Interim Condensed Consolidated Financial Statements (Unaudited):
Interim Condensed Consolidated Statements of Financial Positions	2
Interim Condensed Consolidated Statements of Loss and Other Comprehensive Loss	3
Interim Condensed Consolidated Statements of Changes in Equity	4
Interim Condensed Consolidated Statement of Cash Flows	5
Notes to the Interim Condensed Consolidated Financial Statements	6-25

1

THE REAL BROKERAGE, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONS
(Expressed in thousands of U.S. dollars)

UNAUDITED

		Unaudited			Audited
		June 30, 2022			December 31, 2021
ASSETS
CURRENT ASSETS
Cash	$	32,520		$	29,082
Restricted cash		-			47
Investments in available-for-sale securities at fair value		4,429			8,811
Trade receivables		240			254
Other receivables		66			23
Prepaid expenses and deposits		1,299			448
TOTAL CURRENT ASSETS		38,554			38,665
NON-CURRENT ASSETS
Intangible assets		395			451
Goodwill		12,527			602
Property and equipment		754			170
Right-of-use assets		67			109
TOTAL NON-CURRENT ASSETS		13,743			1,332
TOTAL ASSETS		52,297			39,997
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities		12,124			6,604
Other payables		15,103			3,351
Lease liabilities		86			91
TOTAL CURRENT LIABILITIES		27,313			10,046
NON-CURRENT LIABILITIES
Lease liabilities		-			40
Accrued stock-based compensation		6,319			2,268
Warrants outstanding		254			639
TOTAL NON-CURRENT LIABILITIES		6,573			2,947
TOTAL LIABILITIES		33,886			12,993
EQUITY
EQUITY ATTRIBUTABLE TO OWNERS
Share Premium		63,537			63,397
Stock-based compensation reserves		10,836			6,725
Deficit		(38,648	)		(30,127	)
Other Reserves		(346	)		(347	)
Treasury Stock, at cost		(17,103	)		(12,644	)
EQUITY ATTRIBUTABLE TO OWNERS		18,276			27,004
Non-controlling interests		135			-
TOTAL EQUITY		18,411			27,004
TOTAL LIABILITIES AND EQUITY		52,297			39,997

2

THE REAL BROKERAGE, INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Expressed in thousands of U.S. dollars, except for per share amounts)

UNAUDITED

		Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021
Revenues	$	112,356		23,095		174,005		32,404
Cost of Sales		103,064		20,667		158,851		28,739
Gross Profit		9,292		2,428		15,154		3,665
General and administrative expenses		6,116		2,819		11,490		5,124
Marketing expenses		5,700		1,214		9,416		1,864
Research and development expenses		1,680		1,185		2,719		3,180
Operating Loss		(4,204	)	(2,790	)	(8,471	)	(6,503	)
Other income		(257	)	-		(436	)	-
Finance expenses, net		208		158		372		268
Net Loss		(4,155	)	(2,948	)	(8,407	)	(6,771	)
Non-controlling interest (NCI)		53		-		114		-
Net Loss Attributable to the Owners of the Company		(4,208	)	(2,948	)	(8,521	)	(6,771	)
Other comprehensive income/(loss):
Unrealized loss on available for sale investment portfolio		(116	)	-		(393	)	-
Foreign currency translation adjustment		190		-		394		-
Comprehensive Loss Attributable to Owners of the Company	$	(4,134	)	(2,948	)	(8,520	)	(6,771	)
Comprehensive Income Attributable to NCI		53		-		114		-
Comprehensive Loss	$	(4,081	)	(2,948	)	(8,406	)	(6,771	)
Loss per share
Basic and diluted loss per share	$	(0.02	)	(0.03	)	(0.05	)	(0.06	)
Weighted-average shares, basic and diluted		178,330		110,655		178,330		110,655

3

THE REAL BROKERAGE, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(U.S. dollar in thousands)

UNAUDITED

	Share Premium		Stock-Based Compensation Reserve	Foreign Exchange Translation Reserve	Investments Revaluations Reserve		Deficit		Treasury Stock		Non- Controlling Interests	Total Equity (Deficit)
Balance at, January 1, 2021	21,668		2,760	-	-		(18,448	)	-		14,818	20,798
Total loss and comprehensive loss	-		-	-	-		(6,771	)	-		-	(6,771	)
Exercise of warrants	26,475		-	-	-		-		-		-	26,475
Acquisitions of commons shares for Restricted Share Unit (RSU) plan	(919	)	-	-	-		-		-		-	(919	)
Exercise of stock options	10		-	-	-		-		-		-	10
Equity-settled share-based payment	-		4,616	-	-		-		-		-	4,616
Balance at, June 30, 2021	47,234		7,376	-	-		(25,219	)	-		14,818	44,209
Balance at, January 1, 2022	63,397		6,725	5	(352	)	(30,127	)	(12,644	)	-	27,004
Total loss	-		-	-	-		(8,521	)	-		114	(8,407	)
Total other comprehensive loss	-		-	394	(393	)	-		-		-	1
Acquisitions of commons shares for Restricted Share Unit (RSU) plan	-		-	-	-		-		(5,692	)	-	(5,692	)
Release of vested common shares from employee benefit trusts	93		-	-	-		-		1,233		-	1,326
Adjustment arising from change in non-controlling interest	-		-	-	-		-		-		21	21
Exercise of stock options	47		-	-	-		-		-		-	47
Equity-settled share-based payment	-		4,111	-	-		-		-		-	4,111
Balance at, June 30, 2022	63,537		10,836	399	(745	)	(38,648	)	(17,103	)	135	18,411

4

THE REAL BROKERAGE, INC.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(U.S. dollar in thousands)

UNAUDITED

		Three Months Ended June 30,				Six Months Ended June 30,
		2022		2021		2022		2021
OPERATING ACTIVITIES
Net Loss	$	(4,155	)	(2,948	)	(8,407	)	(6,771	)
Adjustments for:
Depreciation		135		44		138		86
Equity-settled share-based payment transactions		274		1,868		1,211		4,616
Unrealized loss on short-term investments		(277	)	-		-		-
Gain on short-term investments		(62	)	-		(135	)	-
Finance costs, net		100		158		209		268
Changes in operating asset and liabilities:
Restricted cash		47		-		47		-
Trade receivables		111		518		14		(92	)
Other receivables		21		1		(43	)	198
Prepaid expenses and deposits		149		(12	)	(851	)	(86	)
Accounts payable and accrued liabilities		4,071		622		5,520		2,429
Accrued stock compensation		2,481		205		4,051		312
Other payables		(1,583	)	250		11,752		256
NET CASH PROVIDED BY OPERATING ACTIVITIES		1,312		706		13,506		1,216
INVESTING ACTIVITIES
Purchase of property and equipment		(249	)	(29	)	(625	)	(43	)
Acquisition of subsidiary (Note 4 and Note 6)		-		-		(7,445	)	(1,100	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		(249	)	(29	)	(8,070	)	(1,143	)
FINANCING ACTIVITIES
Investment in securities		3,989		(8,857	)	3,989		(8,857	)
Proceeds from exercise of Warrants		-		26,475		-		26,475
Purchase of common shares for Restricted Share Unit (RSU) Plan		(1,180	)	(919	)	(5,692	)	(919	)
Proceeds from exercise of stock options		24		10		47		10
Payment of lease liabilities		(22	)	(21	)	(45	)	(41	)
Cash distribution for non-controlling interest		(43	)			(43	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		2,768		16,688		(1,744	)	16,668
Net change in cash and cash equivalents		3,831		17,365		3,692		16,741
Cash and equivalents, beginning of year		28,941		20,527		29,082		21,226
Effect of exchange rate changes on cash and cash equivalents		(252	)	12		(254	)	(63	)
CASH AND CASH EQUIVALENTS, END OF YEAR	$	32,520		37,904		32,520		37,904
SUPPLEMETAL DISCLOSURE OF NON CASH ACTIVITIES
Cash grants payable as part of Expetitle acquisition	$	-		-		75		-
Share-based compensation as part of Expetitle acquisition	$	-		-		4,325		-
Release of vested common shares from benefit trusts	$	764		-		1,326		-

5

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

1.GENERAL INFORMATION

The Real Brokerage Inc. ("Real" or the "Company") is a technology-powered real estate brokerage firm, licensed in over 44 U.S. states, the District of Columbia, and 2 provinces in Canada with over 5,600 agents. Real offers agents a mobile focused tech-platform to run their business, as well as attractive business terms and wealth building opportunities.

The consolidated operations of Real include the wholly-owned subsidiaries of Real Technology Broker Ltd. incorporated on June 29, 2014 in Israel, Real PIPE, LLC incorporated on November 5, 2020 under the laws of the state of Delaware, Real Broker MA, LLC incorporated on July 11, 2018 under the laws of the state of Delaware, Real Broker CT, LLC incorporated on July 11, 2018 under the laws of the state of Delaware, Real Broker, LLC (formerly Realtyka, LLC) incorporated on October 17, 2014 under the laws of the state of Texas,  Real Broker Commercial LLC incorporated on July 29, 2019 under the laws of the state of Texas, The Real Title Inc. incorporated on January 1, 2021 under the laws of the state of Delaware, Real Broker BC Ltd. incorporated on February 23, 2021 in the province of British Columbia, Real Broker AB Ltd. incorporated on February 23, 2021 in the province of Alberta, and Real Broker ON Ltd incorporate on August 27 2021 in the province of Ontario.

On May 17, 2021, the TSX Venture Exchange (the "TSXV") accepted the Company's Notice of Intention to implement a normal course issuer bid ("NCIB"). Pursuant to the NCIB, the Company may, during the 12-month period commencing May 20, 2021 and ending May 20, 2022, purchase up to 7,170 common shares of the Company ("Common Shares"), constituting approximately 5% of the total 143,404 Common Shares issued and outstanding as of April 30, 2021.

The Company appointed CWB Trust Services (the "Trustee") as the trustee for the purposes of arranging the acquisition of Common Shares and to hold the Common Shares in trust for the purposes of satisfying restricted share unit (each, an "RSU") payments as well as deal with other administration matters. Through the Trustee, RBC Capital Markets has been engaged to undertake purchases under the NCIB. RBC Capital Markets is required to comply with the TSXV and the NASDAQ Capital Market ("NASDAQ") NCIB rules in respect of the purchases of Common Shares as the Trustee is a non-independent trustee by the TSXV for the purposes of the NCIB rules.

The Common Shares acquired will be held by the Trustee until the same are sold in the market with the proceeds to be transferred to designated participants or until the Common Shares are delivered to designated participants, in each case under the terms of the Company's equity incentive plans to satisfy the Company's obligations in respect of redemptions of vested RSUs held by such designated participants. See Note 10.D for more information. A total of 812 Common Shares have been released from the trust to satisfy the Company's obligations in respect of redemptions of vested RSU held by designated participants.

On May 19, 2022, the Company announced that it is renewing the NCIB to be transacted through the facilities of the NASDAQ Capital Market ("NASDAQ") and other stock exchanges and/or alternative trading systems in the United States and/or Canada (other than the TSXV), if eligible. Pursuant to the NCIB, Real may purchase up to 8,915 common shares of the Company, representing approximately 5% of the total 178,309 Common Shares issued and outstanding as of May 19, 2022.

As of June 30, 2022, the Company has repurchased 7,089 Common Shares in the amount of $18,336. The purpose of the purchase of common shares under the NCIB is to enable the Company to acquire shares to satisfy the RSU Plan (see Note 10(D) for more information). The NCIB shall terminate on the earlier of May 20, 2023 and the date on which the maximum number of Common Shares purchasable under the NCIB is acquired by the Company.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company's annual consolidated financial statements for the year ended December 31, 2021.

6

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

A.Basis of preparation

The unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting as issued by the International Accounting Standards Board (IASB). The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the Company's annual audited consolidated financial statements for the period ended December 31, 2021. These unaudited interim condensed consolidated financial statements were authorized for issuance by the Company's Board of Directors on August 9, 2022.

B.Significant judgments, estimates and assumptions

The preparation of Real's unaudited interim condensed consolidated financial statements require management to make judgments, estimates and assumptions that affect the amounts reported. In the process of applying Real's accounting policies, management was required to apply judgment in certain areas. Estimates and assumptions made by management are based on events and circumstances that existed at the unaudited interim condensed consolidated balance sheet date. Accordingly, actual results may differ from these estimates.

The significant judgments, estimates and assumptions in the preparation of the unaudited interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company's annual consolidated financial statements for the years ended December 31, 2021 and 2020.

3.PIPE TRANSACTION

On December 2, 2020, the Company completed an equity investment in private equity funds indirectly controlled by Insight Holdings Group, LLC (the "Insight Partners") for gross proceeds of USD $20 million (approximately CAD $26.28 million)

Insight Partners were issued 17,287 preferred units (the "Preferred Units") of a newly and wholly owned subsidiary of the Company, Real PIPE, LLC formed under the laws of the State of Delaware, that were exchangeable into the same number of Common Shares and 17,287 Common Share purchase warrants of the Company that were exercisable for Common Shares ("Warrants"). Each Warrant entitled the holder to subscribe and purchase one Common Share at an exercise price of $1.48 (CAD $1.9) for a period of 5 years, subject to certain acceleration terms.

On June 15, 2021, in connection with the listing of Real's common shares on the NASDAQ, Real delivered an Acceleration Notice to certain funds managed by Insight Partners providing for the acceleration of the expiry date to June 30, 2021, of an aggregate 17,287, previously issued Warrants. All Warrants held by Insight Partners were exercised into Common Shares for gross proceeds of $26.6 million (CAD $32.8 million) on June 28, 2021.

On August 3, 2021, Insight Partners were issued an aggregate of 17,287 Common Shares in exchange of the Insight Partners' Preferred Units in connection with the Forced Exchange Event.

4.REALTYCRUNCH ACQUISITION

On January 11, 2021, Real completed the acquisition of the business assets and intellectual property of RealtyCrunch Inc. (the "RealtyCrunch Transaction"). The RealtyCrunch Transaction was settled in cash for an aggregate purchase price of USD $1,100 plus 184 Common Share purchase warrants of Real. Each warrant is exercisable into one Common Share at a price of CAD $1.36 for a period of four years. In connection with the RealtyCrunch Transaction, Real also granted 2,441 stock options ("Options"), which vest over a 4-year period. The Company has determined that the acquisition meets the definition of business combinations within the scope of IFRS 3, Business Combination and has completed the determination to allocate the price among the assets purchased and amount attributable to goodwill. The expense incurred related to the acquisition was $38 for the year ended December 31, 2021.

7

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

The following table summarizes the fair value of the acquired assets and assumed liabilities, with reference to the acquisition as of the acquisition date:

	Balance at January 11, 2021
Identifiable assets acquired and goodwill
Proprietary Technology	563
Goodwill	602
Total Purchase Price	1,165
Cash Paid	1,100
Warrants Issued	65

We have completed the valuation of the acquired assets and assumed liabilities and have assigned $563 as the fair value of the Company's developed technology and $602 as the residual goodwill.

5.SCOTT BENSON REAL ESTATE INC.

On December 3, 2021, Real completed the acquisition of the common shares of Scott Benson Real Estate Inc in Ontario, Canada. The transaction was settled in nominal cash consideration for an aggregate purchase price of one CAD Dollar. The Company has determined that the acquisition meets the definition of business combinations within the scope of IFRS 3, Business Combination and recorded an immaterial gain from bargain purchase. The Company has 12 months from the date of purchase to determine the purchase price allocation among the purchased assets and liabilities assumed and do not expect material adjustments to the bargain gain that was recognized.

6.EXPETITLE ACQUISITION

On January 21, 2022, the Company completed the acquisition of 100% of the issued and outstanding equity interests of Expetitle, Inc. ("Expetitle") pursuant to a stock purchase agreement dated January 20, 2022 (the "Expetitle Transaction"). As part of the Expetitle Transaction, the Company also acquired 51% ownership of five subsidiaries of Expetitle Inc. The noncontrolling ownership interest in these five subsidiaries of Expetitle recognised at the acquisition date was measured by reference to the fair value of the non-controlling interest and amounted to $21. The aggregate purchase price for 100% of the issued and outstanding equity interests of Expetitle was comprised from cash consideration of $7,432 payable at the closing of the Expetitle Transaction and contingent consideration of  $800 in cash subject to escrow, that will be released after twelve (12) months upon the satisfaction or waiver of the following terms and conditions: (i) the key employees remain at their current position with the Company for at least twelve (12) months after the Closing Date and (ii) Expetitle will become licenced to operate in at least fifteen states, including the current states of operation, Florida, Georgia, and Texas. Such contingent consideration was assessed as zero as we believe that it is probable that these conditions will not be met.

As part of the Expetitle transaction, Real also granted an aggregate of 700 Options and an aggregate of 1,100 RSUs to members of the Expetitle team. The fair value of those options was $4,776 from which $4,325 was determined to be part of the consideration and $451 that was recorded immediately to the statement of loss and comprehensive loss as post transaction employees compensation which vests immediately.  The Options are exercisable for a period of 3 years at $3.60 per Common Share. In addition, and as part of the transaction, the Company also provided cash grants to the Expetitle Inc. employees in the amount of $168. The Company has determined that the Expetitle Transaction meets the definition of business combinations within the scope of IFRS 3, Business Combination and has 12 months from the date of purchase to determine the purchase price allocation among the assets purchased and any amounts attributable to goodwill.

8

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

	Balance at January 21, 2022
Recognized amounts of assets acquired and liabilities assumed
Cash	80
Other Current Assets	42
In Trust Cash	960
Accounts Payables and Accrued Liabilities	(103	)
Held in Trust Funds	(960	)
Payables Other	(19	)
Net Assets Acquired	-
Consideration
Cash	7,432
Contingent consideration	-
Cash grants to Employees recognized as liabilities	75
Cash grants to Employees	93
Equity-settled shared-based consideration	4,325
Total Consideration	11,925
Cash Flow
Total Consideration	(11,925	)
Acquired Cash	80
Cash grants to Employees recognized as liabilties	75
Equity-settled share-based payment	4,325
From Investing Activities Cash	(7,445	)

9

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

7.REVENUE

In the following table, revenue from contracts with customers is disaggregated by major service lines as well as timing of revenue recognition.

	Three Months Ended June 30,		Six Months Ended June 30,
	2022	2021	2022	2021
Main revenue streams
Commissions	110,999	22,927	171,505	32,186
Title	506	-	908	-
Fee Income	639	-	1,085	-
Other	212	168	507	218
Total Revenue	112,356	23,095	174,005	32,404
Timing of Revenue Recognition
Products transferred at a point in time	112,144	22,927	173,498	32,186
Revenue from Contracts with Customers	112,144	22,927	173,498	32,186
Other revenue	212	168	507	218
Total Revenues	112,356	23,095	174,005	32,404

8.EXPENSES BY NATURE

In the following table, cost of sales represents real estate commission paid to Company's agent as well as to outside brokerages in Canada and Title Fee Expenses.

	Three Months Ended June 30,			Six Months Ended June 30,
	2022		2021	2022		2021
Cost of Sales	103,064		20,667	158,851		28,739
Operating Expenses
General and Administrative Expenses	6,116		2,819	11,490		5,124
Salaries and Benefits	2,656		1,095	4,821		1,164
Stock Based Compensation	931		1,062	2,052		2,035
Administrative Expenses	471		53	822		126
Professional Fees	1,552		526	2,971		1,401
Depreciation Expense	135		44	138		86
Other General and Administrative Expenses	371		39	686		312
Marketing Expenses	5,700		1,214	9,416		1,864
Salaries and Benefits	171		75	283		173
Stock Based Compensation for Employees	(27	)	-	(16	)	-
Stock Based Compensation for Agents	547		272	1,129		479
Revenue Share	4,376		697	7,078		958
Other Marketing and Advertising Cost	633		170	942		254
Research and Development Expenses	1,680		1,185	2,719		3,180
Salaries and Benefits	734		130	1,126		522
Stock Based Compensation	(7	)	710	66		2,278
Other Research and Development	953		345	1,527		380
Total Cost of Sales and Operating Expenses	116,560		25,885	182,476		38,907

10

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

Finance Expenses

The following table summarizes details behind Finance costs as reported in the unaudited interim condensed consolidated Statement of Income (Loss)

	Three Months Ended June 30,			Six Months Ended June 30,
Description	2022		2021	2022		2021
Unrealized Losses (Gains)	(132	)	109	(385	)	210
Realized Losses (Gains)	1		-	53		-
Bank Fees	108		16	163		23
Finance Cost	232		33	541		35
Other	(1	)	-	-		-
Total Finance Expenses	208		158	372		268

9.LOSS PER SHARE

BASIC AND DILUTED LOSS PER SHARE

Basic loss per share is computed by dividing the loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) less any preferred dividends for the period by the weighted average number of shares of common stock outstanding plus, if potentially dilutive common shares outstanding during the period. The Company does not pay dividends or have participating shares outstanding.

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Issued ordinary shares at the beginning of the period	174,746		101,847		170,483		101,847
Effect of Warrant Exercise	3,584		8,808		7,847		8,808
Weighted-average numbers of ordinary shares	178,330		110,655		178,330		110,655
Loss per share
Basic and diluted loss per share	(0.02	)	(0.03	)	(0.05	)	(0.06	)

10.SHARE-BASED PAYMENT ARRANGEMENTS

A.Description of share-based payment arrangements

Stock option plan (equity-settled)

On January 20, 2016, the Company established a stock-option plan that entitles key management personnel and employees to purchase shares in the Company. Under the stock-option plan, holders of vested options are entitled to purchase shares based for the exercise price as determined at grant date.

On February 26, 2021, the Company established an omnibus incentive plan providing for up to 20% of the issued and outstanding Common Shares as of the date thereof (being 35,641Common Shares, less Common Shares previously outstanding under other equity inventive plans) to be issued as RSUs or Options to directors, officers, employees, and consultants of the Company (the "Omnibus Incentive Plan"). The Omnibus Incentive was approved by shareholders of the Company on June 13, 2022.

11

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

Grant Date	Number of Instruments	Vesting Conditions	Contractual Life of Options
Balance December 31, 2020	13,813
On January, 2020	60	25% on first anniversary, then quarterly vesting	10 years
On March, 2020	244	immediate	10 years
On March, 2020	100	quarterly vesting	10 years
On March, 2020	250	25% on first anniversary, then quarterly vesting	10 years
On January, 2021	2,441	25% immediately, 25% on first anniversary, then quarterly vesting	10 years
On January, 2021	165	25% on first anniversary, then quarterly vesting	10 years
On January, 2021	1,670	quarterly vesting	10 years
On March, 2021	241	25% on first anniversary, then quarterly vesting	10 years
On March, 2021	114	quarterly vesting	10 years
On May, 2021	190	25% on first anniversary, then quarterly vesting	10 years
On May, 2021	705	3 years quarterly	10 years
On August, 2021	65	25% on first anniversary, then quarterly vesting	10 years
On August, 2021	450	quarterly vesting	10 years
On November, 2021	1,220	25% on first anniversary, then quarterly vesting	10 years
On November, 2021	559	3 years quarterly	10 years
Balance December 31, 2021	22,287
On March, 2022	240	3 years quarterly vest	10 years
On May, 2022	320	3 years quarterly vest	10 years
Balance June 30, 2022	22,847

B.Measurement of fair value

The fair value of the Options has been measured using the Black-Scholes formula which was also used to determine the Company's share value. Service and non-market performance conditions attached to the arrangements were not considered in measuring fair value. The inputs used in the measurement of the fair value at the grant and measurement date were as follows:

		June 30, 2022		December 31, 2021
Share price	$	1.52	$	3.69
Exercise price	$	1.87 to $2.88	$	0.87 to $3.40
Expected volatility (weighted-average)		108.0%		156.0%
Expected life (weighted-average)		10 years		10 years
Expected dividends		- %		- %
Risk-free interest rate (based on US government bonds)		1.95 - 2.30%		1.45%

Expected volatility has been based on an evaluation of historical volatility of the company's share price.

C.Reconciliation of outstanding stock-options

	June 30, 2022					December 31, 2021
	Number of Options			Weighted- Average Exercise Price		Number of Options			Weighted- Average Exercise Price
Outstanding at beginning of year	20,815		$	0.81		12,851		$	0.27
Granted	560			2.12		8,474			1.70
Forfeited/ Expired	(1,668	)		(1.80	)	(370	)		-
Exercised	(148	)		(0.32	)	(140	)		(0.13	)
Outstanding at end of period	19,559		$	0.68		20,815		$	0.71
Exercisable as at end of period	12,152					10,295

12

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

The stock-options outstanding as of June 30, 2022 had a weighted average exercise price of $0.68 (December 31, 2021: $0.71) and a weighted-average contractual life of 10 years (December 31, 2021: 10 years).

D.Restricted share unit plan

Restricted share unit plan

On September 21, 2020, the Company established a restricted share unit plan (the "RSU Plan"). Under the RSU Plan agents are eligible to receive RSUs that, upon vesting, entitle the holder to a Common Share or cash payment in lieu of a Common Share. The RSUs are earned in recognition of personal performance and ability to attract agents to Real. The expense recognized in relation to these awards for the period ended June 30, 2022 was $2,020. The stock compensation attributable to agent growth was classified as marketing expense. The stock compensation award granted to FTEs was classified as a General and Administrative expense on the unaudited interim condensed consolidated statements of loss and comprehensive loss.

RSUs awarded in the agent incentive program purchase plan are based on a percentage of commission withheld to purchase Common Shares. These RSUs are expensed in the period in which those awards are deemed to be earned with a corresponding increase in liability. All awards under this plan are subject to a 12-month vesting period. The liability will be classified into equity after the 12-month holding period has passed. The Company will grant an additional 25% of shares if an agent hasn't capped and 50% of shares if the agent has capped as a bonus after the 12-month vesting period has passed. The bonuses were adjusted to 15% pre-cap and 30% post-cap when the Company surpassed the 5,000 agents milestone on June 16, 2022. Agents pay the Company 15% of commissions until the commission paid to the Company totals $12, which is defined as the agent "cap" amount (the "Cap"). The bonus RSUs are expensed in the period the original award is deemed earned with a corresponding increase in stock-based compensation reserve.

RSUs awarded for personal performance and the ability to attract agents earned in recognition of personal performance conditions and are subject to a 3-year vesting period. The Company recognizes this expense during the applicable vesting period based upon the best available estimate of the number of equity instruments expected to vest with a corresponding increase in stock-based compensation reserve.

The following table illustrates changes in the Company's stock compensation liability for the periods presented:

	Amount
Balance at, December 31, 2020	15
Stock Grant Liability Increase	2,482
Stock Grants Released from liability to equity	(229	)
Balance at, December 31, 2021	2,268
Stock Grant Liability Increase	5,284
Stock Grants Released from liability to equity	(1,233	)
Balance at, June 30, 2022	6,319

The following table illustrates the Company's stock activity (in units) for the restricted share unit plan.

	Amount
Balance at, December 31, 2020	121
Granted	3,951
Vested and Issued	(76	)
Forfeited	(31	)
Balance at, December 31, 2021	3,965
Granted	5,335
Vested and Issued	(622	)
Forfeited	(238	)
Balance at, June 30, 2022	8,440

13

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

The following table provides a detailed breakdown of the stock-based compensation expense as reported in the Consolidated Statement of Loss and Comprehensive Loss.

Stock Based Compensation Expense

	June 30, 2022					June 30, 2021
	Options Expense		RSU Expense	Total		Options Expense	RSU Expense	Total
Marketing Expenses - Agent Stock Based Compensation	520		609	1,129		315	165	480
Marketing Expenses - FTE Stock Based Compensation	(16	)	-	(16	)	-	-	-
Research and Development - FTE Stock Based Compensation	23		43	66		2,278	-	2,278
General and Administrative - FTE Stock Based Compensation	684		1,368	2,052		2,035	-	2,035
Total Stock Based Compensation	1,211		2,020	3,231		4,628	165	4,793

11.CASH

	June 30, 2022	December 31, 2021
Cash	32,520	29,082
Restricted Cash	-	47
Total Cash	32,520	29,129

12.INVESTMENTS IN AVAILABLE FOR SALE SECURITIES AT FAIR VALUE

Description	Cost	Deposit / (Withdrawal)		Dividends, Interest & Income	Gross Unrealized Losses		Estimated Fair Value June 30, 2022
U.S. Government Bonds	5,033	(3,905	)	101	(196	)	1,033
Municipal Bonds	2,900	(258	)	34	(166	)	2,510
Alternative Strategies	878	-		-	(31	)	847
Investment Certificate	-	39		-	-		39
Short Term Investments	8,811	(4,124	)	135	(393	)	4,429

Investment securities are recorded at fair value. The company's investment securities portfolio consists primarily of cash investments and debt securities issued by U.S government agencies, local municipalities, and certain corporate entities. Alternative strategies include number of securities such as Bank Loans, Treasury Notes, Treasury futures, Currencies, FX Forwards, FX Futures, FX Swap, Corporate Debt, Federal Reserve Repos and mortgage-backed securities. The products in investment portfolio have maturity dates ranging from less than one year to over 20 years.

The fair value of investment securities is impacted by interest rates, credit spreads, market volatility, and liquidity conditions. Net unrealized gains and losses in the portfolio are included in Other Comprehensive Income (Loss). An unrealized loss exists when the current fair value of an individual security is less than the amortized cost basis.

14

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

13.PROPERTY AND EQUIPMENT, INTANGIBLE ASSETS

Reconciliation of Carrying Amounts

	Computer Equipment	Software	Furniture and Equipment	Total
Cost
Balance at December 31, 2020	33	-	69	102
Additions	172	-	-	172
Balance at December 31, 2021	205	-	69	274
Additions	223	400	-	625
Balance at June 30, 2022	428	400	69	899
Accumulated Depreciation
Balance at December 31, 2020	24	-	64	88
Depreciation	15	-	1	16
Balance at December 31, 2021	39	-	65	104
Depreciation	32	8	-	40
Balance at June 30, 2022	71	8	65	144
Carrying Amounts
Balance at December 31, 2021	166	-	4	170
Balance at June 30, 2022	358	392	4	754

	Intangible Assets	Goodwill	Total
Cost
Balance at December 31, 2020	-	-	-
Additions	563	602	1,165
Balance at December 31, 2021	563	602	1,165
Additions	-	11,925	11,925
Balance at June 30, 2022	563	12,527	13,090
Accumulated Depreciation
Balance at December 31, 2020	-	-	-
Depreciation	113	-	113
Balance at December 31, 2021	113	-	113
Depreciation	55	-	55
Balance at June 30, 2022	168	-	168
Carrying Amounts
Balance at December 31, 2021	451	602	1,053
Balance at June 30, 2022	395	12,527	12,922

15

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

14.CAPITAL AND RESERVES

Share capital and share premium

All Common Shares rank equally with regards to the Company's residual assets. Preference shareholders participate only to the extent of the face value of the shares.

	Share Premium				Non-controlling Interests			Non-redeemable Preference Shares
	June 30, 2022		December 31, 2021		June 30, 2022	December 31, 2021		June 30, 2022	December 31, 2021
In issue at beginning of year	50,753		21,668		-	14,818		-	-
Issued for cash	-		26,475		-	-		-	-
Conversion	-		14,818		-	(14,818	)	-	-
Exercise of stock options	47		207		-	-		-	-
Acquisition of common shares for RSU Plan	(5,692	)	(12,644	)	-	-		-	-
Release of vested common shares from employee benefit trusts	1,326		229		-	-		-	-
Non-controlling interest	-		-		135	-		-	-
In issue at end of year - fully paid	46,434		50,753		135	-		-	-
Authorized (thousands of shares)	Unlimited		Unlimited		Unlimited	Unlimited		66,000	66,000

16

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

Share Consolidation and Share Split

On May 26, 2021, the Company consolidated all of its issued and outstanding Common Shares on the basis of one (1) post-consolidation Common Share for each four (4) pre-consolidation Common Shares.

On July 12, 2021, the Company implemented a forward split of all of its issued and outstanding Common Shares on the basis of four (4) post-split Common Shares for each one (1) pre-split Common Share.

Non- controlling interests

On December 2, 2020, the Company completed the Insight Partners investment whereby a wholly owned subsidiary of the Company issued 17,287 Preferred Units at a price of $1.19 (CAD $1.52) per Preferred Unit. The Company also issued 17,287 common share purchase warrants (each, a "Warrant"), each exercisable into one Common Share at a price of $1.48 (CAD $1.9)

On June 28, 2021, all Warrants held by the Insight Partners were exercised for an aggregate gross price of $26.6 million (CAD $32.8 million)

On August 3, 2021, the Insight Partners were issued an aggregate of 17,287 Common Shares in the exchange of all of the Preferred Units.

On January 21, 2022, the Company completed the acquisition of 100% of the issued and outstanding equity interests of Expetitle. As part of this transaction, the company also acquired non-controlling interest of $21 which includes the income/ (loss) allocated to non- controlling interest holders of certain subsidiaries of Expetitle.

15.CAPITAL MANAGEMENT

Real defines capital as its equity. It is comprised of common shares, contributed capital, retained deficit, and accumulated other comprehensive loss. The Company's capital management framework is designed to maintain a level of capital that funds the operations and business strategies and builds long-term shareholder value.

The Company's objective is to manage its capital structure in such a way as to diversify its funding sources, while minimizing its funding costs and risks. The Company expects to be able to satisfy all of its financing requirements through use of some or all of the following: cash on hand, cash generated by operations, sale of securities held for investment, and through the public and private offerings of equity securities.

Real's objective is met by retaining adequate liquidity to provide the possibility that cash flows from its assets will not be sufficient to meet operational, investing and financing requirements. There have been no changes to the Company's capital management policies during the periods ended June 30, 2022 and December 31, 2021.

The following table presents the Company's liquidity:

	For the Period Ended
	June 30, 2022	December 31, 2021
Cash	32,520	29,082
Restricted Cash	-	47
Trade Receivables	240	254
Other Receivables	66	23
Short Term Investments	4,429	8,811
Total Liquidity	37,225	38,217
Loans and Borrowings	-	-

17

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

16.LEASE LIABILITY AND RIGHT OF USE ASSET

The Company subleases corporate office in New York, NY under a lease agreement dated December 1, 2017, which expires on June 30, 2023. A summary of the changes in the right-of-use asset for the periods ended June 30, 2022, and December 31, 2021 is as follows:

	Right-of-Use Asset
Cost
Balance at December 31, 2020	502
Additions	-
Balance at December 31, 2021	502
Additions	-
Balance at June 30, 2022	502
Accumulated Depreciation
Balance at December 31, 2020	309
Depreciation	84
Balance at December 31, 2021	393
Depreciation	42
Balance at June 30, 2022	435
Carrying Amounts
Balance at December 31, 2021	109
Balance at June 30, 2022	67

On December 1, 2017, the Company entered into lease agreement which resulted in the lease liability of $131 (undiscounted value of $135, discount rate 4%). This liability represents the monthly lease payment from January 1, 2022 to June 30, 2023. A summary of the changes in the lease liability during the periods ended June 30, 2022, and December 31, 2021 is as follows:

	June 30, 2022	December 31, 2021
Maturity analysis - contractual undiscounted cash flows
Less than one year	86	94
One year to five years	-	41
More than five years	-	-
Total undiscounted lease liabilities	86	135
Lease liabilities included in the balance sheet	86	131
Current	86	91
Non-current	-	40

The following is a schedule of the Company's future lease payments (base rent portion) under lease obligations:

	Future lease payments
July 1, 2022 to June 30, 2023	86
Less: imputed interest	-
Lease liability as at June 30, 2022	86

18

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

17.OTHER PAYABLES

The other payables primarily consist of escrow funds payables. This is the cash held in escrow by the company's brokers and agents on behalf of real estate buyers. The company recognizes a corresponding customer deposit liability until the funds are released.

	June 30, 2022	December 31, 2021
Escrow Funds Payables	14,546	3,264
Other Payables	557	91
Total Other Payables	15,103	3,351

19

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

18.FINANCIAL INSTRUMENTS - FAIR VALUE AND RISK MANAGEMENT

A.Accounting classifications and fair value

	For the Year Ended December 31, 2021
	Carrying Amount			Fair Value
	Financial Assets Not Measured at FV	Other Financial Liabilities	Total	Level 1	Total
Financial Assets Measured at Fair Value (FV)
Short Term Investments	-	-	-	8,811	8,811
Total Financial Assets Measured at Fair Value (FV)	-	-	-	8,811	8,811
Financial Assets Not Measured at Fair Value (FV)
Cash	29,082	-	29,082	-	-
Restricted Cash	47	-	47	-	-
Trade Receivables	254	-	254	-	-
Other Receivables	23	-	23	-	-
Total Financial Assets Not Measured at Fair Value (FV)	29,406	-	29,406	-	-
Financial Liabilities Not Measured at Fair Value (FV)
Accounts Payable	-	6,604	6,604	-	-
Other Payables	-	3,351	3,351	-	-
Total Financial Liabilities Not Measured at Fair Value (FV)	-	9,955	9,955	-	-

20

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

	For the Period Ended June 30, 2022
	Carrying Amount			Fair Value
	Financial Assets Not  Measured at FV	Other Financial Liabilities	Total	Level 1	Total
Financial Assets Measured at Fair Value (FV)
Short Term Investments	-	-	-	4,429	4,429
Total Financial Assets Measured at Fair Value (FV)	-	-	-	4,429	4,429
Financial Assets Not Measured at Fair Value (FV)
Cash	32,520	-	32,520	-	-
Trade Receivables	240	-	240	-	-
Other Receivables	66	-	66	-	-
Total Financial Assets Not Measured at Fair Value (FV)	32,826	-	32,826	-	-
Financial Liabilities Not Measured at Fair Value (FV)
Accounts Payable	-	12,124	12,124	-	-
Other Payables	-	15,103	15,103	-	-
Total Financial Liabilities Not Measured at Fair Value (FV)	-	27,227	27,227	-	-

21

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

B.Transfers between levels

During the periods ended June 30, 2022, and December 31, 2021, there have been no transfers between Level 1, Level 2 and Level 3.

C.Financial risk management

The Company has exposure to the following risks arising from financial instruments:

-credit risk (see (ii));

-liquidity risk (see (iii));

-market risk (see (iv)); and

-investment risk (see (v)).

i.Risk management framework

The Company's activity exposes it to a variety of financial risks, including credit risk, liquidity risk, market risk and investment risk. These financial risks are managed by the Company under policies approved by the Board of Directors. The principal financial risks are actively managed by the Company's finance department, within the policies and guidelines.

On an ongoing basis, the finance department actively monitors the market conditions, with a view of minimizing exposure of the Company to changing market factors, while at the same time limiting the funding costs of the Company.

The Company's audit committee oversees how management monitors compliance with the Company's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

ii.Credit risk

Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's receivables from customers. The receivables are processed through an intermediary trustee, as part of the structure of every deal, which ensures collection on the close of a successful transaction. In order to mitigate the residual risk, the Company contracts exclusively with reputable and credit-worthy partners.

Loss rates are calculated using a 'roll rate' method based on the probability of a receivable progressing through successive stages of delinquency to write-off. Roll rates are calculated separately for exposures in different CGUs based on the following common credit risk characteristics - geographic region, credit information about the customer and the type of home purchased.

Loss rates are based on actual credit loss experience. These rates are multiplied by scalar factors to reflect differences between economic conditions during the period over which the historical data has been collected, compared to current conditions of the Company's view of economic conditions over the expected lives of the receivables.

The carrying amount of financial assets and contract assets represents the maximum credit exposure.

22

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

Trade receivables and contract assets

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers other factors may influence the credit risk of the customer base, including the default risk associated with the industry and the country in which the customers operate.

The Company does not require collateral in respect to trade and other receivables. The Company does not have trade receivable and contract assets for which no loss allowance is recognized because of collateral.

As at June 30, 2022, the exposure to credit risk for trade receivables and contract asset by geographic region was as follows:

	June 30, 2022	December 31, 2021
US	210	230
Other Regions	30	24
Trade Receivables	240	254

The Company uses an allowance matrix to measure the ECLs of trade receivables from individual customers, which comprise a very large number of small balances.

iii.Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or other financial asset. The Company's approach to maintaining liquidity is to ensure, as far as possible, that it will have sufficient cash and cash equivalents and other liquid assets to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

iv.Market risk

Market risk is the risk that changes according to market prices - e.g., foreign exchange rates, interest rates and equity prices - will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Currency risk

The Company is exposed to transactional foreign currency risk to the extent there is a mismatch between currencies in which purchases and receivables are denominated and the respective functional currencies of the Company. The currencies in which transactions are primarily denominated are US dollars, Israeli shekel, and Canadian dollar.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the US dollar (USD), Israeli shekel (ILS), or Canadian Dollar (CAD) against all other currencies in which the Company operates as of June 30, 2022, and December 31, 2021 would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

23

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

	Average Rate			Period-end Spot Rate
	Strengthening	Weakening		Strengthening	Weakening
Balance at, June 30, 2022
CAD (-5% movement)	21	(21	)	26	(26	)
ILS (-5% movement)	21	(21	)	68	(68	)
Balance at, December 31, 2021
CAD (-5% movement)	43	(43	)	4	(4	)
ILS (-5% movement)	39	(39	)	54	(54	)

Foreign Currency Risk Management

The Group undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters utilizing forward foreign exchange contracts.

The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:

	Liabilities				Assets
	June 30, 2022		December 31, 2021		June 30, 2022	December 31, 2021
CAD	(13,007	)	(1,331	)	13,182	3,291
ILS	(69	)	(1,420	)	7,899	191
Total Exposure	(13,076	)	(2,751	)	21,081	3,482

v.Investment risk

The Company invested funds from the Insight Partners investment transaction into a managed investment portfolio, exposing it to risk of losses based on market fluctuations. Securities are purchased on behalf of the Company and are actively managed through multiple investment accounts. Funds apportioned for investment are allocated accordingly to the investment guidelines set forth by Management. Investments are made in U.S. currency.

The Company follows a conservative investment approach with limited risk for investment activities and has allocated the funds in Level 1 assets to reduce market risk exposure.

Information about the Company's investment activity is included in Note 13.

19.COMMITMENTS AND CONTINGENCIES

The Company may have various other contractual obligations in the normal course of operations. The Company is not contingently liable with respect to litigation, claims and environmental matters, including those that could result in mandatory damages or other relief. Any expected settlement of claims in excess of amounts recorded will be charged to profit or loss as and when such determination is made.

24

THE REAL BROKERAGE, INC.
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2022 and 2021
(U.S. dollar in thousands unless otherwise noted)

UNAUDITED

20.KEY MANAGEMENT PERSONNEL

The Company's key management personnel are comprised of the CEO, the CFO, the Chief Technology Officer, and other members of the executive team. Executive officers participate in the Company's Omnibus Incentive Plan (see Note 10). Directors and officers of the Company control approximately 38.11% of the voting shares of the Company. Key management personnel compensation for the period consists of the following:

	Period Ended
	June 30, 2022	June 30, 2021
Salaries and Benefits	1,009	614
Consultancy	-	180
Stock-based Compensation	642	3,076
Compensation Expenses Related to Management	1,651	3,870

21.SUBSEQUENT EVENTS

On July 26, 2022, the Company's Common Shares commenced trading on the Toronto Stock Exchange (the "TSX") under the symbol "REAX". Concurrent to the graduation to the TSX, the Common Shares were voluntarily delisted from the TSXV. Trading of the Common Shares will continue on the NASDAQ under the same symbol, "REAX".

25