty

(30) days following the Company’s delivery of written notice to Parent stating the Company’s intention to terminate this

Agreement pursuant to this Section 7.1(h) and (y) the End Date and the basis for such termination; provided,

however, the Company shall not be permitted to terminate this Agreement pursuant to this Section 7.1(h) if the

Company itself is in breach of any of its representations, warranties, covenants or other agreements contained in this Agreement, which

breach would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b) to

be satisfied.

7.2           Effect

of Termination.

If this Agreement is validly

terminated as provided in Section 7.1, all further obligations of the parties under this Agreement shall terminate, this

Agreement shall be of no further force or effect and there shall be no Liability on the part of New Wildlife, the Company, Parent, Merger

Sub I, Merger Sub II, Bidco or any of their respective stockholders or shareholders, Affiliates or Representatives; provided,

however, that: (a) the last sentence of Section 4.1(a), Section 5.23(d), this Section 7.2,

Section 7.3, Section 8 and the Parent Reimbursement Obligations set forth in Section 5.23(b) shall

survive the termination of this Agreement and shall remain in full force and effect; (b) the Confidentiality Agreement and the Clean

Team Agreement shall survive the termination of this Agreement and shall remain in full force and effect in accordance with their terms;

and (c) the termination of this Agreement shall not relieve any party from any Liability or damages arising out of such party’s

fraud or any knowing and intentional breach of any covenant or obligation contained in this Agreement. For purposes of this Agreement,

“knowing and intentional breach” means a deliberate action taken or deliberate failure to act that the breaching party

intentionally takes (or fails to take) and actually knows that it would, or would reasonably be expected to, be or cause a material breach

of this Agreement; provided, that notwithstanding the foregoing, the failure of a party hereto to consummate the Contemplated

Transactions when the conditions set forth in Section 6 have been satisfied or waived and such party is obligated to effectuate

the Closing pursuant to Section 1.5 will, in and of itself, constitute a knowing and intentional breach; and “fraud”

means actual and intentional common law fraud under Delaware law in the making of the representations and warranties set forth in Section 2

or Section 3 of this Agreement, and shall not include constructive or equitable fraud or negligent misrepresentation or negligent

omission.

7.3           Expenses;

Termination Fees.

(a)           Except

as set forth in Section 5.11 or this Section 7.3, all fees and expenses incurred in connection with this Agreement

or any of the Contemplated Transactions shall be paid by the party incurring such fees and expenses, whether or not the Mergers are consummated.

(b)           If

this Agreement (A) is terminated by the Company or Parent pursuant to Section 7.1(d)(i), and an Acquisition Proposal

with respect to the Company shall have been publicly announced after the date of this Agreement and shall not have been publicly withdrawn

prior to the Company Stockholders’ Meeting; and (B) within twelve (12) months after such termination, the Company enters into

a definitive Acquisition Agreement for an Acquisition Proposal that is later consummated or consummates an Acquisition Proposal (with,

for purposes of this Section 7.3(b), all percentages included in the definition of “Acquisition Proposal” being

deemed to be references to “50.1%”), then the Company shall pay to Parent the Company Termination Fee in cash.

100

this Agreement (A) is terminated by the Company or Parent pursuant to Section 7.1(d)(ii), and an Acquisition Proposal

with respect to Parent shall have been publicly announced after the date of this Agreement and shall not have been publicly withdrawn

prior to the Parent Shareholders’ Meeting; and (B) within twelve (12) months after such termination, Parent enters into a

definitive Acquisition Agreement for an Acquisition Proposal that is later consummated or consummates an Acquisition Proposal (with,

for purposes of this Section 7.3(c), all percentages included in the definition of “Acquisition Proposal” being

deemed to be references to “50.1%”), then Parent shall pay to Company the Parent Termination Fee in cash.

(d)           If

this Agreement is terminated by the Company pursuant to Section 7.1(e)(i), then the Company shall pay to Parent the Company

Termination Fee in cash.

(e)           If

this Agreement is terminated by the Company pursuant to Section 7.1(e)(ii), Section 7.1(e)(iii) or Section 7.1(e)(iv),

then Parent shall pay to the Company the Parent Termination Fee in cash.

(f)            If

this Agreement is terminated by Parent pursuant to Section 7.1(f)(i), Section 7.1(f)(ii) or Section 7.1(f)(iii),

then the Company shall pay to Parent the Company Termination Fee in cash.

(g)           If

this Agreement (A) is terminated by Parent pursuant to Section 7.1(g), and an Acquisition Proposal with respect to the

Company shall have been publicly announced after the date of this Agreement and shall not have been publicly withdrawn prior to the date

of termination; and (B) within twelve (12) months after such termination, the Company enters into a definitive Acquisition Agreement

for an Acquisition Proposal that is later consummated or consummates an Acquisition Proposal (with, for purposes of this Section 7.3(g)),

all percentages included in the definition of “Acquisition Proposal” being deemed to be references to “50.1%”),

then the Company shall pay to Parent the Company Termination Fee in cash.

(h)           If

this Agreement (A) is terminated by the Company pursuant to Section 7.1(h) (other than in circumstances in which

a Parent Regulatory Termination Fee is payable pursuant to Section 7.3(i)) and an Acquisition Proposal with respect to the

Parent shall have been publicly announced after the date of this Agreement and shall not have been publicly withdrawn prior to the date

of termination; and (B) within twelve (12) months after such termination, Parent enters into a definitive Acquisition Agreement

for an Acquisition Proposal that is later consummated or consummates an Acquisition Proposal (with, for purposes of this Section 7.3(h),

all percentages included in the definition of “Acquisition Proposal” being deemed to be references to “50.1%”),

then Parent shall pay to the Company the Parent Termination Fee in cash.

(i)            If

(i) the Company terminates this Agreement pursuant to Section 7.1(h) (solely to the extent such termination relates

to a breach under Section 5.11 (Efforts) resulting in the failure to satisfy the conditions set forth in Section 6.1(e) or

Section 6.1(f)), (ii) the Company or Parent terminates this Agreement pursuant to Section 7.1(b) (End

Date), and at the time of such termination, (x) one or more of the conditions set forth in Section 6.1(e) or

Section 6.1(f) (with respect to Section 6.1(f), solely as a result of a Restraint entered or issued by a

Governmental Body pursuant to any antitrust and competition Legal Requirement) has not been satisfied or waived and (y) all of the

other conditions set forth in Section 6.1, Section 6.2 and Section 6.3 have been satisfied or waived

(except for those conditions that are to be satisfied at the Closing) or (iii) the Company or Parent terminates this Agreement pursuant

to Section 7.1(c) (solely to the extent such termination relates to a Restraint entered or issued by a Governmental

Body pursuant to any antitrust and competition Legal Requirement), then Parent shall pay the Company the Parent Regulatory Termination

Fee in cash.

(j)            Any

Company Termination Fee required to be paid to Parent pursuant to (i) Section 7.3(b) or Section 7.3(g) shall

be paid by the Company contemporaneously with the consummation of the Acquisition Proposal contemplated by Section 7.3(b) or

Section 7.3(g), as applicable, (ii) Section 7.3(d), substantially concurrently with such termination, or

(iii) Section 7.3(f) shall be paid by the Company promptly and in any event within two (2) Business Days after

such termination.

101

(k)           Any

Parent Termination Fee or Parent Regulatory Termination Fee, as applicable required to be paid to the Company pursuant to (i) Section 7.3(c) or

Section 7.3(h) shall be paid by Parent contemporaneously with the consummation of the Acquisition Proposal contemplated

by Section 7.3(c) or Section 7.3(h), as applicable or (ii) Section 7.3(e) or Section 7.3(i) shall

be paid by Parent promptly and in any event within two (2) Business Days after such termination.

(l)            In

no event shall the Company be required to pay the Company Termination Fee under this Section 7.3 on more than one occasion,

whether or not such fee may be payable under more than one provision of this Agreement at the same or at different times and upon the

occurrence of different events. In no event shall Parent be required to pay the Parent Termination Fee or Parent Regulatory Termination

Fee under this Section 7.3 on more than one occasion, nor shall Parent be required to pay both the Parent Termination Fee

and the Parent Regulatory Termination Fee, whether or not such fees may be payable under more than one provision of this Agreement at

the same or at different times and upon the occurrence of different events.

(m)           The

Company and Parent agree that the agreements contained in this Section 7.3 are an integral part of the Contemplated Transactions

and that each of the Company Termination Fee, the Parent Termination Fee, the Parent Regulatory Termination Fee and the Parent Reimbursement

Obligations is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent or the Company, as

the case may be, in the circumstances in which the Company Termination Fee, the Parent Termination Fee, the Parent Regulatory Termination

Fee or the Parent Reimbursement Obligations, as applicable, is payable, for the efforts and resources expended and opportunities foregone

while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Mergers.

(n)           If

the Company receives the full payment of both (i) the Parent Termination Fee or the Parent Regulatory Termination Fee, as applicable,

and (ii) the Parent Reimbursement Obligations from (or on behalf of) Parent pursuant to this Section 7.3, the receipt

by the Company of both (i) the Parent Termination Fee or the Parent Regulatory Termination Fee, as applicable, and (ii) the

Parent Reimbursement Obligations, shall be the sole and exclusive remedy for any and all losses, Liabilities, costs, expenses or damages

suffered by the Company, or any of its Affiliates, directors, officers and employees or their respective Representatives, in connection

with this Agreement (and any breach or termination hereof), the Mergers, the Arrangement and the other Contemplated Transactions (and

the failure to consummate or abandonment thereof), and any claims or actions under applicable Legal Requirement arising out of any such

breach, termination, failure or abandonment or any matter forming the basis therefor (provided, that the foregoing limitation

shall not apply to (x) Section 7.3(q), (y) any breach of the Confidentiality Agreement or the Clean Team Agreement

or (z) any fraud by Parent).

(o)           If

Parent receives the full payment of the Company Termination Fee from (or on behalf of) the Company pursuant to this Section 7.3,

the receipt by Parent of the Company Termination Fee shall be the sole and exclusive remedy for any and all losses, Liabilities, costs,

expenses or damages suffered by Parent, or any of its Affiliates, directors, officers, employees or their respective Representatives,

in connection with this Agreement (and any breach or termination hereof), the Mergers, the Arrangement and the other Contemplated Transactions

(and the failure to consummate or abandonment thereof), and any claims or actions under applicable Legal Requirement arising out of any

such breach, termination, failure or abandonment or any matter forming the basis therefor (provided, that the foregoing limitation

shall not apply to (x) Section 7.3(q), (y) any breach of the Confidentiality Agreement or Clean Team Agreement,

or (z) any fraud by the Company).

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(p)           In

no event shall either the Company or Parent be entitled to receive both specific performance to cause the Closing to occur and payment

of the Parent Termination Fee, the Parent Regulatory Termination Fee, the Parent Reimbursement Obligations or the Company Termination

Fee, as applicable.

(q)           In

the event that either the Company or Parent fails to timely pay the other the Company Termination Fee, the Parent Termination Fee, the

Parent Regulatory Termination Fee or the Parent Reimbursement Obligations, as applicable, when due pursuant to this Section 7.3

and Parent or the Company, as applicable, commences litigation to seek all or a portion of the amounts payable under this Section 7.3,

and it prevails in such litigation, it shall be entitled to receive, in addition to all amounts that it is otherwise entitled to receive

under this Section 7.3, all reasonable, documented and out-of-pocket expenses (including documented and reasonable out-of-pocket

attorneys’ fees of one outside counsel) which it has incurred in enforcing its rights hereunder, together with interest on the

amount of the Parent Termination Fee, the Parent Regulatory Termination Fee, the Parent Reimbursement Obligations or Company Termination

Fee, as applicable, from the date payment such amount was due to the date of actual payment at the prime lending rate as published in

The Wall Street Journal, in effect on the date such payment was required to be made.

Section 8.              Miscellaneous

Provisions

8.1           Amendment.

Subject to Section 8.13,

this Agreement may be amended by New Wildlife, the Company, Parent, Merger Sub I, Merger Sub II and Bidco at any time prior to the First

Merger Effective Time (whether before or after receipt of the Required Company Stockholder Vote or the Required Parent Shareholder Vote);

provided, however, that after any such receipt of the Required Company Stockholder Vote or the Required Parent Shareholder

Vote, no amendment shall be made which by applicable Legal Requirements requires further approval of the stockholders of the Company

or shareholders of Parent, as the case may be, without the further approval of such stockholders/shareholders. This Agreement may not

be amended except by an instrument in writing signed on behalf of each of the parties hereto.

8.2           Waiver.

No failure on the part of any

party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any

power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single

or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other

power, right, privilege or remedy. No party shall be deemed to have waived any claim arising out of this Agreement, or any power, right,

privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in

a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect

except in the specific instance in which it is given.

8.3           No

Survival of Representations and Warranties.

None of the representations

and warranties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the consummation

of the Mergers. Notwithstanding anything to the contrary in this Agreement, the Confidentiality Agreement and the Clean Team Agreement

shall survive the consummation of the Mergers in accordance with their respective terms.

103

8.4           Entire

Agreement; Counterparts; Exchanges by Facsimile or Electronic Delivery.

This Agreement (including all

Exhibits hereto), the Confidentiality Agreement and the Clean Team Agreement constitute the entire agreement among the parties regarding

the subject matter hereof and thereof and supersede all prior agreements and understandings, both written and oral, among or between

any of the parties with respect to the subject matter hereof and thereof. The Company Disclosure Schedule and the Parent Disclosure Schedule

are “facts ascertainable” as that term is used in Section 251(b) of the DGCL and do not form part of this Agreement

but instead operate upon the terms of this Agreement as provided herein. This Agreement may be executed in several counterparts, each

of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed

Agreement (in counterparts or otherwise) by electronic transmission in .PDF format or by facsimile shall be sufficient to bind the parties

to the terms of this Agreement.

8.5           Applicable

Legal Requirements; Jurisdiction; Waiver of Jury Trial.

(a)           This

Agreement, and any action, suit or other Legal Proceeding arising out of or relating to this Agreement (including the enforcement of

any provision of this Agreement), any of the Contemplated Transactions or the legal relationship of the parties to this Agreement (whether

at law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance

with, the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware,

as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies, except to the extent

mandatorily governed by the Province of British Columbia and the federal laws of Canada applicable therein, including the provisions

relating to the Arrangement and the Plan of Arrangement. In any action, suit or other Legal Proceeding between any of the parties arising

out of or relating to this Agreement, any of the Contemplated Transactions or the legal relationship of the parties to this Agreement

(whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally

consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or

defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not bring any

such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s address

and in the manner set forth in Section 8.9 shall be effective service of process for any such action.

(b)           EACH

PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES,

AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING

TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS (INCLUDING THE FINANCING AND THE DEBT COMMITMENT LETTER). EACH PARTY ACKNOWLEDGES,

AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,

THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS

AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO

ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.5.

104

8.6           Disclosure

Schedules.

The Company Disclosure Schedule

shall be arranged in separate parts corresponding to the numbered and lettered sections contained in Section 2 (or any other

applicable provision of this Agreement) and the information disclosed in any numbered or lettered part shall be deemed to relate to and

to qualify (a) the particular representation or warranty set forth in the corresponding numbered or lettered section in Section 2

(or any other applicable provision of this Agreement), and (b) any other representation or warranty, where it is reasonably apparent

that such information relates or is relevant to another representation or warranty. The Company shall not be entitled to update or modify

the Company Disclosure Schedule after the execution and delivery of this Agreement, and any update or modification made or purported

to have been made to the Company Disclosure Schedule after the execution and delivery of this Agreement shall be disregarded for all

purposes under this Agreement. The Parent Disclosure Schedule shall be arranged in separate parts corresponding to the numbered and lettered

sections contained in Section 3 (or any other applicable provision of this Agreement), and the information disclosed in any

numbered or lettered part shall be deemed to relate to and to qualify (i) the particular representation or warranty set forth in

the corresponding numbered or lettered section in Section 3 (or any other applicable provision of this Agreement), and (ii) any

other representation or warranty where it is reasonably apparent that such information relates or is relevant to another representation

or warranty. Parent shall not be entitled to update or modify the Parent Disclosure Schedule after the execution and delivery of this

Agreement, and any update or modification made or purported to have been made to the Parent Disclosure Schedule after the execution and

delivery of this Agreement shall be disregarded for all purposes under this Agreement.

8.7           [Reserved].

8.8           Assignability;

Third-Party Beneficiaries.

(a)           Neither

this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by any of the parties hereto, in

whole or in part, by operation of law or otherwise, without the prior written consent of the other parties, and any attempted assignment

or delegation of this Agreement or any of such rights, interests or obligations by the Company without Parent’s prior written consent

shall be void and of no effect, except that, effective as of the Closing, Parent may make a collateral assignment of any or all of its

rights under this Agreement to any Debt Financing Source or any agent or collateral trustee for the Debt Financing Sources in connection

with the Financing; provided, that no such assignment shall relieve Parent of any of its obligations hereunder and Parent shall

remain fully liable for the performance of all such obligations. Subject to the preceding sentence, this Agreement will be binding upon,

inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

(b)           The

parties to this Agreement hereby agree that their respective representations, warranties and covenants set forth in this Agreement are

solely for the benefit of the other parties to this Agreement on the terms and subject to the conditions set forth in this Agreement,

and this Agreement is not intended to, and does not, confer upon any Person other than the parties and their respective successors, legal

representatives and permitted assigns any rights or remedies, express or implied, hereunder, including, without limiting the generality

of Section 8.4, the right to rely upon the representations and warranties set forth in this Agreement. Notwithstanding the

foregoing, subject to Section 7.3(n), the following Persons shall be third-party beneficiaries of this Agreement, with rights

of enforcement, as follows: (x) prior to the First Merger Effective Time, in accordance with Section 261(a)(1) of the

DGCL, the Company shall have the right, on behalf of the Company’s stockholders and the stockholders of Rhino (each of which are

third party beneficiaries of this Agreement solely to the extent required for this provision to be enforceable), to pursue damages in

accordance with this Agreement (which should include, to the extent proven and awarded by a court of competent jurisdiction, the benefit

of the bargain lost by the Company’s stockholders and the stockholders of Rhino) in the event that the Contemplated Transaction

are not consummated due to fraud or a willful breach by Parent of this Agreement, it being agreed that in no event shall any such stockholders

be entitled to enforce any of their rights, or any of Parent’s obligations, under this Agreement in the event of any such willful

breach, but rather that the Company shall have the sole and exclusive right to do so as a representative for such stockholders of the

Company (and upon receipt of any payment as a result thereof, the Company shall be entitled to retain the amount of such payments so

received), (y) from and after the First Merger Effective Time, the Indemnified Persons and the other persons who are beneficiaries

under any Existing Insurance Policy or the “tail” policy referred to in Section 5.10, shall be third party beneficiaries

of and entitled to enforce Section 5.10, and (z) from and after the Closing, the Company’s stockholders, shall

be third party beneficiaries or and entitled to enforce Section 1.

105

inaccuracies in such representations and warranties are subject to waiver by the parties in accordance with Section 8.2 without

notice or Liability to any other Person. In some instances, the representations and warranties in this Agreement may represent an allocation

among the parties of risks associated with particular matters regardless of the knowledge of any of the parties. Consequently, Persons

other than the parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or

circumstances as of the date of this Agreement or as of any other date.

8.9           Notices.

Each notice, request, demand

or other communication under this Agreement shall be in writing and shall be deemed to have been duly given, delivered or made as follows:

(a) if delivered by hand, when delivered; (b) if sent by registered, certified or first class mail, the second Business Day

after being sent; (c) if sent via a national courier service, two Business Days after being delivered to such courier; and (d) if

sent by email, when sent, provided that (i) the subject line of such email states that it is a notice delivered pursuant

to this Agreement and (ii) the sender of such email does not receive a written notification of delivery failure. All notices and

other communications hereunder shall be delivered to the address or email address set forth beneath the name of such party below (or

to such other address or email address as such party shall have specified in a written notice given to the other parties hereto):

if to Parent, Merger Sub I, Merger Sub

II, Bidco or New Wildlife:

The Real Brokerage Inc.

701 Brickell Avenue, 17th Floor

Miami, Florida 33131

Attention:              [Intentionally Omitted]

Email:                      [Intentionally

Omitted]

with a copy (which shall not constitute

notice) to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attention:              David K. Boston

Sean M. Ewen

Andrew C. Marmer

Email:                      dboston@willkie.com

Sewen@willkie.com

AMarmer@willkie.com

and to:

Gowling WLG (Canada) LLP

Suite 1600, 1 First Canadian Place

100 King Street West

Toronto ON M5X 1G5

Canada

Attention:              Jason

A. Saltzman; Kathleen Ritchie

Email:                      Jason.saltzman@gowlingwlg.com;

kathleen.ritchie@gowlingwlg.com

106

if to the Company:

RE/MAX Holdings, Inc.

5075 S. Syracuse Street

Denver, Colorado 80237

Attention:              [Intentionally Omitted]

Email:                      [Intentionally

Omitted]

with a copy (which shall not constitute

notice) to:

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105

Attention: Gavin Grover; Michael O’Bryan; Joseph Sulzbach

Email: ggrover@mofo.com; mobryan@mofo.com; jsulzbach@mofo.com

and to:

McCarthy Tétrault LLP

1000 De La Gauchetière Street West

Suite MZ400

Montreal, QC H3B 0A2

Canada

Attention: Patrick Shea; Fraser Bourne

Email: pshea@mccarthy.ca; fbourne@mccarthy.ca

8.10        Severability.

Any term or provision of this

Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the

remaining terms and provisions of this Agreement or the validity or enforceability of the invalid or unenforceable term or provision

in any other situation or in any other jurisdiction. If a final judgment of a court of competent jurisdiction declares that any term

or provision of this Agreement is invalid or unenforceable, the parties hereto agree to replace such invalid or unenforceable term or

provision with a valid and enforceable term or provision that will achieve, to the extent possible, the economic, business and other

purposes of such invalid or unenforceable term or provision. In the event that the parties are unable to agree to such replacement, the

parties agree that the court making the determination referred to above shall have the power to limit such term or provision, to delete

specific words or phrases or to replace such term or provision with a term or provision that is valid and enforceable and that comes

closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be valid and enforceable

as so modified.

107

8.11        Remedies.

The parties acknowledge and

agree that irreparable damage would occur in the event any of the provisions of this Agreement required to be performed by any of the

parties were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available,

would not be an adequate remedy therefor. Accordingly, in the event of any breach by any party of any covenant or obligation contained

in this Agreement, any non-breaching party shall be entitled to obtain, without proof of actual damages (and in addition to any other

remedy to which such non-breaching party may be entitled at law or in equity): (a) a decree or order of specific performance to

enforce the observance and performance of such covenant or obligation; and (b) an injunction restraining such breach or threatened

breach. Each of the parties hereby waives any requirement for the securing or posting of any bond in connection with any such remedy.

The parties further agree not to assert that (a) a remedy of specific performance or an injunction is unenforceable, invalid, contrary

to law or inequitable for any reason or (b) a remedy of monetary damages would provide an adequate remedy.

8.12        Construction.

(a)           For

purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine

gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter

gender shall include masculine and feminine genders.

(b)           The

parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not

be applied in the construction or interpretation of this Agreement.

used in this Agreement, the words “include,” “including” and variations thereof, shall not be deemed to be terms

of limitation, but rather shall be deemed to be followed by the words “without limitation.” All references in this Agreement

to “dollars” or “$” shall mean United States Dollars. The phrase “to the extent” means the degree

to which a subject or other thing extends, and does not simply mean “if.”

(d)           Unless

otherwise indicated or the context otherwise requires: (i) any definition of or reference to any agreement, instrument or other

document or any Legal Requirement in this Agreement shall be construed as referring to such agreement, instrument or other document or

Legal Requirement as from time to time amended, supplemented or otherwise modified; (ii) any reference in this Agreement to any

Person shall be construed to include such Person’s successors and assigns; (iii) all references to “Sections,”

“Schedules” and “Exhibits” in this Agreement or in any Schedule or Exhibit to this Agreement are intended

to refer to sections of this Agreement and Schedules and Exhibits to this Agreement, respectively; (iv) the words “herein,”

“hereof,” “hereunder” and words of similar import, shall be construed to refer to this Agreement in its entirety

and not to any particular provision of this Agreement; and (v) any statute defined or referred to in this Agreement shall include

all rules and regulations promulgated thereunder.

(e)           The

headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall

not be referred to in connection with the construction or interpretation of this Agreement.

108

8.13        Financing

Provisions.

Notwithstanding anything in

this Agreement to the contrary, the Company, on behalf of itself, its Subsidiaries and each of its controlled Affiliates, hereby: (a) agrees

that any legal action, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources,

arising out of or relating to, this Agreement or the Financing or any of the transactions contemplated hereby or thereby or the performance

of any services thereunder, as applicable, shall be subject to the exclusive jurisdiction of any federal or state court in the Borough

of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto

irrevocably submits itself and its property with respect to any such legal action to the exclusive jurisdiction of such court, (b) agrees

that any such legal action shall be governed by the laws of the State of New York (without giving effect to any conflicts of law principles

that would result in the application of the laws of another state), except as otherwise provided in any agreement relating to the Financing

and except to the extent relating to the interpretation of any provisions in this Agreement (including any provision in the Debt Commitment

Letter or in any definitive documentation related to the Financing that expressly specifies that the interpretation of such provisions

shall be governed by and construed in accordance with the law of the State of Delaware), (c) knowingly, intentionally and voluntarily

waives to the fullest extent permitted by applicable Legal Requirements trial by jury in any such legal action brought against the Debt

Financing Sources in any way arising out of or relating to, this Agreement or the Financing, (d) agrees that none of the Debt Financing

Sources shall have any liability to the Company or any of its Subsidiaries or any of their respective controlled Affiliates or representatives

relating to or arising out of this Agreement or the Financing (subject to the last sentence of this Section 8.13), and (e) agrees

that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of Section 8.1,

Section 8.5(b), Section 8.8(a) and this Section 8.13 and that Section 8.1, Section 8.5(b),

Section 8.8(a) and this Section 8.13 may not be amended in a manner adverse to the Debt Financing Sources

without the written consent of the Debt Financing Sources (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding

the foregoing, nothing in this Section 8.13 shall in any way limit or modify the rights and obligations of Parent under this

Agreement, or any Debt Financing Source’s obligations under the Debt Commitment Letter, or the rights of Parent and its Subsidiaries

against the Debt Financing Sources with respect to the Financing or any of the transactions contemplated thereby or any services thereunder

following the Closing Date.

[Remainder of page intentionally left blank]

109

The

parties have caused this Agreement to be duly executed as of the date first above written.

The

Real Brokerage inc.

By: /s/

Tamir Poleg

Name: Tamir

Poleg

Title: Chief

Executive Officer

Rome

Wildlife, Inc.

By: /s/

Tamir Poleg

Name: Tamir

Poleg

Title: Chief

Executive Officer

Wildlife

Acquisition I Corp.

By: /s/

Tamir Poleg

Name: Tamir

Poleg

Title: Chief

Executive Officer

Wildlife

Acquisition II LLC

By: /s/

Tamir Poleg

Name: Tamir

Poleg

Title: Chief

Executive Officer

1587802

B.C. Unlimited Liability Company

By: /s/

Alexandra Lumpkin

Name: Alexandra

Lumpkin

Title: Chief

Legal Officer

[Signature Page to

Arrangement Agreement and Plan of Merger]

The parties have caused this Agreement to be duly

executed as of the date first above written.

RE/MAX

Holdings, Inc.

By: /s/

Susan Winders

Name: Susan

Winders

Title: Chief

Legal Officer and Chief Compliance Officer

[Signature Page to Arrangement Agreement

and Plan of Merger]

Exhibit A

Certain

Definitions

For purposes of this Agreement

(including this Exhibit A):

“Acceptable Confidentiality

Agreement” with respect to either the Company or Parent, means a confidentiality agreement that contains confidentiality and

use provisions that are no less favorable in any material respect to the Company or Parent, as applicable, than the confidentiality and

use provisions in the Confidentiality Agreement (it being understood that, notwithstanding anything in this Agreement to the contrary,

an Acceptable Confidentiality Agreement shall not be required to contain any standstill or similar provisions or otherwise prohibit the

making or amendment of any Acquisition Proposal).

“Acquired Company”

means: (a) the Company; and (b) each Subsidiary of the Company.

“Acquisition Agreement”

has the meaning assigned to such term in Section 4.3(b)(iii) of this Agreement.

“Acquisition Proposal”

means, with respect to Parent or the Company, as applicable, other than the Contemplated Transactions and the Rhino Merger, any proposal

or offer made by any third party or group (as defined in Section 13(d)(3) of the Exchange Act) (i) to purchase or otherwise

acquire, directly or indirectly, in one transaction or a series of related transactions, (A) beneficial ownership (as defined under

Section 13(d) of the Exchange Act) of shares representing twenty percent (20%) or more of the voting power of the Parent Common

Shares or Company Common Stock pursuant to a merger, consolidation, plan of arrangement or other business combination, sale of shares

of capital stock, tender offer, exchange offer or similar transaction; or (B) any one or more assets or businesses of the Parent

Entities or the Acquired Companies, as applicable, that generated twenty percent (20%) or more of the consolidated revenues or net income

of the Parent Entities or the Acquired Companies, taken as a whole, during the twelve month period ended December 31, 2025 or that

constitute twenty percent (20%) or more of the assets of the Parent Entities or the Acquired Companies, taken as a whole, as the date

hereof; (ii) to issue, sell or dispose, directly or indirectly, securities (or options, rights, or warrants to purchase, or securities

convertible into or exchangeable for, such securities) representing twenty percent (20%) or more of the voting power of Parent or the

Company, as applicable; or (iii) any combination of the foregoing.

“Affiliate”

of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is

under common control with, such first Person. For purposes of this definition and this Agreement, the term “control” (and

correlative terms) means the power, whether by contract, equity ownership or otherwise, to direct the policies or management of a Person;

provided, however, that for the purposes of this Agreement, with respect to the Company, none of Rhino, any Franchisee,

or any agent of a Franchisee shall be deemed to be a “Affiliate” of the Company.

“Aggregate Cash

Election Amount” means the product of (i) the number of Cash Electing Shares multiplied by (ii) the Per Share

Cash Price.

“Agreement”

has the meaning assigned to such term in the preamble to this Agreement.

“Alternative Debt

Commitments” has the meaning assigned to such term in Section 5.22(d) of this Agreement.

A-1

“Alternative Debt

Financing Election” has the meaning assigned to such term in Section 5.22(d) of this Agreement.

“Alternative Debt

Financing Event” shall be deemed to have occurred once Parent notifies the Company in writing that it or New Wildlife intends

to obtain Alternative Debt Commitments (including the reasonably detailed terms and provisions thereof).

“Alternative Financing”

has the meaning assigned to such term in Section 5.22(c) of this Agreement.

“AML Laws”

has the meaning assigned to such term in Section 2.12(c) of this Agreement.

“Anti-Corruption

Laws” has the meaning assigned to such term in Section 2.12(a) of this Agreement.

“Applicable Jurisdictions”

has the meaning assigned to such term in Section 6.1(f) of this Agreement.

“Arrangement”

means an arrangement under Part 9, Division 5 of the BCBCA in accordance with the terms and subject to the conditions set out in

the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with its terms, the terms

of this Agreement or made at the direction of the Court in the Final Order with the prior written consent of Parent and the Company,

each acting reasonably.

“Arrangement Consideration”

has the meaning set forth under the Plan of Arrangement.

“Arrangement Court”

means the Supreme Court of British Columbia.

“Arrangement Effective

Time” has the meaning assigned to such term in the Plan of Arrangement.

“Arrangement Resolution”

means the special resolution approving the Plan of Arrangement to be considered at the Parent Shareholders’ Meeting by holders

of Parent Securities, substantially in the form and content set forth in Exhibit F.

“Available Maximum

Aggregate Cash Amount” means $80,000,000.

“Available Minimum

Aggregate Cash Amount” means $60,000,000.

“BCBCA”

means the Business Corporations Act (British Columbia).

“Bidco”

has the meaning assigned to such term in the preamble to this Agreement.

“Burdensome Condition”

has the meaning assigned to such term in Section 5.11(c) of this Agreement.

“Business Day”

means any day other than a Saturday, a Sunday or a day on which banking institutions in Denver, Colorado, Miami, Florida or Vancouver,

British Columbia are authorized or obligated by law or executive order to close.

“Canadian Securities

Laws” means the Securities Act (Ontario) and any other applicable Canadian provincial and territorial securities laws,

and rules, regulations and published policies thereunder.

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“Canadian Securities

Regulators” means the Ontario Securities Commission and any other applicable securities commission or securities regulatory

authority of a province or territory of Canada.

“Capitalization

Date” has the meaning assigned to such term in Section 2.2(a) of this Agreement.

“Cash Electing Shares”

has the meaning assigned to such term in Section 1.7(a)(i)(B) of this Agreement.

“Cash Election”

has the meaning assigned to such term in Section 1.7(a)(i)(B) of this Agreement.

“Cash Election Consideration”

has the meaning assigned to such term in Section 1.7(a)(i)(B) of this Agreement.

“Certificate”

has the meaning assigned to such term in Section 1.7(d) of this Agreement.

“Change in Company

Recommendation” has the meaning assigned to such term in Section 4.3(b)(iii) of this Agreement.

“Change in Parent

Recommendation” has the meaning assigned to such term in Section 4.3(b)(iv) of this Agreement.

“Chosen Court”

means: (a) if the federal courts have exclusive jurisdiction over the matters at issue in any action, suit or other Legal Proceeding

described in Section 8.5(a) of this Agreement, the United States District Court for the District of Delaware; or (b) if

the federal courts do not have exclusive jurisdiction over the matters at issue in any action, suit or other Legal Proceeding described

in Section 8.5(a) of this Agreement, the Court of Chancery of the State of Delaware in and for New Castle County, Delaware;

provided, that, in the case of this clause (b) only, (i) if the Court of Chancery of the State of Delaware does not

have jurisdiction over such matters, then the Chosen Court shall be the Superior Court of the State of Delaware in and for New Castle

County, Delaware; and (ii) if the Superior Court of the State of Delaware does not have jurisdiction over such matters, then the

Chosen Court shall be the United States District Court for the District of Delaware.

“CIC Plan”

has the meaning assigned to such term in Section 5.9(c) of this Agreement.

“Clean Team Agreement”

means that certain Clean Team Confidentiality Agreement dated as of March 18, 2026, by and between Parent and the Company.

“Closing”

has the meaning assigned to such term in Section 1.5 of this Agreement.

“Closing Date”

has the meaning assigned to such term in Section 1.5 of this Agreement.

“Code”

means the Internal Revenue Code of 1986, as amended.

“Company”

has the meaning assigned to such term in the preamble to this Agreement.

“Company 401(k) Plan”

has the meaning assigned to such term in Section 5.9(g) of this Agreement.

“Company Associate”

means any current or former employee, Contract Worker, advisor, officer, member of the board of directors or managers (or similar body)

or other individual service provider of or to any of the Acquired Companies.

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“Company Balance

Sheet” means the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31,

2025 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with

the SEC on February 19, 2026.

“Company Board”

means the board of directors of the Company.

“Company Board Recommendation”

has the meaning assigned to such term in Section 4.3(b)(iii) of this Agreement.

“Company Class A

Common Stock” means the Class A common stock, $0.0001 par value per share, of the Company.

“Company Class B

Common Stock” means the Company Series B Common Stock and Company Series B-1 Common Stock.

“Company Common

Stock” means the Company Class A Common Stock and Company Class B Common Stock.

“Company Contributor”

has the meaning assigned to such term in Section 2.16(f) of this Agreement.

“Company Credit

Agreement” shall mean that certain Second Amended and Restated Credit Agreement, dated as of July 21, 2021, by and among

certain of the Company’s Subsidiaries party thereto, the several banks and other financial institutions or entities from time to

time parties thereto, as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, as amended, restated, amended and restated,

supplemented or otherwise modified from time to time.

“Company Disclosure

Schedule” means the disclosure schedule that has been prepared by the Company in accordance with the requirements of Section 8.6

of this Agreement and has been delivered by the Company to Parent on the date of this Agreement.

“Company Equity

Award” means any Company Option, Company RSU or Company PSU.

“Company Equity

Plans” means the 2023 Omnibus Incentive Plan, any Company Equity Award granted under as an “inducement” award under

applicable New York Stock Exchange rules and regulations that are subject to its terms, and 2013 Omnibus Incentive Plan.

“Company Governing

Documents” has the meaning assigned to such term in Section 2.1(a) of this Agreement.

“Company Intellectual

Property” has the meaning assigned to such term in Section 2.16(a) of this Agreement.

“Company Option”

means an option to purchase shares of Company Common Stock from the Company (whether granted by the Company pursuant to the Company Equity

Plans, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted).

“Company Owned IP”

means all Intellectual Property owned or purported to be owned by the Company or its Subsidiaries.

“Company Permits”

has the meaning assigned to such term in Section 2.9(b) of this Agreement.

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“Company Plan”

means each material Plan that is maintained, sponsored or contributed to or required to be contributed to by any of the Acquired Companies

or any Affiliate of any Acquired Company or any ERISA Affiliate primarily for the benefit of or relating to any Company Associate providing

services in the United States or Canada or the beneficiaries or dependents of any such individuals with respect to which any Acquired

Company has any Liability, excluding any employee benefit plan established pursuant to applicable Legal Requirements that are maintained

by a Governmental Body, including the Canada Pension Plan, Employment Insurance and workers’ compensation insurance.

“Company Preferred

Stock” has the meaning assigned to such term in Section 2.2(a) of this Agreement.

“Company PSUs”

means a restricted stock unit representing the right to vest in and be issued shares of Company Common Stock by the Company, whether

granted by the Company pursuant to the Company Equity Plans, assumed by the Company in connection with any merger, acquisition or similar

transaction or otherwise issued or granted and whether vested or unvested, which right vests based on achievement of performance targets,

including performance targets related to the price of Company Common Stock on a relative or absolute basis.

“Company Real Property

Leases” has the meaning assigned to such term in Section 2.18(a) of this Agreement.

“Company Registered

IP” has the meaning assigned to such term in Section 2.16(a) of this Agreement.

“Company RSUs”

means a restricted stock unit representing the right to vest in and be issued shares of Company Common Stock by the Company, whether

granted by the Company pursuant to the Company Equity Plans, assumed by the Company in connection with any merger, acquisition or similar

transaction or otherwise issued or granted and whether vested or unvested, which right vests solely based on continued service to the

Company or an Affiliate of the Company, including units that settle on a deferred basis.

“Company SEC Reports”

has the meaning assigned to such term in Section 2.5(a) of this Agreement.

“Company Series B

Common Stock” means the Series B common stock, $0.0001 par value per share, of the Company.

“Company Series B-1

Common Stock” means the Series B-1 common stock, $0.0001 par value per share, of the Company.

“Company Stockholders’

Meeting” has the meaning assigned to such term in Section 5.2(a) of this Agreement, including any adjournment

or postponement thereof.

“Company Tax Counsel”

has the meaning assigned to such term in Section 6.3(e) of this Agreement.

“Company Termination

Fee” means an amount equal to $25,000,000.

“Competition Act”

means the Competition Act (Canada), R.S.C., 1985, c. C-34, as amended.

“Compliant”

means, with respect to the Required Financial Information, that such Required Financial Information, taken as a whole, does not contain

any untrue statement of a material fact or omit to state any material fact necessary in order to make such Required Financial Information

not misleading, in light of the circumstances under which the statements contained in such required information were made and that any

audits have not been withdrawn.

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“Confidentiality

Agreement” that certain Confidentiality Agreement, dated as of January 26, 2026, between Parent and the Company.

“Consent”

has the meaning assigned to such term in Section 5.11(b) of this Agreement.

“Contemplated Transactions”

means all actions and transactions contemplated by this Agreement, including the Mergers and the Arrangement.

“Continuation Period”

has the meaning assigned to such term in Section 5.9(b) of this Agreement.

Continuing Employee”

has the meaning assigned to such term in Section 5.9(b) of this Agreement.

“Contract”

means any legally binding written agreement, contract, lease, binding understanding, instrument, note, option, warranty, license, sublicense,

insurance policy, or legally binding commitment or undertaking, whether express or implied.

“Contract Worker”

means any independent contractor, consultant or retired person or service provider who is or was hired, retained, employed or used by

any of the Acquired Companies and who is not: (a) classified by an Acquired Company as an employee; or (b) compensated by an

Acquired Company through wages reported on a form W-2.

“Converted Option”

has the meaning assigned to such term in Section 5.7(a) of this Agreement.

“Converted PSU”

has the meaning assigned to such term in Section 5.7(d) of this Agreement.

“Converted RSU”

has the meaning assigned to such term in Section 5.7(b) of this Agreement.

“Covered Insiders”

has the meaning assigned to such term in Section 5.15 of this Agreement.

“Debt Commitment

Letter” has the meaning assigned to such term in Section 3.22(a) of this Agreement.

“Debt Financing

Sources” means, collectively, the Persons that have committed to provide and have otherwise entered into agreements in connection

with the Financing or any Alternative Financing, including financing pursuant to any Alternative Debt Commitments, and any other lender,

arranger, bookrunner or agent under the Financing or any Alternative Financing, including financing pursuant to any Alternative Debt

Commitments, including the parties to any joinder agreements, credit agreements or other definitive financing documents entered into

pursuant to or in connection with the Financing or any Alternative Financing, including financing pursuant to any Alternative Debt Commitments,

their respective Affiliates and their and their Affiliates’ respective officers, directors, incorporators, managers, members, employees,

agents, advisors, partners, controlling parties, representatives, successors and permitted assigns.

“Definitive Agreements”

has the meaning assigned to such term in Section 5.22(a) of this Agreement.

“DGCL”

has the meaning assigned to such term in the recitals to this Agreement.

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“Dissent Rights”

means the dissent rights exercisable by holders of Parent Common Shares in respect of the Arrangement as described in the Plan of Arrangement.

“Dissenting Shares”

has the meaning assigned to such term in Section 1.15(b) of this Agreement.

“DLLCA”

has the meaning assigned to such term in the recitals to this Agreement.

“DOL”

means the United States Department of Labor.

“DTC”

has the meaning assigned to such term in Section 1.9(d) of this Agreement.

“EDGAR”

has the meaning assigned to such term in Section 2 of this Agreement.

“Election”

has the meaning assigned to such term in Section 1.8(b)(i) of this Agreement.

“Election Deadline”

has the meaning assigned to such term in Section 1.8(b)(iv) of this Agreement.

“Election Period”

has the meaning assigned to such term in Section 1.8(b)(ii) of this Agreement.

“Encumbrance”

means any lien (statutory or other), pledge or other deposit arrangement, hypothecation, charge, mortgage, deed of trust, easement, encroachment,

imperfection of title, title exception, title defect, title retention, right of possession, lease, tenancy license, security interest,

security arrangement or security agreement, executory seizure, attachment, garnishment, encumbrance (including any exception, reservation

or limitation, right of way, and the like), conditional sale, option to purchase, right of first refusal, preemptive right, or other

encumbrance or security interest of any nature (including any restriction on the voting of any security, any restriction on the transfer

of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any

asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset), in each case excluding

any non-exclusive licenses or other non-exclusive rights in, to or under Intellectual Property granted in the ordinary course of business

consistent with past practice.

“End Date”

has the meaning assigned to such term in Section 7.1(b) of this Agreement.

“Enforceability

Limitations” has the meaning assigned to such term in Section 2.3(b) of this Agreement.

“Entity”

means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership,

joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm,

society or other enterprise, association, organization or entity.

“ERISA”

means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate”

means any Person under common control with any of the Acquired Companies within the meaning of Sections 414(b), (c), (m) and (o) of

the Code, and the regulations thereunder.

“Exchange”

has the meaning assigned to such term in the recitals to this Agreement.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Exchange Agent”

has the meaning assigned to such term in Section 1.9(a) of this Agreement.

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“Exchange Fund”

has the meaning assigned to such term in Section 1.9(a) of this Agreement.

“Excluded Information”

means any (a) financial statements of the Company or its Subsidiaries other than the Required Financial Information; (b) description

of all or any component of the Financing; (c) pro forma financial statements or adjustments or projections (including information

regarding any post-Closing pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments),

it being understood that Parent or New Wildlife, and not the Company or its Subsidiaries or their respective Representatives, will be

responsible for the preparation of the pro forma financial statements and any other pro forma information, including any pro forma adjustments;

and (d) other information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, any ‘Compensation

Discussion and Analysis’ required by Item 402(b) of Regulation S-K, any information required by Items 10 through 14 of Form 10-K

or any other information customarily excluded from an offering memorandum for private placements of non-convertible high-yield bonds

pursuant to Rule 144A.

“Excluded Shares”

has the meaning assigned to such term in Section 1.7(a)(i) of this Agreement.

“Existing Insurance

Policies” has the meaning assigned to such term in Section 5.10(c) of this Agreement.

“Export Control

Law” means any applicable Legal Requirement regulating or restricting exports or imports, including any export control Legal

Requirement (e.g., the U.S. International Traffic in Arms Regulations, the U.S. Export Administration Regulations, the Export and

Import Permits Act (Canada) or any other similar Legal Requirements of other jurisdictions) or customs Legal Requirement.

“FDD”

means a franchise disclosure document prepared in accordance with the FTC Rule, or other Franchise Law, and used by any Franchisor, and

provided to any prospective Franchisee in connection with the offer or sale of Franchises.

“Final Order”

means the final order of the Arrangement Court, in a form and substance acceptable to Parent and the Company, each acting reasonably,

after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement

pursuant to Section 291 of the BCBCA, as such order may be amended, supplemented, modified or varied by the Arrangement Court (with

the consent of both Parent and the Company, each acting reasonably) at any time prior to the Closing Date or, if appealed, then, unless

such appeal is withdrawn or denied, as such order may be affirmed or amended (provided that any such amendment is satisfactory to both

Parent and the Company, each acting reasonably) on appeal.

“Financing”

has the meaning assigned to such term in Section 3.22(a) of this Agreement.

“Financing Amount”

has the meaning assigned to such term in Section 3.22(c) of this Agreement.

“First Merger”

has the meaning assigned to such term in the recitals to this Agreement.

“First Merger Effective

Time” has the meaning assigned to such term in Section 1.5 of this Agreement.

“First Step Surviving

Company” has the meaning assigned to such term in Section 1.3 of this Agreement.

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“Foreign Company

Plan” means each Plan that is maintained, sponsored, contributed to, or required to be contributed to, by any Acquired Company

or any ERISA Affiliate primarily for the benefit of or relating to any Company Associates outside of the United States and Canada.

“Foreign Investment

Law” means any Legal Requirement that provides for foreign investment screening or national security and/or public order reviews

in connection with the acquisition of any interests in or assets of a business or Entity.

“Foreign Parent

Plan” means each Plan that is maintained, sponsored, contributed to, or required to be contributed to, by any Parent Entity

or any of its ERISA Affiliate primarily for the benefit of or relating to any Parent Associates outside of the United States and Canada.

“Form of Election”

has the meaning assigned to such term in Section 1.8(b)(ii) of this Agreement.

“Franchise”

means any commercial business arrangement of any of the Franchise Systems that is defined as a “franchise” under the FTC

Rule or any applicable Legal Requirements and that is owned or operated pursuant to a Franchise Agreement with a Franchisor.

“Franchise Agreement”

means any currently effective Contract pursuant to which a Franchisor grants or has granted any Person the right, option or license (whether

or not subject to certain qualifications or conditions) to establish, develop, own, acquire or operate a Franchise Business using any

Franchise System, brand, trademark, service mark, trade name, proprietary system or other Intellectual Property of such granting Person,

whether for a specified location, area, or territory, and including any franchise agreements, license agreements, area development agreements,

multi-unit license or franchise agreements, master license or franchise agreements, area representative agreements, or similar Contract

granting the right or option to develop, operate or acquire a Franchise in any location, area or territory.

“Franchise Business”

means a business to which a Person has been granted the right to operate pursuant to a Franchise Agreement with a Franchisor with respect

to one or more of the Franchise Systems.

“Franchise Laws”

means the FTC Rule and any other Legal Requirements (including the laws of any state in the United States, the federal laws of the

United States, the laws of any province in Canada, the federal laws of Canada, and any national, state, provincial, or local Governmental

Body) governing the Acquired Companies’ offer and sale of Franchises, business opportunities, seller-assisted marketing plans or

similar arrangements, or governing the relationship of the parties to a Franchise arrangement, including in the areas of terminating,

failing to renew, and transferring that arrangement or agreement.

“Franchise System”

means the “REMAX” and “Motto Mortgage” franchise systems.

“Franchisee”

means a Person that is a party to a Franchise Agreement with a Franchisor.

“Franchisor”

means an Acquired Company that owns, or has the rights to use and license others to use, a Franchise System, and grants Franchises for

such Franchise Systems.

“fraud”

has the meaning assigned to such term in Section 7.2 of this Agreement.

“FTC Rule”

means the U.S. Federal Trade Commission regulation rule entitled “Disclosure Requirements and Prohibitions Concerning Franchising,”

16 C.F.R. Part 436.1 et seq, as amended.

“GAAP”

means generally accepted accounting principles in the United States.

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“Governmental Authorization”

means: (a) any permit, license, certificate, franchise, permission, variance, clearance, registration, qualification or authorization

issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement,

including the expiration of the waiting period under the HSR Act, any required approval or clearance of any Governmental Body pursuant

to any applicable foreign Legal Requirement relating to antitrust or competition matters and any required approval or clearance of any

Governmental Body pursuant to any Foreign Investment Law; or (b) any right under any Contract with any Governmental Body.

“Governmental Body”

means: (a) any multinational or supranational body exercising legislative, judicial or regulatory powers; (b) any nation, state,

commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (c) any federal, state, provincial,

local, municipal, foreign or other government; (d) any instrumentality, subdivision, department, ministry, board, bureau, commissioner,

court, administrative agency or commission, or other governmental entity, authority or instrumentality or political subdivision thereof;

or (e) any quasi-governmental, professional association or organization or private body exercising any executive, legislative, judicial,

regulatory, taxing, importing or other governmental functions or any stock exchange or self-regulatory organization.

“Grant Date”

has the meaning assigned to such term in Section 2.2(b) of this Agreement.

“GST/HST”

has the meaning assigned to such term in Section 3.16(p) of this Agreement.

“Holder”

has the meaning assigned to such term in Section 1.8(b)(i) of this Agreement.

“HSR Act”

means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Indemnification

Documents” has the meaning assigned to such term in Section 5.10(a) of this Agreement.

“Indemnified Persons”

has the meaning assigned to such term in Section 5.10(a) of this Agreement.

“Information Privacy

and Security Laws” means all applicable Legal Requirements relating to the privacy, security and processing, including cross-border

transfer, of Personal Data, general consumer protection laws as applied in the context of data privacy, data breach notification, electronic

communication, telephone and text message communications, marketing by email or other channels, and all regulations promulgated by Governmental

Bodies thereunder.

“Information Privacy

and Security Requirements” means (i) Information Privacy and Security Laws; (ii) all externally published and posted

policies, procedures, agreements and notices relating to the collection, use, storage, disclosure, destruction, processing or cross-border

transfer of Personal Data; (iii) any Contracts and/or binding codes of conduct relating to the collection, use, storage, disclosure,

destruction, processing or cross-border transfer of Personal Data; and (iv) applicable standards published by the Payment Card Industry

Security Standards Council.

“Intellectual Property”

means any and all proprietary, industrial and intellectual property rights, whether registered or unregistered, under the applicable

Legal Requirements of any jurisdiction throughout the world or rights under international treaties, both statutory and common law rights,

including: (a) rights in inventions, industrial designs, patents and applications for same, and extensions, divisions, continuations,

continuations-in-part, reexaminations, revisions, renewals, substitutes, and reissues thereof; (b) trademarks, service marks, certification

marks, collective marks, brand names, d/b/a’s, trade names, slogans, symbols, logos, trade dress and other identifiers of source,

and registrations and applications for registrations thereof and renewals of the same (including all common law rights and goodwill associated

with the foregoing and symbolized thereby); (c) published and unpublished works of authorship, whether copyrightable or not, copyrights

therein and thereto, together with all common law and moral rights therein, rights in software, database rights, and registrations and

applications for registration of the foregoing, and all renewals, extensions, restorations and reversions thereof; (d) trade secrets,

know-how, and other rights in confidential or proprietary information, including designs, formulations, algorithms, concepts, compilations

of information, methods, techniques, procedures, and processes, whether or not patentable; (e) Internet domain names and URLs and

rights in social media handles; (f) any tangible embodiments of the foregoing; and (g) all other similar or equivalent intellectual

property, industrial or proprietary rights.

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“Interim Order”

means the interim order of the Arrangement Court to be issued following the application therefor submitted to the Arrangement Court,

in a form and substance acceptable to Parent and the Company, each acting reasonably, providing for, among other things, the calling

and holding of the Parent Shareholders’ Meeting, as such order may be amended, supplemented, modified or varied by the Arrangement

Court with the consent of Parent and the Company, each acting reasonably.

“Intervening Event”

has the meaning assigned to such term in Section 4.3(c) of this Agreement.

“IRS”

means the United States Internal Revenue Service.

“IT System”

means any Software, hardware, network or information technology or computer systems, including any server, workstation, network, router,

hub, switch, data line, database, firewall, desktop application, server-based application, mobile application, or cloud service.

“JP Morgan”

has the meaning assigned to such term in Section 2.22 of this Agreement.

“knowing and intentional

breach” has the meaning assigned to such term in Section 7.2 of this Agreement.

An Entity shall be deemed

to have “Knowledge” of a fact or other matter if (a) with respect to the Company, any individual listed in Section 1.1

of the Company Disclosure Schedule has actual knowledge of such fact or other matter, or (b) with respect to Parent, any individual

listed in Section 1.1 of the Parent Disclosure Schedule has actual knowledge of such fact or other matter, in each case after reasonable

inquiry of such individual’s direct reports.

“Legal Proceeding”

means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative or appellate proceeding),

hearing, or inquiry commenced, brought, conducted or heard by or before, any court or other Governmental Body of competent jurisdiction

or any arbitrator or arbitration panel with binding authority over the relevant parties.

“Legal Requirement”

means any federal, state, provincial, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution,

ordinance, code, edict, decree, rule, regulation, guidance, order, award, ruling or requirement issued, enacted, adopted, promulgated,

implemented or otherwise put into effect by or under the authority of any Governmental Body.

“Liability”

means any debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unmatured, unaccrued, unasserted, contingent,

indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, obligation,

duty or liability would be required to be disclosed on a balance sheet prepared in accordance with GAAP and regardless of whether such

debt, obligation, duty or liability is immediately due and payable.

“Listing”

has the meaning assigned to such term in Section 5.14 of this Agreement.

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“Master Franchise

Agreements” has the meaning assigned to such term in Section 2.19 of this Agreement.

“Material Adverse

Effect on Parent” means any effect, change, development, event or circumstance (“Effect”) that, considered

individually or together with all other Effects, has had or resulted in, or would reasonably be expected to have or result in, a material

adverse effect on the business, financial condition or results of operations of the Parent Entities, taken as a whole; provided,

however, that no Effect to the extent directly or indirectly resulting from, arising out of, attributable to or related to

any of the following shall be deemed to constitute a Material Adverse Effect on Parent and none of the following shall be deemed to be

or constitute a Material Adverse Effect on Parent or be taken into account in determining whether a Material Adverse Effect on Parent

has occurred or would reasonably be expected to occur: (a) economic, financial, regulatory, credit, foreign exchange or capital

market conditions, including interest and exchange rates, tariffs and trade wars, in the United States or in other locations in which

the Parent Entities have operations, and any changes thereto or any U.S. government shutdown; (b) conditions generally affecting

the industries in which the Parent Entities operate, and any changes thereto (including seasonal fluctuations); (c) changes in the

stock price or trading volume of the Parent Common Shares (it being understood, however, that the facts or circumstances giving rise

to any such change in stock price or trading volume that are not otherwise excluded from this definition of “Material Adverse Effect

on Parent” may be taken into account in determining whether a Material Adverse Effect on Parent has occurred or would reasonably

be expected to occur); (d) the failure of Parent to meet internal or securities analysts’ published projections of earnings

or revenues (it being understood, however, that the facts or circumstances giving rise to any such failure that are not otherwise excluded

from this definition of “Material Adverse Effect on Parent” may be taken into account in determining whether a Material Adverse

Effect on Parent has occurred or would reasonably be expected to occur); (e) changes that are effected after the date of this Agreement

in Legal Requirements, or changes that are effected after the date of this Agreement in GAAP or other accounting standards (or the interpretation

thereof); (f) political or geopolitical conditions in the United States or any other country in the world in which the Parent Entities

have operations, or acts of war, sabotage, acts of armed hostility or terrorism (including cyberterrorism) that occur in the United States

or in other locations in which the Parent Entities have operations, or the worsening of such conditions threatened or existing as of

the date hereof, and any changes thereto or responses thereto by a Governmental Body; (g) acts of God, earthquakes, hurricanes,

tsunamis, tornados, floods, mudslides, wild fires or other natural disasters, weather conditions, epidemics, cyberattacks, data breaches,

pandemics or disease outbreaks or other force majeure events, or the worsening of such conditions threatened or existing as of the date

hereof; (h) the negotiation, execution, delivery, announcement or pendency of this Agreement or the anticipated (and actual) consummation

of the Mergers and the Arrangement, and the changes in relationships with or losses of customers, suppliers or other business partners

or employees resulting from the foregoing; (i) any shareholder class action, securities litigation or derivative litigation commenced

against Parent (or the officers or directors or material shareholders of Parent) after the date of this Agreement and arising from or

relating to (A) allegations of breach of fiduciary duty of Parent’s directors relating to their approval of this Agreement

or any transactions in connection herewith, and/or (B) allegations of false or misleading public disclosure by Parent with respect

to this Agreement or any of the foregoing matters in clause (A) and any Legal Proceeding commenced by any Governmental Body under

antitrust or other competition Legal Requirements in relation to the Mergers or any other Contemplated Transactions; (j) any action

or failure to act that is requested by the Company, any action expressly required by this Agreement, or any action expressly prohibited

by this Agreement; or (k) any requirements imposed by any Governmental Body as a condition to obtaining the Governmental Authorizations

or Consents; provided, that with respect to each of the exceptions set forth in clauses (a), (b), (e), (f) and (g), if such

change, development, event or circumstance has had a disproportionate impact on the Parent Entities as compared to other companies in

the industries in which the Parent Entities operate, then only the incremental disproportionate adverse impact of such change, development,

event or circumstance shall be taken into account for the purposes of determining whether a Material Adverse Effect on Parent has occurred

or would reasonably be expected to occur.

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“Material Adverse

Effect on the Company” means any Effect that, considered individually or together with all other Effects, has had or resulted

in, or would reasonably be expected to have or result in, a material adverse effect on the business, financial condition or results of

operations of the Acquired Companies taken as a whole; provided, however, that, no Effect to the extent directly

or indirectly resulting from, arising out of, attributable to or related to any of the following shall be deemed to constitute a Material

Adverse Effect on Company and none of the following shall be deemed to constitute a Material Adverse Effect on the Company or be taken

into account in determining whether a Material Adverse Effect on the Company has occurred or would reasonably be expected to occur: (a) economic,

financial, regulatory, credit, foreign exchange or capital market conditions, including interest and exchange rates, tariffs and trade

wars, in the United States or in other locations in which the Acquired Companies have operations, and any changes thereto or any U.S.

government shutdown; (b) conditions generally affecting the industries in which the Acquired Companies operate, and any changes

thereto (including seasonal fluctuations); (c) changes in the stock price or trading volume of the Company Common Stock (it being

understood, however, that the facts or circumstances giving rise to any such change in stock price or trading volume that are not otherwise

excluded from this definition of “Material Adverse Effect on the Company” may be taken into account in determining whether

a Material Adverse Effect on the Company has occurred or would reasonably be expected to occur); (d) the failure of the Company

to meet internal or securities analysts’ published projections of earnings or revenues (it being understood, however, that the

facts or circumstances giving rise to any such failure that are not otherwise excluded from this definition of “Material Adverse

Effect on the Company” may be taken into account in determining whether a Material Adverse Effect on the Company has occurred or

would reasonably be expected to occur); (e) changes that are effected after the date of this Agreement in Legal Requirements, or

changes that are effected after the date of this Agreement in GAAP or other accounting standards (or the interpretation thereof); (f) political

or geopolitical conditions in the United States or any other country in the world in which the Acquired Companies have operations, or

acts of war, sabotage, acts of armed hostility or terrorism (including cyberterrorism) that occur in the United States or in other locations

in which the Acquired Companies have operations, or the worsening of such conditions threatened or existing as of the date hereof, and

any changes thereto or responses thereto by a Governmental Body; (g) acts of God, earthquakes, hurricanes, tsunamis, tornados, floods,

mudslides, wild fires or other natural disasters, weather conditions, epidemics, cyberattacks, data breaches, pandemics or disease outbreaks

or other force majeure events, or the worsening of such conditions threatened or existing as of the date hereof; (h) the negotiation,

execution, delivery, announcement or pendency of this Agreement or the anticipated (and actual) consummation of the Mergers, the Rhino

Merger or the Arrangement, and the changes in relationships with or losses of customers, suppliers or other business partners or employees

resulting from the foregoing; (i) any (x) stockholder class action, securities litigation or derivative litigation commenced

against the Company or Rhino (or the officers or directors or material stockholders of the Company or Rhino) after the date of this Agreement

and arising from or relating to (A) allegations of breach of fiduciary duty of the Company’s or Rhino’s directors relating

to their approval of this Agreement or the Rhino Merger Agreement or any transactions in connection herewith or therewith, and/or (B) allegations

of false or misleading public disclosure by the Company with respect to this Agreement or any of the foregoing matters in clause (x)(A) above,

and (y) any Legal Proceeding commenced by any Governmental Body under antitrust or other competition Legal Requirements in relation

to the Mergers or any other Contemplated Transactions; (j) any action or failure to act that is requested by Parent, any action

expressly required by this Agreement, or any action expressly prohibited by this Agreement; or (k) any requirements imposed by any

Governmental Body as a condition to obtaining the Governmental Authorizations or Consents; provided, that with respect

to each of the exceptions set forth in clauses (a), (b), (e), (f) and (g), if such change, development, event or circumstance has

had a disproportionate impact on the Acquired Companies as compared to other companies in the industries in which the Acquired Companies

operate, then only the incremental disproportionate adverse impact of such change, development, event or circumstance shall be taken

into account for the purposes of determining whether a Material Adverse Effect on the Company has occurred or would reasonably be expected

to occur.

A-13

“Material Contract”

has the meaning assigned to such term in Section 2.19(a) of this Agreement.

“Maximum Premium”

has the meaning assigned to such term in Section 5.10(c) of this Agreement.

“Merger Consideration”

means the Stock Election Consideration or Cash Election Consideration.

“Merger Sub I”

has the meaning assigned to such term in the preamble to this Agreement.

“Merger Sub I Common

Stock” has the meaning assigned to such term in Section 1.7(b) of this Agreement.

“Merger Sub II”

has the meaning assigned to such term in the preamble to this Agreement.

“Mergers”

has the meaning assigned to such term in the recitals to this Agreement.

“Morgan Stanley”

has the meaning assigned to such term in Section 3.26 of this Agreement.

“Multilateral Instrument

61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of

the Canadian Securities Administrators.

“Nasdaq”

means the Nasdaq Stock Market.

“Nasdaq Rules”

means the rules and regulations of Nasdaq.

“National Instrument

52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings

of the Canadian Securities Administrators.

“New Wildlife”

has the meaning assigned to such term in the preamble to this Agreement.

“New Wildlife 401(k) Plan”

has the meaning assigned to such term in Section 5.9(g) of this Agreement.

“New Wildlife Board”

has the meaning assigned to such term in Section 1.6(g) of this Agreement.

“New Wildlife Common

Stock” means the shares of common stock, par value $0.001 per share, of New Wildlife.

“New Wildlife Consents”

has the meaning assigned to such term in Section 5.19 of this Agreement.

“New Wildlife RSU”

means a restricted stock unit representing the right to vest in and be issued New Wildlife Common Stock by New Wildlife assumed by New

Wildlife in connection with the Mergers, which right vests solely based on continued service to New Wildlife or an Affiliate of New Wildlife,

including units that settle on a deferred basis.

“Non-Election Shares”

means shares of Company Common Stock other than shares as to which a Cash Election or Stock Election has been effectively made and not

revoked or lost pursuant to Section 1.8(b)(vi) of this Agreement.

A-14

“Notice of Recommendation

Change” has the meaning assigned to such term in Section 4.3(b)(v)(C) of this Agreement.

“Notice Period”

has the meaning assigned to such term in Section 4.3(b)(iv) of this Agreement.

“NYSE”

means the New York Stock Exchange.

“NYSE Rules”

means the rules and regulations of the NYSE.

“Open Source Software”

means Software that is licensed, distributed, conveyed or made available under “open source”, “free software”

or similar terms, and any Software distributed or made available under any license that is approved by the Open Source Initiative and

listed at https://www.opensource.org/licenses, including the GPL, LGPL, Mozilla License, Apache License, Common Public License, BSD license

or similar terms.

“Order”

means any order, writ, injunction, judgment or decree.

“OpCo common units”

means the common units of RMCO, LLC.

“Parent”

has the meaning assigned to such term in the preamble to this Agreement.

“Parent Associate”

means any current or former employee, Contract Worker, advisor, officer, member of the board of directors or managers (or similar body)

or other individual service provider of or to any of the Parent Entities.

“Parent Balance

Sheet” means the audited consolidated balance sheet of Parent and its consolidated Subsidiaries as of December 31, 2025

included in Parent’s Annual Report on Form 40-F for the fiscal year ended December 31, 2025, as filed with the SEC on

March 4, 2026.

“Parent Board”

means the board of directors of Parent.

“Parent Board Recommendation”

has the meaning assigned to such term in Section 4.3(b)(iv) of this Agreement.

“Parent Capitalization

Date” has the meaning assigned to such term in Section 3.2(a) of this Agreement.

“Parent Common Shares”

means the common shares, without par value, of Parent.

“Parent Contributor”

has the meaning assigned to such term in Section 3.18(e) of this Agreement.

“Parent Disclosure

Schedule” means the disclosure schedule that has been prepared by Parent in accordance with the requirements of Section 8.6

of this Agreement and has been delivered by Parent to the Company on the date of this Agreement.

“Parent Entity”

means (a) Parent and (b) each Subsidiary of Parent.

“Parent Equity Award”

means any Parent Option or Parent RSU.

“Parent Equity Plans”

means Parent’s 2025 Stock Incentive Plan, Parent’s Amended and Restated Omnibus Incentive Plan, Parent’s Omnibus Incentive

Plan, Parent’s Stock Option Plan and Parent’s Restricted Share Unit Plan.

A-15

“Parent Governing

Documents” has the meaning assigned to such term in Section 3.1(a) of this Agreement.

“Parent Intellectual

Property” has the meaning assigned to such term in Section 3.18(a) of this Agreement.

“Parent Material

Contract” has the meaning assigned to such term in Section 3.21 of this Agreement.

“Parent Option”

means an option to purchase Parent Common Shares from Parent (whether granted by Parent pursuant to the Parent Equity Plans, assumed

by Parent in connection with any merger, acquisition or similar transaction or otherwise issued or granted).

“Parent Owned IP”

means all Intellectual Property owned or purported to be owned by Parent or its Subsidiaries.

“Parent Permit”

has the meaning assigned to such term in Section 3.11(b) of this Agreement.

“Parent Plan”

means each material Plan that is maintained, sponsored or contributed to or required to be contributed to by any of the Parent Entities

or any Affiliate of any Parent Entity or any ERISA Affiliate primarily for the benefit of or relating to any Parent Associate providing

services in the United States and Canada or the beneficiaries or dependents of any such individual, or with respect to which any Parent

Entity has any Liability, excluding any employee benefit plan established pursuant to applicable Legal Requirements that are maintained

by a Governmental Body, including the Canada Pension Plan, Employment Insurance and workers’ compensation insurance.

“Parent Public Reports”

has the meaning assigned to such term in Section 3.7(b) of this Agreement.

“Parent Real Property

Lease” has the meaning assigned to such term in Section 3.20(a) of this Agreement.

“Parent Registered

IP” has the meaning assigned to such term in Section 3.18(a) of this Agreement.

“Parent Regulatory

Termination Fee” means an amount equal to $36,000,000.

“Parent Reimbursement

Obligations” has the meaning assigned to such term in Section 5.23(a)(viii) of this Agreement.

“Parent RSU”

means a restricted stock unit equivalent in value to one Parent Common Share, representing the right, upon vesting, to receive settlement

in the form of Parent Common Shares or cash, whether granted by Parent pursuant to the Parent Equity Plans, assumed by Parent in connection

with any merger, acquisition or similar transaction or otherwise issued or granted and whether vested or unvested, which right vests

solely based on continued service to Parent or an Affiliate of Parent, including units that settle on a deferred basis.

“Parent Securities”

means Parent Common Shares and Parent Equity Awards.

“Parent Shareholders’

Meeting” has the meaning assigned to such term in Section 5.4(a) of this Agreement and includes any adjournment

or postponement thereof.

A-16

“Parent Share Repurchase

Authorization Program” means the Share Repurchase Authorization Program of Parent, effective May 30, 2025.

“Parent Stock Exchange”

means the Nasdaq.

“Parent Tax Counsel”

has the meaning assigned to such term in Section 6.2(e) of this Agreement.

“Parent Termination

Fee” means an amount equal to $31,000,000.

“Payoff Letter”

has the meaning assigned to such term in Section 5.24(a) of this Agreement.

“Per Share Cash

Price” means $13.80.

“Permitted Encumbrance”

means any of the following: (a) Encumbrances for Taxes or other governmental assessments not yet due and payable or that are being

contested in good faith by appropriate proceedings for which reserves have been maintained in accordance with GAAP; (b) Encumbrances

imposed by Legal Requirements, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s

liens and other similar liens arising in the ordinary course of business; (c) pledges or deposits arising in the ordinary course

of business to secure obligations under workers’ compensation laws or similar legislation or to secure public or statutory obligations;

(d) Encumbrances that do not, individually or in the aggregate, materially adversely affect the value of or the present use of such

asset; (e) any pledge, deposit or other lien securing the performance of bids, trade contracts (other than contracts in respect

of indebtedness), leases, surety and appeal bonds, performance bonds and other obligations of a similar nature; (f) Encumbrances

imposed on the underlying fee interest in real property subject to a lease; (g) matters that would be disclosed by an accurate survey

or inspection of the real property; (h) Encumbrances that will be released prior to or as of the Closing; (i) Encumbrances

created by or through, in the case of the Company, any of the Parent Entities; (j) Encumbrances arising under this Agreement, any

ancillary agreements, or as a result of the Contemplated Transactions; and (k) Encumbrances listed on the Company Balance Sheet

or Parent Balance Sheet, as applicable.

“Person”

means any individual, Entity or Governmental Body.

“Personal Data”

means: (a) any information that identifies, or in combination with other information may reasonably identify, is linked to, or relates

to an individual or household, or is reasonably capable of being associated with an individual or household; and (b) any data or

information that qualifies as “personal data,” “personal information,” “personally identifiable information,”

“non-public financial personal information” or any similar term under applicable Information Privacy and Security Requirements.

“Plan”

means: (a) each “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA;

and (b) any other employment, consulting, salary, bonus, commission, other remuneration, stock option, stock purchase or other equity-based

award (whether payable in cash, securities or otherwise), benefit, incentive compensation, profit sharing, savings, pension, retirement

(including early retirement and supplemental retirement), disability, insurance (including life and health insurance), vacation, deferred

compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, redundancy,

retention, change of control, death and disability benefits, hospitalization, medical, life or other insurance, flexible benefits, supplemental

unemployment benefits, and similar fringe, welfare or other employee benefit plan, program, agreement, Contract, policy or binding arrangement

(whether or not in writing).

A-17

“Plan of Arrangement”

means the plan of arrangement of Parent, substantially in the form set out in Exhibit G, subject to any amendments or variations

to such plan made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Arrangement Court in

the Final Order with the prior written consent of Parent and the Company, each acting reasonably.

“Post-Close Bonus

Period” has the meaning assigned to such term in Section 5.9(c) of this Agreement.

“Post-Closing Plans”

has the meaning assigned to such term in Section 5.9(e) of this Agreement.

“Pre-Close Bonus

Period” has the meaning assigned to such term in Section 5.9(c) of this Agreement.

“Pre-Close Bonus”

has the meaning assigned to such term in Section 5.9(c) of this Agreement.

“Pre-Closing Financing

Deliverables” has the meaning assigned to such term in Section 5.23(a)(viii) of this Agreement.

“Pre-Closing Period”

means the period commencing on the date of this Agreement and ending at the earlier of (i) the valid termination of this Agreement

pursuant to Section 7.1 and (ii) the First Merger Effective Time.

“process,”

“processed,” “processes,” or “processing” means any operation or set of operations

performed on data, whether or not by automatic means, such as receipt, collection, access, monitoring, maintenance, creation, recording,

organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, processing, analysis, transfer, transmission,

disclosure, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

“Prohibited Modifications”

has the meaning assigned to such term in Section 5.22(b) of this Agreement.

“Proprietary Software”

means all Software owned or purported to be owned by an Entity or any of its Subsidiaries.

“Proxy Statement/Prospectus”

means collectively the Company’s proxy statement and Parent’s management information circular (together with any amendments

or supplements thereto) relating to the Company Stockholders’ Meeting and the Parent Shareholders’ Meeting, respectively,

which will be used together with a prospectus of New Wildlife with respect to the shares of New Wildlife Common Stock issuable in connection

with the Mergers and the Arrangement (it being understood that such proxy statement, prospectus and management information circular and

any other applicable documentation with respect to the Parent Shareholders’ Meeting may be used as a joint offering document if

the parties agree on that approach).

“Redacted Fee Letter”

means the fee letter referred to in the Debt Commitment Letter (or otherwise executed in connection with the Debt Commitment Letter or

the Definitive Agreements) which may be redacted solely to omit fee existence and/or amounts, “market flex” provisions, “securities

demand” provisions, pricing terms, pricing caps and/or other economic terms and commercially sensitive information, in each case,

in a customary manner; provided, that such redactions do not relate to any terms that could adversely affect the conditionality,

enforceability, availability, termination or aggregate principal amount of the Financing being made available by the Debt Financing Sources

on the Closing Date.

“Registrar”

means the Registrar of Companies appointed pursuant to Section 400 of the BCBCA.

A-18

“Registration Statement”

means the registration statement on Form S-4 (together with any amendments or supplements thereto) pursuant to which the offer and

sale of shares of New Wildlife Common Stock in connection with the Mergers, Rhino Merger and the Arrangement will be registered pursuant

to the Securities Act and in which the Proxy Statement/Prospectus will be included as a prospectus of New Wildlife.

“Regulatory Material

Adverse Effect” means any Remedy, taken together with the circumstances related to such Remedy, that, if carried out, would

reasonably be expected to have or result in a material adverse effect on the business, financial condition or results of operations of

New Wildlife and its Subsidiaries, taken as a whole, after giving effect to the Contemplated Transactions; provided, that, in

determining the existence of a Regulatory Material Adverse Effect, (a) the circumstances described in clauses (a) through (j) of

the definitions of Material Adverse Effect on the Company and Material Adverse Effect on Parent that are unrelated to such Remedy shall

not be taken into account when determining if any such Remedy results in a Regulatory Material Adverse Effect, and (b) for the avoidance

of doubt, the circumstances described in clause (k) of such definitions that are related to such Remedy shall be taken into account

when determining if any such Remedy results in a Regulatory Material Adverse Effect.

“Remedy”

has the meaning assigned to such term in Section 5.11(c) of this Agreement.

“Representatives”

means directors, officers, other employees, agents, attorneys, accountants, advisors and representatives.

“Required Company

Stockholder Vote” has the meaning assigned to such term in Section 2.21 of this Agreement.

“Required Financial

Information” means the financial information of the Company and its Subsidiaries required by paragraph 3 of Exhibit B

to the Debt Commitment Letter or in connection with any Alternative Financing.

“Required Parent

Shareholder Vote” has the meaning assigned to such term in Section 5.3(a)(ii) of this Agreement.

“Residual Shares”

has the meaning assigned to such term in Section 5.7(f) of this Agreement.

“Restraints”

has the meaning assigned to such term in Section 6.1(e) of this Agreement.

“Rhino”

has the meaning assigned to such term in the recitals to this Agreement.

“Rhino Holder”

has the meaning assigned to such term in Section 1.8(b)(i) of this Agreement.

“Rhino Merger”

has the meaning assigned to such term in the recitals to this Agreement.

“Rhino Merger Agreement”

has the meaning assigned to such term in the recitals to this Agreement.

“Sanctioned Country”

means any country or region that is the subject of comprehensive, territorial Sanctions (currently Cuba, Iran, North Korea, and

the Crimea, Donetsk People’s Republic, Luhansk People’s Republic, Kherson, and Zaporizhzhia regions of Ukraine).

“Sanctioned Person”

means any Person that is, or is owned or controlled, directly or indirectly, by, or whose property is deemed under Canadian Sanctions

to be owned by, one or more persons that are: (i) the subject or target of any Sanctions; or (ii) located, organized, or resident

in a Sanctioned Country.

A-19

“Sanctions”

means economic or trade sanctions administered or enforced by the United States Government, including the Department of the Treasury’s

Office of Foreign Assets Control and the U.S. Department of State, the United Nations Security Council, Canada, including Public Safety

Canada and Global Affairs Canada, the European Union, His Majesty’s Treasury, Australia, or other relevant sanctions authority.

“Sarbanes-Oxley

Act” means the Sarbanes-Oxley Act of 2002, as it may be amended from time to time.

“SEC”

means the United States Securities and Exchange Commission.

“Second Merger”

has the meaning assigned to such term in the recitals to this Agreement.

“Second Merger Effective

Time” has the meaning assigned to such term in Section 1.5 of this Agreement.

“Section 16

Information” has the meaning assigned to such term in Section 5.15 of this Agreement.

“Section 409A”

has the meaning assigned to such term in Section 2.10(f) of this Agreement.

“Securities Act”

means the Securities Act of 1933, as amended.

“SEDAR+”

has the meaning assigned to such term in Section 3 of this Agreement.

“Severance Plans”

has the meaning assigned to such term in Section 5.9(c) of this Agreement.

“Share Consolidation”

has the meaning set forth in the Recitals.

“Share Consolidation

Ratio” has the meaning set forth in the Recitals.

“Software”

means, collectively, computer software (including APIs, drivers, scripts, and other code), firmware and other code incorporated or embodied

in hardware devices, data files, source code, object code, and executable code, architecture, schematics, software models and methodologies,

algorithms, data files or records, computerized databases, plugins, libraries, compilers, tools, user interfaces, manuals and all related

specifications and documentation.

“Solvent”

has the meaning assigned to such term in Section 3.17 of this Agreement.

“Specified Acquisition”

has the meaning assigned to such term in Section 5.11(g) of this Agreement.

“Specified New Wildlife

Director” has the meaning assigned to such term in Section 1.6(g) of this Agreement.

“Specified PSU”

means each Company PSU that (i) is vested but not yet settled as of immediately prior to the First Merger Effective Time, or (ii) vests

effective as of the First Merger Effective Time in accordance with its terms.

“Specified RSU”

means each Company RSU that (i) is vested but not yet settled as of immediately prior to the First Merger Effective Time, (ii) is

outstanding as of immediately prior to the First Merger Effective Time and was granted to a non-employee member of the Company Board,

or (iii) vests effective as of the First Merger Effective Time in accordance with its terms.

A-20

“Stock Electing

Share” has the meaning assigned to such term in Section 1.7(a)(i)(A) of this Agreement.

“Stock Election”

has the meaning assigned to such term in Section 1.7(a)(i)(A) of this Agreement.

“Stock Election

Consideration” has the meaning assigned to such term in Section 1.7(a)(i)(A) of this Agreement.

“Stock Election

Exchange Ratio” means 5.150 prior to the Share Consolidation. The Stock Election Exchange Ratio will be adjusted by dividing

5.150 by 10 (reflecting the Share Consolidation Ratio) upon completion of the Share Consolidation pursuant to the Plan of Arrangement,

with such adjustment to be effective prior to the First Merger Effective Time.

An Entity shall be deemed

to be a “Subsidiary” of another Person if such Person directly or indirectly owns or purports to own, beneficially

or of record: (a) an amount of voting securities of other interests in such Entity that is sufficient to enable such Person to elect

at least a majority of the members of such Entity’s board of directors or other governing body; or (b) at least 50% of the

outstanding equity, voting or financial interests in such Entity; provided, however, that for the purposes of this Agreement,

with respect to the Company, Rhino shall not be deemed to be a “Subsidiary” thereof.

“Superior Proposal”

has the meaning assigned to such term in Section 4.3(c) of this Agreement.

“Surviving Company”

has the meaning assigned to such term in Section 1.3 of this Agreement.

“Takeover Statute”

has the meaning assigned to such term in Section 2.20 of this Agreement.

“Tax”

means any federal, state, local, foreign or other tax (including any income, franchise, capital gains, gross receipts, value-added, surtax,

estimated, unemployment, national health insurance, excise, ad valorem, transfer, stamp, sales, use, property, business, withholding

or payroll tax), levy, assessment, tariff, duty (including any customs duty), deficiency or fee, in each case, of a kind in the nature

of a tax, and any related charge or amount imposed with respect thereto (including any fine, penalty or interest), imposed, assessed

or collected by or under the authority of any Governmental Body.

“Tax Return”

means any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form,

election, certificate or other document or information, and any amendment or supplement to any of the foregoing, filed with or submitted

to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection

or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement

relating to any Tax.

“TRA Termination

Agreement” has the meaning assigned to such term in the recitals to this Agreement.

“Uncertificated

Share” has the meaning assigned to such term in Section 1.7(d) of this Agreement.

“Voting and Support

Agreements” means those Voting and Support Agreements in connection with the Mergers and Arrangement substantially in the form

attached hereto as Exhibit C and Exhibit D, as applicable.

A-21

EXHIBIT B

FORM OF RHINO MERGER AGREEMENT

[Intentionally Omitted]

B-1

EXHIBIT C

FORM OF COMPANY VOTING AND SUPPORT AGREEMENT

[Intentionally Omitted]

C-1

EXHIBIT D

FORM OF PARENT VOTING AND SUPPORT AGREEMENT

[Intentionally Omitted]

D-1

EXHIBIT E

FORM OF REGISTRATION RIGHTS AGREEMENT

E-1

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT

(this “Agreement”) is made as of [●], 2026, between Rome Wildlife, Inc., a Delaware corporation (the “Company)

and [•]1 (the “Stockholder”).

In consideration of the mutual

covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties to this Agreement hereby agree as follows:

Section 1.

Definitions. As used herein, the following terms have the following meanings:

“Agreement”

has the meaning set forth in the preamble.

“Capital Stock”

means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock of such corporation

(whether voting or nonvoting and whether common or preferred) including shares of Common Stock and (ii) with respect to any Person that

is not a corporation, individual or governmental entity, any and all partnership, membership, limited liability company or other equity

interests of such Person that confer on the holder thereof the right to receive a share of the profits and losses of, or the distribution

of assets of the issuing Person, including in each case any and all warrants, rights (including conversion and exchange rights) and options

to purchase any of the foregoing.

“Common Stock”

means the Company’s common stock, par value $0.001 per share.

“Company”

has the meaning set forth in the preamble.

“Demand Registrations”

has the meaning set forth in Section 2(a).

“Exchange Act”

means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together with all

rules and regulations promulgated thereunder.

“FINRA” means

the Financial Industry Regulatory Authority.

“Free Writing Prospectus”

means a free-writing prospectus, as defined in Rule 405.

“Holdback Period”

has the meaning set forth in Section 4(a).

“Indemnified Parties”

has the meaning set forth in Section 7(a).

“Joinder”

has the meaning set forth in Section 9.

“Long-Form Registrations”

has the meaning set forth in Section 2(a).

Note to Draft: To include Founder (and, if applicable, spouse or family trusts, etc.).

“Permitted Transferee”

means, with respect to the Stockholder, the Stockholder’s spouse, any lineal ascendants or descendants or trusts or other entities

in which the Stockholder or the Stockholder’s spouse, lineal ascendants or descendants hold (and continue to hold while such trusts

or other entities hold Common Stock) 50.1% or more of such entity’s beneficial interests.

“Person”

means an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization

or a government or department or agency thereof.

“Piggyback Registrations”

has the meaning set forth in Section 3(a).

“Public Offering”

means any sale or distribution by the Company and/or holders of Registrable Securities to the public of Common Stock pursuant to an offering

registered under the Securities Act.

“Registrable Securities”

means (i) any Common Stock owned by the Stockholder (or its Permitted Transferee) as of the date hereof and (ii) any Common Stock issued

or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination

of securities, or any recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such

securities shall cease to be Registrable Securities when they have been (a) sold or distributed pursuant to a Public Offering, (b) sold

to the public through a broker, dealer or market maker in compliance with Rule 144 or other exemption from registration under the Securities

Act, or (c) repurchased by the Company or a subsidiary of the Company. For purposes of this Agreement, a Person shall be deemed to be

a holder of Registrable Securities, and the Registrable Securities shall be deemed to be in existence, whenever such Person has the right

to acquire, directly or indirectly, such Registrable Securities (upon conversion or exercise in connection with a transfer of securities

or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually

been effected, and such Person shall be entitled to exercise the rights of a holder of Registrable Securities hereunder; provided a holder

of Registrable Securities may only request that Registrable Securities in the form of Common Stock be registered pursuant to this Agreement.

“Registration Expenses”

has the meaning set forth in Section 6(a).

“Rule 144,”

“Rule 158,” “Rule 405,” “Rule 415” and “Rule 462” mean, in

each case, such rule promulgated under the Securities Act (or any successor provision) by the Securities and Exchange Commission, as the

same shall be amended from time to time, or any successor rule then in force.

“Sale of the Company”

means a sale of all or substantially all of the Company’s assets determined on a consolidated basis or a sale of a majority of the

Company’s outstanding Common Stock, in either case, whether by merger, recapitalization, consolidation, reorganization, combination

or otherwise, provided that neither (a) a transaction solely for the purpose of changing the jurisdiction of domicile of the Company,

nor (b) a transaction solely for the purpose of changing the form of entity of the Company, shall constitute a Sale of the Company.

“Sale Transaction”

has the meaning set forth in Section 4(a).

“Securities”

has the meaning set forth in Section 4(a).

“Securities Act”

means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with all rules and

regulations promulgated thereunder.

“Shelf Registration”

has the meaning set forth in Section 2(c).

“Short-Form Registrations”

has the meaning set forth in Section 2(a).

“Suspension Period”

has the meaning set forth in Section 5(a)(vi).

“Violation”

has the meaning set forth in Section 7(a).

“WKSI” means

a “well-known seasoned issuer” as defined under Rule 405.

Section 2.

Demand Registrations.

(a)

Requests for Registration. Subject to the terms and conditions of this Agreement, the holders of at least 51% of the Registrable

Securities shall be entitled to direct that the Company register the sale of all or any portion of their Registrable Securities on Form

S-1 or any similar long-form registration (“Long-Form Registrations”), and the holders of at least 51% of the Registrable

Securities shall be entitled to direct that the Company register the sale of all or any portion of their Registrable Securities on Form

S-3 (including pursuant to Rule 415) or any similar short-form registration (“Short-Form Registrations”) if available.

All registrations requested pursuant to this Section 2 are referred to herein as “Demand Registrations.”

(b)            Long-Form

Registrations. The holders of the Registrable Securities shall each be entitled to request two (2) Long-Form Registrations in which

the Company shall pay all Registration Expenses. A registration shall not count as one of the permitted Long-Form Registrations until

(i) at least 75% of the Registrable Securities requested to be included in such registration by the requesting holders have been registered

and (ii) such registration has become effective in accordance with the Securities Act and all applicable rules and regulations promulgated

thereunder. All Long-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of a majority of

the Registrable Securities requesting registration. Notwithstanding the foregoing, if a Long-Form Registration is withdrawn by the holders

of Registrable Securities who requested such registration prior to the time it has become effective for reasons other than the disclosure

of information concerning the Company that is materially adverse to the Company or the trading price of the Common Stock (which disclosure

is made by the Company after the date that such registration is requested pursuant to Section 2(a)), such Long-Form Registration

shall count as one of the permitted Long-Form Registrations hereunder unless the holders of Registrable Securities who requested such

registration reimburse the Company for all of the Registration Expenses incurred by the Company prior to such withdrawal.

(c)

Short-Form Registrations.

(i)

In addition to the Long-Form Registrations provided pursuant to Section 2(b), the holders of the Registrable Securities

shall each be entitled to request an unlimited number of Short-Form Registrations in which the Company shall pay all Registration Expenses.

Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form and if the managing

underwriters (if any) agree to the use of a Short-Form Registration. The Company shall use its reasonable best efforts to make Short-Form

Registrations available for the sale of Registrable Securities. If the holders of a majority of the Registrable Securities request that

a Short-Form Registration be filed pursuant to Rule 415 (a “Shelf Registration”) and the Company is qualified to do

so, the Company shall use its reasonable best efforts to cause the Shelf Registration to be declared effective under the Securities Act

as soon as practicable after filing, and once effective, the Company shall cause the Shelf Registration to remain continuously effective

for a period ending on the earlier of (i) the date on which all Registrable Securities included in such registration have been sold or

distributed pursuant to the Shelf Registration or (ii) the date as of which all of the Registrable Securities included in such registration

are able to be sold without limitation or restriction within a three-month period in compliance with Rule 144. If thereafter for any reason

the Company ceases to be a WKSI or becomes ineligible to utilize Form S-3, the Company shall prepare and file with the Securities and

Exchange Commission a registration statement or registration statements on such form that is available for the sale of Registrable Securities.

(ii)

Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Company files a Short-Form Registration

covering all of the Registrable Securities then outstanding (which, for the avoidance of doubt, may be part of a “universal”

shelf registration statement filed by the Company) and such Shelf Registration has been declared effective under the Securities Act, the

Company shall, for so long as such Shelf Registration remains effective, have no obligations with respect to any Demand Registrations

hereunder; provided that, the Stockholder shall be entitled, at any time and from time to time when a Shelf Registration is effective,

subject to the terms of this Agreement, to sell any or all of the Registrable Securities covered by such Shelf Registration (a “Shelf

Take-Down”) and the Stockholder intending to effect a Shelf Take-Down shall be entitled to request, by written notice to the

Company, that the Shelf Take-Down be an underwritten offering (an “Underwritten Shelf Take-Down”). In the case of an

Underwritten Shelf Take-Down, the Company may request to include a primary offering of equity securities in such Underwritten Shelf Take-Down,

subject to the second sentence of Section 2(d).

(d)

Priority on Demand Registrations. The Company shall not include in any Demand Registration any securities which are not

Registrable Securities without the prior written consent of the holders of at least 51% of the Registrable Securities. If a Demand Registration

or Underwritten Shelf-Take Down is an underwritten offering and the managing underwriters advise the Company in writing that in their

opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included in such offering (including,

in the case of an Underwritten Shelf Take-Down, primary shares requested to be included by the Company) exceeds the number of Registrable

Securities and other securities, if any, which can be sold therein without adversely affecting the marketability, proposed offering price,

timing or method of distribution of the offering, the Company shall include in such registration prior to the inclusion of any securities

which are not Registrable Securities the number of Registrable Securities requested to be included which, in the opinion of such underwriters,

can be sold, without any such adverse effect, pro rata among the respective holders thereof on the basis of the amount of Registrable

Securities owned by each such holder.

(e)

Procedures and Restrictions on Demand Registrations or Underwritten Shelf Take-Downs.

(i)

Each request for a Demand Registration or Underwritten Shelf-Take Down shall specify the approximate number of Registrable Securities

requested to be registered and the intended method of distribution. Within ten days after receipt of any such request, the Company shall

give written notice of the Demand Registration or Underwritten Shelf-Take Down to all other holders of Registrable Securities and, subject

to the terms of Section 2(d), shall include in such Demand Registration or Underwritten Shelf Take-Down (and in all related registrations

and qualifications under state blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company

has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice.

(ii)

The Company shall not be obligated to effect any Demand Registration, including any Shelf Registration, or Underwritten Shelf Take-Down

if (i) the holders of Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in

such registration or offering, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the

public (net of any underwriters’ discounts or commissions) of less than $50,000,000 or (ii) within 180 days after the effective

date of a previous Demand Registration or Underwritten Shelf Take-Down or a previous registration in which Registrable Securities were

included pursuant to Section 3 and in which there was no reduction in the number of Registrable Securities requested to be included. The

Company may postpone, for up to 90 days from the date of the request, the filing or the effectiveness of a registration statement for

a Demand Registration or an Underwritten Shelf Take-Down, if the Company’s board of directors determines in its reasonable good

faith judgment that not postponing such Demand Registration or Underwritten Shelf Take-Down (i) would interfere with a material corporate

transaction or (ii) would require the disclosure of material non-public information concerning the Company that at the time is not, in

the reasonable good faith judgment of the Company’s board of directors, in the best interest of the Company to disclose and is not,

in the opinion of the Company’s legal counsel, otherwise required to be disclosed. In the event that the Company exercises its right

to postpone a Demand Registration or Underwritten Shelf Take-Down pursuant to the preceding sentence, the holders of Registrable Securities

initially requesting such Demand Registration or Underwritten Shelf Take-Down shall be entitled to withdraw such request, and if such

request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company

shall pay all Registration Expenses in connection with such registration.

(f)

Selection of Underwriters. The holders of a majority of the Registrable Securities included in any Demand Registration or

Underwritten Shelf Take-Down shall have the right to select the investment banker(s) and manager(s) to administer the offering; provided

that the consent of the Company shall be required for the selection of the investment banker(s) and manager(s) to administer the offering.

(g)

Other Registration Rights. The Company represents and warrants that it is not a party to, or otherwise subject to, any other

agreement granting registration rights to any other Person with respect to any securities of the Company.

Section 3.

Piggyback Registrations.

(a)

Right to Piggyback. Whenever the Company proposes to register any of its securities under the Securities Act (other than

(i) pursuant to a Demand Registration, or (ii) in connection with registrations on Form S-4 or S-8 promulgated by the Securities and Exchange

Commission or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities

(a “Piggyback Registration”), the Company shall give prompt written notice to all holders of Registrable Securities

of its intention to effect such Piggyback Registration and, subject to the terms of Section 3(c) and Section 3(d), shall

include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting)

all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after

delivery of the Company’s notice.

(b)

Piggyback Expenses. The Registration Expenses of the holders of Registrable Securities shall be paid by the Company in all

Piggyback Registrations, whether or not any such registration became effective.

(c)

Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the

Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included

in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering

price, timing or method of distribution of the offering, the Company shall include in such registration (i) first, the securities the

Company proposes to sell, and (ii) second, the Registrable Securities and any other equity securities requested to be included in such

registration which, in the opinion of the underwriters, can be sold without any such adverse effect, pro rata among the holders of such

Registrable Securities and other equity securities on the basis of the number of shares owned by each such holder.

(d)

Priority on Secondary Registrations. If a Piggyback Registration is an underwritten secondary registration on behalf of

holders of the Company’s securities, and the managing underwriters advise the Company in writing that in their opinion the number

of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting

the marketability, proposed offering price, timing or method of distribution of the offering, the Company shall include in such registration

(i) first, the securities requested to be included therein by the holders requesting such registration which, in the opinion of the underwriters,

can be sold without any such adverse effect, (ii) second, the Registrable Securities requested to be included in such registration, pro

rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder which, in the opinion

of the underwriters, can be sold without any such adverse effect and (iii) third, other securities requested to be included in such registration

which, in the opinion of the underwriters, can be sold without any such adverse effect.

Section 4.

Holdback Agreements.

(a)

Holders of Registrable Securities. If requested by the Company, each holder of Registrable Securities participating in an

underwritten Public Offering (for purposes of this Section 4(a), the words “Common Stock” in the definition of “Public

Offering” shall be replaced with the words “Capital Stock of the Company”) shall enter into lock-up agreements with

the managing underwriter(s) of such Public Offering in such form as agreed to by the holders of the Registrable Securities participating

in such Public Offering. In addition to any such lock-up agreement, each holder of Registrable Securities agrees as follows:

(i)

In connection with any underwritten Public Offering and without the prior written consent of the underwriters managing such Public

Offering, such holder shall not, for a period of 90 days following the date of the final prospectus (the “Holdback Period”)

relating to such Public Offering, (A) offer, pledge, sell, contract, sell any option or contract to purchase, purchase any option or contract

to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares

of Capital Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act), by such holder or any other securities so

owned convertible into or exercisable or exchangeable for Capital Stock or (B) enter into any swap or other arrangement that transfers

to another, in whole or in part, any of the economic consequences of owning Capital Stock, whether any such transaction described in clause

(A) or (B) above is to be settled by delivery of Capital Stock or such other securities, in cash or otherwise (each such transaction,

a “Sale Transaction”).

(ii)

The foregoing clause (i) shall not apply to (A) the sale of Capital Stock pursuant to the terms of the underwriting agreement entered

into in connection with such underwritten Public Offering, or (B) transactions relating to shares of Capital Stock or other securities

acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of

the Exchange Act shall be required or shall be voluntarily made in connection with transfers or dispositions of such shares of Capital

Stock or other securities acquired in such open market transactions (other than a filing on Form 5 made after the expiration of the Holdback

Period), or (C) transfers of Capital Stock or any security convertible into Capital Stock to a Permitted Transferee, the spouse, domestic

partner, parent, sibling, child or grandchild (each an “immediate family member”) of such holder or to a trust formed

for the benefit of such holder or of an immediate family member of the undersigned, or (D) transfers of Capital Stock or any security

convertible into Capital Stock as a bona fide gift, or (E) distributions of shares of Capital Stock or any security convertible into Capital

Stock to limited partners, members, stockholders or affiliates of the undersigned or to any investment fund or other entity controlled

or managed by, or under common control or management with, such holder, or (F) as a distribution by a trust to its beneficiaries, provided

that in the case of any transfer or distribution pursuant to clause (C), (D), (E) or (F), (1) each donee or distributee shall sign and

deliver a lock-up agreement substantially in the form of the lock-up agreement entered into by such holder and (2) no such transfer or

distribution in (C), (D), (E) or (F) shall be permitted if it shall require a filing under Section 16(a) or Section 13(d) of the Exchange

Act, reporting a reduction in beneficial ownership of shares of Capital Stock, and no such filing under Section 16(a) or Section 13(d)

of the Exchange Act shall be voluntarily made during the Holdback Period, or (G) the receipt by the undersigned from the Company of Capital

Stock upon a vesting event of Capital Stock or rights to acquire Capital stock pursuant to the Company’s equity incentive plans

or the exercise by such holder of options to purchase Capital Stock issued pursuant to the Company’s equity incentive plans (including,

in each case, by way of net exercise, but for the avoidance of doubt, excluding all manners of exercise that would involve a sale of any

securities relating to such options, whether to cover the applicable aggregate exercise price, withholding tax obligations or otherwise),

provided that (1) any securities received upon such vesting event or exercise will also be subject to the terms of such holder’s

lock-up agreement and (2) no such vesting event or exercise shall be permitted if it shall require a filing under Section 16(a) or Section

13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Capital Stock, and no such filing under Section

16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback Period in connection with such vesting event

or exercise, or (H) transfers of Capital Stock or any securities convertible into or exercisable or exchangeable for Capital Stock to

the Company, pursuant to agreements under which the Company has the option to repurchase such shares or securities or a right of first

refusal with respect to transfers of such shares or securities, provided that unless such transfers are pursuant to the Company’s

option to repurchase in the event such holder is terminated or resigns as an employee of the Company, no transfer shall be permitted if

it shall require a filing under Section 16(a) or Section 13(d) of the Exchange Act, reporting a reduction in beneficial ownership of shares

of Capital Stock, and no such filing under Section 16(a) or Section 13(d) of the Exchange Act shall be voluntarily made during the Holdback

Period in connection with such transfer (other than a filing on Form 5 pursuant to Rule 10b5-1 under the Exchange Act for the transfer

of shares of Capital Stock, provided that (1) such plan does not provide for the transfer of Capital Stock during the Holdback

Period and (2) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or

on behalf of such holder or the Company regarding the establishment of such plan, such announcement or filing shall include a statement

to the effect that no transfer of Capital Stock may be made under such plan during the Holdback Period.

The Company may impose stop-transfer instructions

with respect to the shares of Capital Stock (or other securities) subject to the restrictions set forth in this Section 4(a) until

the end of such period.

(b)

The Company. In the event of any Holdback Period occurring in connection with the exercise by a party to this Agreement

of its registration rights with respect to Registrable Securities pursuant to Section 2, to the extent requested by the managing

underwriter(s) for the applicable offering, the Company (i) shall not file any registration statement for a Public Offering or cause any

such registration statement to become effective (for purposes of this Section 4(b), the words “Common Stock” in the

definition of “Public Offering” shall be replaced with the words “Capital Stock of the Company”) during any Holdback

Period, and (ii) shall use its reasonable best efforts to cause each of its directors and executive officers to agree not to effect any

Sale Transaction during any Holdback Period, except as part of such underwritten registration, if otherwise permitted, unless the underwriters

managing the Public Offering otherwise agree in writing.

(c)

The foregoing limitations of this Section 4 shall not apply to a registration in connection with an employee benefit plan

or in connection with any type of acquisition transaction or exchange offer.

Section 5.

Registration Procedures.

(a)

Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement

(or, as applicable, an Underwritten Shelf Take-Down under an existing Shelf Registration), the Company shall use its reasonable best efforts

to effect the registration and/or the sale of such Registrable Securities in accordance with the intended method of disposition thereof,

and pursuant thereto the Company shall, to the extent applicable, as expeditiously as possible:

(i)

in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the

Securities and Exchange Commission a registration statement, and all amendments and supplements thereto and related prospectuses, with

respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective (provided

that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel

selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents

proposed to be filed, which documents shall be subject to the review and comment of such counsel);

(ii)

notify each holder of Registrable Securities of (A) the issuance by the Securities and Exchange Commission of any stop order suspending

the effectiveness of any registration statement or the initiation of any proceedings for that purpose, (B) the receipt by the Company

or its counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction

or the initiation or threatening of any proceeding for such purpose, and (C) the effectiveness of each registration statement filed hereunder;

(iii)

prepare and file with the Securities and Exchange Commission such amendments and supplements to such registration statement and

the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period ending when

all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of distribution

by the sellers thereof set forth in such registration statement (but in any event not before the expiration of any longer period required

under the Securities Act or, if such registration statement relates to an underwritten Public Offering, such longer period as in the opinion

of counsel for the underwriters a prospectus is required by law to be delivered in connection with sale of Registrable Securities by an

underwriter or dealer) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered

by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth

in such registration statement;

(iv)

furnish to each seller of Registrable Securities thereunder such number of copies of such registration statement, each amendment

and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), each Free Writing

Prospectus and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities

owned by such seller;

(v)

use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws

of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or

advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller

(provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not

otherwise be required to qualify but for this subparagraph or (B) consent to general service of process in any such jurisdiction);

(vi)

notify each seller of such Registrable Securities (A) promptly after it receives notice thereof, of the date and time when such

registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus

relating to a registration statement has been filed and when any registration or qualification has become effective under a state securities

or blue sky law or any exemption thereunder has been obtained; (B) promptly after receipt thereof, of any request by the Securities

and Exchange Commission for the amendment or supplementing of such registration statement or prospectus or for additional information

and (C) at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event

as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any

fact necessary to make the statements therein not misleading, and, at the request of any such seller, the Company shall prepare a supplement

or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall

not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading;

provided that at any time, upon written notice to the participating holders of Registrable Securities the Company may delay the filing

or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement or completion of an Underwritten

Shelf Take-Down (the “Suspension Period”) (and the holders of Registrable Securities hereby agree not to offer or sell

any Registrable Securities pursuant to such registration statement during the Suspension Period) if the Company determines in its reasonable

good faith judgment that postponement of such Demand Registration or Underwritten Shelf Take-Down would be in the best interest of the

Company including where the Demand Registration or Underwritten Shelf Take-Down might require disclosure of any matter such as a potential

business transaction or other matter; provided, that the Company may only exercise its right to institute a Suspension Period

twice in any calendar year and for no more than 120 days in the aggregate in any calendar year;

(vii)

use reasonable best efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar

securities issued by the Company are then listed and, if not so listed, to be listed on a securities exchange and, without limiting the

generality of the foregoing, to arrange for at least two market markers to register as such with respect to such Registrable Securities

with FINRA;

(viii)

use reasonable best efforts to provide a transfer agent and registrar for all such Registrable Securities not later than the effective

date of such registration statement;

(ix)

enter into and perform a customary underwriting agreement;

(x)

make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant

to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and

other records, pertinent corporate and business documents and properties of the Company as shall be necessary to enable them to exercise

their due diligence responsibility, and cause the Company’s officers, directors, employees, agents, representatives and independent

accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection

with such registration statement;

(xi)

take all reasonable actions to ensure that any Free-Writing Prospectus utilized in connection with any Demand Registration, Piggyback

Registration or Underwritten Shelf Take-Down hereunder complies in all material respects with the Securities Act, is filed in accordance

with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby

and, when taken together with the related prospectus, shall not contain any untrue statement of a material fact or omit to state a material

fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(xii)

otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission

at all times, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period

of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of

the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158;

(xiii)

permit any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter

or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to allow such

holder to propose language for insertion therein, in form and substance reasonably satisfactory to the Company, which in the reasonable

judgment of such holder and its counsel should be included;

(xiv)

in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or the issuance of any

order suspending or preventing the use of any related prospectus or suspending the qualification of any Common Stock included in such

registration statement for sale in any jurisdiction use reasonable best efforts promptly to obtain the withdrawal of such order;

(xv)

use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with

or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition

of such Registrable Securities;

(xvi)

cooperate with the holders of Registrable Securities covered by the registration statement and the managing underwriter or agent,

if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities

to be sold under the registration statement and enable such securities to be in such denominations and registered in such names as the

managing underwriter, or agent, if any, or such holders may request;

(xvii)

cooperate with each holder of Registrable Securities covered by the registration statement and each underwriter or agent participating

in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with

FINRA;

(xviii)

use its reasonable best efforts to make available the executive officers of the Company to participate with the holders of Registrable

Securities and any underwriters in any “road shows” or other selling efforts that may be reasonably requested by the holders

in connection with the methods of distribution for the Registrable Securities;

(xix)

provide the holders with all CUSIP and other identification numbers associated with the Registrable Securities;

(xx)

use its reasonable best efforts to obtain one or more cold comfort letters from the Company’s independent public accountants

in customary form and covering such matters of the type customarily covered by cold comfort letters; and

(xxi)

use its reasonable best efforts to provide a legal opinion of the Company’s outside counsel in customary form and covering

such matters of the type customarily covered by such legal opinion, dated the effective date of such registration statement.

(b)

The Company shall not undertake any voluntary act that could be reasonably expected to cause a Violation or result in delay or

suspension under Section 5(a)(vi). During any Suspension Period, and as may be extended hereunder, the Company shall use its reasonable

best efforts to correct or update any disclosure causing the Company to provide notice of the Suspension Period and to file and cause

to become effective or terminate the suspension of use or effectiveness, as the case may be, the subject registration statement. In the

event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the applicable

time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration

of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive 60 days with the consent of the holders

of a majority of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably

withheld. If so directed by the Company, all holders of Registrable Securities registering shares under such registration statement shall

(i) not offer to sell any Registrable Securities pursuant to the registration statement during the period in which the delay or suspension

is in effect after receiving notice of such delay or suspension and (ii) use their reasonable best efforts to deliver to the Company (at

the Company’s expense) all copies, other than permanent file copies then in such holders’ possession, of the prospectus relating

to such Registrable Securities current at the time of receipt of such notice.

Section 6.

Registration Expenses.

(a)

The Company’s Obligation. All expenses incident to the Company’s performance of or compliance with this Agreement

(including, without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue

sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel

for the Company and all independent certified public accountants, underwriters (excluding underwriting discounts and commissions) and

other Persons retained by the Company) (all such expenses being herein called “Registration Expenses”), shall be borne

by the Company except as otherwise provided in this Agreement, except that the Company shall, in any event, pay its internal expenses

(including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense

of any annual audit or quarterly review and the expenses and fees for listing the securities to be registered on each securities exchange

on which similar securities issued by the Company are then listed. Each Person that sells securities pursuant to a Demand Registration,

Piggyback Registration or Underwritten Shelf Take-Down hereunder shall bear and pay all underwriting discounts and commissions applicable

to the securities sold for such Person’s account.

(b)

Counsel Fees and Disbursements. In connection with each Demand Registration, Piggyback Registration or Underwritten Shelf

Take-Down, the Company shall reimburse the holders of Registrable Securities included in such registration for the reasonable fees and

disbursements of one counsel chosen by the holders of a majority of the Registrable Securities included in such registration.

(c)

Security Holders. To the extent Registration Expenses are not required to be paid by the Company under the terms of this

Agreement, each holder of securities included in any registration hereunder shall pay those Registration Expenses allocable to the registration

of such holder’s securities so included, and any Registration Expenses not so allocable shall be borne by all sellers of securities

included in such registration in proportion to the aggregate selling price of the securities to be so registered.

Section 7.

Indemnification and Contribution.

(a)

By the Company. The Company shall indemnify and hold harmless, to the extent permitted by law, each holder of Registrable

Securities, such holder’s officers, directors employees, agents and representatives, and each Person who controls such holder (within

the meaning of the Securities Act) (the “Indemnified Parties”) against all losses, claims, actions, damages, liabilities

and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees

and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations

(each a “Violation”) by the Company: (i) any untrue or alleged untrue statement of material fact contained in (a) any

registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto

or (b) any application or other document or communication (in this Section 7, collectively called an “application”)

executed by or on behalf of the Company or based upon written information furnished by or on behalf of the Company filed in any jurisdiction

in order to qualify any securities covered by such registration under the securities laws thereof; (ii) any omission or alleged omission

of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or

alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation

promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such

registration, qualification or compliance. In addition, the Company will reimburse such Indemnified Party for any legal or any other expenses

reasonably incurred and documented by them in connection with investigating or defending any such losses. Notwithstanding the foregoing,

the Company shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate

to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus,

preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and

in conformity with, written information prepared and furnished in writing to the Company by such Indemnified Party expressly for use therein

or by such Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements

thereto after the Company has furnished such Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten

offering, the Company shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters

(within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Indemnified

Parties.

(b)

By Each Security Holder. In connection with any registration statement in which a holder of Registrable Securities is participating,

each such holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in

connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its officers,

directors, employees, agents and representatives, and each Person who controls the Company (within the meaning of the Securities Act)

against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained

in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or

alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only

to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder;

provided that the obligation to indemnify shall be individual, not joint and several, for each holder and shall be limited to the

net amount of proceeds (before taxes) received by such holder from the sale of Registrable Securities pursuant to such registration statement.

(c)

Claim Procedure. Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying

party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall impair any Person’s

right to indemnification hereunder only to the extent such failure has prejudiced the indemnifying party) and (ii) unless in such indemnified

party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such

claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.

If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party

without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled

to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all

parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party

a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

In such instance, the conflicted indemnified parties shall each have a right to retain one separate counsel, in each instance chosen by

the holders of a majority of the Registrable Securities of the indemnified party included in the registration if such holders are indemnified

parties, at the expense of the indemnifying party.

(d)

Contribution. If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction

to be unavailable to, or is insufficient to hold harmless, an indemnified party or is otherwise unenforceable with respect to any loss,

claim, damage, liability or action referred to herein, then the indemnifying party in lieu of indemnifying such indemnified party hereunder

shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action

in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party

on the other hand in connection with the statements or omissions which resulted in such loss, claim, damage liability or action as well

as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution

shall be limited, in the case of each seller of Registrable Securities, to an amount equal to the net proceeds actually received by such

seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and

of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a

material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified

party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or

omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section 7(d) were

to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations.

The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to herein

shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating

or defending against any action or claim which is the subject hereof. No person guilty of fraudulent misrepresentation (within the meaning

of Section 11(t) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

(e)

Release. No indemnifying party shall, except with the consent of the indemnified party, consent to the entry of any judgment

or enter into any settlement that does not include as an unconditional term thereof giving by the claimant or plaintiff to such indemnified

party of a release from all liability in respect to such claim or litigation. Notwithstanding anything to the contrary in this Section

7, an indemnifying party shall not be liable for any amounts paid in settlement of any loss, claim, damage, liability, or action if

such settlement is effected without the consent of the indemnifying party, such consent not to be unreasonably withheld, conditioned or

delayed.

(f)

Non-exclusive Remedy: Survival. The indemnification and contribution provided for under this Agreement shall be in addition

to any other rights to indemnification or contribution that any indemnified party may have pursuant to law or contract and shall remain

in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling

Person of such indemnified party and shall survive the transfer of Registrable Securities and the termination or expiration of this Agreement.

Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement

entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the

underwriting agreement shall control.

Section 8.

Underwritten Registrations.

(a)

Participation. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees

to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled

hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option

requested by the underwriters; provided that no holder of Registrable Securities shall be required to sell more than the number

of Registrable Securities such holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney,

indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

(b)

Suspended Distributions. Each Person that is participating in any registration under this Agreement, upon receipt of any

notice from the Company of the happening of any event of the kind described in Section 5(a)(vi), shall immediately discontinue

the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of

a supplemented or amended prospectus as contemplated by Section 5(a)(vi). In the event the Company has given any such notice, the

applicable time period set forth in Section 5(a)(ii) during which a registration statement is to remain effective shall be extended

by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 8(b)

to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies

of the supplemented or amended prospectus contemplated by Section 5(a)(vi).

Section 9.

[Reserved.]

Section 10.

Current Public Information. At all times after the Company has filed a registration statement with the Securities and Exchange

Commission pursuant to the requirements of either the Securities Act or the Exchange Act, the Company shall file all reports required

to be filed by it under the Securities Act and the Exchange Act and shall take such further action as any holder or holders of Registrable

Securities may reasonably request, all to the extent required to enable such holders to sell Registrable Securities pursuant to Rule 144.

Upon request, the Company shall deliver to any holder of Restricted Securities a written statement as to whether it has complied with

such requirements.

Section 11.

Subsidiary Public Offering. If the Company distributes securities of such subsidiary to its equity holders, then the rights

and obligations of the Company pursuant to this Agreement shall apply, mutatis mutandis, to such subsidiary, and the Company shall cause

such subsidiary to comply with such subsidiary’s obligations under this Agreement.

Section 12.

Transfer of Registrable Securities.

(a)

Restrictions on Transfers. Notwithstanding anything to the contrary contained herein, except in the case of (i) a transfer

to the Company, (ii) transfer by the Stockholder to one of its Permitted Transferees, (iii) a Public Offering or (iv) a transfer

in connection with a Sale of the Company, prior to transferring any Registrable Securities to any Person (including, without limitation,

by operation of law), the transferring holder shall cause the prospective transferee to execute and deliver to the Company a joinder to

this Agreement from such transferee in the form of Exhibit A attached hereto (a “Joinder”) agreeing to be bound

by the terms of this Agreement. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this

Agreement shall be void, and the Company shall not record such transfer on its books or treat any purported transferee of such Registrable

Securities as the owner thereof for any purpose.

(b)

Legend. Each certificate evidencing any Registrable Securities and each certificate issued in exchange for or upon the transfer

of any Registrable Securities (unless such Registrable Securities would no longer be Registrable Securities after such transfer) shall

be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS

CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS SET FORTH IN A REGISTRATION RIGHTS AGREEMENT DATED AS OF __________

AMONG THE ISSUER OF SUCH SECURITIES (THE “COMPANY”) AND CERTAIN OF THE COMPANY’S STOCKHOLDERS, AS AMENDED. A COPY OF

SUCH REGISTRATION RIGHTS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

The Company shall imprint such

legend on certificates evidencing Registrable Securities outstanding prior to the date hereof. The legend set forth above shall be removed

from the certificates evidencing any securities that have ceased to be Registrable Securities.

Section 13.

General Provisions.

(a)

Termination. Except with respect to the indemnification and contribution provisions contained in Section 7 and the standstill

provisions in Section 13(h), the rights granted to the Stockholder (or the Permitted Transferee) pursuant to this Agreement shall terminate

and forthwith become null and void in full on the earliest to occur of (i) the date on which the Stockholder (or the Permitted Transferee)

ceases to beneficially own at least 5% of the Common Stock of the Company then outstanding and (ii) the later of (x) the fifth anniversary

of the date of this Agreement, and (y) the date Rule 144 or another similar exemption under the Securities Act is available for the sale

of all of the shares beneficially owned by the Stockholder (or the Permitted Transferee) without limitation and restriction during a three-month

period without registration.

(b)

Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may be amended, modified or

waived only with the prior written consent of the Company and holders of a majority of the Registrable Securities. The failure or delay

of any Person to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall

not affect the right of such Person thereafter to enforce each and every provision of this Agreement in accordance with its terms. A waiver

or consent to or of any breach or default by any Person in the performance by that Person of his, her or its obligations under this Agreement

shall not be deemed to be a consent or waiver to or of any other breach or default in the performance by that Person of the same or any

other obligations of that Person under this Agreement.

(c)

Remedies. The parties to this Agreement shall be entitled to enforce their rights under this Agreement specifically (without

posting a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise

all other rights existing in their favor. The parties hereto agree and acknowledge that a breach of this Agreement would cause irreparable

harm and money damages would not be an adequate remedy for any such breach and that, in addition to any other rights and remedies existing

hereunder, any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent

jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

(d)

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective

and valid under applicable law, but if any provision of this Agreement is held to be prohibited, invalid, illegal or unenforceable in

any respect under any applicable law or regulation in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall

not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or in any other jurisdiction,

but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such prohibited, invalid, illegal or unenforceable

provision had never been contained herein.

(e)

Entire Agreement. Except as otherwise provided herein, this Agreement contains the complete agreement and understanding

among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or

representations by or among the parties hereto, written or oral, which may have related to the subject matter hereof in any way.

(f)

Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit and be enforceable

by the Company and its successors and assigns and the holders of Registrable Securities and their respective successors and permitted

assigns (whether so expressed or not). In addition, whether or not any express assignment has been made, the provisions of this Agreement

which are for the benefit of purchasers or holders of Registrable Securities are also for the benefit of, and enforceable by, any subsequent

holder of Registrable Securities.

(g)

Notices. All notices, demands or other communications to be given under or by reason of the provisions of this Agreement

shall be in writing and shall be deemed to have been given (i) when delivered personally to the recipient; (ii) when sent by confirmed

electronic mail or facsimile if sent during normal business hours of the recipient but, if not, then on the next business day; (iii)

one business day after it is sent to the recipient by reputable overnight courier service (charges prepaid) or (iv) three days after it

is mailed to the recipient by first class mail, return receipt requested. Such notices, demands and other communications shall be sent

to the Company at the address specified below and to any holder of Registrable Securities or to any other party subject to this Agreement

at such address as indicated beneath such party’s signature hereto, or at such address or to the attention of such other Person

as the recipient party has specified by prior written notice to the sending party. Any party may change its address for receipt of notice

by providing prior written notice of the change to the sending party. The Company’s address is:

Rome Wildlife, Inc.

701 Brickell Avenue, 17th floor

Miami, Florida 33131

With a copy (which shall not constitute

notice) to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attention:

David K. Boston

Sean M. Ewen

Andrew C. Marmer

Email:

dboston@willkie.com

Sewen@willkie.com

AMarmer@willkie.com

or to such other address or to the attention of

such other person as the recipient party has specified by prior written notice to the sending party.

(h)

Standstill. Until the date that is the three-year anniversary of the date hereof, the Stockholder shall not, and shall not

permit any of its representatives or affiliates to (either individually, or in concert with any other Person, or as a “group”

(as such term is used in Section 13(d)(3) of the Exchange Act)), directly or indirectly make or in any way participate or engage in any

“solicitation” of “proxies” or consents (whether or not relating to the election or removal of directors), as

such terms are used in the rules of the SEC, to vote, or knowingly seek to advise or influence any Person with respect to voting of, any

voting securities of the Company or any of its subsidiaries, or call or seek to call a meeting of the Company’s stockholders (or

action by written consent in lieu thereof) or initiate or make any stockholder proposal for action by the Company’s stockholders,

or seek election to or to place a representative on the board of directors of the Company or seek the removal of any director from the

board of directors of the Company.

(i)

Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday

or legal holiday in the state in which the Company’s chief-executive office is located, the time period shall automatically be extended

to the business day immediately following such Saturday, Sunday or legal holiday.

(j)

Governing Law. All issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement

and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without

giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction)

that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(k)

MUTUAL WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS

AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY

LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

(l)             CONSENT

TO JURISDICTION AND SERVICE OF PROCESS. EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES

DISTRICT COURT FOR THE DISTRICT OF DELAWARE, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT,

ANY RELATED AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY

PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH ABOVE SHALL BE EFFECTIVE

SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS PARAGRAPH.

EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING

ARISING OUT OF THIS AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IN THE UNITED STATES DISTRICT

COURT FOR THE DISTRICT OF DELAWARE, AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR

CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(m)

Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only

and do not constitute a part of this Agreement. The use of the word “including” in this Agreement shall be by way of example

rather than by limitation.

(n)

No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto

to express their mutual intent, and no rule of strict construction shall be applied against any party.

(o)

Counterparts. This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of

more than one party, but all such counterparts taken together shall constitute one and the same agreement.

(p)

Electronic Delivery. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into

in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent executed and

delivered by means of a photographic, photostatic, facsimile or similar reproduction of such signed writing using a facsimile machine

or electronic mail shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have

the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto

or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to

all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail

to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a

facsimile machine or electronic mail as a defense to the formation or enforceability of a contract and each such party forever waives

any such defense.

(q)

Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each holder of Registrable

Securities shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or

appropriate to effectuate and perform the provisions of this Agreement and the transactions contemplated hereby.

(r)

No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities which

is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement.

(s)

Selection of Investment Bankers. The holders of a majority of the Registrable Securities included in any Demand Registration

or Underwritten Shelf Take-Down shall have the right to select the investment banker(s) and manager(s) to administer the offering;

provided that the consent of the Company shall be required for the selection of the investment banker(s) and manager(s) to administer

the offering. In any Piggyback Registration, the Company shall select the investment banker(s) and manager(s) to administer the offering.

* * * * *

IN WITNESS WHEREOF, the parties

have executed this Registration Rights Agreement as of the date first written above.

ROME WILDLIFE, INC.

By:

Name:

Title:

[Stockholder]

By:

EXHIBIT F

FORM OF ARRANGEMENT RESOLUTION

[Intentionally Omitted]

F-1

EXHIBIT G

Plan

of Arrangement

G-1

PLAN OF ARRANGEMENT UNDER SECTION 288

OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Article 1

INTERPRETATION

Section 1.1         Definitions

Unless indicated otherwise, where used in this

Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following

terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“Arrangement” means the arrangement

under Part 9, Division 5 of the BCBCA in accordance with the terms and subject to the conditions set out in this Plan of Arrangement,

subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms hereof, the terms of the Arrangement

Agreement or made at the direction of the Court in the Final Order with the prior written consent of Parent and the Company, each acting

reasonably.

“Arrangement Agreement” means

the arrangement agreement and plan of merger dated as of April 26, 2026 among Parent, New Wildlife, Wildlife Acquisition I Corp.,

Wildlife Acquisition II LLC, Bidco and the Company to which this Plan of Arrangement is attached as Exhibit H, including all exhibits

annexed thereto as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“Arrangement

Consideration” means the consideration to be received by the Parent Common Shareholders (other than Dissenting Holders) pursuant

to this Plan of Arrangement for their Parent Common Shares, consisting initially of one Bidco Share and the Bidco Cash Consideration for

each Parent Common Share pursuant to Section 2.3(3) hereof and then immediately thereafter one share of New Wildlife

Common Stock for each Bidco Share pursuant to Section 2.3(4) hereof.

“Arrangement Effective Time”

means the time as Parent and the Company agree to in writing prior to the Closing Date.

“Arrangement Resolution” means

the special resolution approving this Plan of Arrangement to be considered at the Parent Shareholders’ Meeting by the Parent Securityholders,

substantially in the form and content set forth in Exhibit G to the Arrangement Agreement.

“BCBCA” means the Business

Corporations Act (British Columbia).

“Bidco” means 1587802 B.C. Unlimited

Liability Company, an unlimited liability company existing under the laws of the Province of British Columbia.

“Bidco Cash Consideration”

means $0.0001 per Parent Common Share.

“Bidco Shares” means the common shares,

without par value, of Bidco.

“Company” means RE/MAX Holdings, Inc.,

a Delaware Corporation.

“Court”

means the Supreme Court of British Columbia.

“Dissent Rights” has the meaning

specified in Section 3.1.

“Dissent Shares” means the

Parent Common Shares held by a Dissenting Holder in respect of which the Dissenting Holder has properly and validly exercised Dissent

Rights.

- 2 -

“Dissenting Holder” means a registered

Parent Common Shareholder as of the record date of the Parent Shareholders’ Meeting who has properly and validly exercised its Dissent

Rights in strict compliance with Article 3, who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights

and who is ultimately determined to be entitled to be paid the fair value of its Parent Common Shares.

“Exchange Agent” means such

person as Parent and the Company may appoint (acting reasonably) to act as exchange agent/depositary in respect of the Arrangement.

“Final Order” means the final

order of the Court, in a form and substance acceptable to Parent and the Company, each acting reasonably, after a hearing upon the procedural

and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement pursuant to Section 291 of the

BCBCA, as such order may be amended, supplemented, modified or varied by the Court (with the consent of both Parent and the Company, each

acting reasonably) at any time prior to the Closing Date or, if appealed, then, unless such appeal is withdrawn or denied, as such order

may be affirmed or amended (provided that any such amendment is satisfactory to both Parent and the Company, each acting reasonably) on

appeal.

“Interim Order” means the interim

order of the Court to be issued following the application therefor submitted to the Court, in a form and substance acceptable to Parent

and the Company, each acting reasonably, providing for, among other things, the calling and holding of the Parent Shareholders’ Meeting,

as such order may be amended, modified, supplemented or varied by the Court with the consent of Parent and the Company, each acting reasonably.

“In-the-Money

Value” means, in respect of a stock option at a particular time, the amount, if any, by which (a) the aggregate fair market

value at that time of the securities subject to such stock option exceeds (b) the aggregate exercise price of such stock option.

“Letter of Transmittal” means

the letter of transmittal to be forwarded or made available by Parent to registered Parent Common Shareholders, in a form acceptable to

Parent and the Company, acting reasonably, for use by such Parent Common Shareholders in connection with the Arrangement as contemplated

herein.

“New Wildlife” means Rome Wildlife, Inc.,

a Delaware corporation.

“New Wildlife Common Stock” means

common stock in the capital of New Wildlife.

“Notice

of Dissent” means a written notice provided by a registered Parent Common Shareholder to Parent as of both the record date of

the Parent Shareholders’ Meeting and as of the deadline for exercising such Dissent Rights setting forth such Parent Common Shareholder’s

objection to the Arrangement Resolution and exercise of Dissent Rights, in accordance with the requirements of Division 2 of Part 8

of the BCBCA, as may be modified by this Plan of Arrangement or the Interim Order.

“Parent” means The Real Brokerage

Inc., a company existing under the laws of the Province of British Columbia.

“Parent Common Shareholders”

means the registered or beneficial holders of the Parent Common Shares, as the context requires.

“Parent Common Shares” means

the common shares, without par value, of Parent.

“Parent Shareholders’ Meeting”

means the special meeting of the Parent Common Shareholders and holders of Parent Options and Parent RSUs, including any adjournment or

postponement of such special meeting, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution.

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“Plan of Arrangement” means this

plan of arrangement, subject to any amendments or variations to this plan of arrangement made in accordance with the terms hereof, the

terms of the Arrangement Agreement or made at the direction of the Court in the Final Order with the prior written consent of Parent and

the Company, each acting reasonably.

“Tax Act” means the Income

Tax Act (Canada).

Section 1.2         Certain

Rules of Interpretation

In this Plan of Arrangement, unless otherwise

specified:

(1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the

insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

(2) Currency. All references to dollars or to $ are references to United States Dollars, unless specified

otherwise.

(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number

only include the plural and vice versa.

(4) Certain Phrases and References, etc. The words “including”,

“includes” and “include” mean

“including (or includes or include) without limitation,” and “the

aggregate of”, “the total of”, “the

sum of”, or a phrase of similar meaning means “the aggregate (or total or sum),

without duplication, of”. Unless stated otherwise, “Article” and “Section”, followed

by a number or letter mean and refer to the specified Article or Section of this Plan of Arrangement. The terms “Plan

of Arrangement”, “hereof”, “herein” and similar expressions refer to this Plan of Arrangement

(as it may be amended, modified or supplemented from time to time) and not to any particular article, section or other portion hereof

and include any instrument supplementary or ancillary hereto.

(5) Statutory and Agreement References. Except as otherwise provided in this Plan of Arrangement, any

reference in this Plan of Arrangement to a statute refers to such statute and all rules and regulations made under it as they may

have been or may from time to time be amended, re-enacted or replaced.

(6) The term “Agreement” and any reference in this Plan of Arrangement to the Arrangement

Agreement or any other agreement or document includes, and is a reference to, the Arrangement Agreement or such other agreement or document

as it may have been, or may from time to time be, amended, restated or replaced; and any reference to a Contract, including the Arrangement

Agreement, shall mean such agreement or contract, as the same may be amended, renewed, supplemented, extended novated and/or restated

from time to time in accordance with its terms, and includes all schedules, annexes, appendices and other attachments to it.

(7) Computation of Time. If any action may be taken within, or

any right or obligation is to expire at the end of, a period of days under this Plan of Arrangement, then the first day of the period

is not counted, but the day of its expiry is counted. Whenever payments are to be made or an action is to be taken on a day which is not

a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day.

(8) Time References. References to time are to New York time.

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Article 2

THE ARRANGEMENT

Section 2.1         Arrangement

Agreement

This Plan of Arrangement is made pursuant to,

and is subject to the provisions of, the Arrangement Agreement, except in respect of the order and sequence of the steps comprising the

Arrangement, which shall occur in the order and sequence set forth in Section 2.3. This Plan of Arrangement constitutes an arrangement

as referred to in Division 5 of Part 9 of the BCBCA.

Section 2.2         Effectiveness

Subject to the Court’s approval of the Arrangement

under Section 291 of the BCBCA, this Plan of Arrangement will become effective at the Arrangement Effective Time (except as otherwise

provided herein) and will be binding from and after the Arrangement Effective Time on Parent, Bidco, New Wildlife, Wildlife Acquisition

I Corp., Wildlife Acquisition II LLC, the Company, the Exchange Agent, the Parent Common Shareholders, including the Dissenting Holders,

holders of Parent Options and holders of Parent RSUs, in each case, without any further authorization, act or formality on the part of

any Person, except as expressly provided in this Plan of Arrangement.

Section 2.3         Arrangement

Each of the following events shall occur and shall

be deemed to occur sequentially as set out below without any further authorization, act or formality, starting at the Arrangement Effective

Time:

(1) At the Arrangement Effective Time, the Parent Common Shares shall be, and shall be deemed to be, consolidated

on the basis of one Parent Common Share for every 10 Parent Common Shares outstanding (the “Consolidation”). Each fractional

Parent Common Share arising as a result of the Consolidation that is less than ½ of a Parent Common Share will be cancelled without

payment of any consideration therefor, and each fractional Parent Common Share arising as a result of the Consolidation that is at least

½ of a share will be changed into one whole Parent Common Share. As a result of the Consolidation, pursuant to the terms of the

Parent Equity Plans, Parent Options and Parent RSUs shall continue but the terms shall be modified as follows:

(a) the number of Parent Options held by each holder of Parent Options and the number of Parent Common Shares

to which such holder of Parent Options is entitled upon exercise of such Parent Options will be divided by 10 (rounded down to the nearest

whole number (and which cannot be rounded to less than one)), and the exercise price per Parent Common Share issuable upon the exercise

of such Parent Options shall be multiplied by 10; and

(b) the number of Parent RSUs held by each holder of Parent RSUs and, where the RSUs entitle the holder to

a number of Parent Common Shares or cash equivalent on settlement, the number of Parent Common Shares or cash equivalent to which such

holder of Parent RSUs is entitled upon settlement of such Parent RSUs will be divided by 10 (rounded down to the nearest whole number

(and which cannot be rounded to less than one)).

- 5 -

(2) Five minutes after the step in Section 2.3(1), each Dissent

Share shall be deemed to have been transferred without any further action by or on behalf of the holder thereof to Bidco in exchange for

a debt claim against Bidco for the amount determined in accordance with Section 3.1, and:

(a) such Dissenting Holder shall cease to be the holder of such Parent Common Share and to have any rights

as a Parent Common Shareholder, other than the debt claim against Bidco for the amount determined in accordance with Section 3.1;

(b) such Dissenting Holder’s name shall be removed from the central securities register of Parent in respect

of each such Parent Common Share; and

as the holder of the Parent Common Shares so transferred, and shall be deemed to be the legal and beneficial owner thereof.

(3) Five minutes after the steps in Section 2.3(2), each outstanding Parent Common Share (for greater

certainty, excluding Parent Common Shares in respect of which Dissenting Holders have validly exercised their respective Dissent Rights,

if any) shall be transferred without any further action by or on behalf of the holder thereof, to Bidco in exchange for one (1) Bidco

Share and the Bidco Cash Consideration, and in respect of the Parent Common Shares so transferred:

(a) the holder of each such Parent Common Share shall cease to be the holder thereof and to have any rights

as a Parent Common Shareholder other than the right to receive one (1) Bidco Share and Bidco Cash Consideration in accordance with

this Plan of Arrangement;

(b) such holder’s name shall be removed from the central securities register of Parent in respect of each

such Parent Common Share; and

as the holder of the Parent Common Shares so transferred, and shall be deemed to be the legal and beneficial owner thereof.

(4) Immediately after the steps in Section 2.3(3), each outstanding Bidco Share that was issued under

Section 2.3(3) shall be transferred without any further action by or on behalf of the holder thereof, to New Wildlife in exchange

for one (1) share of New Wildlife Common Stock, and in respect of the Bidco Shares so transferred:

(a) the holder of each such Bidco Share shall cease to be the holder thereof and to have any rights as a shareholder

of Bidco other than the right to receive one (1) share of New Wildlife Common Stock in accordance with this Plan of Arrangement;

(b) such holder’s name shall be removed from the central securities register of Bidco in respect of each such

Bidco Share; and

as the holder of the Bidco Shares so transferred, and shall be deemed to be the legal and beneficial owner thereof.

(5)

(a) Five minutes after the steps in Section 2.3(4), the Parent

Options outstanding immediately following the step in Section 2.3(1) shall be exchanged

for options (“Replacement Options”) granted by New Wildlife to acquire the same number of shares of New Wildlife Common

Stock as the number of Parent Common Shares that the holders thereof would be entitled to acquire following the step in Section 2.3(1),

provided that, if the foregoing would result in the issuance of a fraction of a share of New Wildlife Common Stock, then the number of

shares of New Wildlife Common Stock issuable pursuant to such Replacement Options shall be rounded down to the nearest whole number of

shares of New Wildlife Common Stock. Such Replacement Options shall have an exercise price per share of New Wildlife Common Stock equal

to the exercise price per Parent Common Share of such Parent Options immediately following the step in Section 2.3(1).

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(b) Except, as provided in this Section 2.3(5), each Replacement

Option shall be subject to the terms of the applicable Parent Equity Plan and have the same terms and conditions with respect to

vesting, conditions to and manner of exercising, term to expiry and otherwise as were applicable to the Parent Option for which it was

exchanged, and any certificate or award agreement previously evidencing the applicable Parent Options shall thereafter evidence and be

deemed to evidence such Replacement Options; provided however that New Wildlife’s board of directors or a committee thereof will

succeed to the authority and responsibility of Parent’s board of directors or any committee thereof with respect to each Replacement

Option. Thereafter, the Parent Options so exchanged shall be cancelled and the holders of

such Parent Options will cease to be the holders thereof or to have any rights as holders in respect of such Parent Options and the names

of the holders thereof will be removed from the applicable securities register of Parent with respect to such Parent Options.

Option for a Replacement Option. Accordingly, if applicable, the exercise price of a Replacement Option will be automatically adjusted

nunc pro tunc such that the In-The-Money Value of the Replacement Option immediately after the exchange does not exceed the In-The-Money

Value of the Parent Option for which it was exchanged immediately before the exchange.

(6)

(a) Five minutes after the steps in Section 2.3(5), the Parent RSUs outstanding immediately following

the step in Section 2.3(1) shall be exchanged for restricted share units (“Replacement RSUs”) granted by

New Wildlife to acquire the same number of shares of New Wildlife Common Stock or cash equivalent as the number of Parent Common Shares

or cash equivalent that the holders thereof would be entitled to receive following the step in Section 2.3(1), provided that, if

the foregoing would result in the entitlement to a fraction of a share of New Wildlife Common Stock or cash equivalent on any particular

settlement of Parent RSUs, then the number of shares of New Wildlife Common Stock issuable pursuant to such Replacement RSUs or cash equivalent

shall be rounded down to the nearest whole number of shares of New Wildlife Common Stock.

(b) Each Replacement RSU shall be subject to the terms of the applicable Parent Equity Plan and have the same

terms and conditions with respect to vesting, term to expiry and otherwise as were applicable to the Parent RSU for which it was exchanged,

and any certificate or award agreement previously evidencing the applicable Parent RSUs shall thereafter evidence and be deemed to evidence

such Replacement RSUs; provided however that New Wildlife’s board of directors or a committee thereof will succeed to the authority

and responsibility of Parent’s board of directors or any committee thereof with respect to each Replacement RSU. Thereafter, the

Parent RSUs so exchanged shall be cancelled and the holders of such Parent RSUs will cease to be the holders thereof or to have any rights

as holders in respect of such Parent RSUs and the names of the holders thereof will be removed from the applicable securities register

of Parent with respect to such Parent RSUs.

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(7) Notwithstanding any provision herein to the contrary, the parties agree that this Plan of Arrangement

will be carried out with the intention that all Replacement Options and Replacement RSUs granted on completion of this Plan of Arrangement

will be granted in reliance on an exemption from the registration requirements of the Securities Act, including the exemption provided

by section 3(a)(10) thereof.

Article 3

DISSENT RIGHTS

Section 3.1         Dissent

Rights

(1) Pursuant to the Interim Order, Parent Common Shareholders who are registered holders of Parent Common

Shares as of both the record date of the Parent Shareholders’ Meeting and as of the deadline for exercising such Dissent Rights may exercise

rights of dissent in connection with the Arrangement under Division 2 of Part 8 of the BCBCA, as modified by this Article 3,

the Interim Order and the Final Order (“Dissent Rights”), with respect to all (but not less than all) of the Parent Common

Shares held by such Parent Common Shareholder, provided that the Notice of Dissent contemplated by Section 242(1)(a) of the

BCBCA, as may be modified by the Interim Order, must be received by Parent by 4:00 p.m. (Vancouver time) on the date that is at least

two Business Days prior to the date of the Parent Shareholders’ Meeting, or any date to which the Parent Shareholders’ Meeting may be

postponed or adjourned, and provided further that each Dissenting Holder who duly exercises Dissent Rights shall be deemed to have transferred

the Parent Common Shares held by such holder to Bidco as provided in Section 2.3(2) and if such holder:

(a) is ultimately entitled to be paid the fair value of their Dissent Shares (i) will be entitled to

be paid the fair value of such Dissent Shares by Bidco (less any applicable withholdings pursuant to Section 4.2 hereof), which fair

value, notwithstanding anything to the contrary contained in the BCBCA, shall be the fair value of such Dissent Shares determined as of

the close of business on the day immediately before the approval of the Arrangement Resolution, (ii) shall be deemed not to have

participated in the transactions in Article 2 (other than Section 2.3(1) and Section 2.3(2), if applicable), (iii) shall

be deemed to have transferred and assigned such Dissent Shares, free and clear of any Encumbrances, to Bidco in accordance with Section 2.3(2) hereof,

and (iv) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement

had such holder not exercised their Dissent Rights in respect of such Parent Common Shares; or

(b) is ultimately not entitled, for any reason, to be paid fair value for such holder’s Parent Common Shares,

shall be deemed to have participated in the Arrangement, as of the Arrangement Effective Time, on the same basis as a non-dissenting registered

holder of Parent Common Shares, and shall be entitled to receive only the Arrangement Consideration pursuant to Section 2.3(3)

and Section 2.3(4) hereof that such holder would have received pursuant to the Arrangement if such holder had not exercised

Dissent Rights.

Section 3.2         Recognition

of Dissenting Holders

(1) In no circumstances shall Parent, Bidco or any other Person be required to recognize a Person exercising

Dissent Rights unless such Person is the registered holder of those Parent Common Shares in respect of which such rights are sought to

be exercised as of both the record date of the Parent Shareholders’ Meeting and as of the deadline for exercising such Dissent Rights.

(2) In no case shall Parent, Bidco or any other Person be required to recognize Dissenting Holders as holders

of Parent Common Shares after the time that is immediately prior to the Arrangement Effective Time, and the names of such Dissenting Holders

shall be deleted from the central securities register as holders of Parent Common Shares at the time at which the step in Section 2.3(2) hereof

occurs.

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(3) For greater certainty, in addition to any other restrictions set forth in the Interim Order and under

Division 2 of Part 8 of the BCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) a holder of any Parent

Options or Parent RSUs in respect of such holder’s Parent Options or Parent RSUs, respectively; (ii) Parent Common Shareholders

who have voted or have instructed a proxyholder to vote their Parent Common Shares in favour of the Arrangement Resolution; and (iii) any

Person who is not a registered Parent Common Shareholder as of both the record date for the Parent Shareholders’ Meeting and as of the

deadline for exercising such Dissent Rights.

Article 4

DELIVERY OF ARRANGEMENT CONSIDERATION

Section 4.1         Deposit

and Delivery of Arrangement Consideration

(1) Following receipt of the Final Order and no later than two Business Days preceding the Arrangement Effective

Time, Bidco and New Wildlife shall deposit (or shall arrange to be deposited) in escrow, or cause to be deposited in escrow, with the

Exchange Agent, for the benefit of the Parent Common Shareholders, for exchange in accordance with the Arrangement through the Exchange

Agent, sufficient Bidco Shares, Bidco Cash Consideration and shares of New Wildlife Common Stock to satisfy the aggregate Arrangement

Consideration payable to Parent Common Shareholders pursuant to Section 2.3(3) and Section 2.3(4) and any cash in

lieu of any fractional New Wildlife Common Stock to which such holder is entitled pursuant to Section 4.4, which shall be held by

the Exchange Agent in escrow as agent and nominee for such former Parent Common Shareholders for distribution to such former Parent Common

Shareholders in accordance with the provisions of this Article 4.

(2) Until such time as a Parent Common Shareholder deposits with the Exchange Agent a duly completed Letter

of Transmittal, documents, certificates and instruments contemplated by the Letter of Transmittal, and such other documents and instruments

as the Exchange Agent, Parent, Bidco or New Wildlife reasonably require, the delivery or payment to which such Parent Common Shareholder

is entitled will, in each case, be delivered or paid to the Exchange Agent to be held as agent on behalf of and for the benefit of such

Parent Common Shareholder for delivery to such Parent Common Shareholder, without interest and net of all applicable withholdings and

other taxes, if any, upon delivery of the Letter of Transmittal, as applicable, documents, certificates and instruments contemplated by

the Letter of Transmittal and such other documents, certificates and instruments as the Exchange Agent, Parent, Bidco or New Wildlife

reasonably require.

(3) Upon surrender to the Exchange Agent for cancellation of a certificate or a direct registration statement

(a “DRS”) that immediately prior to the Arrangement Effective Time represented one or more Parent Common Shares that

were transferred under the Arrangement, together with a duly completed and executed Letter of Transmittal, and such additional documents,

certificates and instruments as the Exchange Agent, Parent, Bidco or New Wildlife may reasonably require, the holder of such surrendered

certificate or DRS will be entitled to receive, and the Exchange Agent will, as promptly as practicable after the Arrangement Effective

Time, deliver to such holder (in each case less any amounts withheld pursuant to Section 4.2 (if any)), the certificate(s) representing

or other evidence of, shares of New Wildlife Common Stock that such Parent Common Shareholder is entitled to receive under the Arrangement,

and any certificate or DRS so surrendered will forthwith be cancelled.

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(4) In the event of a transfer of ownership of Parent Common Shares which was not registered in the transfer

records of Parent, the Arrangement Consideration that such holder has the right to receive, subject to Section 2.3, shall be delivered

to the transferee if the certificate or DRS which immediately prior to the Arrangement Effective Time represented Parent Common Shares

that were exchanged for the Arrangement Consideration under the Arrangement is presented to the Exchange Agent, accompanied by all documents

reasonably required to evidence and effect such transfer.

(5) After the Arrangement Effective Time and until surrendered as contemplated by this Article 4, each certificate

or DRS that immediately prior to the Arrangement Effective Time represented one or more Parent Common Shares, other than Dissent Shares,

will be deemed at all times to represent only the right to receive in exchange therefor certificate(s) representing or other evidence

of, initially the Bidco Shares and the Bidco Cash Consideration and then the shares of New Wildlife Common Stock and any cash that such

Parent Common Shareholder is entitled to receive in accordance with Section 4.4, less any amounts withheld pursuant to Section 4.2

(if any).

Section 4.2         Deemed

Fully Paid and Non-Assessable Shares

All Bidco Shares and shares of New Wildlife Common

Stock issued pursuant to this Plan of Arrangement shall be deemed to be validly issued and outstanding as fully paid and non-assessable

shares.

Section 4.3         Withholding

Rights

Parent, Bidco, New Wildlife, the Exchange Agent

and any other relevant Person (each, a “withholding agent”) will be entitled to take such actions as are reasonably necessary

to deduct and withhold (or cause to be deducted and withheld) from any amounts or consideration payable or otherwise deliverable to any

Person pursuant to the Arrangement (including this Plan of Arrangement) such Tax, source deductions and other amounts as are required

to be deducted and withheld under applicable Legal Requirements. To the extent that amounts are so deducted and withheld and timely remitted

to the applicable Governmental Body, such amounts will be treated for all purposes of the Arrangement as having been paid to the Person

in respect of which such deduction and withholding was made. Each withholding agent is hereby authorized to sell or otherwise dispose

of, on behalf of such Person, such portion of any share or other security deliverable to such Person as is necessary to provide sufficient

funds to the withholding agent to enable it to comply with such deduction and withholding requirement and the withholding agent will use

commercially reasonable efforts to notify such Person thereof and remit the applicable portion of the net proceeds of such sale to the

appropriate Governmental Body and, if applicable, any portion of such net proceeds that is not required to be so remitted will be paid

to such Person.

Section 4.4         No

Fractional Shares

No fractional Bidco Shares or fractional shares

of New Wildlife Common Stock shall be issued pursuant to this Plan of Arrangement. Where the aggregate number of shares of New Wildlife

Common Stock to be ultimately issued to any Person pursuant to this Plan of Arrangement would result in a fraction of a share of New Wildlife

Common Stock being issuable, the number of shares of New Wildlife Common Stock to be delivered to such Person shall be rounded down to

the nearest whole share of New Wildlife Common Stock, and in lieu of delivery of such fractional share of New Wildlife Common Stock, New

Wildlife shall pay to such Person an amount in cash equal to the product obtained by multiplying (i) the fractional share interest

in shares of New Wildlife Common Stock to which such Person would otherwise be entitled by 10 times the volume-weighted average closing

price (rounded to the nearest one ten thousandth) of Parent Common Shares on the Parent Stock Exchange on the last 30 trading days preceding

the Closing Date.

- 10 -

Section 4.5         Calculations

All amounts of cash payable under this Plan of

Arrangement will be calculated to the nearest cent ($0.01). All calculations and determinations made in good faith by New Wildlife, Bidco,

Parent or the Exchange Agent, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final and binding.

Section 4.6         Interest

Under no circumstances shall interest accrue or

be paid by New Wildlife, Bidco, Parent, the Exchange Agent or any other Person to any Parent Common Shareholder or other person depositing

certificates or DRS pursuant to this Plan of Arrangement in respect of Parent Common Shares existing immediately prior to the Arrangement

Effective Time, regardless of any delay in making any delivery or payment contemplated hereunder.

Section 4.7         No

Encumbrances

Any exchange or transfer of securities, deemed

or otherwise, in accordance with this Plan of Arrangement shall be free and clear of any Encumbrances or other claims of third parties

of any kind.

Section 4.8         Lost

Certificates

In the event that any certificate

which, immediately prior to the Effective Time, represented one or more outstanding Parent Common Shares, which were exchanged in accordance

with Section 2.3(3) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming

such certificate to be lost, stolen or destroyed, the Exchange Agent shall deliver in exchange for such lost, stolen or destroyed certificate,

the aggregate Arrangement Consideration which such holder is entitled to receive in accordance with this Plan of Arrangement. When authorizing

such delivery of the aggregate Arrangement Consideration which such holder is entitled to receive in exchange for such lost, stolen or

destroyed certificate, the holder to whom the Arrangement Consideration is to be delivered shall, as a condition precedent to the delivery

of such Arrangement Consideration, give a bond satisfactory to Bidco, Parent and the Exchange Agent in such amount as Bidco, Parent and

the Exchange Agent may direct (each acting reasonably), or otherwise indemnify Bidco, Parent and the Exchange Agent and/or any of their

respective representatives or agents in a manner satisfactory to Bidco, Parent and the Exchange Agent (each acting reasonably), against

any claim that may be made against Bidco, Parent or the Exchange Agent and/or any of their respective representatives or agents with respect

to the certificate alleged to have been lost, stolen or destroyed.

Section 4.9         Extinction

of Rights

If any former Parent Common Shareholder fails

to deliver to the Exchange Agent the certificates, documents or instruments required to be delivered to the Exchange Agent under this

Article 4 in order for such former Parent Common Shareholder to receive the consideration which such former holder is entitled to

receive pursuant to Section 2.3(3) and Section 2.3(4) on or before the day immediately prior to the sixth anniversary

of the Arrangement Effective Time, then any right or claim to payment hereunder that remains outstanding on the day before the sixth anniversary

of the Arrangement Effective Time (i) will cease to represent a right or claim of any kind or nature and the right of the holder

to receive the applicable consideration pursuant to this Plan of Arrangement will terminate and any applicable consideration held by the

Exchange Agent in trust for such former holder will be deemed to be surrendered and forfeited to Bidco and New Wildlife or their respective

successors for no consideration, and (ii) any certificate representing Parent Common Shares formerly held by such former holder will

cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to Bidco and will be cancelled. None of

Parent, Bidco or New Wildlife, or any of their respective successors, will be liable to any Person in respect of any consideration (including

any consideration previously held by the Exchange Agent in trust for any such former holder) which is forfeited to Parent, Bidco or New

Wildlife or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

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Article 5

PARAMOUNTCY

Section 5.1         Paramountcy

From and after the Arrangement Effective Time:

(a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Parent Common Shares, Parent

Options and Parent RSUs issued or outstanding prior to the Arrangement Effective Time, (b) the rights and obligations of the Parent

Common Shareholders, the holders of Parent Options, the holders of Parent RSUs, Parent, Bidco, New Wildlife, Wildlife Acquisition I Corp.,

Wildlife Acquisition II LLC, the Company, the Exchange Agent, and any registrar or transfer agent or other depositary therefor in relation

thereto, and any other Person having any right, title or interest in or to Parent Common Shares, Parent Options and Parent RSUs, shall

be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent

and whether or not previously asserted) based on or in any way relating to any Parent Common Shares, Parent Options and Parent RSUs shall

be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

Article 6

AMENDMENTS

Section 6.1         Amendments

(1) Parent and the Company may amend, modify and/or supplement this Plan of Arrangement at any time and from

time to time prior to the Arrangement Effective Time, provided that each such amendment, modification and/or supplement must (a) be

set out in writing, (b) be approved by the Company and Parent, each acting reasonably, (c) be filed with the Court, and, if

made following the Parent Shareholders’ Meeting, approved by the Court, and (d) be communicated to the Parent Common Shareholders,

holders of Parent Options and holders of Parent RSUs if and as required by the Court.

(2) Subject to the provisions of the Interim Order, any amendment, modification and/or supplement to this

Plan of Arrangement may be proposed by Parent or the Company at any time prior to or at the Parent Shareholders’ Meeting (provided

that Parent or the Company, as applicable, shall have consented thereto in writing) with or without any other prior notice or communication,

and if so proposed and accepted by the Persons voting at the Parent Shareholders’ Meeting (other than as may be required under the

Interim Order), shall become part of this Plan of Arrangement for all purposes.

(3) Parent and the Company may amend, modify and/or supplement this Plan of Arrangement at any time and from

time to time after the Parent Shareholders’ Meeting and prior to the Arrangement Effective Time with the approval of the Court,

and, if and as required by the Court, after communication to the Parent Common Shareholders, holders of Parent Options and holders of

Parent RSUs.

(4) Notwithstanding anything to the contrary contained herein, Parent and the Company may amend, modify and/or

supplement this Plan of Arrangement at any time and from time to time without the approval of the Court, the Parent Common Shareholders,

holders of Parent Options, holders of Parent RSUs or any other Persons, provided that each such amendment, modification and/or supplement

(a) must concern a matter which, in the reasonable opinion of each of Parent and the Company, is of an administrative or ministerial

nature required to better give effect to the implementation of this Plan of Arrangement, and (b) is not adverse to the financial

or economic interests of any Parent Common Shareholders, holders of Parent Options or holders of Parent RSUs or, to the extent the amendment,

modification and/or supplement is made following the Arrangement Effective Time, former Parent Common Shareholders, former holders of

Parent Options or former holders of Parent RSUs.

- 12 -

Section 6.2

Termination

This Plan of Arrangement may be withdrawn prior

to the Arrangement Effective Time in accordance with the terms of the Arrangement Agreement.

Article 7

FURTHER ASSURANCES

Section 7.1         Further

Assurances

Notwithstanding

that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in

this Plan of Arrangement without any further act or formality, each of Parent, Bidco, New Wildlife, Wildlife Acquisition I Corp.,

Wildlife Acquisition II LLC and the Company shall make, do and execute, or cause to be made, done and executed, all such further acts,

deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further

document or evidence any of the transactions or events set out in this Plan of Arrangement.

Article 8

U.S. SECURITIES LAW EXEMPTION

Section 8.1         U.S.

Securities Law Exemption

Notwithstanding any provision herein to the contrary,

New Wildlife, Bidco and Parent each agree that this Plan of Arrangement will be carried out with the intention that all Bidco Shares issued

pursuant to this Plan of Arrangement, whether in the United States, Canada or any other country, be issued or granted, as the case may

be, and exchanged, in reliance on the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof

and applicable state securities Laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

In addition, to

the extent necessary, to provide for the issuance of freely tradeable shares, New Wildlife shall, on or as promptly as practicable following

the Arrangement Effective Date, file one or more registration statements on Form S-8 with the SEC to register the issuance of shares

of New Wildlife Common Stock upon exercise of Replacement Options and vesting of Replacement RSUs from time to time after the Arrangement

Effective Time. New Wildlife shall also apply and use commercially reasonable efforts to obtain approval for listing on Nasdaq by the

Arrangement Effective Time of the shares of New Wildlife Common Stock issuable hereunder, including the shares of New Wildlife Common

Stock issuable upon the exercise of any Replacement Options and vesting of Replacement RSUs.

Exhibit H

TRA

Termination AgreemenT

[Intentionally Omitted]

H-1

EX-2.2 — EXHIBIT 2.2

EX-2.2

Filename: tm2612789d1_ex2-2.htm · Sequence: 3

Exhibit 2.2

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

TABLE OF CONTENTS

Page

Article I THE MERGER

Section 1.1

The Mergers

Section 1.2

Effect of the Mergers

Section 1.3

The Closing

Section 1.4

Effective Times

Section 1.5

Charter Documents

Section 1.6

Directors; Officers

Article II Treatment of Securities

Section 2.1

Treatment of Capital Stock

Section 2.2

Payment for Securities

Section 2.3

Withholding

Section 2.4

Fractional Shares

Section 2.5

Tax Treatment

Article III REPRESENTATIONS AND WARRANTIES BY THE COMPANY

Section 3.1

Organization

Section 3.2

Capitalization

Section 3.3

Authorization

Section 3.4

No Conflict; Required Consents and Approvals

Section 3.5

Financial Statements

Section 3.6

No Undisclosed Liabilities

Section 3.7

Holding Company

Section 3.8

Taxes

Article IV REPRESENTATIONS AND WARRANTIES OF WILDLIFE, MERGER SUB I and merger sub ii

Section 4.1

Organization

Section 4.2

Valid Issuance

Section 4.3

Authorization

Section 4.4

No Conflict; Required Consents and Approvals

Article V COVENANTS

Section 5.1

Conduct of Business

Section 5.2

Reasonable Best Efforts; Frustration of Closing Conditions

Section 5.3

Tax Matters

Section 5.4

Required Notification

Section 5.5

Indemnification of Directors and Officers.

Section 5.6

Stockholder Consent; Information Statement

Section 5.7

Transfer Restrictions

Article VI CONDITIONS TO CLOSING

Section 6.1

Conditions to Obligations of Wildlife, Merger Sub I and Merger Sub II

Section 6.2

Conditions to Obligations of the Company

Article VII TERMINATION

Section 7.1

Termination

(i)

TABLE OF CONTENTS (cont.)

Page

Section 7.2

Effect of Termination

Article VIII MISCELLANEOUS

Section 8.1

Survival; Entire Agreement; Assignment; Successors

Section 8.2

Entire Agreement; Counterparts

Section 8.3

Severability

Section 8.4

Notices

Section 8.5

Applicable Law; Jurisdiction; Waiver of Jury Trial

Section 8.6

Interpretation

Section 8.7

No Third-Party Beneficiaries

Section 8.8

Remedies

Section 8.9

Amendment and Modification

Section 8.10

Fees and Expenses

Section 8.11

Waivers

(ii)

TABLE OF ANNEXES

Annex I

Certain Definitions

Annex II

Written Consent

(iii)

AGREEMENT AND PLAN OF MERGER

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.

RECITALS

WHEREAS,

Wildlife, Merger Sub I, Merger Sub II and the Company intend to effect (i) a merger of Merger Sub I with and into the Company (the

“First Merger”), with the Company as the surviving entity and continuing as a wholly owned Subsidiary of Wildlife,

and (ii) as soon as practicable following the First Merger, but in any case, on the same day as the First Effective Time

(as defined below), and as the second step in a single integrated transaction with the First Merger, a merger of the Company with and

into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Mergers”), with

Merger Sub II as the surviving entity and continuing as a wholly owned Subsidiary of Wildlife, each of the Mergers being in accordance

with this Agreement, the General Corporation Law of the State of Delaware (the “DGCL”) and the Delaware Limited Liability

Company Act (the “DLLCA”).

WHEREAS,

concurrently with the execution and delivery of this Agreement, Wildlife has entered into an arrangement agreement and plan of merger

(as the same may be amended or modified after the date hereof, the “Wildlife Merger Agreement”) with The Real

Brokerage Inc., a company existing under the laws of the Province of British Columbia (“Wildlife Merger Counterparty”)

and the other parties thereto pursuant to which (and subject to the terms and conditions thereof) Wildlife Merger Counterparty has incorporated

New Wildlife, and New Wildlife has incorporated Merger Sub I and Merger Sub II (each as defined in the Wildlife Merger Agreement), for

the purposes of acquiring Wildlife. Pursuant to the terms of the Wildlife Merger Agreement, the outstanding shares of Wildlife Common

Stock (including the shares of Wildlife Class A Common Stock to be issued to the holders of Company Common Stock in the First Merger

pursuant to this Agreement) will be converted into the Merger Consideration (as defined in the Wildlife Merger Agreement).

WHEREAS, each of the parties

to this Agreement intends that, for U.S. federal income tax purposes, the acquisition of the Company pursuant to the Mergers will qualify

as a “reorganization” within the meaning of Section 368(a) of the Code, and that this Agreement be and is hereby

adopted as, a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and for purposes

of Sections 354 and 361 of the Code.

NOW, THEREFORE, in consideration

of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy

of which are hereby acknowledged, the parties agree as follows:

(1)

Article I

THE MERGER

Section 1.1

The Mergers. Upon the terms and subject to the conditions set forth in this Agreement, and in

accordance with the relevant provisions of the DGCL, at the First Effective Time, Merger Sub I shall be merged with and into the

Company, and the separate existence of Merger Sub I shall cease. The Company will become a wholly owned Subsidiary of Wildlife and

will continue as the surviving corporation in the First Merger (the “Surviving Corporation”). Upon the terms and

subject to the conditions set forth in this Agreement, as soon as practicable following the First Effective Time, but in any case,

on the same day as the First Merger, and as part of a single integrated transaction, at the Second Effective Time, the Surviving

Corporation shall be merged with and into Merger Sub II and Merger Sub II will continue as the surviving entity in the Second Merger

and as a wholly owned Subsidiary of Wildlife (the “Surviving LLC”) in accordance with the applicable provisions

of the DGCL and the DLLCA.

Section 1.2

Effect of the Mergers. The First Merger shall have the effects set forth in this Agreement and in the

applicable provisions of the DGCL. The Second Merger shall have the effects set forth in this Agreement and in the applicable

provisions of the DGCL and the DLLCA.

Section 1.3

The Closing. The closing of the Mergers (the “Closing”)

shall take place by means of a virtual closing through electronic exchange of signatures at 7:30 a.m. (Mountain Time) on the

Closing Date under (and as defined in) the Wildlife Merger Agreement, subject to the satisfaction or, to the extent permitted by

applicable Law, waiver of each of the conditions set forth in Article VI or at such other place, time or date as

Wildlife and the Company may agree in writing. The date on which the Closing actually takes place is referred to as the

“Closing Date.” In no event will the Mergers be consummated unless the mergers contemplated by the Wildlife

Merger Agreement (the “Wildlife Mergers”) are consummated immediately thereafter, and in no event will the

Wildlife Mergers be consummated unless the Mergers are consummated immediately prior thereto.

Section 1.4

Effective Times. The First Merger shall become effective at the time of the filing of a duly

executed certificate of merger by the Company with the Secretary of State of the State of Delaware or at such later time as may be

mutually agreed by Wildlife and the Company in writing and specified in such certificate of merger (the time at which the First

Merger becomes effective being referred to as the “First Effective Time”). As soon as practicable after the First

Effective Time, but in any case, on the same day as the First Effective Time, the Second Merger shall become effective at the time

of the filing of a duly executed certificate of merger by Merger Sub II with the Secretary of State of the State of Delaware or at

such later time as may be mutually agreed by Wildlife and the Company prior to the Closing in writing and specified in such

certificate of merger (the time at which the Second Merger becomes effective being referred to as the “Second Effective

Time”). Notwithstanding anything to the contrary set forth herein, the Second Effective Time shall occur prior to the

First Effective Time (as defined in the Wildlife Merger Agreement).

Section 1.5

Charter Documents. Unless otherwise determined by Wildlife prior to the

First Effective Time, and by virtue of the Mergers and pursuant to each certificate of merger:

(2)

(a)            Subject

to Section 5.5, at the First Effective Time, the certificate of incorporation of the Company and the bylaws of the Company,

respectively, shall be amended in their entirety to be the same as the certificate of incorporation of Merger Sub I (other than with

respect to the name and incorporator) and the bylaws of Merger Sub I (other than the name), each as in effect immediately prior to the

First Effective Time, and as so amended shall be the certificate of incorporation and the bylaws of the Surviving Corporation until thereafter

amended in accordance with the provisions thereof and applicable Law.

(b)            Subject

to Section 5.5, at the Second Effective Time, the certificate of formation of Merger Sub II and the limited liability company

agreement of Merger Sub II, respectively, each as in effect immediately prior to the Second Effective Time, shall be the certificate

of formation and the limited liability company agreement of the Surviving LLC until thereafter amended in accordance with the provisions

thereof and applicable Law.

Section 1.6              Directors;

Officers. Unless otherwise determined by Wildlife prior to the First Effective Time:

(a)            The

officers of Merger Sub I immediately prior to the First Effective Time shall be the initial officers of the Surviving Corporation from

and after the First Effective Time and the directors of Merger Sub I immediately prior to the First Effective Time shall be the initial

directors of the Surviving Corporation from and after the First Effective Time.

(b)            Wildlife,

which is and will be the Managing Member (as defined in the limited liability company agreement of Merger Sub II) of Merger Sub II immediately

prior to the Second Effective Time, shall be the Managing Member of the Surviving LLC from and after the Second Effective Time and the

officers of Merger Sub II as of immediately prior to the Second Effective Time shall be the officers of the Surviving LLC from and after

the Second Effective Time.

Article II

Treatment of Securities.

Section 2.1

Treatment of Capital Stock.

(a)            The

First Merger. At the First Effective Time by virtue of the First Merger and without any action on the part of any Person:

(i)            Each

share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than any Dissenting Shares

or Cancelled Shares) shall be converted into a number of fully paid and nonassessable shares of Wildlife Class A Common Stock equal

to the Exchange Ratio, subject to Section 2.4 with respect to fractional shares (the “Merger Consideration”).

For purposes of this Agreement, the “Exchange Ratio” shall equal the number of OpCo Common Units held by the Company divided

by the total number of issued and outstanding shares of Company Common Stock, in each case, as of immediately prior to the First

Effective Time. From and after the First Effective Time, all shares of Company Common Stock (other than any Dissenting Shares or Cancelled

Shares) shall cease to be issued and outstanding and shall automatically be cancelled and retired and shall cease to exist, and each

holder of a valid certificate or certificates which immediately prior to the First Effective Time represented any such shares of Company

Common Stock (each, a “Certificate”) or evidenced by way of book-entry in the register of stockholders of the Company

immediately prior to the First Effective Time (each, a “Book-Entry Share”) shall thereafter cease to have any rights

with respect to such shares of Company Common Stock, except the right to receive the applicable Merger Consideration upon the surrender

of such shares of Company Common Stock in accordance with Section 2.2;

(3)

(ii)           Each

share of Company Common Stock issued and outstanding immediately prior to the First Effective Time that is owned or held in treasury

by the Company or is owned by Wildlife or any direct or indirect wholly owned Subsidiary of Wildlife or of the Company shall be cancelled

and shall cease to exist, and no consideration shall be delivered in exchange therefor (collectively, the “Cancelled Shares”);

(iii)          Each

share of common stock of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be automatically converted

into and become one validly issued, fully paid and nonassessable common share, par value $0.0001 per share, of the Surviving Corporation.

(b)            The

Second Merger. At the Second Effective Time by virtue of the Second Merger and without any action on the part of any Person, each

share of common stock, par value $0.0001 per share, of the Surviving Corporation issued and outstanding immediately prior to the Second

Effective Time shall be cancelled and retired and shall cease to exist. Each limited liability company interest of Merger Sub II issued

and outstanding immediately prior to the Second Effective Time shall remain outstanding as a limited liability company interest of the

Surviving LLC.

Shares. Notwithstanding anything in this Agreement to the contrary (but subject to the provisions of this Section 2.1(c)),

each share of Company Common Stock outstanding immediately prior to the First Effective Time (other than Cancelled Shares) and held by

a holder who has not voted in favor of (or otherwise consented to) the adoption of this Agreement and who has properly and validly demanded

appraisal for such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, the “Dissenting

Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. At the First Effective Time,

all Dissenting Shares shall be cancelled and cease to exist, and the holders of Dissenting Shares shall only be entitled to the rights

granted to them under Section 262 of the DGCL with respect to such Dissenting Shares. If any such holder fails to perfect, or otherwise

fails to comply with the provisions of Section 262 of the DGCL, or otherwise waives, withdraws or loses his, her, its or their right

to appraisal under Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled

to the relief provided by Section 262 of the DGCL, then such holder’s Dissenting Shares shall be deemed to have been converted,

as of the First Effective Time, into and shall be exchangeable solely for the right to receive the Merger Consideration in respect of

each Dissenting Share held by such holder pursuant to Section 2.1(a)(i) without interest and subject to any withholding

of Taxes required by applicable Law. The Company or the Surviving LLC, as applicable, shall give each of Wildlife and the Wildlife Merger

Counterparty prompt written notice of any demands received by the Company or the Surviving LLC, as applicable, for appraisal of shares

of Company Common Stock, of any withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the

Company relating to Section 262 of DGCL, and Wildlife shall have the right to participate in and reasonably and in good faith direct

all negotiations and Actions with respect to such demands. Prior to the First Effective Time, the Company shall not, except with the

prior written consent of Wildlife and the Wildlife Merger Counterparty, make any payment with respect to, or settle or compromise or

offer to settle or compromise, any such demand, or agree to do any of the foregoing in respect of any Dissenting Shares.

(4)

(d)            Adjustment

to Merger Consideration. If, during the period between the date of this Agreement and the First Effective Time, any change in the

issued and outstanding shares of Company Common Stock or Wildlife Class A Common Stock shall occur as a result of any reclassification,

recapitalization, stock split (including reverse stock split), merger, combination, exchange, consolidation, subdivision or readjustment

of shares, subdivision or other similar transaction, or any stock dividend thereon (including any dividend or distribution of securities

convertible into the Company Common Stock or Wildlife Class A Common Stock), the Merger Consideration and any other amounts payable

pursuant to this Agreement shall be appropriately adjusted to eliminate the effect of such event on the Merger Consideration or any such

other amounts payable pursuant to this Agreement. Nothing in this Section 2.1(d) shall be construed to permit the parties

to take any action except to the extent consistent with, and not otherwise prohibited by, the terms of this Agreement.

Section 2.2

Payment for Securities.

(a)            Prior

to the First Effective Time, Wildlife and the Company shall jointly appoint an exchange agent in the Mergers (the “Exchange

Agent”). Immediately prior to the First Effective Time, Wildlife shall deposit with the Exchange Agent evidence of book-entry

shares representing the Wildlife Class A Common Stock issuable pursuant to Section 2.1(a)(i) and any cash payable

in respect of fractional shares pursuant to Section 2.4. Such Wildlife Class A Common Stock and such cash so deposited

with the Exchange Agent are referred to collectively as the “Exchange Fund.”

(b)            Immediately

following the First Effective Time, the Exchange Agent shall issue book-entry shares representing the Merger Consideration (in a number

of whole shares of Wildlife Class A Common Stock) that each holder of Company Common Stock (as of immediately prior to the First

Effective Time and which are set forth on Section 3.2(b) of the Company Disclosure Schedule) has the right to receive

pursuant to the provisions of Section 2.1(a)(i) and shall pay to each such holder cash payable in respect of fractional

shares pursuant to Section 2.4; provided, however, that receipt of the Merger Consideration and such cash shall be

subject to receipt by the Exchange Agent of any documentation or information reasonably requested by the Exchange Agent from such holder.

interest shall be paid or accrue on any portion of the Merger Consideration payable hereunder.

(d)            At

the First Effective Time, the stock transfer books of the Company shall be closed, and thereafter there shall be no further registration

of transfers of Company Common Stock on the records of the Company.

Section 2.3

Withholding. Each of the Company, Wildlife, Merger Sub I, Merger Sub II, the Surviving Corporation, the

Surviving LLC and the Exchange Agent shall be entitled to deduct and withhold from amounts otherwise payable pursuant to this

Agreement any amounts as are required to be withheld or deducted with respect to such payment under the Code, or any other

applicable state, local or non-U.S. Law. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts

shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or

withholding was made.

(5)

Section 2.4

Fractional Shares. No certificate or scrip representing fractional shares of

Wildlife Class A Common Stock shall be issued hereunder, and such fractional share interests shall not entitle the owner

thereof to vote or to any other rights of a stockholder of Wildlife. Notwithstanding any other provision of this Agreement, each

holder of Company Common Stock converted pursuant to the First Merger who would otherwise have been entitled to receive a fraction

of a share of Wildlife Class A Common Stock (after aggregating all shares held by such holder immediately prior to the First

Merger) shall receive, in lieu thereof, cash, without interest, in an amount equal to such fraction of a share of Wildlife

Class A Common Stock multiplied by the volume-weighted average price (rounded to the nearest one ten thousandth) of

Wildlife Class A Common Stock on the New York Stock Exchange (“NYSE”) on the last 30 trading days preceding

the First Effective Time.

Section 2.5

Tax Treatment. For U.S. federal income Tax purposes, Wildlife, Merger Sub I,

Merger Sub II and the Company intend that the acquisition of the Company pursuant to the Mergers will qualify as a

“reorganization” within the meaning of Section 368(a) of the Code, and the Treasury Regulations promulgated

thereunder, and this Agreement is intended to be and is adopted as a “plan of reorganization” within the meaning of

Treasury Regulations Section 1.368-2(g) and for purposes of Sections 354 and 361 of the Code.

Article III

REPRESENTATIONS AND WARRANTIES BY THE COMPANY

Except as disclosed in the

corresponding section (or subsection) of the disclosure letter delivered by the Company to Wildlife immediately prior to the execution

of this Agreement (the “Company Disclosure Schedule”) (it being understood that any information set forth in one section

or subsection of the Company Disclosure Schedule shall be deemed to apply to and qualify (or, as applicable, constitute a disclosure

for purposes of) the representation and warranty set forth in this Agreement to which it corresponds in number and, whether or not an

explicit reference or cross-reference is made, each other representation and warranty set forth in this Article III for which

it is reasonably apparent on its face that such information is relevant to such other section), the Company hereby represents and warrants

to Wildlife, Merger Sub I and Merger Sub II as follows:

Section 3.1

Organization. The Company is a corporation duly organized, validly existing and in good standing under

the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and

as presently proposed to be conducted.

Section 3.2

Capitalization.

(a)            The

authorized capital stock of the Company consists of: 5,000,000 shares of common stock, $0.001 par value per share (the “Company

Common Stock”), of which 3,500,000 shares are classified as Series A Common Stock and 1,500,000 of which are classified

as Series B Common Stock. As of the date hereof, there are (i) 2,657,777 shares of Series A Common Stock issued and outstanding;

and (ii) 531,330 shares of Series B Common Stock issued and outstanding. The Series B Common Stock do not have the right

to vote. All of the outstanding shares of Company Common Stock have been duly authorized, validly issued, fully paid and nonassessable

and free of any pre-emptive rights other than those pursuant to the Stockholder Agreement.

(6)

(b)            As

of the date hereof, Section 3.2(b) of the Company Disclosure Schedule sets forth the record owners of the shares of

each class and series of Company Common Stock.

as set forth in Section 3.2(a) and Section 3.2(b), (i) the Company does not have any shares of capital

stock or other equity interests issued or outstanding; and (ii) except for the Wildlife Merger Agreement, the Stockholder Agreement,

and that certain voting agreement entered into by and among the Company and the other parties thereto in connection with the Wildlife

Merger Agreement (as amended, the “Wildlife Voting Agreement”), there are no outstanding subscriptions, options, warrants,

puts, calls, exchangeable or convertible securities or other similar rights, agreements or commitments or any other Contract to which

the Company is a party or is otherwise bound obligating the Company to (A) issue, transfer or sell, or make any payment with respect

to, any shares of or other equity interests of the Company or securities convertible into, exchangeable for or exercisable for, or that

correspond to, such shares or equity interests, (B) grant, extend or enter into any such subscription, option, warrant, put, call,

exchangeable or convertible securities or other similar right, agreement or commitment, or (C) redeem or otherwise acquire any such

shares or other equity interests.

(d)            As

of the date hereof, the Company owns of record 12,559,600 OpCo Common Units and 1 share of Series B common stock, $0.0001 par value

per share, of Wildlife (“Wildlife Series B Common Stock”), in each case free and clear of all liens.

Section 3.3

Authorization.

(a)            The

Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Requisite

Company Stockholder Approval, to consummate the Transactions. The board of directors of the Company (the “Company Board”)

(i) determined that this Agreement and the Transactions, including the Mergers, are fair to, and in the best interest of, the Company

and its stockholders, (ii) declared it advisable to enter into this Agreement, (iii) approved the execution, delivery and performance

by the Company of this Agreement and the consummation of the Transactions, including the Mergers, and (iv) resolved to recommend

that the Company’s stockholders approve and adopt this Agreement, in each case, on the terms and subject to the conditions set

forth herein. Except for the receipt of the Requisite Company Stockholder Approval, and the filing of the certificates of merger for

the First Merger and the Second Merger with the Secretary of State of the State of Delaware, no other corporate proceedings on the part

of the Company are necessary to authorize the execution and delivery of this Agreement and the consummation of the Transactions.

(b)            The

approval of the Company’s stockholders holding at least a majority of the outstanding Series A Common Stock is the only vote

of the holders of any class or series of capital stock of the Company necessary to approve and adopt this Agreement (the “Requisite

Company Stockholder Approval”).

Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery

hereof by Wildlife, Merger Sub I and Merger Sub II, constitutes the valid and binding agreement of the Company, enforceable against the

Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership,

reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable

remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion

of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Limitations”).

(7)

Section 3.4

No Conflict; Required Consents and Approvals.

(a)            Other

than in connection with or in compliance with (i) the DGCL and the DLLCA, including the filing of the certificates of merger, (ii) the

Securities Act and the Exchange Act, and any other applicable U.S. state or federal securities, takeover or “blue sky” Law,

(iii) the HSR Act and (iv) the NYSE Rules, no consent, approval, authorization or permit of, or filing with or notification

to, any Governmental Entity is necessary or required, under applicable Law, on the part of the Company for the consummation by the Company

of the Transactions, except for such consents, approvals, authorizations, permits, filings or notifications that, if not obtained or

made, (x) would not reasonably be expected have, individually or in the aggregate, a material adverse effect on the Company and

(y) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of the

Company to consummate the Transactions.

(b)            Assuming

compliance with Section 3.4(a) (including, where relevant, expiration of a waiting period) and receipt of the Requisite

Company Stockholder Approval, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company

of the Transactions, do not and will not (i) result in any violation or breach of, or default (with or without notice, lapse of

time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any material obligation

or to the loss of a material benefit under, any material Contract to which the Company is a party, (ii) conflict with or violate

any provision of the Charter Documents of the Company or (iii) conflict with or violate any Law applicable to the Company, other

than in the case of clauses (i) and (iii), any such violation, conflict, breach, default, termination, cancellation, acceleration,

right, or loss that (x) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on

the Company and (y) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the

ability of the Company to consummate the Transactions.

Section 3.5

Financial Statements. The Company has delivered to Wildlife its unaudited financial

statements for the fiscal year ended December 31, 2025 (the “Financial Statements”). The Financial

Statements fairly present in all material respects the financial condition and operating results of the Company for the periods

indicated therein.

Section 3.6

No Undisclosed Liabilities. Except as and to the extent adequately accrued or reserved against in

the balance sheet of the Company set forth in the Financial Statements, the Company has no Liability required to be reflected in a

balance sheet of the Company or disclosed in the notes thereto, except for any Liabilities (i) incurred in the ordinary course

of business consistent with past practice since December 31, 2025, (ii) incurred in connection with the transactions

contemplated hereby or by the Wildlife Merger Agreement or (iii) disclosed in the Company Disclosure Schedule. There are no

off-balance sheet arrangements to which the Company is a party.

Section 3.7

Holding Company. Since the initial public offering of Wildlife, other than for OpCo Common

Units and Wildlife Series B Common Stock, the Company has not owned any equity interest in any corporation, partnership, trust,

joint venture, limited liability company or other business entity. The Company was formed for the sole purpose of beneficially

owning equity interests in Wildlife and OpCo and engaging in transactions and operations incidental thereto. Since the initial

public offering of Wildlife, the Company has conducted no business or operations, except for owning OpCo Common Units and Wildlife

Series B Common Stock and entering into, and complying with its obligations under, this Agreement and the other documents

contemplated hereby, the Wildlife Voting Agreement, any agreements or arrangements with Wildlife or OpCo, and transactions or

operations incidental to the foregoing.

(8)

Section 3.8

Taxes. Except as would not, individually or in the aggregate, reasonably be expected to be

material to the Company:

(a)            (i) all

Tax Returns required to be filed by or on behalf of the Company with any Governmental Entity (1) have been filed on or before the

applicable due date (including any extensions of such due date) and (2) are true, correct and complete; and (ii) all Taxes

for which the Company is liable have been timely paid or accrued (in accordance with GAAP);

(b)            (i) the

Financial Statements reflect a reserve established in accordance with GAAP for all actual and contingent Tax liabilities of the Company

as of the date thereof, and (ii) since such date, the Company has not incurred Liabilities for Taxes other than in the ordinary

course of operation of its business, except in connection with the Transactions or the transactions contemplated by the Wildlife Merger

Agreement;

audit, claim or legal proceeding relating to Taxes for which the Company is or may be liable, is pending or threatened in writing and,

in each case, that has not been resolved; (ii) no deficiency for Taxes that remains unpaid or otherwise settled has been proposed

or assessed by any Governmental Entity against the Company; and (iii) no written claim has ever been made by any Governmental Entity

in a jurisdiction where the Company does not file a Tax Return that it is or may be subject to Tax in that jurisdiction;

(d)            there

are no liens relating to Taxes upon any asset of the Company, other than liens for Taxes or other governmental assessments not yet due

and payable or that are being contested in good faith by appropriate proceedings for which reserves have been maintained in accordance

with GAAP;

(e)            in

the two (2) years prior to the date of this Agreement, the Company has not constituted either a “distributing corporation”

or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code in connection with a distribution

of stock qualifying for tax-free treatment under Sections 355 and 361 of the Code;

(f)            (i) the

Company has no Liability for the Taxes of another Person under Treasury Regulation Section 1.1502-6 (or any similar state, local

or foreign Tax Law), as a transferee, as a successor or by contract, except for an agreement (A) that will terminate as of Closing

or (B) entered into in the ordinary course of business and not primarily related to the allocation or sharing of Taxes or otherwise,

and (ii) the Company is not, and has not been, a member of an affiliated, consolidated, or unitary group for Tax purposes;

(g)            the

Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar contract

(except for an agreement (i) solely between the Company and Wildlife or Wildlife’s subsidiaries or (ii) entered into

in the ordinary course of business and not primarily related to the allocation or sharing of Taxes);

(9)

(h)            the

Company has never participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) (or

a similar transaction under any similar provision of state, local or foreign Law);

(i)

the Company has not entered into any “closing agreement” as described in

Section 7121 of the Code (or any similar state, local or foreign Tax Law), and the Company has not requested, received or is

subject to any written ruling of a Governmental Entity or has entered into any similar written agreement with a Governmental Entity

with respect to any Taxes;

(j)

the Company has properly and timely withheld from each payment or deemed payment made to any employee,

contractor, past or present supplier, creditor, stockholder or other third party all Taxes and other deductions required to be

withheld and has duly and timely paid such withheld amounts to the proper Governmental Entities and complied with all reporting and

record retention requirements related to such Taxes;

(k)            the

Company has no knowledge of any facts, agreements, plans or other circumstances, or has taken or agreed to take any action, that could

reasonably be expected to prevent or impede the Mergers, taken together, from qualifying as a “reorganization” within the

meaning of Section 368(a) of the Code;

(l)

for all transactions between the Company and any non-resident person with whom it was not

dealing at arm’s length, the Company has made or obtained records or documents that meet the transfer pricing requirements

under applicable law;

(m)            at

all times between the date of its formation until the completion of the Mergers, the Company was validly classified as an S corporation

within the meaning of Sections 1361 and 1362 of the Code for U.S. federal income Tax purposes and any analogous or corresponding state,

local or non-U.S. Tax Law; and

(n)            (i) the

Company has no potential Tax liability under Section 1374 of the Code (or any similar provision of state or local Tax Law), and

(ii) the Company has not, in the past five (5) years, (A) acquired assets from a corporation in a transaction in which

the Company’s Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired

assets (or any other property) in the hands of the transferor or (B) acquired the stock of any corporation that is a qualified subchapter

S subsidiary.

Section 3.9            Legal

Proceedings. Except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the

Company, there is no pending Legal Proceeding or that, to the Knowledge of the Company, is being threatened in writing against the Company

or any of its Subsidiaries, directors or officers.

(10)

Article IV

REPRESENTATIONS AND WARRANTIES

OF wildlife, MERGER SUB I and merger sub ii

Wildlife, Merger Sub I and

Merger Sub II hereby represent and warrant to the Company as follows:

Section 4.1

Organization. Each of Wildlife, Merger Sub I and Merger Sub II is a legal entity duly

organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and has all requisite

corporate power and authority to carry on its business as now conducted and as presently proposed to be conducted.

Section 4.2

Valid Issuance. All shares of Wildlife Class A Common Stock issuable as Merger Consideration (the

“Wildlife Share Issuance”) will be, when issued in accordance with the terms of this Agreement, duly authorized,

validly issued, fully paid, nonassessable, issued in compliance in all material respects with applicable Law and free of any

preemptive rights.

Section 4.3

Authorization.

(a)            Wildlife

has the requisite corporate power and authority to execute and deliver this Agreement and, subject to receipt of the Requisite Wildlife

Stockholder Approval, to consummate the Transactions. The board of directors of Wildlife (the “Wildlife Board”) at

a duly held meeting (i) determined that this Agreement and the Transactions, including the Mergers and the Wildlife Share Issuance,

are fair to, and in the best interest of, Wildlife and its stockholders, (ii) declared it advisable to enter into this Agreement,

(iii) approved the execution, delivery and performance by Wildlife of this Agreement and the consummation of the Transactions, including

the Mergers and the Wildlife Share Issuance, and (iv) except as permitted pursuant to Section 5.9, resolved to recommend that

Wildlife’s stockholders approve the Wildlife Share Issuance (the “Wildlife Board Recommendation”), in each case,

on the terms and subject to the conditions set forth herein. Except for the receipt of the Requisite Wildlife Stockholder Approval and

the Wildlife Merger Approvals, and the filing of the certificates of merger for the First Merger and the Second Merger with the Secretary

of State of the State of Delaware, no other corporate proceedings on the part of Wildlife are necessary to authorize the execution and

delivery of this Agreement and the consummation of the Transactions.

(b)            The

affirmative vote of the holders of a majority of the voting power of the shares of Wildlife Common Stock outstanding on the record date

and present in person or by proxy at the Company Stockholders’ Meeting (as defined in the Wildlife Merger Agreement) and entitled

to vote on the proposal to approve the Wildlife Share Issuance is the only vote of the holders of any class or series of capital stock

of Wildlife necessary to approve the Wildlife Share Issuance (the “Requisite Wildlife Stockholder Approval”).

affirmative vote of Wildlife, as the sole stockholder of Merger Sub I, is the only vote of the holders of any class or series of capital

stock of Merger Sub I necessary to approve the First Merger and to approve and adopt this Agreement (the “Wildlife First Merger

Approval”).

(d)            The

affirmative vote of Wildlife, as the sole stockholder of Merger Sub II, is the only vote of the holders of any class or series of securities

of Merger Sub II necessary to approve the Second Merger and to approve and adopt this Agreement (the “Wildlife Second Merger

Approval” and, together with the Wildlife First Merger Approval, the “Wildlife Merger Approvals”).

(e)            This

Agreement has been duly and validly executed and delivered by Wildlife, Merger Sub I and Merger Sub II and, assuming the due authorization,

execution and delivery hereof by the Company, constitutes the valid and binding agreement of Wildlife, Merger Sub I and Merger Sub II,

enforceable against Wildlife, Merger Sub I and Merger Sub II in accordance with its terms, except for the Enforceability Limitations.

(11)

Section 4.4

No Conflict; Required Consents and Approvals.

(a)            Other

than in connection with or in compliance with (i) the DGCL and the DLLCA, including the filing of the certificates of merger, (ii) the

Securities Act and the Exchange Act, and any other applicable U.S. state or federal securities, takeover or “blue sky” Law,

(iii) the HSR Act, and (iv) the NYSE Rules, no consent, approval, authorization or permit of, or filing with or notification

to, any Governmental Entity is necessary or required, under applicable Law, on the part of Wildlife for the consummation by Wildlife

of the Transactions, except for such consents, approvals, authorizations, permits, filings or notifications that, if not obtained or

made, (x) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Wildlife and

(y) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Wildlife

to consummate the Transactions.

(b)            Assuming

compliance with Section 4.4(a) (including, where relevant, expiration of a waiting period) and receipt of the Requisite

Wildlife Stockholder Approval and the Wildlife Merger Approvals, the execution, delivery and performance by Wildlife of this Agreement

and the consummation by Wildlife of the Transactions, do not and will not (i) result in any violation or breach of, or default (with

or without notice, lapse of time, or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration

of any material obligation or to the loss of a material benefit under, any material Contract to which Wildlife is a party, (ii) conflict

with or violate any provision of the Charter Documents of Wildlife or (iii) conflict with or violate any Law applicable to Wildlife,

other than in the case of clauses (i) and (iii), any such violation, conflict, breach, default, termination, cancellation, acceleration,

right, or loss that (x) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on

Wildlife and (y) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability

of Wildlife to consummate the Transactions.

Article V

COVENANTS

Section 5.1

Conduct of Business. During the period from the date hereof and continuing until the

earlier of the termination of this Agreement in accordance with the terms hereof and the Closing, the Company shall not conduct any

business or operations, except for directly or indirectly owning equity interests of Wildlife and OpCo and entering into, and

complying with its covenants and agreements under, this Agreement, the Wildlife Voting Agreement, the Wildlife Merger Agreement and

transactions or operations incidental to the foregoing.

Section 5.2

Reasonable Best Efforts; Frustration of Closing Conditions.

(a)            Subject

to the terms and conditions set forth in this Agreement, each of the parties shall, and shall cause their respective Affiliates and Subsidiaries

to, use their reasonable best efforts to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, and

to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law to consummate

and make effective the Transactions as promptly as practicable after the date hereof and in any event prior to the End Date (as defined

in the Wildlife Merger Agreement), including (i) obtaining all necessary actions or nonactions, waivers, consents, clearances, approvals

and expirations or terminations of waiting periods, including under antitrust or competition Laws, from Governmental Entities and making

all necessary registrations and filings and taking all steps as may be necessary to obtain an approval, clearance or waiver from, or

to avoid Actions by, any Governmental Entities, (ii) obtaining all necessary consents, approvals or waivers from third parties,

(iii) defending any Action, lawsuits or other actions, whether judicial or administrative, challenging this Agreement or the consummation

of the Transactions and (iv) executing and delivering any additional instruments necessary to consummate the Transactions.

(12)

(b)            In

furtherance and not in limitation of the foregoing, each of the parties shall, and shall cause their respective Affiliates and Subsidiaries

to, (i) as promptly as reasonably practicable (and in any event within fifteen (15) Business Days after the date of this Agreement),

file with the Federal Trade Commission and the Antitrust Division of the Department of Justice a Notification and Report Form relating

to this Agreement and the Mergers and the other Transactions as required by the HSR Act, which shall request early termination of the

HSR Act waiting period to the extent available, (ii) promptly furnish the other party, subject in appropriate cases to appropriate

confidentiality agreements to limit disclosure to outside lawyers and consultants, with such information and reasonable assistance as

such other party and its Affiliates and Subsidiaries may reasonably require in connection with their preparation of necessary filings,

notifications, responses, and submissions of information to any Governmental Entity, (iii) promptly supply any additional information

and documentary material that may be required or requested pursuant to any applicable Laws by any Governmental Entity including a Request

for Additional Information and Documentary Material, and (iv) take or cause to be taken all other actions necessary, proper or advisable

to obtain all applicable clearances, consents, authorizations, approvals or waivers and cause the expiration or termination of all applicable

waiting periods with respect to the Mergers and the other Transactions under any applicable Laws as promptly as practicable and in any

event so as to allow the Closing to occur prior to the End Date (as defined in the Wildlife Merger Agreement).

limiting the generality of anything contained in this Section 5.2, each party shall, in connection with the Transactions,

subject to requirements of any Governmental Entity and any applicable Law, and subject to all applicable privileges, including the attorney-client

privilege: (i) promptly inform the other parties and the Wildlife Merger Counterparty of any substantive communication from any

Governmental Entity; (ii) consult and cooperate with, and consider in good faith the views of, one another and the Wildlife Merger

Counterparty, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made

or submitted by or on behalf of any party hereto in connection with proceedings under the HSR Act, provided that Wildlife shall have

the right to direct and control the overall strategy of the foregoing; (iii) promptly provide the other parties and the Wildlife

Merger Counterparty with copies of all substantive written communications to or from any Governmental Entity; (iv) use good faith

efforts to give the other parties and the Wildlife Merger Counterparty reasonable advance notice of all meetings with any Governmental

Entity; and (v) not participate independently in any meeting with a Governmental Entity without providing reasonable advance notice

to the other parties and the Wildlife Merger Counterparty and an opportunity to attend and participate in such meeting. Each of the parties

and the Wildlife Merger Counterparty may, as it deems advisable and necessary, reasonably designate any competitively sensitive material

provided to the other parties or the Wildlife Merger Counterparty as “outside counsel only” such that the materials and the

information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by outside

legal counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the

party hereto that provided the materials. Any materials shared under this Section 5.2(c) may be redacted (x) to

remove references concerning the valuation of the businesses of Wildlife, or proposals from third parties, (y) as necessary to comply

with Contracts and (z) as necessary to address reasonable privilege or confidentiality concerns, and may be provided on an outside

counsel only basis. Each of the parties may limit the other parties’ and the Wildlife Merger Counterparty’s participation

in any meeting or discussion with any Governmental Entity to outside counsel (or other agreed representatives) in order to protect competitively

sensitive information that may be discussed during the meeting or discussion or to address reasonable privilege or confidentiality concerns

(13)

(d)            Notwithstanding

anything to the contrary set forth in this Agreement, no party may rely on the failure of any condition set forth in Article VI

to be satisfied if such failure was primarily caused by the failure of such party, as applicable, to perform any of their respective

obligations under this Agreement.

Section 5.3

Tax Matters.

(a)            Tax

Treatment. The parties hereto intend that the acquisition of the Company pursuant to the Mergers will qualify as a “reorganization”

within the meaning of Section 368(a) of the Code, and this Agreement is intended to constitute, and is hereby adopted as, a

“plan of reorganization” within the meaning of Section 368 of the Code and Treasury Regulations Sections 1.368-2(g) and

1.368-3(a). The Company and Wildlife agree to use their reasonable best efforts to cause the Mergers, taken together, to qualify as a

“reorganization” within the meaning of Section 368(a) of the Code. Each of the parties to this Agreement shall

treat the Mergers, taken together, as a “reorganization” within the meaning of Section 368(a) of the Code, and

no party shall take any position for Tax purposes inconsistent therewith, except to the extent otherwise required pursuant to a “determination”

within the meaning of Section 1313(a) of the Code. The parties hereto agree to (and, after the Closing, Wildlife agrees to

cause Company to) (i) file and retain such information as shall be required under Treasury Regulation Section 1.368-3, and

(ii) file all Tax Returns on a basis consistent with, and not take any position with a Governmental Entity inconsistent with, the

intended characterization in this Section 5.3(a), except as otherwise required by applicable Law.

(b)            Transfer

Taxes. The payment of any transfer taxes (including any penalties and interest) incurred solely by a holder of Company Common Stock

in connection with the First Merger, and the filing of any related Tax Returns and other documentation with respect to such Taxes and

fees, shall be the sole responsibility of such holder.

Section 5.4

Required Notification. The Company shall promptly notify Wildlife and the Wildlife Merger

Counterparty of (a) any notice or other substantive communication from any Governmental Entity in connection with the

Transactions; (b) any notice from any Person alleging that the consent of such Person is or may be required in connection with

the Transactions; (c) any Action commenced or, to the Knowledge of the Company threatened against, relating to or involving the

Company or that relates to the consummation of the Transactions; or (d) any breach of any representation, warranty or covenant

in this Agreement that would reasonably be expected to cause any of the conditions to Closing set forth in Article VI

not to be satisfied. Any such disclosure shall not constitute an exception to the representations and warranties set forth in Article III,

shall not limit the rights of Wildlife under this Agreement for any breach by the Company of such representations and warranties,

and shall not have the effect of satisfying any of the conditions set forth in Section 6.1.

(14)

Section 5.5

Indemnification of Directors and Officers.

(a)            From

and after the First Effective Time, the Surviving LLC shall, and Wildlife shall cause the Surviving LLC to, exculpate, indemnify and

hold harmless (and shall also advance or cause the Surviving LLC to advance fees, costs and expenses as incurred), to the fullest extent

that the Company would have been permitted under applicable Law, the Company Charter Documents (as in effect on the date hereof), and

any indemnification agreements entered into prior to the date hereof with the Company, each present and former director or officer of

the Company, and any other individual who is or was serving at the request of the Company as a director, officer, manager, member, trustee,

fiduciary, employee or agent of another Person (collectively, the “Indemnified Persons”), against any costs or expenses

(including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (including all interest, assessments

and other charges paid or payable in connection with or in respect thereof) incurred in connection with any claim, action, suit, proceeding

or investigation, whether civil, criminal, administrative or investigative, including any amounts paid in settlement, arising out of

or related to such Indemnified Persons’ service as a director or officer of the Company or services performed by such Person at

the request of the Company at or prior to the First Effective Time, whether asserted or claimed prior to, at or after the First Effective

Time, including with respect to the Mergers and the other transactions contemplated hereby; provided, that the foregoing shall

not require the Surviving LLC to exculpate, indemnify or hold harmless (or make advances) to any Person (including any Person serving

as a director or officer of the Company or Wildlife) in connection with any claim, action, suit, proceeding or investigation to the extent

that such matter relates to such Person’s capacity as a holder of equity in the Company or to the extent that such matter was initiated

by such Person. The Surviving LLC shall promptly reimburse each Indemnified Person for any costs or expenses (including attorneys’

fees) incurred by such Indemnified Person in successfully enforcing the indemnification or other obligations provided in this Section 5.5.

(b)            From

the First Effective Time until the sixth anniversary of the First Effective Time, the Surviving LLC shall, and Wildlife shall cause the

Surviving LLC to, cause the organizational documents of the Surviving LLC to contain provisions with respect to indemnification, exculpation

and advancement and reimbursement that are at least as favorable as the indemnification, exculpation and advancement and reimbursement

provisions contained in the certificate of incorporation or bylaws of the Company immediately prior to the First Effective Time, and

during such period, such provisions shall not be amended, repealed or otherwise modified in any respect, except as required by applicable

Law. The indemnification agreements between the Company and an Indemnified Person shall survive the consummation of the Mergers and continue

in full force and effect in accordance with their respective terms and the Surviving LLC shall, and Wildlife shall cause the Surviving

LLC to, honor and perform all such agreements.

(15)

the First Effective Time until the sixth anniversary of the First Effective Time, the Surviving LLC shall, and Wildlife shall cause the

Surviving LLC to, maintain in effect, for the benefit of the Indemnified Persons with respect to their acts and omissions as directors

or officers of the Company, or other acts or omissions at the request of the Company occurring prior to the First Effective Time, continuing

insurance coverage with respect to the current policies of directors’ and officers’ insurance maintained by the Company as

of the date of this Agreement (the “Existing Insurance Policies”), except that: (i) the Surviving LLC may substitute

for any Existing Insurance Policy a policy or policies substantially equivalent to and in any event not less favorable than the existing

policies of the Company with a carrier who has an equal or better credit rating; and (ii) the Surviving LLC will not be required

to pay annual premiums for the Existing Insurance Policies (or for any substitute policies) in excess of 300% of the most recent annual

premium paid prior to the date of this Agreement for the Existing Insurance Policies (the “Maximum Premium”). If any

future annual premiums for the Existing Insurance Policies (or any substitute policies therefor) exceed the Maximum Premium, then the

Surviving LLC may reduce the amount of coverage of such Existing Insurance Policies (or any substitute policies therefor) to the amount

of coverage that can be obtained for a premium equal to the Maximum Premium. In lieu of such insurance, prior to the Closing Date, the

Company may, at its option, purchase a fully-funded and non-revocable six (6)-year prepaid “tail” directors’ and officers’

insurance policy for the Company, and their current and former directors and officers who are covered by the directors’ and insurance

coverage currently maintained by or for the benefit of the Company, such “tail” policy to provide coverage in an amount not

less than the coverage under the Existing Insurance Policies and to have other terms not less favorable to the insured persons than those

under the Existing Insurance Policies. The Surviving LLC shall, and Wildlife shall cause the Surviving LLC to, maintain such policies

in full force and effect, and continue to honor the obligations thereunder, and shall take no action to cancel, terminate or modify,

or otherwise rescind or make unavailable the benefits of, such policies.

(d)            From

and after the First Effective Time, the obligations and liability of Wildlife and the Surviving LLC under this Section 5.5

shall be joint and several, and Wildlife shall guarantee and cause the performance by the Surviving LLC of all such obligations.

(e)            The

obligations under this Section 5.5 shall not be terminated, amended or otherwise modified in such a manner as to adversely

affect any Indemnified Persons (or any other person who is a beneficiary under any Existing Insurance Policy or the “tail”

policy referred to in paragraph (c) above (and their heirs and representatives)) without the prior written consent of such affected

Indemnified Person or other person who is a beneficiary under any Existing Insurance Policy or the “tail” policy referred

to in paragraph (c) above.

(f)            The

provisions of this Section 5.5 are intended to be for the benefit of, and will be fully enforceable by each of the Indemnified

Persons (and other persons who are beneficiaries under any Existing Insurance Policy or the “tail” policy referred to in

paragraph (c) above (and their heirs and representatives)), who are intended third-party beneficiaries of this Section 5.5

from and after the First Effective Time. The rights of the Indemnified Persons (and other persons who are beneficiaries under any Existing

Insurance Policy or the “tail” policy referred to in paragraph (c) above (and their heirs and representatives)) under

this Section 5.5 shall be in addition to, and not in substitution for, any other rights that such persons may have under

the Company Charter Documents or applicable Law (whether at law or in equity).

(16)

(g)            Notwithstanding

that an Indemnified Person may have certain rights to indemnification, advancement of expenses and/or insurance provided by any other

Person (collectively, the “Other Indemnitors”), the Surviving LLC (i) shall be the indemnitor of first resort

(i.e., its obligations to an Indemnified Person are primary and any obligation of the Other Indemnitors to advance expenses or to provide

indemnification for the same expenses or liabilities incurred by such Indemnified Person are secondary), and (ii) shall be required

to advance the full amount of expenses incurred by an Indemnified Person and shall be liable for the full amount of all Liabilities,

without regard to any rights such Indemnified Person may have against any of the Other Indemnitors, in respect of all matters described

in sub-sections (a), (b) and (c) above. No advancement or payment by the Other Indemnitors on behalf of an Indemnified Person

with respect to any claim for which such Indemnified Person has sought indemnification from the Surviving LLC shall affect the immediately

preceding sentence, and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement

or payment to all of the rights of recovery of such Indemnified Person against the Surviving LLC.

(h)            In

the event that the Surviving LLC or Wildlife shall consolidate or merge with any other person and shall not be the continuing or surviving

company or entity in such consolidation or merger, or transfers at least fifty percent (50%) of its properties and assets to any other

person, then in each case proper provision shall be made so that the continuing or surviving company or entity (or its successors or

assigns, if applicable), or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.5.

Section 5.6

Stockholder Consent; Information Statement; Voting Agreement.

(a)            Within

twenty-four (24) hours following the execution of this Agreement, the Company shall obtain and deliver to Wildlife a true, correct and

complete copy of a written consent in substantially the form attached hereto as Annex II (the “Written Consent”),

executed by stockholders of the Company representing at least the number and class of shares of Company Common Stock sufficient to fully

and irrevocably provide the Requisite Company Stockholder Approval in accordance with the DGCL and the Charter Documents of the Company.

(b)            Within

10 Business Days following the receipt by the Company of the Written Consent executed by holders of Company Common Stock sufficient to

fully and irrevocably obtain the Requisite Company Stockholder Approval, the Company shall, in accordance with applicable Law, including

Section 228 of the DGCL, and the Charter Documents of the Company, send a notice (the “228 Notice”) to each holder

of Company Common Stock that has not theretofore executed the Written Consent notifying him, her or it that (1) action has been

taken by less than unanimous written consent of the holders of Company Common Stock, and (2) this Agreement was duly adopted. The

228 Notice shall be in a form and substance approved by Wildlife and shall be in compliance with Section 228 of the DGCL and other

applicable Laws.

5 Business Days following the Proxy Statement/Prospectus (as defined in the Wildlife Merger Agreement) being made available (including

on the Electronic Data Gathering, Analysis and Retrieval filing system) to the stockholders of Wildlife, the Company shall send to each

holder of Company Common Stock (1) the Proxy Statement/Prospectus (as defined in the Wildlife Merger Agreement) and (2) a notice

(the “262 Notice”) that appraisal rights are available pursuant to Section 262 of the DGCL. The 262 Notice shall

be in a form and substance approved by Wildlife and shall be in compliance with Section 262 of the DGCL and other applicable Laws.

(d)            The

Company shall, and shall cause its Affiliates to, provide information reasonably requested by Wildlife and otherwise assist and cooperate

reasonably with Wildlife in preparing the Proxy Statement/Prospectus (as defined in the Wildlife Merger Agreement).

(17)

(e)            Wildlife

and certain stockholders of the Company have entered into that certain Voting Agreement dated as of the date of this Agreement providing

for the further commitment of such parties with respect to the Requisite Company Stockholder Approval (the “Rhino Merger Voting

Agreement”).

Section 5.7

Transfer Restrictions. The Company shall use reasonable best efforts to enforce all transfer

restrictions related to Company Common Stock set forth in the Stockholder Agreement. The Company shall not grant any waiver of,

shall not consent to, and shall not grant any other relief under, any of the transfer restrictions related to Company Common Stock

set forth in the Stockholder Agreement.

Section 5.8

Transfer and Surrender of Shares of Series B Common Stock and OpCo Common Units.

Effective immediately following the Second Effective Time, the Surviving LLC hereby surrenders and transfers all of the

(i) shares of Wildlife Series B Common Stock and (ii) OpCo Common Units that it holds of record to Wildlife for no

additional consideration, and Wildlife hereby accepts such surrender and transfer of such shares of Wildlife Series B Common

Stock and OpCo Common Units. In conjunction with such surrender and transfer of such shares of Wildlife Series B Common Stock

and OpCo Common Units, the Surviving LLC shall, promptly following the Closing Date, surrender to Wildlife any share

certificate(s) which evidence the issuance of such shares of Wildlife Series B Common Stock to the Surviving LLC and any

certificate(s) which evidence the issuance of such OpCo Common Units to the Surviving LLC. Upon surrender and transfer of such

shares of Wildlife Series B Common Stock, such shares shall be retired and cancelled in accordance with the DGCL and the

Wildlife Charter Documents without any further action by Wildlife.

Section 5.9

Change in Wildlife Board Recommendation. Notwithstanding anything herein to the

contrary, the Wildlife Board shall be permitted to withdraw or modify the Wildlife Board Recommendation solely to the extent

permitted by, and in accordance with, Section 4.3(b)(v) of the Wildlife Merger Agreement.

Article VI

CONDITIONS TO CLOSING

Section 6.1

Conditions to Obligations of Wildlife, Merger Sub I and Merger Sub II. The obligations of

Wildlife, Merger Sub I and Merger Sub II to consummate the Mergers are subject to the satisfaction of, or waiver by Wildlife of,

each of the following conditions:

(a)            Representations

and Warranties of the Company. (i) Each of the representations and warranties of the Company set forth in Section 3.2(a) (Capitalization)

and Section 3.3(a) and (b) (Authorization) shall be true and correct in all respects (except, in

the case of Section 3.2 for de minimis inaccuracies) at and as of the Closing with the same force and effect as if

made as of the Closing, (ii) each of the representations and warranties of the Company set forth in Section 3.1 (Organization)

and Section 3.3(c) (Authorization) shall be true and correct in all material respects at and as of the Closing

with the same force and effect as if made as of the Closing, and (iii) each of the representations and warranties of the Company

contained herein, other than those set forth above in clause (i) or (ii), shall be true and correct in all respects at and as of

the Closing with the same force and effect as if made as of the Closing (except that representations and warranties that are made as

of a specified date shall be true and correct in all respects as of such specified date), except with respect to this clause (iii) as

would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Wildlife and its Subsidiaries,

taken as a whole, after giving effect to the Transactions.

(18)

(b)            Approval

of Stockholders. The Requisite Company Stockholder Approval and the Requisite Wildlife Stockholder Approval shall have been validly

obtained.

Restraints. No Order issued by any Governmental Entity or applicable Law (collectively, “Restraints”), in either

case, in the U.S. or any jurisdiction set forth in Section 6.1(c) of the Company Disclosure Schedule (the “Applicable

Jurisdictions”), shall be in effect enjoining, restraining or otherwise making illegal, preventing or prohibiting the consummation

of the Mergers.

(d)            Performance

of Obligations of the Company. The Company shall have performed and complied in all material respects with all obligations, covenants

and agreements required to be performed or complied with by it under this Agreement at or prior to the Closing.

(e)            Certificate.

The Company shall have delivered to Wildlife a certificate, dated the Closing Date and signed by an executive officer of the Company,

certifying to the effect that the conditions set forth in Section 6.1(a) and Section 6.1(d) have been

satisfied.

(f)            Wildlife

Merger Agreement. The conditions to closing set forth in Section 6 of the Wildlife Merger Agreement (excluding the condition

set forth in Section 6.1(h) of the Wildlife Merger Agreement, relating to the closing of the First Merger under this Agreement)

shall have been satisfied or, to the extent permitted by applicable Law, waived (other than such conditions that by their nature are

to be satisfied at the Closing (as defined in the Wildlife Merger Agreement); provided, that such conditions are capable of being

satisfied at the Closing (as defined in the Wildlife Merger Agreement)), and the parties thereto are prepared to consummate the transactions

contemplated therein.

(g)            HSR

Act. The waiting period applicable to the Mergers pursuant to the HSR Act (and any extension thereof including any agreement with

any Governmental Entity to delay the Closing entered into in connection therewith) shall have expired or otherwise been terminated.

Section 6.2            Conditions to Obligations of the Company. The obligations of the Company to consummate the

Mergers are subject to the satisfaction, or waiver by the Company, on or prior to the Closing Date of each of the following

conditions:

(a)            Representations

and Warranties of Wildlife, Merger Sub I and Merger Sub II. Each of the representations and warranties of Wildlife, Merger Sub I

and Merger Sub II contained herein shall be true and correct in all material respects at and as of the Closing with the same force and

effect as if made as of the Closing.

(b)            Approval

of Stockholders. The Requisite Company Stockholder Approval and the Requisite Wildlife Stockholder Approval shall have been validly

obtained.

Restraints. No Restraint in the U.S. or any Applicable Jurisdiction shall be in effect enjoining, restraining or otherwise making

illegal, preventing or prohibiting the consummation of the Mergers.

(d)            Performance

of Obligations of Wildlife. Wildlife, Merger Sub I and Merger Sub II shall have performed and complied in all material respects with

all obligations, covenants and agreements required to be performed or complied with by it under this Agreement at or prior to the Closing.

(19)

(e)            Certificate.

Wildlife shall have delivered to the Company a certificate, dated the Closing Date and signed by an executive officer of Wildlife, certifying

to the effect that the conditions set forth in Section 6.2(a) and Section 6.2(d) have been satisfied.

(f)            Wildlife

Merger Agreement. The conditions to closing set forth in Section 6 of the Wildlife Merger Agreement (excluding the condition

set forth in Section 6.1(h) of the Wildlife Merger Agreement, relating to the closing of the First Merger under this Agreement)

shall have been satisfied or, to the extent permitted by applicable Law, waived (other than such conditions that by their nature are

to be satisfied at the Closing (as defined in the Wildlife Merger Agreement); provided, that such conditions are capable of being

satisfied at the Closing (as defined in the Wildlife Merger Agreement)), and the parties thereto are prepared to consummate the transactions

contemplated therein.

(g)            HSR

Act. The waiting period applicable to the Mergers pursuant to the HSR Act (and any extension thereof including any agreement with

any Governmental Entity to delay the Closing entered into in connection therewith) shall have expired or otherwise been terminated.

Article VII

TERMINATION

Section 7.1

Termination. At any time prior to the Closing, this Agreement may be terminated and the Mergers

abandoned:

(a)            by

mutual written consent of Wildlife and the Company;

(b)            by

either the Company or Wildlife, if any Restraint in the U.S or any Applicable Jurisdiction having the effect set forth in Section 6.1(c) or

Section 6.2(c) shall have become final and non-appealable;

Wildlife, if the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements

contained in this Agreement, which breach or failure to perform (A) would result in a failure of any condition set forth in Section 6.1(a) or

Section 6.1(d) and (B) cannot be cured by the End Date (as defined in the Wildlife Merger Agreement) or, if curable,

is not cured within thirty (30) Business Days following Wildlife’s delivery of written notice to the Company stating Wildlife’s

intention to terminate this Agreement pursuant to this Section 7.1(c) and the basis for such termination; provided,

however, Wildlife shall not be permitted to terminate this Agreement pursuant to this Section 7.1(c) if Wildlife

itself is in breach of any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach

would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(d) to be satisfied;

(d)            by

the Company, if Wildlife, Merger Sub I or Merger Sub II shall have breached or failed to perform any of their representations, warranties,

covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would result in a failure of any

condition set forth in Section 6.2(a) or Section 6.2(d) and (B) cannot be cured by the End Date

(as defined in the Wildlife Merger Agreement) or, if curable, is not cured within thirty (30) Business Days following the Company’s

delivery of written notice to Wildlife stating the Company’s intention to terminate this Agreement pursuant to this Section 7.1(d) and

the basis for such termination; provided, however, the Company shall not be permitted to terminate this Agreement pursuant

to this Section 7.1(d) if the Company itself is in breach of any of its representations, warranties, covenants or other

agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 6.1(a) or

Section 6.1(d) to be satisfied;

(20)

(e)

by Wildlife, if the Wildlife Merger Agreement is validly terminated pursuant to the terms

thereof; or

(f)

by Wildlife, if the Company does not obtain and deliver to Wildlife, in accordance with Section 5.6 and

the DGCL, the Written Consent.

The party seeking to terminate

this Agreement pursuant to this Section 7.1 (other than Section 7.1(a)) shall give written notice of such termination

to the other party.

Section 7.2

Effect of Termination. In the event of the valid termination of this Agreement as

set forth in Section 7.1, this Agreement shall forthwith become void and there shall be no Liability or obligation on

the part of Wildlife, Merger Sub I, Merger Sub II, the Company or their respective officers, directors, stockholders, members,

managers, Affiliates or representatives; provided, however, that (a) the provisions of this Section 7.2

and Article VIII shall remain in full force and effect and survive any termination of this Agreement, and (b) the

termination of this Agreement shall not relieve any party from any Liability or damages arising out of such party’s fraud or

any knowing and intentional breach of any covenant or obligation contained in this Agreement. For purposes of this Agreement,

“knowing and intentional breach” means a deliberate action taken or deliberate failure to act that the breaching

party intentionally takes (or fails to take) and actually knows that it would, or would reasonably be expected to, be or cause a

material breach of this Agreement; provided, that, notwithstanding the foregoing, the failure of a party hereto to consummate

the Mergers when the relevant conditions to the Mergers set forth in Article VI have been satisfied or waived and such

party is obligated to effectuate the Closing pursuant to Section 1.3 will, in and of itself, constitute a knowing and

intentional breach; and “fraud” means actual and intentional common law fraud under Delaware law in the making of

the representations and warranties set forth in Article III or Article IV of this Agreement, and shall not

include constructive or equitable fraud or negligent misrepresentation or negligent omission.

Section 7.3

Alternative Transactions. Notwithstanding the preceding Section 7.2 or anything else in this

Agreement to the contrary, if (x) the Wildlife Merger Agreement is terminated by Wildlife in accordance with Section 7.1(e)(i) thereof

(Superior Proposal) and, in connection with such termination, Wildlife enters into an Acquisition Agreement (as defined in the

Wildlife Merger Agreement) with respect to an Acquisition Proposal (as defined in the Wildlife Merger Agreement) that the Wildlife Board

has determined constitutes a Superior Proposal (as defined in the Wildlife Merger Agreement), (y) there is a publicly announced

or disclosed alternative transaction prior to any termination of the Wildlife Merger Agreement, the Wildlife Merger Agreement is terminated

in accordance with its terms, and Wildlife following such termination enters into a definitive Acquisition Agreement with the party making

such proposal or any of its affiliates, or (z) following any termination of the Wildlife Merger Agreement, but in any event within

one (1) year of the date hereof, the Wildlife Board approves or recommends a definitive Acquisition Agreement with respect to any

other transaction that constitutes a Change of Control under (and as defined in) the Tax Receivable Agreement dated as of October 7,

2013, between the Company and Wildlife (as the same may be amended, supplemented or otherwise modified, the “Tax Receivable

Agreement”) (any such Acquisition Agreement, as the same may be amended, supplemented or modified, the “Subsequent

Merger Agreement”), then this Agreement shall continue in full force and effect and the terms of this Agreement shall apply

with respect to (x) the Subsequent Merger Agreement, as if it were the Wildlife Merger Agreement, and the counterparty to Wildlife

thereto, as if it were the Wildlife Merger Counterparty, and (y) the Superior Proposal or other alternative transaction and the

other transactions contemplated by the Subsequent Merger Agreement, as if they were the Mergers and the other transactions contemplated

by the Wildlife Merger Agreement, until the earliest of (A) the consummation of the transactions contemplated by the Subsequent

Merger Agreement and (B) the termination of the Subsequent Merger Agreement in accordance with its terms.

(21)

Article VIII

MISCELLANEOUS

Section 8.1

Survival. None of the representations and warranties contained in this Agreement or in any certificate

delivered pursuant to this Agreement shall survive the consummation of the Mergers.

Section 8.2            Entire Agreement; Counterparts. This Agreement (including all Annexes hereto) and the Rhino

Merger Voting Agreement constitutes the entire agreement among the parties regarding the subject matter hereof and supersedes all

prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter

hereof. The Company Disclosure Schedule is “facts ascertainable” as that term is used in Section 251(b) of the

DGCL and does not form part of this Agreement but instead operate upon the terms of this Agreement as provided herein. This

Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one

and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in

.PDF format or by facsimile shall be sufficient to bind the parties to the terms of this Agreement.

Section 8.3

Severability. Any term or provision of this Agreement that is invalid or unenforceable in any

situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions of this

Agreement or the validity or enforceability of the invalid or unenforceable term or provision in any other situation or in any other

jurisdiction. If a final judgment of a court of competent jurisdiction declares that any term or provision of this Agreement is

invalid or unenforceable, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and

enforceable term or provision that will achieve, to the extent possible, the economic, business and other purposes of such invalid

or unenforceable term or provision. In the event that the parties are unable to agree to such replacement, the parties agree that

the court making the determination referred to above shall have the power to limit such term or provision, to delete specific words

or phrases or to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to

expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be valid and enforceable as so

modified.

(22)

Section 8.4

Notices. Each notice, request, demand or other communication under this Agreement shall be in

writing and shall be deemed to have been duly given, delivered or made as follows: (a) if delivered by hand, when delivered;

(b) if sent by registered, certified or first class mail, the second Business Day after being sent; (c) if sent via a

national courier service, two Business Days after being delivered to such courier; and (d) if sent by email, when sent,

provided that (i) the subject line of such email states that it is a notice delivered pursuant to this Agreement and

(ii) the sender of such email does not receive a written notification of delivery failure. All notices and other communications

hereunder shall be delivered to the address or email address set forth beneath the name of such party below (or to such other

address or email address as such party shall have specified in a written notice given to the other parties hereto):

(a)            if

to Wildlife, Merger Sub I or Merger Sub II

RE/MAX

Holdings, Inc.

5075 S. Syracuse Street

Denver, Colorado 80237

Attention:

[Intentionally Omitted]

Email:                     [Intentionally

Omitted]

with a copy (which shall not constitute notice) to:

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105

Attention: Gavin Grover; Michael O’Bryan; Joseph Sulzbach

Email: ggrover@mofo.com; mobryan@mofo.com; jsulzbach@mofo.com

(b)            if

to the Company (prior to Closing):

RIHI, Inc.

6700 Massive Peak Cir.

Castle Rock, CO 80108

Attention:              [Intentionally Omitted]

Email:                     [Intentionally Omitted]

with a copy (which shall not constitute notice) to:

Bryan Cave Leighton Paisner

LLP

1700 Lincoln Street, Suite 4100

Denver, CO 80203

Attention: Charles D. Maguire; Todd Kaye; Tyler Mark

Email:            charles.maguire@bclplaw.com; todd.kaye@bclplaw.com; tyler.mark@bclplaw.com

(23)

Section 8.5

Applicable Law; Jurisdiction; Waiver of Jury Trial.

(a)            This

Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement (including the enforcement of

any provision of this Agreement), any of the Transactions or the legal relationship of the parties to this Agreement (whether at law

or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with, the

laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to all

matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action, suit or other

legal proceeding between any of the parties arising out of or relating to this Agreement, any of the Transactions or the legal relationship

of the parties to this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably

and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not

attempt to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it

will not bring any such action in any court other than the Chosen Court. Service of any process, summons, notice or document to any party’s

address and in the manner set forth in Section 8.4 shall be effective service of process for any such action.

(b)            EACH

PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES,

AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING

TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR

ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK

TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT

MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS

AND CERTIFICATIONS IN THIS SECTION 8.5.

Section 8.6

Interpretation.

(a)            For

purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine

gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter

gender shall include masculine and feminine genders.

(b)            The

parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not

be applied in the construction or interpretation of this Agreement.

used in this Agreement, the words “include,” “including” and variations thereof, shall not be deemed to be terms

of limitation, but rather shall be deemed to be followed by the words “without limitation.” All references in this Agreement

to “dollars” or “$” shall mean United States Dollars. The phrase “to the extent” means the degree

to which a subject or other thing extends, and does not simply mean “if.”

(24)

(d)            Unless

otherwise indicated or the context otherwise requires: (i) any definition of or reference to any agreement, instrument or other

document or any Law in this Agreement shall be construed as referring to such agreement, instrument or other document or Law as from

time to time amended, supplemented or otherwise modified; (ii) any reference in this Agreement to any Person shall be construed

to include such Person’s successors and assigns; (iii) all references to “Sections,” “Schedules” and

“Exhibits” in this Agreement or in any Schedule or Exhibit to this Agreement are intended to refer to Sections of this

Agreement and Schedules and Exhibits to this Agreement, respectively; (iv) the words “herein,” “hereof,”

“hereunder” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular

provision of this Agreement; and (v) any statute defined or referred to in this Agreement shall include all rules and regulations

promulgated thereunder.

(e)            The

headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall

not be referred to in connection with the construction or interpretation of this Agreement.

Section 8.7

No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely

to the benefit of each party hereto and its successors and permitted assigns and nothing in this Agreement is intended to or shall

confer upon any other Person any legal or equitable rights, benefits or remedies of any nature whatsoever under or by reason of this

Agreement, except from and after the First Effective Time, the Indemnified Persons (including their heirs and representatives) shall

be third party beneficiaries of and entitled to enforce Section 5.5.

Section 8.8

Remedies. The parties acknowledge and agree that irreparable damage would occur in the event any

of the provisions of this Agreement required to be performed by any of the parties were not performed in accordance with their

specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor.

Accordingly, in the event of any breach or threatened breach by any party of any covenant or obligation contained in this Agreement,

any non-breaching party shall be entitled to obtain, without proof of actual damages (and in addition to any other remedy to which

such non-breaching party may be entitled at law or in equity): (a) a decree or order of specific performance to enforce the

observance and performance of such covenant or obligation; and (b) an injunction restraining such breach or threatened breach.

Each of the parties hereby waives any requirement for the securing or posting of any bond in connection with any such remedy. The

parties further agree not to assert that (a) a remedy of specific performance or an injunction is unenforceable, invalid,

contrary to law or inequitable for any reason or (b) a remedy of monetary damages would provide an adequate remedy.

Section 8.9

Amendment and Modification. This Agreement may be amended by the Company, Wildlife, Merger

Sub I and Merger Sub II at any time prior to the First Effective Time (whether before or after the adoption of this Agreement by the

Company’s stockholders or Wildlife as Merger Sub I and Merger Sub II’s sole securityholder); provided, however,

that after any such adoption of this Agreement by the Company’s stockholders or approval by Wildlife as Merger Sub I and

Merger Sub II’s securityholder, no amendment shall be made which by applicable Law requires further approval of the

stockholders of the Company or Merger Sub I or Merger Sub II, as the case may be, without the further approval of such stockholders.

This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Section 8.10            Fees

and Expenses. Whether or not the Mergers are consummated, all costs and expenses incurred in connection with the preparation, negotiation,

execution and performance of this Agreement and the Mergers and the other Transactions, including all fees and expenses of its representatives,

shall be paid by the party incurring such expense.

(25)

Section 8.11            Waivers.

No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part

of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right,

privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further

exercise thereof or of any other power, right, privilege or remedy. No party shall be deemed to have waived any claim arising out of

this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege

or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall

not be applicable or have any effect except in the specific instance in which it is given.

[Signature page follows]

(26)

IN WITNESS WHEREOF, each

of the parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

RE/MAX

HOLDINGS, INC.

By:

/s/ Susan Winders

Name:

Susan Winders

Title:

Chief Legal Officer and Chief

Compliance Officer

RHINO

MERGER SUB I, INC.

By:

/s/ Susan Winders

Name:

Susan Winders

Title:

President

RHINO MERGER

SUB II, LLC

By:

/s/ Susan Winders

Name:

Susan Winders

Title:

Vice President and Secretary

[Signature Page to RIHI Agreement and Plan

of Merger]

IN WITNESS WHEREOF, each

of the parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

RIHI, INC.

By:

/s/ Bruce Benham

Name:

Bruce Benham

Title:

Vice President and Secretary

[Signature Page to RIHI Agreement and Plan

of Merger]

ANNEX I

CERTAIN DEFINITIONS

For the purposes of this

Agreement the following capitalized terms shall have the meanings set forth below (which shall apply equally to both the singular and

plural forms of such terms):

“Action”

means any claim, action, cause of action, suit, demand, proceeding, examination, audit or investigation by or before any Governmental

Entity, or any other arbitration, mediation or similar proceeding.

“Affiliate”

means, with respect to any Person, a Person that, directly or indirectly, through one or more intermediaries controls, is controlled

by or is under common control with the first-mentioned Person; provided, however, that for the purposes of this

Agreement, with respect to the Company, none of its stockholders, Wildlife or any of Wildlife’s Subsidiaries shall be deemed an

“Affiliate” of the Company, and with respect to Wildlife, neither the Company nor any of its equityholders shall be deemed

an “Affiliate” of Wildlife. For the purposes of this definition, “control,” including the terms “controlled

by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause

the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor,

as general partner or managing member, by Contract or otherwise, including the ownership, directly or indirectly, of securities having

the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“Agreement”

has the meaning set forth in the Preamble.

“Applicable Jurisdictions”

has the meaning set forth in Section 6.1(c).

“Book-Entry Share”

has the meaning set forth in Section 2.1(a)(i).

“Business Day”

means any day other than a Saturday, a Sunday or a day on which banking institutions in Denver, Colorado or New York City, New York are

authorized or obligated by law or executive order to close.

“Cancelled Shares”

has the meaning set forth in Section 2.1(a)(ii).

“Certificates”

has the meaning set forth in Section 2.1(a)(i).

“Charter Documents”

means the (i) articles or certificate of incorporation, certificate of formation, articles of organization or certificate of limited

partnership, (ii) bylaws, limited liability company agreement or limited partnership agreement of any Person, and (iii) other

equivalent organizational documents of any Person, as in effect as of the date hereof.

“Chosen Court”

means: (a) if the federal courts have exclusive jurisdiction over the matters at issue in any action, suit or other legal proceeding

described in Section 8.5(a) of this Agreement, the United States District Court for the District of Delaware; or (b) if

the federal courts do not have exclusive jurisdiction over the matters at issue in any action, suit or other legal proceeding described

in Section 8.5(a) of this Agreement, the Court of Chancery of the State of Delaware in and for New Castle County, Delaware;

provided, that, in the case of this clause (b) only, (i) if the Court of Chancery of the State of Delaware does not

have jurisdiction over such matters, then the Chosen Court shall be the Superior Court of the State of Delaware in and for New Castle

County, Delaware; and (ii) if the Superior Court of the State of Delaware does not have jurisdiction over such matters, then the

Chosen Court shall be the United States District Court for the District of Delaware.

“Closing”

has the meaning set forth in Section 1.3.

“Closing Date”

has the meaning set forth in Section 1.3.

“Code”

means the United States Internal Revenue Code of 1986, as amended.

“Company”

has the meaning set forth in the Preamble.

“Company Board”

has the meaning set forth in Section 3.3(a).

“Company Common

Stock” has the meaning set forth in Section 3.2(a).

“Company Disclosure

Schedule” has the meaning set forth in the introduction of Article III.

“Contract”

means any binding written or oral contract, agreement, instrument, option, lease, license, warranty, note, bond, mortgage, indenture,

obligation, or commitment.

“Dissenting Shares”

has the meaning set forth in Section 2.1(c).

“DGCL”

has the meaning set forth in the Recitals.

“DLLCA”

has the meaning set forth in the Recitals.

“Enforceability

Limitations” has the meaning set forth in Section 3.3(c).

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Exchange Agent”

has the meaning set forth in Section 2.2(a).

“Exchange Fund”

has the meaning set forth in Section 2.2(a).

“Exchange Ratio”

has the meaning set forth in Section 2.1(a)(i).

“Financial Statements”

has the meaning set forth in Section 3.5.

“First Effective

Time” has the meaning set forth in Section 1.4.

“First Merger”

has the meaning set forth in the Recitals.

“GAAP”

means generally accepted accounting principles in the United States.

“Governmental Entity”

means any federal, national, supranational, state, provincial, local or similar government, governmental, regulatory, administrative

or quasi-governmental authority, branch, office agency, commission or other body, or any court, tribunal, or arbitral or judicial body

(including any grand jury), whether domestic or foreign.

The Company shall be deemed

to have “Knowledge” of a fact or other matter if any individual listed in Section 1.1 of the Company Disclosure Schedule

has actual knowledge of such fact or other matter after reasonable inquiry of such individual’s direct reports.

“Law”

means any statute, law, treaty, ordinance, regulation, directive, rule, code, executive order, injunction, judgment, decree, writ, order

or other requirement, including any successor provisions thereof, of any Governmental Entity.

“Legal

Proceeding” means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative

or appellate proceeding), hearing, or inquiry commenced, brought, conducted or heard by or before, any court or other Governmental Entity

of competent jurisdiction or any arbitrator or arbitration panel with binding authority over the relevant parties.

“Liability”

means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or

unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to

become due, vested or unvested, executory, determined, determinable or otherwise and whether or not the same is required to be accrued

on the financial statements of such Person.

“Mergers”

has the meaning set forth in the Recitals.

“Merger Consideration”

has the meaning set forth in Section 2.1(a)(i).

“Merger Sub I”

has the meaning set forth in the Preamble.

“Merger Sub II”

has the meaning set forth in the Preamble.

“NYSE”

has the meaning set forth in Section 2.4.

“NYSE Rules”

means the rules and regulations of the NYSE.

“OpCo”

means RMCO, LLC.

“OpCo Common Units”

means the common units of OpCo.

“Order”

means any order, writ, injunction, judgment or decree.

“Person”

means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization or other legal

entity including any Governmental Entity.

“Requisite Company

Stockholder Approval” has the meaning set forth in Section 3.3(b).

“Requisite Wildlife

Stockholder Approval” has the meaning set forth in Section 4.3(b).

“Restraints”

has the meaning set forth in Section 6.1(c).

“Second Effective

Time” has the meaning set forth in Section 1.4.

“Second Merger”

has the meaning set forth in the Recitals.

“Securities Act”

means the Securities Act of 1933, as amended.

“Stockholder Agreement”

means that certain Stockholder Agreement, dated December 31, 2002, by and among RE/MAX International Holdings, Inc., and the

other signatories thereto.

“Subsidiary”

of any Person means any corporation, partnership, limited liability company, registered or local office, association, trust, unincorporated

association or other legal entity of which such first Person, as the case may be (either alone or through or together with any other

Subsidiary), (i) owns, directly or indirectly, more than 50% of the shares or economic interests of capital stock or other equity

interests that are generally entitled to vote for the election of the board of directors or other governing body of such corporation

or other legal entity, or (ii) has the contractual or other power to designate a majority of the board of directors or other governing

body (and, where the context permits, includes any predecessor of such an entity) of such corporation or other legal entity.

“Surviving Corporation”

has the meaning set forth in Section 1.1.

“Surviving LLC”

has the meaning set forth in Section 1.1.

“Tax”

means any federal, state, local, foreign or other tax (including any income, franchise, capital gains, gross receipts, value-added, surtax,

estimated, unemployment, national health insurance, excise, ad valorem, transfer, stamp, sales, use, property, business, withholding

or payroll tax), levy, assessment, tariff, duty (including any customs duty), deficiency or fee, in each case, of a kind in the nature

of a tax, and any related charge or amount imposed with respect thereto (including any fine, penalty or interest), imposed, assessed

or collected by or under the authority of any Governmental Entity.

“Tax Return”

means any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form,

election, certificate or other document or information, and any amendment or supplement to any of the foregoing, filed with or submitted

to, or required to be filed with or submitted to, any Governmental Entity in connection with the determination, assessment, collection

or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Law relating

to any Tax.

“Transactions”

means the transactions contemplated by this Agreement.

“Wildlife”

has the meaning set forth in the Preamble.

“Wildlife Board”

has the meaning set forth in Section 4.3(a).

“Wildlife Board

Recommendation” has the meaning set forth in Section 4.3(a).

“Wildlife

Class A Common Stock” means the Class A common stock, $0.0001 par value per share, of Wildlife.

“Wildlife Common

Stock” means the Class A Common Stock and the Wildlife Series B Common Stock.

“Wildlife First

Merger Approval” has the meaning set forth in Section 4.3(c).

“Wildlife Merger

Agreement” has the meaning set forth in the Recitals.

“Wildlife Merger

Approvals” has the meaning set forth in Section 4.3(d).

“Wildlife Merger

Counterparty” has the meaning set forth in the Recitals.

“Wildlife Mergers”

has the meaning set forth in Section 1.3.

“Wildlife Second

Merger Approval” has the meaning set forth in Section 4.3(d).

“Wildlife

Series B Common Stock” has the meaning set forth in Section 3.2(d).

“Wildlife Share

Issuance” has the meaning set forth in Section 4.2.

“Wildlife Voting

Agreement” has the meaning set forth in Section 3.2(c).

“Written Consent”

has the meaning set forth in Section 5.6(a)

ANNEX II

Form of Written

Consent

[Intentionally Omitted]

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2612789d1_ex10-1.htm · Sequence: 4

Exhibit 10.1

VOTING AND SUPPORT AGREEMENT

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.

WHEREAS, this Agreement is

being entered into in connection with the transactions contemplated by the Arrangement Agreement and Plan of Merger, dated as of the

date hereof, by and among the Company, Parent and the other parties thereto (as the same may be amended, supplemented or modified, the

“Merger Agreement”) and the Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, RIHI, Inc.

(“Rhino”) and the other parties thereto (as the same may be amended, supplemented or modified, the “Rhino

Merger Agreement”);

WHEREAS, as of the date of

this Agreement, each Stockholder owns beneficially or of record, and has the power to vote or direct the voting of, the shares of Company

Class A Common Stock and Company Class B Common Stock set forth on Schedule A hereto (all such shares, the “Existing

Shares”); and

WHEREAS, each Stockholder

acknowledges that the execution and delivery of this Agreement by the Stockholder is a material inducement and condition to the Company’s

and Parent’s willingness to enter into the Merger Agreement and to the Company’s willingness to enter into the Rhino Merger

Agreement, and that the Company and Parent are entering into the Merger Agreement, and the Company is entering into the Rhino Merger

Agreement, in reliance upon each Stockholder’s execution, delivery and performance of this Agreement.

NOW THEREFORE, in consideration

of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

1. Definitions.

Capitalized terms used but not defined in this Agreement have the meanings assigned to those

terms in the Merger Agreement.

2. Effectiveness;

Termination.

a. This Agreement shall be effective upon

signing and, subject to Section 2(c) hereof, shall remain in effect until, and

shall terminate upon, the earliest to occur of (a) the First Merger Effective Time,

(b) with respect to each Stockholder, the entry by the Company and Parent, without the

prior written consent of such Stockholder, into any amendment or modification to the Merger

Agreement that decreases the Merger Consideration, and (c) the termination of the Merger

Agreement in accordance with its terms.

b. Sections 13 through 18 hereof shall survive

any termination of this Agreement. Termination of this Agreement shall not relieve any party

of any liability or damages resulting from such party’s fraud or any knowing and intentional

breach of any covenant or obligation contained herein. For purposes of this Agreement, “knowing

and intentional breach” means a deliberate action taken or deliberate failure to

act that the breaching party intentionally takes (or fails to take) and actually knows that

it would, or would reasonably be expected to, be or cause a material breach of this Agreement.

c. Notwithstanding the preceding Section 2(a) or

anything else in this Agreement to the contrary, if (x) the Merger Agreement is terminated

by the Company in accordance with Section 7.1(e)(i) thereof (Superior Proposal)

and, in connection with such termination, the Company enters into an Acquisition Agreement

with respect to an Acquisition Proposal that the Company Board has determined constitutes

a Superior Proposal, (y) there is a publicly announced or disclosed alternative transaction

prior to any termination of the Merger Agreement, the Merger Agreement is terminated in accordance

with its terms and the Company thereafter enters into a definitive Acquisition Agreement

with the party making such proposal or any of its affiliates, or (z) following any termination

of the Merger Agreement, but in any event within one (1) year of the date hereof, the

Company Board approves or recommends a definitive Acquisition Agreement with respect to any

other transaction that constitutes a Change of Control under (and as defined in) the Tax

Receivable Agreement dated as of October 7, 2013 (as the same may be amended, supplemented

or modified), between the Company and Rhino (any such Acquisition Agreement, as the same

may be amended, supplemented or modified, the “Subsequent Merger Agreement”),

then this Agreement shall continue in full force and effect, subject to the following:

i. the terms of this Agreement shall apply with

respect to the Subsequent Merger Agreement as if it were the Merger Agreement and otherwise

to the Superior Proposal or other alternative transaction and the other transactions contemplated

thereby as if they were the Mergers and the other transactions contemplated by the Merger

Agreement,

ii. the rights granted to Parent under this

Agreement and the obligations of each Stockholder to Parent under this Agreement shall become

rights of or obligations to the Company with respect to such Subsequent Merger Agreement

and the transactions contemplated thereby and may be enforced by the Company, and each Stockholder

shall otherwise cooperate in order to acquire all consents and approvals of the holders of

Company Class A Common Stock and Class B Common Stock with respect to the Superior

Proposal or other alternative transaction and the other transactions contemplated by the

Subsequent Merger Agreement and to consummate such Superior Proposal or other alternative

transaction and other transactions and to complete the intent and purposes of the Stockholders’

obligations under this Agreement with respect thereto,

iii. each Stockholder shall perform with respect

to the Subsequent Merger Agreement and the transactions contemplated thereby all of the other

covenants of the Stockholder contemplated by this Agreement with respect to the Merger Agreement

and the transactions contemplated thereby, until the earliest of (A) the consummation

of the transactions contemplated by the Subsequent Merger Agreement and (B) the termination

of the Subsequent Merger Agreement in accordance with its terms, and

iv. from and after any termination of the Merger

Agreement as described in this Section 2(c), Parent shall be deemed no longer to be

a party to this Agreement and no provision of this Agreement may be enforced by Parent, and,

other than as provided in Section 2(b), Parent shall have no rights or obligations under

this Agreement.

3. Voting

and Support Agreement; Irrevocable Proxy and Power of Attorney.

a. Each Stockholder irrevocably and unconditionally

hereby agrees that, during the term of this Agreement, (x) it shall exercise, or cause

to be exercised, all voting or other determinative rights that such Stockholder has in any

trust or other legal entity (i) consistent with the terms of the Stockholder’s

obligations under this Agreement and (ii) in such manner as to otherwise carry out the

intent and purposes of the Stockholder’s obligations in this Agreement, and (y) it

shall at any meeting (whether annual or special and each postponement, recess, adjournment

or continuation thereof) of stockholders of the Company, and in any other circumstance, however

called, including in connection with any written consent of the stockholders of the Company:

i. appear at such meeting or otherwise cause

all of the Existing Shares and all other shares of Company Class A Common Stock and

Class B Common Stock or voting securities over which such Stockholder has acquired,

after the date hereof and prior to the termination of this Agreement, beneficial or record

ownership or the power to vote or direct the voting thereof (including any such shares of

Company Class A Common Stock and Class B Common Stock or other voting securities

of the Company acquired by means of purchase, dividend or distribution, or issued upon the

exercise of any stock options to acquire Company Class A Common Stock or Class B

Common Stock or the conversion of any convertible securities, or pursuant to any other equity

awards or derivative securities (including any Company equity awards) or otherwise) (the

“Subsequently Acquired Shares” and, together with the Existing Shares,

the “Shares”), as of the applicable record date, to be counted as present

thereat for purposes of calculating a quorum, and

ii. vote or cause to be voted (including by

proxy or written consent, if applicable) all such Shares (A) in favor of (i) the

adoption of the Merger Agreement and approval of the Mergers and the other transactions contemplated

by the Merger Agreement and the adoption of any amendment to or amendment and restatement

of the Merger Agreement, and (ii) the issuance of shares of Company Common Stock in

connection with the Rhino Merger, (B) in favor of any proposal to adjourn or postpone

any meeting of the stockholders of the Company to a later date if there is not quorum or

there are not sufficient votes to approve the matters set forth in the preceding clause (A),

has not been terminated, and (D) against any action, proposal, transaction or agreement

involving the Company or its Subsidiaries, or any amendment of the Company Governing Documents,

in each case of this clause (D), which would reasonably be expected to (1) result in

a breach of any covenant, representation or warranty or any other obligation or agreement

of the Company contained in the Merger Agreement, or of the Stockholders contained in this

Agreement or (2) prevent, or materially delay, the consummation of the transactions

contemplated by the Merger Agreement, including the Mergers.

Notwithstanding anything in clause (i) or

(ii) above, if at any time prior to receipt of the Required Company Stockholder Vote, a Change in Company Recommendation occurs,

the obligations under this Agreement of Rhino with respect to the Shares held by Rhino shall be modified such that such obligations shall

apply only with respect to that number of Shares held by Rhino that add up to 39.9% of the aggregate voting power of the outstanding

shares of Company Class A Common Stock and Class B Common Stock entitled to vote on the matters described in clause (ii) as

of the applicable record date (rounded down to the nearest whole share) when the votes of such Shares owned by Rhino are added together

with the votes of the other Stockholders subject to this Agreement; provided, however, that the remaining aggregate voting power of the

outstanding shares of Company Class A Common Stock and Class B Common Stock held by Rhino shall be voted proportionately with

the votes cast by the holders of Company Class A Common Stock and Class B Common Stock other than the Stockholders.

b. Each Stockholder hereby irrevocably and

unconditionally:

i. agrees not to, directly or indirectly, commence

or participate in, and to take all actions necessary to opt out of any class in any class

action with respect to, any claim, derivative or otherwise, against Parent, the Company or

any of their respective Affiliates relating to the negotiation, execution or delivery of

this Agreement, the Merger Agreement or the Rhino Merger Agreement or the consummation of

the transactions contemplated hereby or thereby, including any claim alleging a breach of

any fiduciary duty of the Company’s board of directors in connection with the Merger

or of Rhino’s board of directors in connection with the Rhino Merger or any claim challenging

the validity of, or seeking to enjoin the operation of, any provision of this Agreement,

and

ii. waives and agrees not to exercise any appraisal

rights under Section 262 of the DGCL with respect to any or all of such Stockholder’s

Shares in connection with the Mergers or the Rhino Merger.

c. i.

Each Stockholder hereby irrevocably grants to, and appoints, Parent, and any individual designated in writing by Parent, and each of

them individually, as such Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution), for

and in the name, place and stead of such Stockholder, to attend on behalf of such Stockholder any meeting of the stockholders of the

Company with respect to any of the matters described in this Agreement, to include the Shares in any computation for purposes of establishing

a quorum at any such meeting, to vote or cause to be voted the Existing Shares and any Subsequently Acquired Shares, and, in furtherance

of the foregoing purposes and the intent of this Agreement, to execute and deliver, in the name and on behalf of such Stockholder, any

and all proxies, consents, instruments, certificates, other documents and agreements, and to take any and all other actions, in each

case as Parent or its designee may reasonably determine to be necessary or appropriate to give effect to the matters contemplated by

this Agreement and to consummate the transactions contemplated by the Merger Agreement.

ii. Each Stockholder understands and acknowledges

that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s

execution and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable

proxy and power of attorney set forth in this Agreement are given in connection with the

execution of the Merger Agreement, and that such irrevocable proxy and power of attorney

are given to secure the performance of the duties of such Stockholder under this Agreement.

Each Stockholder hereby further affirms that the irrevocable proxy is coupled with an interest

and may under no circumstances be revoked prior to the termination of this Agreement, and

is binding on all heirs, successors and assigns of such Stockholder and any future holder

or beneficial owner of the Shares (howsoever acquired, whether by transfer or otherwise).

Each Stockholder hereby ratifies and confirms that such irrevocable proxy and power of attorney

may lawfully do or cause to be done the actions authorized under this Agreement by virtue

hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with

Section 212(e) of the DGCL. The power of attorney granted hereunder is a durable

power of attorney and shall survive the death, bankruptcy or incapacity of such Stockholder.

The irrevocable proxy and power of attorney granted hereunder shall automatically terminate

upon the termination of this Agreement. Upon delivery of written request by Parent, such

Stockholder shall as promptly as practicable execute and deliver to Parent a separate written

instrument or proxy that embodies the terms of this Section 3(c).

d. Except as and to the extent provided in

the last sentence of Section 3(a), the obligations of the Stockholders set forth in

this Section 3 shall apply whether or not the adoption of the Merger Agreement or any

action described above is recommended by the Company Board (or any committee thereof).

4. Prohibition

on Transfers and Conversion.

a. Each Stockholder hereby agrees that it

will not, prior to the termination of this Agreement (or, with respect to David L. Liniger,

Gail A. Liniger, Gail A. Liniger Revocable Trust, DATED APRIL 23, 2023, and Adaos Trust,

Dated August 18, 1992, prior to the earlier of the termination of this Agreement and

receipt of the Required Company Stockholder Vote) without the prior written consent of Parent

and the Company, (i) directly or indirectly offer for sale, sell, transfer, assign,

give, convey, grant a proxy with respect to, tender in any tender or exchange offer, pledge,

encumber, hypothecate or dispose of (by merger, by operation of law or otherwise), either

voluntarily or involuntarily, enter into any swap or other arrangement that transfers to

another, in whole or in part, any of the economic consequences of ownership of, or enter

into any contract, option or other arrangement or understanding with respect to the sale,

transfer, voting, assignment, conveyance, hypothecation or other transfer or disposition

of, any of the Shares, or any legal or beneficial interest therein, whether or not for value

and whether voluntary or involuntary or by operation of law (any of the foregoing, a “Transfer”)

or (ii) in the case of Rhino, convert or exchange any OpCo common units to or for shares

of Company Common Stock.

b. Notwithstanding the foregoing, nothing

in this Agreement shall prohibit a Transfer of Shares (i) for estate-planning purposes,

or to an Affiliate, or with respect to a trust over which such Stockholder has sole or shared

investment power, so long as (A) the transferee, prior to the time of such Transfer,

agrees in a signed writing satisfactory to Parent and the Company to be bound by and comply

with the provisions of this Agreement (the “Transferee Consent”), (B) the

Stockholder provides at least five (5) Business Days’ prior written notice to

Parent and the Company of any such Transfer (which shall include the Transferee Consent)

and (C) the Stockholder shall remain responsible for any breach of this Agreement by

such transferee, (ii) by testamentary disposition or the laws of intestate succession

so long as the Shares being transferred in such testamentary disposition continue to be subject

to this Agreement and the recipient thereof agrees to be bound by the terms of this Agreement,

or (iii) pursuant to the consummation of the Rhino Merger, so long as the Rhino Merger

is consummated in accordance with the terms of Rhino Merger Agreement and the Merger Agreement

(any Transfer permitted in accordance with this Section 4(b), a “Permitted

Transfer”).

c. Any transfer in violation of this Agreement

shall be void ab initio. Each Stockholder hereby agrees that it shall not deposit

any Shares in a voting trust, grant any proxy or power of attorney or enter into any voting

agreement or similar agreement or arrangement in contravention of the obligations of the

Stockholder under this Agreement with respect to any of the Shares.

5. Additional

Stockholder Covenants.

a. Each Stockholder shall not, and shall cause

its controlled Affiliates and use its reasonable best efforts to cause its other Representatives

not to, take any action which, if it were taken by the Company or its Representatives, would

violate Section 4.3(a) of the Merger Agreement.

b. Each Stockholder agrees that, in the event

that it acquires record or beneficial ownership of, or the power to vote or direct the voting

of, any Subsequently Acquired Shares, Schedule A shall be deemed amended accordingly and

such Subsequently Acquired Shares shall automatically become subject to the terms of this

Agreement, and the Stockholder shall promptly notify Parent and the Company of any such event.

c. Each Stockholder represents, covenants

and agrees that, except for this Agreement, it (i) has not entered into, and shall not

enter into during the term of this Agreement, any support or voting agreement or voting trust

or similar agreement with respect to the Shares that would be in contravention of the Stockholder’s

obligations under this Agreement and (ii) has not granted, and shall not grant during

the term of this Agreement, a proxy, consent or power of attorney with respect to the Shares

except any proxy to carry out the Stockholder’s obligations under this Agreement and

any revocable proxy granted to officers or directors of the Company at the request of the

Company Board in connection with election of directors or other routine matters at any annual

or special meeting of the stockholders of the Company.

d. Each Stockholder represents, covenants

and agrees that it has not entered into and will not enter into any agreement or commitment

with any person the effect of which would violate any of the provisions and agreements set

forth herein or have the effect of preventing, impairing or adversely affecting the performance

by such Stockholder of the Stockholder’s obligations under this Agreement. With respect

to any shares of Company Class A Common Stock and Class B Common Stock over which

the Stockholder has shared voting power, each Stockholder shall exercise its individual voting

power over such shares in a manner consistent with the Stockholder’s voting obligations

under this Agreement with respect to the Shares.

e. Each Stockholder agrees, from time to time,

at the reasonable request of the Company or Parent and without further consideration, to

execute and deliver, or cause to be executed and delivered, such additional documents and

take all such further action as may be reasonably required to consummate and make effective,

in the most expeditious manner practicable, the transactions contemplated by this Agreement.

6. Representations

of Each Stockholder. Each Stockholder represents and warrants as follows:

a. The Stockholder has all requisite power

and authority to execute and deliver this Agreement and to perform the Stockholder’s

obligations hereunder. The execution and delivery of this Agreement by the Stockholder and

the consummation by the Stockholder of the transactions contemplated hereby have been duly

authorized by all necessary action on the part of the Stockholder. This Agreement has been

duly executed and delivered by the Stockholder and constitutes a valid and binding obligation

of the Stockholder enforceable against the Stockholder in accordance with its terms, subject

to the Enforceability Limitations. If the Stockholder is a natural person who is married

and resides in a community property state, then such Stockholder’s spouse either (i) has

executed and delivered to Parent and the Company a spousal consent in the form of Annex I

hereto concurrent with the execution and delivery hereof or (ii) is a Stockholder that

is otherwise subject to this Agreement.

b. The execution and delivery of this Agreement

by the Stockholder does not, and the consummation of the transactions contemplated hereby

will not (with or without notice or lapse of time, or both), (i) if not an individual,

contravene, conflict with or result in a violation of any material provision of the organizational

documents of Stockholder, (ii) result in a violation of, a termination (or right of

termination) of or default under, the creation or acceleration of any obligation or the loss

of a benefit under, or result in the creation of any Encumbrance (other than Permitted Encumbrances)

upon any of the properties or assets of Stockholder under any agreement to which Stockholder

is a party or (iii) contravene, conflict with or result in a violation of any Legal

Requirement applicable to the Stockholder or any of its properties or assets, other than

any such contraventions, conflicts or violations that would not reasonably be expected to,

individually or in the aggregate, prevent, impede or materially delay the Stockholder’s

ability to satisfy its obligations hereunder.

c. No Consent from or filings with any Governmental

Entity is required to be obtained or made by the Stockholder in connection with the execution,

delivery and performance of this Agreement by the Stockholder or the consummation by the

Stockholder of the transactions contemplated by this Agreement.

d. The Stockholder owns beneficially or of

record the Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto,

which as of the date hereof constitute all of the shares of Company Class A Common Stock

and Class B Common Stock (or securities convertible or exchangeable for shares of Company

Class A Common Stock or Class B Common Stock) owned beneficially or of record by

the Stockholder or over which the Stockholder, directly or indirectly, has sole or shared

voting or dispositive authority, and such ownership is free and clear of any proxy, voting

restriction, adverse claim or other Encumbrance (other than any restrictions created by this

Agreement or under applicable federal or state securities laws).

e. As used in this Agreement, the terms “beneficial

owner,” “beneficially own” and “beneficial ownership” shall

have the meaning set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act

and the rules and regulations promulgated thereunder, each as amended from time to time.

7. Representations

of the Company. The Company represents and warrants as follows:

a. The Company is a legal entity duly incorporated,

validly existing and in good standing under the laws of its jurisdiction of formation. The

Company has all requisite corporate power and authority to execute and deliver this Agreement

and to perform the Company’s obligations hereunder. The execution and delivery of this

Agreement by the Company and the consummation by the Company of the transactions contemplated

hereby have been duly authorized by all necessary action on the part of the Company. This

Agreement has been duly executed and delivered by the Company and constitutes a valid and

binding obligation of the Company enforceable against the Company in accordance with its

terms, subject to the Enforceability Exceptions.

b. The execution and delivery of this Agreement

by the Company does not, and the consummation of the transactions contemplated hereby will

not (with or without notice or lapse of time, or both), (i) contravene, conflict with

or result in a violation of any material provision of the Company Governing Documents, (ii) result

in a violation of, a termination (or right of termination) of or default under, the creation

or acceleration of any obligation or the loss of a benefit under, or result in the creation

of any Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets

of the Company under any agreement to which the Company is a party or (iii) contravene,

conflict with or result in a violation of any Legal Requirement applicable to the Company

or any of its properties or assets, other than any such contraventions, conflicts or violations

that would not reasonably be expected to, individually or in the aggregate, prevent, impede

or materially delay the Company’s ability to satisfy its obligations hereunder.

8. Representations

of Parent. Parent represents and warrants as follows:

a. Parent is a legal entity duly incorporated,

validly existing and in good standing under the laws of its jurisdiction of formation. Parent

has all requisite corporate power and authority to execute and deliver this Agreement and

to perform Parent’s obligations hereunder. The execution and delivery of this Agreement

by Parent and the consummation by Parent of the transactions contemplated hereby have been

duly authorized by all necessary action on the part of Parent. This Agreement has been duly

executed and delivered by Parent and constitutes a valid and binding obligation of Parent

enforceable against Parent in accordance with its terms, subject to the Enforceability Exceptions.

b. The execution and delivery of this Agreement

by Parent does not, and the consummation of the transactions contemplated hereby will not

(with or without notice or lapse of time, or both), (i) contravene, conflict with or

result in a violation of any material provision of the Parent Governing Documents, (ii) result

in a violation of, a termination (or right of termination) of or default under, the creation

or acceleration of any obligation or the loss of a benefit under, or result in the creation

of any Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets

of Parent under any agreement to which Parent is a party or (iii) contravene, conflict

with or result in a violation of any Legal Requirement applicable to Parent or any of its

properties or assets, other than any such contraventions, conflicts or violations that would

not reasonably be expected to, individually or in the aggregate, prevent, impede or materially

delay Parent’s ability to satisfy its obligations hereunder.

9. Publicity.

Each Stockholder hereby authorizes Parent and the Company to publish and disclose in any

announcement or disclosure in connection with the Mergers or otherwise in connection with

the Merger Agreement or the Rhino Merger Agreement, including in the Registration Statement,

the Proxy Statement/Prospectus and any other filing with any Governmental Body, the Stockholder’s

identity and ownership of the Shares and the nature of the Stockholder’s obligations

under this Agreement. Each Stockholder agrees to notify Parent and the Company as promptly

as practicable of any inaccuracies or omissions in any information relating to such Stockholder

that is so published or disclosed.

10. Stock

Dividends, Etc. In the event of any change in the Company Class A Common Stock and

Class B Common Stock by reason of any reclassification, recapitalization, reorganization,

stock split (including a reverse stock split) or subdivision or combination, exchange or

readjustment of shares, or any stock dividend or stock distribution, merger or other similar

change in capitalization, the term “Shares” shall be deemed to refer to and include

such shares as well as all such stock dividends and distributions and any securities into

which or for which any or all of such shares may be changed or exchanged or which are received

in such transaction.

11. Entire

Agreement. This Agreement and, to the extent referenced herein, the Merger Agreement

and the Rhino Merger Agreement, constitute the entire agreement among the parties with respect

to the subject matter hereof and supersede all other prior agreements and understandings,

both written and oral, among the parties with respect to the subject matter hereof. Nothing

in this Agreement shall, or shall be construed or deemed to, constitute a Transfer of any

Shares or any legal or beneficial interest in or voting or other control over any of the

Shares or as creating or forming a “group” for purposes of the Exchange Act,

and all rights, ownership and benefits of and relating to the Shares shall remain vested

in and belong to the Stockholders, subject to the agreements of the parties set forth herein.

This Agreement is intended to create, and creates, a contractual relationship and is not

intended to create, and does not create, any agency, partnership, joint venture or other

like relationship between the parties.

12. Assignment;

Third-Party Beneficiaries. This Agreement shall not be assigned by operation of law or

otherwise and, except as otherwise provided herein, shall be binding upon and inure solely

to the benefit of each party hereto and is not intended to confer upon any person other than

the parties hereto any rights or remedies hereunder.

13. Remedies.

The parties acknowledge and agree that irreparable damage would occur in the event any of

the provisions of this Agreement required to be performed by any of the parties were not

performed in accordance with their specific terms or were otherwise breached, and that monetary

damages, even if available, would not be an adequate remedy therefor. Accordingly, in the

event of any breach or threatened breach by any party of any covenant or obligation contained

in this Agreement, any non-breaching party shall be entitled to obtain, without proof of

actual damages (and in addition to any other remedy to which such non-breaching party may

be entitled at law or in equity): (a) a decree or order of specific performance to enforce

the observance and performance of such covenant or obligation; and (b) an injunction

restraining such breach or threatened breach. Each of the parties hereby waives any requirement

for the securing or posting of any bond in connection with any such remedy. The parties further

agree not to assert that (a) a remedy of specific performance or an injunction is unenforceable,

invalid, contrary to law or inequitable for any reason or (b) a remedy of monetary damages

would provide an adequate remedy.

14. Governing

Law; Venue; Waiver of Jury Trial.

a. This Agreement, and any action, suit or

other legal proceeding arising out of or relating to this Agreement (including the enforcement

of any provision of this Agreement), or the legal relationship of the parties to this Agreement

(whether at law or in equity, whether in contract or in tort or otherwise), shall be governed

by, and construed and interpreted in accordance with, the laws of the State of Delaware,

regardless of the choice of laws principles or any borrowing statute of the State of Delaware,

as to all matters, including matters of validity, construction, effect, enforceability, performance

and remedies. In any action, suit or other legal proceeding between any of the parties arising

out of or relating to this Agreement, or the legal relationship of the parties to this Agreement

(whether at law or in equity, whether in contract or in tort or otherwise), each of the parties:

(i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction

and venue of the Chosen Court; (ii) agrees that it will not attempt to deny or defeat

such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees

that it will not bring any such action in any court other than the Chosen Court.

b. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY

WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT

ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL

BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY

ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF

ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN

THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT

UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH

WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG

OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.

15. Notice.

Each notice, request, demand or other communication under this Agreement shall be in writing

and shall be deemed to have been duly given, delivered or made as follows: (a) if delivered

by hand, when delivered; (b) if sent by registered, certified or first class mail, the

second Business Day after being sent; (c) if sent via a national courier service, two

Business Days after being delivered to such courier; and (d) if sent by email, when

sent, provided that (i) the subject line of such email states that it is a notice delivered

pursuant to this Agreement and (ii) the sender of such email does not receive a written

notification of delivery failure. All notices and other communications hereunder shall be

delivered to the address or email address set forth beneath the name of such party below

(or to such other address or email address as such party shall have specified in a written

notice given to the other parties hereto):

if to a Stockholder, to the applicable

address set forth on the signature pages hereto, with a copy (which shall not constitute notice) to:

Bryan Cave Leighton Paisner LLP

1700 Lincoln Street, Suite 4100

Denver, CO 80203

Attention:

Charles D. Maguire

Todd Kaye

Tyler Mark

Email:

charles.maguire@bclplaw.com

todd.kaye@bclplaw.com

tyler.mark@bclplaw.com

if to Parent, to the following addresses:

The Real Brokerage Inc.

701 Brickell Avenue, 17th Floor

Miami, Florida 33131

Attention:

[Intentionally Omitted]

Email:

[Intentionally Omitted]

with a copy (which shall not constitute

notice) to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attention:

David K. Boston

Sean M. Ewen

Andrew C. Marmer

Email:

dboston@willkie.com

Sewen@willkie.com

AMarmer@willkie.com

if to the Company, to the following

addresses:

RE/MAX Holdings, Inc.

5075 S. Syracuse Street

Denver, Colorado 80237

Attention:

[Intentionally Omitted]

Email:

[Intentionally Omitted]

with a copy (which shall not constitute

notice) to:

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105

Attention:

Gavin Grover; Michael O’Bryan; Joseph Sulzbach

Email:

ggrover@mofo.com; mobryan@mofo.com; jsulzbach@mofo.com

16. Severability.

Each party agrees that, should any court or other competent authority hold any provision

of this Agreement or part hereof to be invalid, illegal or unenforceable in any jurisdiction,

such invalidity, illegality or unenforceability shall not affect any other term or provision

of this Agreement or invalidate or render unenforceable such other term or provision in any

other jurisdiction. Upon such determination that any term or other provision is invalid,

illegal or unenforceable, the Stockholders, Parent and the Company shall negotiate in good

faith to modify this Agreement so as to effect the original intent of the parties as closely

as possible in a mutually acceptable manner in order that the transactions contemplated hereby

be consummated as originally contemplated to the greatest extent possible. If any provision

of this Agreement is so broad as to be unenforceable, such provision shall be interpreted

to be only so broad as is enforceable.

17. Amendments;

Waivers. Any provision of this Agreement may be amended, modified or waived if, and only

if, such amendment, modification or waiver is in writing and signed (a) in the case

of an amendment or modification, by the Stockholders, Parent and the Company, and (b) in

the case of a waiver, by the party against whom the waiver is to be effective. No failure

or delay by any party in exercising any right, power or privilege hereunder shall operate

as a waiver thereof, nor shall any single or partial exercise thereof preclude any other

or further exercise thereof or the exercise of any other right, power or privilege.

18. No

Representative Capacity. Notwithstanding anything to the contrary herein, this Agreement

applies to each Stockholder solely in the Stockholder’s capacity as a stockholder of

the Company, and, to the extent a Stockholder serves as a member of the board of directors

or as an officer of the Company or any of its subsidiaries, nothing in this Agreement shall

limit or affect any actions or omissions taken by the Stockholder in the Stockholder’s

capacity as a director or officer, in each case in accordance with and to the extent permitted

by the terms of the Merger Agreement, and not as a stockholder.

19. Further

Assurances. The Stockholder shall, without further consideration, and at its own expense,

from time to time, perform such further acts and execute and deliver, or cause to be executed

and delivered, such additional or further consents, documents and other instruments as Parent

may request for the purpose of effectuating the matters covered by this Agreement or that

are necessary to vest in Parent the power to carry out and give effect to the provisions

of this Agreement.

20. Counterparts.

This Agreement may be executed in multiple counterparts, including via facsimile, e-mail

in “portable document format” form transmission, or any electronic signature

complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, all of which shall

be considered one and the same agreement and shall become effective when the counterparts

have been signed by each of the parties and delivered to the other parties, it being understood

that all parties need not sign the same counterpart.

21. No

Agreement until Executed. This Agreement shall not be effective unless and until (i) the

Merger Agreement is executed by all parties thereto and (ii) this Agreement is executed

and delivered by all parties hereto.

The parties have caused this

Agreement to be duly executed as of the date first above written.

THE REAL BROKERAGE INC.

By:

/s/ Tamir Poleg

Name: Tamir Poleg

Title: Chief Executive Officer

[Signature Page to Company Voting and Support Agreement]

The parties have caused this

Agreement to be duly executed as of the date first above written.

RE/MAX HOLDINGS, INC.

By:

/s/ Susan Winders

Name: Susan Winders

Title: Chief Legal Officer and Chief Compliance Officer

[Signature Page to Company Voting and Support Agreement]

The parties have caused this Agreement to be duly

executed as of the date first above written.

RIHI, INC.

By:

/s/ Bruce Benham

Name: Bruce Benham

Title: Vice President and Secretary

Address: [Intentionally Omitted]

Attention: [Intentionally Omitted]

Email: [Intentionally Omitted]

DAVID L. LINIGER

/s/ David L. Liniger

David L. Liniger

Address: [Intentionally Omitted]

Attention: [Intentionally Omitted]

Email: [Intentionally Omitted]

GAIL A. LINIGER

/s/ Gail A. Liniger

Gail A. Liniger

Address: [Intentionally Omitted]

Attention: [Intentionally Omitted]

Email: [Intentionally Omitted]

[Signature Page to Company Voting and Support Agreement]

ADAOS TRUST, DATED AUGUST 18, 1992

By:

/s/ David L. Liniger

Name: David L. Liniger

Title: Trustee

Address: [Intentionally Omitted]

Attention: [Intentionally Omitted]

Email: [Intentionally Omitted]

GAIL A. LINIGER REVOCABLE TRUST, DATED APRIL 23, 2023

By:

/s/ David L. Liniger

Name: David L. Liniger

Title: Trustee

Address: [Intentionally Omitted]

Attention: [Intentionally Omitted]

Email: [Intentionally Omitted]

[Signature Page to Company Voting and Support Agreement]

Schedule A

Existing Share Information

[Intentionally Omitted]

ANNEX I

Spousal Consent

[Intentionally Omitted]

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2612789d1_ex10-2.htm · Sequence: 5

Exhibit 10.2

VOTING AND SUPPORT AGREEMENT

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.

WHEREAS, this Agreement is

being entered into in connection with the transactions contemplated by the Arrangement Agreement and Plan of Merger, dated as of the date

hereof, by and among the Company, Parent and the other parties thereto (as the same may be amended, supplemented or modified, the “Merger

Agreement”);

WHEREAS, as of the date of

this Agreement, each Shareholder owns beneficially or of record, and has the power to vote or direct the voting of, the Parent Common

Shares and, to the extent entitled to vote at the Parent Shareholders’ Meeting, Parent Equity Awards or other securities or rights

convertible into or exercisable or exchangeable for Parent Common Shares set forth on Schedule A hereto (collectively, the “Existing

Securities”); and

WHEREAS, each Shareholder

acknowledges that the execution and delivery of this Agreement by the Shareholder is a material inducement and condition to the Company’s

and Parent’s willingness to enter into the Merger Agreement and that the Company and Parent are entering into the Merger Agreement

in reliance upon each Shareholder’s execution, delivery and performance of this Agreement.

NOW THEREFORE, in consideration

of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Capitalized terms used but not defined in this Agreement have the meanings assigned

to those terms in the Merger Agreement.

2. Effectiveness; Termination.

a. This Agreement shall be effective upon signing and, subject to Section 2(b) hereof, shall remain

in effect until, and shall terminate upon, the earliest to occur of (i) the First Merger Effective Time and (ii) the termination

of the Merger Agreement in accordance with its terms.

b. Sections 13 through 18 hereof shall survive any termination of this Agreement. Termination of this Agreement

shall not relieve any party of any liability or damages resulting from such party’s fraud or any knowing and intentional breach

of any covenant or obligation contained herein. For purposes of this Agreement, “knowing and intentional breach” means

a deliberate action taken or deliberate failure to act that the breaching party intentionally takes (or fails to take) and actually knows

that it would, or would reasonably be expected to, be or cause a material breach of this Agreement.

3. Voting and Support Agreement; Irrevocable Proxy and Power of Attorney.

a. Each Shareholder irrevocably and unconditionally hereby agrees that, during the term of this Agreement,

(x) it shall exercise, or cause to be exercised, all voting or other determinative rights that such Shareholder has in any trust

or other legal entity (i) consistent with the terms of the Shareholder’s obligations under this Agreement and (ii) in

such manner as to otherwise carry out the intent and purposes of the Shareholders’ obligations in this Agreement, and (y) it

shall at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of the shareholders

of Parent, and in any other circumstance, however called, including in connection with any written consent of the shareholders of Parent:

i. appear at such meeting or otherwise cause all of the Existing Securities, and all other Parent Common

Shares and, to the extent entitled to vote at the Parent Shareholders’ Meeting, Parent Equity Awards or securities or rights convertible

into or exercisable or exchangeable for Parent Common Shares over which such Shareholder has acquired, after the date hereof and prior

to the termination of this Agreement, beneficial or record ownership or the power to vote or direct the voting thereof (including any

such Parent Common Shares and, to the extent entitled to vote at the Parent Shareholders’ Meeting, Parent Equity Awards or other

securities or rights convertible into or exercisable or exchangeable for Parent Common Shares acquired by means of purchase, dividend

or distribution, or issued upon the exercise of any stock options to acquire Parent Common Shares, the vesting of any restricted share

units which are settled for Parent Common Shares or the conversion of any convertible securities, or pursuant to any other equity awards

or derivative securities (including, to the extent entitled to vote at the Parent Shareholders’ Meeting, any Parent Equity Awards)

or otherwise) (the “Subsequently Acquired Securities” and, together with the Existing Securities, the “Securities”),

in each case to the extent entitled to vote at the Parent Shareholders’ Meeting), as of the applicable record date, to be counted

as present thereat for purposes of calculating a quorum; and

ii. vote or cause to be voted (including by proxy or written consent, if applicable) all such Securities entitled

to vote (A) in favor of the Arrangement Resolution and any other matter necessary for the consummation of the transactions contemplated

by the Merger Agreement including the Arrangement and the Mergers, (B) in favor of any proposal to adjourn or postpone any meeting

of the shareholders of Parent to a later date if there is no quorum or there are not sufficient votes to approve the matters set forth

in the preceding clause (A), (C) against any Acquisition Proposal with respect to Parent, and (D) against any action, proposal,

transaction or agreement involving Parent or its Subsidiaries, or any amendment of the Parent Governing Documents, in each case of this

clause (D), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other

obligation or agreement of Parent contained in the Merger Agreement, or of the Shareholders contained in this Agreement or (2) prevent,

or materially delay, the consummation of the transactions contemplated by the Merger Agreement, including the Arrangement and the Mergers.

b. Each Shareholder hereby irrevocably and unconditionally:

i. agrees not to, directly or indirectly, commence or participate in, and to take all actions necessary to

opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, the Company or any of their

respective Affiliates relating to the negotiation, execution or delivery of this Agreement, or the Merger Agreement or the consummation

of the transactions contemplated hereby or thereby, including any claim alleging a breach of any fiduciary duty of Parent’s board

of directors in connection with the Merger Agreement, including the Arrangement and the Mergers or any claim challenging the validity

of, or seeking to enjoin the operation of, any provision of this Agreement, and

ii. waives and agrees not to exercise dissent rights under the BCBCA or any other similar dissent or appraisal

rights under any other applicable law or Legal Requirement with respect to any or all of such Shareholder’s Securities in connection

with the Arrangement Resolution.

c. i.

Each Shareholder hereby irrevocably grants to, and appoints, the Company, and any individual designated in writing by the Company, and

each of them individually, as such Shareholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution),

for and in the name, place and stead of such Shareholder, to attend on behalf of such Shareholder any meeting of the shareholders of

Parent with respect to any of the matters described in this Agreement, to include the Securities in any computation for purposes of establishing

a quorum at any such meeting, to vote or cause to be voted the Existing Securities and any Subsequently Acquired Securities, in each

case to the extent entitled to vote, and, in furtherance of the foregoing purposes and the intent of this Agreement, to execute and deliver,

in the name and on behalf of such Shareholder, any and all proxies, consents, instruments, certificates, other documents and agreements,

and to take any and all other actions, in each case as the Company or its designee may reasonably determine to be necessary or appropriate

to give effect to the matters contemplated by this Agreement and to consummate the transactions contemplated by the Merger Agreement.

ii. Each Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in

reliance upon such Shareholder’s execution and delivery of this Agreement. Each Shareholder hereby affirms that the irrevocable

proxy and power of attorney set forth in this Agreement are given in connection with the execution of the Merger Agreement, and that such

irrevocable proxy and power of attorney are given to secure the performance of the duties of such Shareholder under this Agreement. Each

Shareholder hereby further affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked prior

to the termination of this Agreement and is binding on all heirs, successors and assigns of such Shareholder and any future holder or

beneficial owner of the Securities (howsoever acquired, whether by transfer or otherwise). Each Shareholder hereby ratifies and confirms

that such irrevocable proxy and power of attorney may lawfully do or cause to be done the actions authorized under this Agreement by virtue

hereof. Such irrevocable proxy is executed and intended to be irrevocable in accordance with applicable law. The power of attorney granted

hereunder is a durable power of attorney and shall survive the death, bankruptcy or incapacity of such Shareholder. The irrevocable proxy

and power of attorney granted hereunder shall automatically terminate upon the termination of this Agreement. Upon delivery of written

request by the Company, such Shareholder shall as promptly as practicable execute and deliver to the Company a separate written instrument

or proxy that embodies the terms of this Section 3(c).

d. The obligations of the Shareholders set forth in this Section 3 shall apply whether or not approval

of the Arrangement Resolution or any action described above is recommended by the Parent Board (or any committee thereof).

4. Prohibition on Transfers and Conversion.

a. Each Shareholder hereby agrees that it will not, prior to the earlier of the termination of this Agreement

and receipt of the Required Parent Shareholder Vote, without the prior written consent of Parent and the Company, directly or indirectly

offer for sale, sell, transfer, assign, give, convey, grant a proxy with respect to, tender in any tender or exchange offer, pledge, encumber,

hypothecate or dispose of (by merger, by operation of law or otherwise), either voluntarily or involuntarily, enter into any swap or other

arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or enter into any contract,

option or other arrangement or understanding with respect to the sale, transfer, voting, assignment, conveyance, hypothecation or other

transfer or disposition of, any of the Securities, or any legal or beneficial interest therein, whether or not for value and whether voluntary

or involuntary or by operation of law (any of the foregoing, a “Transfer”).

b. Notwithstanding the foregoing, nothing in this Agreement shall prohibit a Transfer of Securities (i) for

estate-planning purposes, or to an Affiliate, or with respect to a trust over which such Shareholder has sole or shared investment power,

so long as (A) the transferee, prior to the time of such Transfer, agrees in a signed writing satisfactory to Parent and the Company

to be bound by and comply with the provisions of this Agreement (the “Transferee Consent”), (B) the Shareholder

provides at least five (5) Business Days’ prior written notice to Parent and the Company of any such Transfer (which shall

include the Transferee Consent) and (C) the Shareholder shall remain responsible for any breach of this Agreement by such transferee,

(ii) by testamentary disposition or the laws of intestate succession so long as the Securities being transferred in such testamentary

disposition continue to be subject to this Agreement and the recipient thereof agrees to be bound by the terms of this Agreement or (iii) with

respect to the Shareholder’s Parent Equity Awards that vest or are exercised on or prior to the earlier of the termination of this

Agreement and receipt of the Required Parent Shareholder Vote, to Parent in order to satisfy any required withholding taxes applicable

upon such vesting or exercise of such Parent Equity Awards.

c. Any transfer in violation of this Agreement shall be void ab initio. Each Shareholder hereby agrees

that it shall not deposit any Securities in a voting trust, grant any proxy or power of attorney or enter into any voting agreement or

similar agreement or arrangement in contravention of the obligations of the Shareholder under this Agreement with respect to any of the

Securities.

5. Additional Shareholder Covenants.

a. Each Shareholder shall not, and shall cause its controlled Affiliates and use its reasonable best efforts

to cause its other Representatives not to, take any action which, if it were taken by Parent or its Representatives, would violate Section 4.3(a) of

the Merger Agreement.

b. Each Shareholder agrees that, in the event that it acquires record or beneficial ownership of, or the

power to vote or direct the voting of, any Subsequently Acquired Securities, Schedule A shall be deemed amended accordingly and such Subsequently

Acquired Securities shall automatically become subject to the terms of this Agreement, and the Shareholder shall promptly notify Parent

and the Company of any such event.

c. Each Shareholder represents, covenants and agrees that, except for this Agreement, it (i) has not

entered into, and shall not enter into during the term of this Agreement, any support or voting agreement or voting trust or similar agreement

with respect to the Securities that would be in contravention of the Shareholder’s obligations under this Agreement and (ii) has

not granted, and shall not grant during the term of this Agreement, a proxy, consent or power of attorney with respect to the Securities,

except any proxy to carry out the Shareholder’s obligations under this Agreement and any revocable proxy granted to officers or

directors of Parent at the request of the Parent Board in connection with election of directors or other routine matters at any annual

or special meeting of the shareholders of Parent.

d. Each Shareholder represents, covenants and agrees that it has not entered into and will not enter into

any agreement or commitment with any person the effect of which would violate any of the provisions and agreements set forth herein or

have the effect of preventing, impairing or adversely affecting the performance by such Shareholder of the Shareholder’s obligations

under this Agreement. With respect to any of the Parent Common Shares over which the Shareholder has shared voting power, each Shareholder

shall exercise its individual voting power over such Securities in a manner consistent with the Shareholder’s voting obligations

under this Agreement with respect to the Securities.

e. Each Shareholder agrees, from time to time, at the reasonable request of the Company or Parent and without

further consideration, to execute and deliver, or cause to be executed and delivered, such additional documents and take all such further

action as may be reasonably required to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated

by this Agreement.

6. Representations of Each Shareholder. Each Shareholder represents and warrants as follows:

a. The Shareholder has all requisite power and authority to execute and deliver this Agreement and to perform

the Shareholder’s obligations hereunder. The execution and delivery of this Agreement by the Shareholder and the consummation by

the Shareholder of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Shareholder.

This Agreement has been duly executed and delivered by the Shareholder and constitutes a valid and binding obligation of the Shareholder

enforceable against the Shareholder in accordance with its terms, subject to the Enforceability Limitations. If the Shareholder is a natural

person who is married and resides in a community property state, then such Shareholder’s spouse either (i) has executed and

delivered to the Parent and the Company a spousal consent in the form of Annex I hereto concurrent with the execution and delivery hereof

or (ii) is a Shareholder that is otherwise subject to this Agreement.

b. The execution and delivery of this Agreement by the Shareholder does not, and the consummation of the

transactions contemplated hereby will not (with or without notice or lapse of time, or both), (i) if not an individual, contravene,

conflict with or result in a violation of any material provision of the organizational documents of Shareholder, (ii) result in a

violation of, a termination (or right of termination) of or default under, the creation or acceleration of any obligation or the loss

of a benefit under, or result in the creation of any Encumbrance (other than Permitted Encumbrances) upon any of the properties or assets

of Shareholder under any agreement to which Shareholder is a party or (iii) contravene, conflict with or result in a violation of

any Legal Requirement applicable to the Shareholder or any of its properties or assets, other than any such contraventions, conflicts

or violations that would not reasonably be expected to, individually or in the aggregate, prevent, impede or materially delay the Shareholder’s

ability to satisfy its obligations hereunder.

c. No Consent from or filings with any Governmental Entity is required to be obtained or made by the Shareholder

in connection with the execution, delivery and performance of this Agreement by the Shareholder or the consummation by the Shareholder

of the transactions contemplated by this Agreement.

d. The Shareholder owns beneficially or of record the Existing Securities as set forth on, and in the amounts

set forth on, Schedule A hereto, which as of the date hereof constitute all of the Existing Securities of Parent beneficially owned or

of record by the Shareholder or over which the Shareholder, directly or indirectly, has sole or shared voting or dispositive authority,

and such ownership is free and clear of any proxy, voting restriction, adverse claim or other Encumbrance (other than any restrictions

created by this Agreement or under applicable federal or state securities laws).

e. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and

“beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the SEC under the Exchange Act and

the rules and regulations promulgated thereunder, each as amended from time to time.

7. Representations of the Company. The Company represents and warrants as follows:

a. The Company is a legal entity duly incorporated, validly existing and in good standing under the laws

of its jurisdiction of formation. The Company has all requisite corporate power and authority to execute and deliver this Agreement and

to perform the Company’s obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation

by the Company of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company. This

Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable

against the Company in accordance with its terms, subject to the Enforceability Exceptions.

b. The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions

contemplated hereby will not (with or without notice or lapse of time, or both), (i) contravene, conflict with or result in a violation

of any material provision of the Company Governing Documents, (ii) result in a violation of, a termination (or right of termination)

of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance

(other than Permitted Encumbrances) upon any of the properties or assets of the Company under any agreement to which the Company is a

party or (iii) contravene, conflict with or result in a violation of any Legal Requirement applicable to the Company or any of its

properties or assets, other than any such contraventions, conflicts or violations that would not reasonably be expected to, individually

or in the aggregate, prevent, impede or materially delay the Company’s ability to satisfy its obligations hereunder.

8. Representations of Parent. Parent represents and warrants as follows:

a. Parent is a legal entity duly incorporated, validly existing and in good standing under the laws of its

jurisdiction of formation. Parent has all requisite corporate power and authority to execute and deliver this Agreement and to perform

Parent’s obligations hereunder. The execution and delivery of this Agreement by Parent and the consummation by Parent of the transactions

contemplated hereby have been duly authorized by all necessary action on the part of Parent. This Agreement has been duly executed and

delivered by Parent and constitutes a valid and binding obligation of Parent enforceable against Parent in accordance with its terms,

subject to the Enforceability Exceptions.

b. The execution and delivery of this Agreement by Parent does not, and the consummation of the transactions

contemplated hereby will not (with or without notice or lapse of time, or both), (i) contravene, conflict with or result in a violation

of any material provision of the Parent Governing Documents, (ii) result in a violation of, a termination (or right of termination)

of or default under, the creation or acceleration of any obligation or the loss of a benefit under, or result in the creation of any Encumbrance

(other than Permitted Encumbrances) upon any of the properties or assets of Parent under any agreement to which Parent is a party or (iii) contravene,

conflict with or result in a violation of any Legal Requirement applicable to Parent or any of its properties or assets, other than any

such contraventions, conflicts or violations that would not reasonably be expected to, individually or in the aggregate, prevent, impede

or materially delay Parent’s ability to satisfy its obligations hereunder.

9. Publicity. Each Shareholder hereby authorizes Parent and the Company to publish and disclose in

any announcement or disclosure in connection with the Arrangement, the Mergers or otherwise in connection with the Merger Agreement or

the Rhino Merger Agreement, including in the Registration Statement, the Proxy Statement/Prospectus and any other filing with any Governmental

Body, the Shareholder’s identity and ownership of the Securities and the nature of the Shareholder’s obligations under this

Agreement and to file a copy of this Agreement on SEDAR+ (with personal information redacted), if required. Each Shareholder agrees to

notify Parent and the Company as promptly as practicable of any inaccuracies or omissions in any information relating to such Shareholder

that is so published or disclosed.

10. Share Dividends, Etc. In the event of any change in the Parent Common Shares by reason of any reclassification,

recapitalization, reorganization, share split (including a reverse share split) or subdivision or combination, exchange or readjustment

of shares, or any dividend or share distribution, merger or other similar change in capitalization, the term “Securities”

shall be deemed to refer to and include such shares as well as all such dividends and distributions and any securities into which or for

which any or all of such shares may be changed or exchanged or which are received in such transaction.

11. Entire Agreement. This Agreement and, to the extent referenced herein, the Merger Agreement, constitute

the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings,

both written and oral, among the parties with respect to the subject matter hereof. Nothing in this Agreement shall, or shall be construed

or deemed to, constitute a Transfer of any Securities or any legal or beneficial interest in or voting or other control over any of the

Securities or as creating or forming a “group” for purposes of the Exchange Act, and all rights, ownership and benefits of

and relating to the Securities shall remain vested in and belong to the Shareholders, subject to the agreements of the parties set forth

herein. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create,

any agency, partnership, joint venture or other like relationship between the parties.

12. Assignment; Third-Party Beneficiaries. This Agreement shall not be assigned by operation of law

or otherwise and, except as otherwise provided herein, shall be binding upon and inure solely to the benefit of each party hereto and

is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

13. Remedies. The parties acknowledge and agree that irreparable damage would occur in the event any

of the provisions of this Agreement required to be performed by any of the parties were not performed in accordance with their specific

terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. Accordingly,

in the event of any breach or threatened breach by any party of any covenant or obligation contained in this Agreement, any non-breaching

party shall be entitled to obtain, without proof of actual damages (and in addition to any other remedy to which such non-breaching party

may be entitled at law or in equity): (a) a decree or order of specific performance to enforce the observance and performance of

such covenant or obligation; and (b) an injunction restraining such breach or threatened breach. Each of the parties hereby waives

any requirement for the securing or posting of any bond in connection with any such remedy. The parties further agree not to assert that

(a) a remedy of specific performance or an injunction is unenforceable, invalid, contrary to law or inequitable for any reason or

(b) a remedy of monetary damages would provide an adequate remedy.

14. Governing Law; Venue; Waiver of Jury Trial.

a. This Agreement, and any action, suit or other legal proceeding arising out of or relating to this Agreement

(including the enforcement of any provision of this Agreement), or the legal relationship of the parties to this Agreement (whether at

law or in equity, whether in contract or in tort or otherwise), shall be governed by, and construed and interpreted in accordance with,

the laws of the State of Delaware, regardless of the choice of laws principles or any borrowing statute of the State of Delaware, as to

all matters, including matters of validity, construction, effect, enforceability, performance and remedies. In any action, suit or other

legal proceeding between any of the parties arising out of or relating to this Agreement, or the legal relationship of the parties to

this Agreement (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and

unconditionally consents and submits to the exclusive jurisdiction and venue of the Chosen Court; (ii) agrees that it will not attempt

to deny or defeat such jurisdiction by motion or other request for leave from the Chosen Court; and (iii) agrees that it will not

bring any such action in any court other than the Chosen Court.

b. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE

COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT

OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE,

AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION,

SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT

MAKES SUCH WAIVER VOLUNTARILY; AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS

AND CERTIFICATIONS IN THIS SECTION 14.

15. Notice. Each notice, request, demand or other communication under this Agreement shall be in writing

and shall be deemed to have been duly given, delivered or made as follows: (a) if delivered by hand, when delivered; (b) if

sent by registered, certified or first class mail, the second Business Day after being sent; (c) if sent via a national courier service,

two Business Days after being delivered to such courier; and (d) if sent by email, when sent, provided that (i) the subject

line of such email states that it is a notice delivered pursuant to this Agreement and (ii) the sender of such email does not receive

a written notification of delivery failure. All notices and other communications hereunder shall be delivered to the address or email

address set forth beneath the name of such party below (or to such other address or email address as such party shall have specified in

a written notice given to the other parties hereto):

if to a Shareholder, to the applicable

address set forth on the signature pages hereto.

if to Parent, to the following addresses:

The Real Brokerage, Inc.

701 Brickell Avenue, 17th Floor

Miami, FL 33131

Attention: [Intentionally Omitted]

Email: [Intentionally Omitted]

with a copy (which shall not constitute notice) to:

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Attention:

David K. Boston

Sean M. Ewen

Andrew C. Marmer

Email:

dboston@willkie.com

Sewen@willkie.com

AMarmer@willkie.com

and to:

Gowling WLG (Canada) LLP

Suite 1600, 1 First Canadian Place

100 King Street West

Toronto ON M5X 1G5

Canada

Attention: Jason A. Saltzman

Email: Jason.saltzman@gowlingwlg.com

if to the Company, to the following addresses:

RE/MAX Holdings, Inc.

5075 S. Syracuse Street

Denver, CO 80237

Attention: [Intentionally Omitted]

Email: [Intentionally Omitted]

with a copy (which shall not constitute

notice) to:

Morrison & Foerster LLP

425 Market Street

San Francisco, CA 94105

Attention: Gavin Grover; Michael O’Bryan; Joseph Sulzbach

Email: ggrover@mofo.com; mobryan@mofo.com; jsulzbach@mofo.com

16. Severability. Each party agrees that, should any court or other competent authority hold any provision

of this Agreement or part hereof to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability

shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision in any

other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Shareholders, Parent

and the Company shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as

possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated

to the greatest extent possible. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted

to be only so broad as is enforceable.

17. Amendments; Waivers. Any provision of this Agreement may be amended, modified or waived if, and

only if, such amendment, modification or waiver is in writing and signed (a) in the case of an amendment or modification, by the

Shareholders, Parent and the Company, and (b) in the case of a waiver, by the party against whom the waiver is to be effective. No

failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single

or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

18. No Representative Capacity. Notwithstanding anything to the contrary herein, this Agreement applies

to each Shareholder solely in the Shareholder’s capacity as a shareholder of Parent, and, to the extent a Shareholder serves as

a member of the board of directors or as an officer of Parent or any of its subsidiaries, nothing in this Agreement shall limit or affect

any actions or omissions taken by the Shareholder in the Shareholder’s capacity as a director or officer, in each case in accordance

with and to the extent permitted by the terms of the Merger Agreement and not as a shareholder of Parent.

19. Further Assurances. The Shareholder shall, without further consideration, and at its own expense,

from time to time, perform such further acts and execute and deliver, or cause to be executed and delivered, such additional or further

consents, documents and other instruments as the Company may request for the purpose of effectuating the matters covered by this Agreement

or that are necessary to vest in the Company the power to carry out and give effect to the provisions of this Agreement.

20. Counterparts. This Agreement may

be executed in multiple counterparts, including via facsimile or e-mail in “portable

document format” form transmission, or any electronic signature complying with the

U.S. federal ESIGN Act of 2000, e.g., www.docusign.com all of which shall be considered

one and the same agreement and shall become effective when the counterparts have been signed

by each of the parties and delivered to the other parties, it being understood that all parties

need not sign the same counterpart.

21. No Agreement until Executed. This Agreement shall not be effective unless and until (i) the

Merger Agreement is executed by all parties thereto and (ii) this Agreement is executed and delivered by all parties hereto.

The parties have caused this Agreement to be duly executed as of the

date first above written.

THE REAL BROKERAGE, INC.

By:

/s/ Tamir Poleg

Name: Tamir Poleg

Title: Chief Executive Officer

RE/MAX HOLDINGS, INC.

By:

/s/ Susan Winders

Name: Susan Winders

Title: Chief Legal Officer and Chief Compliance Officer

The parties have caused this Agreement to be duly executed as of the

date first above written.

THE REAL BROKERAGE, INC.

By:

/s/ Ravi Jani

Name: Ravi Jani

Title: Chief Financial Officer

The parties have caused this Agreement to be duly executed as of the

date first above written.

GUY GAMZU

/s/ Guy Gamzu

Guy Gamzu

Address: [Intentionally Omitted]

Attention: [Intentionally Omitted]

Email: [Intentionally Omitted]

The parties have caused this Agreement to be duly executed as of the

date first above written.

JENNA ROZENBLAT

/s/ Jenna Rozenblat

Jenna Rozenblat

Address: [Intentionally Omitted]

Attention: [Intentionally Omitted]

Email: [Intentionally Omitted]

[Signature Page to Parent Voting and Support Agreement]

The parties have caused this Agreement to be duly executed as of the

date first above written.

LARRY KLANE

/s/ Larry Klane

Larry Klane

Address: [Intentionally Omitted]

Attention: [Intentionally Omitted]

Email: [Intentionally Omitted]

[Signature Page to Parent Voting and Support Agreement]

The parties have caused this Agreement to be duly executed as of the

date first above written.

PRITESH DAMANI

/s/ Pritesh Damani

Pritesh Damani

Address: [Intentionally Omitted]

Attention: [Intentionally Omitted]

Email: [Intentionally Omitted]

[Signature Page to Parent Voting and Support Agreement]

The parties have caused this Agreement to be duly executed as of the

date first above written.

TAMIR POLEG

/s/ Tamir Poleg

Tamir Poleg

Address: [Intentionally Omitted]

Attention: [Intentionally Omitted]

Email: [Intentionally Omitted]

[Signature Page to Parent Voting and Support Agreement]

The parties have caused this Agreement to be duly executed as of the

date first above written.

INSIGHT PARTNERS XI, L.P.

By: Insight Associates XI, L.P., its general partner

By: Insight Associates XI, Ltd., its general partner

By:

/s/ John B. Weinstein

Name: John B. Weinstein

Title: General Counsel

INSIGHT PARTNERS (CAYMAN) XI, L.P.

By: Insight Associates XI, L.P., its general partner

By: Insight Associates XI, Ltd., its general partner

By:

/s/ John B. Weinstein

Name: John B. Weinstein

Title: General Counsel

INSIGHT PARTNERS XI (CO-INVESTORS), L.P.

By: Insight Associates XI, L.P., its general partner

By: Insight Associates XI, Ltd., its general partner

By:

/s/ John B. Weinstein

Name: John B. Weinstein

Title: General Counsel

[Signature Page to Parent Voting and Support Agreement]

INSIGHT PARTNERS XI (CO-INVESTORS) (B), L.P.

By: Insight Associates XI, L.P., its general partner

By: Insight Associates XI, Ltd., its general partner

By:

/s/ John B. Weinstein

Name: John B. Weinstein

Title: General Counsel

INSIGHT PARTNERS (DELAWARE) XI, L.P.

By: Insight Associates XI, L.P., its general partner

By: Insight Associates XI, Ltd., its general partner

By:

/s/ John B. Weinstein

Name: John B. Weinstein

Title: General Counsel

INSIGHT PARTNERS (EU) XI, S.C.Sp.

By: Insight Associates (EU) XI, S.a.r.l., its general partner

By:

/s/ John B. Weinstein

Name: John B. Weinstein

Title: General Counsel

Address: [Intentionally Omitted]

Attention: [Intentionally Omitted]

Email: [Intentionally Omitted]

[Signature Page to Parent Voting and Support

Agreement]

Schedule A

Existing Securities Information

[Intentionally Omitted]

ANNEX I

Spousal Consent

[Intentionally Omitted]

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: tm2612789d1_ex10-3.htm · Sequence: 6

Exhibit 10.3

VOTING AND SUPPORT AGREEMENT

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”).

WHEREAS, this Agreement is

being entered into in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of the date hereof,

by and among the Company, Wildlife and the other parties thereto (as the same may be amended, supplemented or modified, the “Merger

Agreement”), and the Arrangement Agreement and Plan of Merger, dated as of the date hereof, by and among Wildlife, The Real

Brokerage Inc., a company existing under the laws of the Province of British Columbia (“Wildlife Merger Parent”),

and the other parties thereto (as the same may be amended, supplemented or modified, the “Wildlife Merger Agreement”);

WHEREAS, as of the date of

this Agreement, each Stockholder owns beneficially or of record, and has the power to vote or direct the voting of, the shares of the

Company’s Series A Common Stock (the “Series A Common Stock”) and owns beneficially or of record,

the shares of the Company’s Series B Common Stock, each as set forth on Schedule A hereto (all such shares, the “Existing

Shares”), and understands and agrees that this Agreement shall apply as well to all other shares of Company common stock or

other voting securities of the Company over which such Stockholder has acquired, after the date hereof and prior to the termination of

this Agreement, beneficial or record ownership or the power to vote or direct the voting thereof (including any such shares or other

voting securities of the Company acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options

or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any Company

equity awards) or otherwise) (together with the Existing Shares, the “Shares”);

WHEREAS, each Stockholder

acknowledges that the execution and delivery of this Agreement by the Stockholder is a material inducement and condition to (i) Wildlife’s

willingness to enter into the Merger Agreement and (ii) Wildlife’s and Wildlife Merger Parent’s willingness to enter

into the Wildlife Merger Agreement, and that Wildlife is entering into the Merger Agreement and Wildlife and Wildlife Merger Parent are

entering into the Wildlife Merger Agreement in reliance upon each Stockholder’s execution, delivery and performance of this Agreement;

NOW THEREFORE, in consideration

of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

1. Definitions. Capitalized terms used

but not defined in this Agreement have the meanings assigned to those terms in the Merger

Agreement.

2. Effectiveness; Termination.

a. This Agreement shall be effective upon

signing and, subject to Section 2(b) hereof, shall remain in effect until, and

shall terminate upon, the earliest to occur of (a) the First Effective Time and (b) the

termination of the Merger Agreement in accordance with its terms, and; provided, that

(i) Sections 13 through 19 hereof shall survive any termination of this Agreement, and

(ii) termination of this Agreement shall not relieve any party of any liability or damages

resulting from such party’s fraud or any knowing and intentional breach of any covenant

or obligation contained herein (as such terms are defined in the Merger Agreement).

b. Notwithstanding the preceding Section 2(a) or

anything else in this Agreement to the contrary, if (x) the Wildlife Merger Agreement

is terminated by Wildlife in accordance with Section 7.1(e)(i) thereof (Superior

Proposal) and, in connection with such termination, Wildlife enters into an Acquisition

Agreement (as defined in the Wildlife Merger Agreement) with respect to an Acquisition Proposal

(as defined in the Wildlife Merger Agreement) that the Wildlife Board has determined constitutes

a Superior Proposal (as defined in the Wildlife Merger Agreement), (y) there is a publicly

announced or disclosed an alternative transaction prior to any termination of the Wildlife

Merger Agreement, the Wildlife Merger Agreement is terminated in accordance with its terms,

and Wildlife thereafter enters into a definitive Acquisition Agreement with the party making

such proposal or any of its affiliates, or (z) following any termination of the Wildlife

Merger Agreement, but in any event within one (1) year of the date hereof, the Wildlife

Board approves or recommends a definitive Acquisition Agreement with respect to any other

transaction that constitutes a Change of Control under (and as defined in) the Tax Receivable

Agreement dated as of October 7, 2013, between the Company and Wildlife (as the same

may be amended, supplemented or otherwise modified, the “Tax Receivable Agreement”)

(any such Acquisition Agreement, as the same may be amended, supplemented or modified, the

“Subsequent Merger Agreement”), then this Agreement shall continue in

full force and effect subject to the following:

i. the terms of this Agreement shall apply with

respect to (x) the Merger Agreement (as it may be amended or modified in connection

with the Subsequent Merger Agreement), (y) the Subsequent Merger Agreement, as if it

were the Wildlife Merger Agreement, and the counterparty to Wildlife thereto, as if it were

Wildlife Merger Parent, and (z) the Superior Proposal or other alternative transaction

and the other transactions contemplated by the Subsequent Merger Agreement, as if they were

the Mergers under (and as defined in the Wildlife Merger Agreement) and the other transactions

contemplated by the Wildlife Merger Agreement, and

ii. each Stockholder shall (x) cooperate

in order to acquire all consents and approvals of the holders of Common Stock, if necessary,

including by executing and delivering, or causing to be executed and delivered, to the Company

upon request a written consent, substantially in the form and substance as the Written Consent

(as defined in the Merger Agreement), with such changes as Wildlife may deem necessary or

advisable to reflect Merger Agreement (as it may be amended or modified in connection with

the Subsequent Merger Agreement) and the Subsequent Merger Agreement and the transactions

contemplated thereby, evidencing such Stockholder’s approval and adoption of the Merger

Agreement (as it may be amended or modified in connection with the Subsequent Merger Agreement)

and the Subsequent Merger Agreement and the transactions contemplated thereby and reaffirming

such Stockholder’s waiver of any appraisal or dissenters’ rights with respect

thereto and to complete the intent and purposes of the Stockholders’ obligations under

this Agreement with respect thereto, and (y) perform with respect to the Subsequent

Merger Agreement and the transactions contemplated thereby all of the other covenants of

the Stockholder contemplated by this Agreement with respect to the Merger Agreement and the

Wildlife Merger Agreement and the transactions contemplated thereby,

until the earliest of (A) the

consummation of the transactions contemplated by the Subsequent Merger Agreement and (B) the termination of the Subsequent Merger

Agreement in accordance with its terms.

3. Voting and Support Agreement. Each Stockholder

hereby irrevocably and unconditionally:

a. Agrees that, during the term of this Agreement,

it shall exercise, or cause to be exercised, all voting or other determinative rights that

such Stockholder has in any trust or other legal entity (i) consistent with the terms

of the Stockholder’s obligations under this Agreement and (ii) in such manner

as to otherwise carry out the intent and purposes of the Stockholder’s obligations

in this Agreement.

b. Agrees not to, directly or indirectly,

commence or participate in, and to take all actions necessary to opt out of, any class in

any class action with respect to any claim, derivative or otherwise, against Wildlife, the

Company or any of their respective Affiliates relating to the negotiation, execution or delivery

of this Agreement, the Merger Agreement, the Wildlife Merger Agreement or the consummation

of the transactions contemplated hereby or thereby, including any claim alleging a breach

of any fiduciary duty of the Company’s board of directors in connection with the Mergers

and any claim challenging the validity of, or seeking to enjoin the operation of, any provision

of this Agreement.

c. Grants to, and appoints, Wildlife, and

any individual designated in writing by Wildlife, and each of them individually, as such

Stockholder’s proxy and attorney-in-fact (with full power of substitution and re-substitution),

for and in the name, place and stead of such Stockholder, to execute or cause the execution

of the Written Consent and any similar consent relating to the matters described in this

Agreement, to attend on behalf of such Stockholder any meeting of the stockholders of the

Company with respect to any of the matters described in this Agreement, to include the Common

Stock (to the extent entitled to be included) in any computation for purposes of establishing

a quorum at any such meeting, to vote or cause to be voted the Common Stock (to the extent

entitled to vote), and, in furtherance of the foregoing purposes and the intent of this Agreement,

to execute and deliver in the name and on behalf of such Stockholder, any and all proxies,

consents, instruments, certificates, other documents and agreements, and to take any and

all other actions, in each case as Wildlife or its designee may reasonably determine to be

necessary or appropriate to give effect to the matters contemplated by this Agreement and

to consummate the transactions contemplated by the Merger Agreement or the Wildlife Merger

Agreement.

d. Understands and acknowledges that Wildlife

is entering into the Merger Agreement in reliance upon such Stockholder’s execution

and delivery of this Agreement. Each Stockholder hereby affirms that the irrevocable proxy

and power of attorney set forth in this Agreement are given in connection with the execution

of the Merger Agreement, and that such irrevocable proxy and power of attorney are given

to secure the performance of the duties of such Stockholder under this Agreement. Each Stockholder

hereby further affirms that the irrevocable proxy is coupled with an interest and may under

no circumstances be revoked prior to the termination of this Agreement, and is binding on

all heirs, successors and assigns of such Stockholder and any future holder or beneficial

owner of the Shares (howsoever acquired, whether by transfer or otherwise). Each Stockholder

hereby ratifies and confirms that such irrevocable proxy and power of attorney may lawfully

do or cause to be done the actions authorized under this Agreement by virtue hereof. Such

irrevocable proxy is executed and intended to be irrevocable in accordance with Section 212(e) of

the DGCL and any similar law. The power of attorney granted hereunder is a durable power

of attorney and shall survive the death, bankruptcy or incapacity of such Stockholder. The

irrevocable proxy and power of attorney granted hereunder shall automatically terminate upon

the termination of this Agreement. Upon delivery of written request by Wildlife, such Stockholder

shall as promptly as practicable execute and deliver to Wildlife a separate written instrument

or proxy that embodies the terms of this Section 3(d).

e. Agrees that the obligations of the Stockholders

set forth in this Section 3 shall apply whether or not the adoption of the Merger Agreement

or any action described above is recommended by the Company Board (or any committee thereof).

4. Matters Concerning the Delta Stockholders.

a. Notwithstanding anything to the contrary

in this Agreement, each of David Liniger and Gail Liniger (each, a “Delta Stockholder”

and collectively, “Delta Stockholders”) agrees that, following the expiration

of the election deadline applicable to the election of the form of merger consideration pursuant

to the Wildlife Merger Agreement, the election made by such Delta Stockholder shall be adjusted

automatically, if and to the extent necessary to ensure that the transactions contemplated

by the Wildlife Merger Agreement qualify as a “reorganization” within the meaning

of Section 368(a) of the Code, including if applicable by increasing the portion

of stock consideration to be received by such Delta Stockholder.

b. Subject to the terms and conditions set

forth in this Agreement, each Delta Stockholder shall use their reasonable best efforts to

promptly take, or cause to be taken, all actions, and to promptly do, or cause to be done,

and to assist and cooperate with the other parties in doing, all things necessary, proper

or advisable under applicable Law to (i) obtain all necessary actions or nonactions,

waivers, consents, clearances, approvals and expirations or terminations of waiting periods,

including under antitrust, competition or foreign investment Law, from Governmental Entities

and make all necessary registrations and filings and take all steps as may be necessary to

obtain an approval, clearance or waiver from, or to avoid Actions by, any Governmental Entities,

(ii) obtain all necessary consents, approvals or waivers from third parties, (iii) defend

any Action, lawsuits or other actions, whether judicial or administrative, challenging this

Agreement or the consummation of the Transactions and (iv) execute and deliver any additional

instruments necessary to consummate the Transactions.In furtherance and not in limitation

of the foregoing, each Delta Stockholder shall (i) as promptly as reasonably practicable

(and in any event within fifteen (15) Business Days after the date of this Agreement), file

with the Federal Trade Commission and the Antitrust Division of the Department of Justice

a Notification and Report Form relating to the transactions contemplated by the Merger

Agreement and the Wildlife Merger Agreement as required by the HSR Act, which shall request

early termination of the HSR Act waiting period to the extent available, (ii) as soon

as reasonably practicable, and in any event within fifteen (15) Business Days following the

date of this Agreement, file comparable notification filings, forms and submissions, or draft

notification filings, forms and submissions (if applicable), with any Governmental Entity

that are required by other applicable antitrust, competition or foreign investment Legal

Requirements in connection with the transactions contemplated by the Merger Agreement and

the Wildlife Merger Agreement, (iii) promptly furnish Wildlife and Wildlife Merger Parent,

subject in appropriate cases to appropriate confidentiality agreements to limit disclosure

to outside lawyers and consultants, with such information and reasonable assistance as such

other party and its Affiliates and Subsidiaries may reasonably require in connection with

their preparation of necessary or advisable filings, notifications, responses, and submissions

of information to any Governmental Entity, (iv) promptly supply any additional information

and documentary material that may be required or requested pursuant to any applicable Law

or Action by any Governmental Entity, including a Request for Additional Information and

Documentary Material, and (v) take or cause to be taken all other actions necessary,

proper or advisable to obtain all applicable clearances, consents, authorizations, approvals

or waivers, cause the expiration or termination of all applicable waiting periods and avoid

or resolve any Action or threatened Action with respect to the Mergers and the other transactions

contemplated by the Merger Agreement or the Wildlife Merger Agreement under any applicable

Law as promptly as practicable and in any event so as to allow the Closing (as defined in

the Wildlife Merger Agreement) to occur prior to the End Date (as defined in the Wildlife

Merger Agreement). Without limiting the foregoing, neither Delta Stockholder shall, nor shall

it cause any of its Affiliates to, without the prior written consent of Wildlife, extend

(or take any action with the effect of extending) any waiting period or comparable period

under the HSR Act. Each Delta Stockholder hereby acknowledges and agrees that the consummation

of the transactions contemplated by the Merger Agreement and the Wildlife Merger Agreement

is conditioned upon, and predicated on, such Delta Stockholder making any filings required

pursuant to the HSR Act in connection with the transactions contemplated by the Wildlife

Merger Agreement and the Merger Agreement, and obtaining expiration or termination of any

applicable waiting periods thereunder.

5. Prohibition on Transfers and Conversion.

a. Each Stockholder hereby agrees that it

will not, prior to the termination of this Agreement, without the prior written consent of

Wildlife, (i) directly or indirectly offer for sale, sell, transfer, assign, give, convey,

grant a proxy with respect to, tender in any tender or exchange offer, pledge, encumber,

hypothecate or dispose of (by merger, by operation of law or otherwise), either voluntarily

or involuntarily, enter into any swap or other arrangement that transfers to another, in

whole or in part, any of the economic consequences of ownership of, or enter into any contract,

option or other arrangement or understanding with respect to the sale, transfer, voting,

assignment, conveyance, hypothecation or other transfer or disposition of, any of the Shares,

or any legal or beneficial interest therein, whether or not for value and whether voluntary

or involuntary or by operation of law (any of the foregoing, a “Transfer”),

or (ii) request the conversion or exchange of any OpCo common units to or for shares

of Wildlife Common Stock.

b. Notwithstanding the foregoing, nothing

in this Agreement shall prohibit a Transfer of Shares (i) for estate-planning purposes,

or to an Affiliate, or with respect to a trust over which such Stockholder has sole or shared

investment power, so long as (A) the transferee, prior to the time of such Transfer,

agrees in a signed writing satisfactory to Wildlife to be bound by and comply with the provisions

of this Agreement (the “Transferee Consent”), (B) the Stockholder

provides at least five (5) Business Days’ prior written notice to Wildlife of

any such Transfer (which shall include the Transferee Consent) and (C) the Stockholder

shall remain responsible for any breach of this Agreement by such transferee, or (ii) by

testamentary disposition or the laws of intestate succession so long as the Shares being

transferred in such testamentary disposition continue to be subject to this Agreement and

the recipient thereof agrees to be bound by the terms of this Agreement (any Transfer permitted

in accordance with this Section 5(b), a “Permitted Transfer”).

c. Any transfer in violation of this Agreement

shall be void ab initio. Each Stockholder hereby agrees that it shall not deposit

any Shares in a voting trust, grant any proxy or power of attorney or enter into any voting

agreement or similar agreement or arrangement in contravention of the obligations of the

Stockholder under this Agreement with respect to any of the Shares.

6. Additional Stockholder Covenants.

a. Each Stockholder shall not, and shall cause

its controlled Affiliates and use its reasonable best efforts to cause its other Representatives

not to, take any action which, if it were taken by the Company or its Representatives, would

violate Section 4.3(a) and Section 5.11 of the Merger Agreement.

b. Each Stockholder agrees that, in the event

that it acquires record or beneficial ownership of, or the power to vote or direct the voting

of, any additional Shares, Schedule A shall be deemed amended accordingly and such

Shares shall automatically become subject to the terms of this Agreement, and the Stockholder

shall promptly notify Wildlife of any such event.

c. Each Stockholder represents, covenants

and agrees that, except for this Agreement, it (i) has not entered into, and shall not

enter into during the term of this Agreement, any support or voting agreement or voting trust

or similar agreement with respect to the Shares that would be inconsistent with the Stockholder’s

obligations under this Agreement and (ii) has not granted, and shall not grant during

the term of this Agreement, a proxy, consent or power of attorney with respect to the Shares

except any proxy to carry out the Stockholder’s obligations under this Agreement.

d. Each Stockholder represents, covenants

and agrees that it has not entered into and will not enter into any agreement or commitment

with any person the effect of which would violate any of the provisions and agreements set

forth herein or have the effect of preventing, impairing or adversely affecting the performance

by such Stockholder of the Stockholder’s obligations under this Agreement. With respect

to any shares of Series A Common Stock over which the Stockholder has shared voting

power, each Stockholder shall exercise its individual voting power over such shares in a

manner consistent with the Stockholder’s voting obligations under this Agreement with

respect to the Shares.

e. Each Stockholder agrees, from time to time,

at the reasonable request of Wildlife and without further consideration, to execute and deliver

such additional documents and take all such further action as may be reasonably required

to consummate and make effective, in the most expeditious manner practicable, the transactions

contemplated by this Agreement.

7. Representations of the Stockholders.

Each Stockholder represents and warrants as follows: