The following is the text from the undertaking agreement signed on Aug. 8 by iPro Realty Ltd. principals Fedele Colucci and Rui Alves, and Joseph Richer, former Real Estate Council of Ontario registrar. The agreement is contained within RECO’s motion record filed with the Ontario Superior Court of Justice, which can be found here.

WHEREAS Fedele Colucci is registered as a broker under the Trust in Real Estate Services Act, 2002 is the broker of record, an officer and a shareholder of iPro Realty Ltd.;

WHEREAS Rui Alves is registered as a broker under TRESA and is an officer and a shareholder of iPro Realty Ltd.;

WHEREAS iPro Realty Ltd. is registered as a brokerage under TRESA;

WHEREAS an inspection conducted in May 2025 determined that there was a significant shortage in the Brokerage’s real estate trust account and commission trust account (The RETA and CTA) of approximately ten million five hundred thousand dollars
($10,500,000);

WHEREAS Colucci and Alves have undertaken efforts towards complete restitution;

AND WHEREAS the Brokerage has entered into an agreement wherein it will receive the sum of three million dollars ($3,000,000) from the proposed brokerage of iCloud Realty Ltd. on or before July 31, 2025;

NOW THEREFORE, in consideration of the mutual covenants and promises set out below, the Parties agree as follows:

1. Colucci, Alves, and the Brokerage each agrees and undertakes to cancel their registrations no later than August 19, 2025, by providing notice of cancellation in writing to RECO and if they fail to do so, then they each hereby direct RECO to cancel their registrations on August 20, 2025.

2. Colucci, Alves, and the Brokerage each agrees and undertakes that any monies or other Brokerage related remuneration owing, now or in the future, to Alves or Colucci shall not be paid to them, but shall instead be deposited into the Trust Accounts shortfall.

3. Colucci, Alves, and the Brokerage each agrees and undertakes to transfer all the Brokerage’s receivable funds, including direct entitlements (such as transaction remuneration share, monthly/desk fees, etc.), to the Brokerage Trust Accounts, to be applied to the Brokerage’s trust shortfalls , with the exception of amounts are identified in advance and communicated to RECO prior to payment.

4. Colucci, Alves, and the Brokerage each agrees and undertakes to immediately deposit all funds received under any agreement with iCloud Realty Ltd.to the Trust Accounts, to be applied to the Brokerage’s trust shortfalls.

5. Colucci, Alves, and the Brokerage each agrees and undertakes that all funds held at the time of execution of this Undertaking Agreement, in any financial institution accounts in the name of Hippo Holdings Corporation shall immediately be transferred to the Brokerage’s Trust Accounts, to be applied to the Brokerage’s trust shortfalls.

6. Colucci, Alves, and the Brokerage each agrees and undertakes to make best efforts to ensure that consumer deposits received in trust by the Brokerage on or after May 19, 2025 will be reserved and allocated for the transactions for which the deposits were received, and not to satisfy Brokerage obligations pertaining to earlier deposits that were misappropriated for other Brokerage business or
transactions.

7. Colucci, Alves, and the Brokerage each agrees and undertakes that they, and the person designated to act as the broker of record during the course of the Brokerage wind-up, will manage the distribution of funds from the Trust Accounts under the guidance of RECO and the Professional Liability Insurance Program administration.

8. Colucci, Alves, and the Brokerage each agrees and undertakes that any and all surplus funds remaining Trust Accounts following the closing of all pending Brokerage transactions, will be conveyed to RECO’s Professional Liability Program administration.

9. Colucci, Alves, and the Brokerage each agrees and undertakes that as of August 15, 2025 they will not receive or deposit any new consumer funds into the RETA.

10. Colucci, Alves, and the Brokerage each agrees and undertakes to terminate all client representation agreements at the earliest practicable opportunity and further agrees to facilitate the sharing or transfer of any related information or documentation with a new brokerage of the client’s choice.

11. Colucci, Alves, and the Brokerage each agrees and undertakes to provide the Registrar, no later than August 12, 2025, with:

i. a comprehensive list of all Brokerage liabilities;

ii. the May 2025 and June 2025 reconciliations of all accounts maintained by the Brokerage including accounts in the name of other entities maintained by Colucci, Alves, and the Brokerage;

iii. the May 2025 and June 2025 official financial institution statements of account for all accounts maintained by the Brokerage, including accounts in the name of other entities maintained by Colucci, Alves, and the Brokerage, including cancelled cheques;

iv. a list of all pending trades, including transactions pending completion and active representation agreements, with details regarding the timeline for concluding the trade, whether transaction completion or representation agreement termination;

v. A report detailing the total gross remuneration outstanding to each salesperson and broker within the brokerage for pending trades; and

vi. A report detailing the total gross remuneration owing to each salesperson and broker within the brokerage for completed trades.

12. Colucci, Alves, and the Brokerage each agrees and undertakes that, on or before August 11, 2025, they will hire a broker under TRESA to assume the responsibilities and obligations of the broker of record for the Brokerage to wind up the operations of the Brokerage, with the wind-up to commence no later than August 19, 2025. They further agree and undertake to hire an Ontario Certified Public Accountant , who is in good standing with CPA Ontario, to oversee and conduct the proper, effective and efficient execution of the Brokerage wind-up. They further agree that the person assuming the role of broker of record must be approved by RECO and have brokerage management
experience and the CPA Ontario member must be approved by RECO.

13. Colucci, Alves, and the Brokerage each agrees and undertakes that commencing August 27, 2025, and until the activities of the Brokerage are wound up, the Brokerage shall provide RECO delivered every Wednesday no later than 5:00 P.M. current to the previous Friday, detailing Brokerage wind-up activities completed, including, but not limited to the following information and documentation:

i. The July 2025 reconciliation of all accounts maintained by the Brokerage including accounts in the name of other entities maintained by Colucci, Alves, and the Brokerage;

ii. The July 2025 official financial institution statements of account for all accounts maintained by the Brokerage, including accounts in the name of other entities maintained by Colucci, Alves, and the Brokerage, including cancelled cheques;

iii. An updated list of all trades completed since July 31, 2025, accompanied by final trade record sheets that detail all disbursements for each trade;

iv. An updated list of all trades that failed to complete, detailing the status of any deposit funds related to the trade;

v. An updated list of representation agreements that continue to be active with the Brokerage, detailing the timeline for termination of the agreement;

vi. An updated list of all pending transactions, detailing for each transaction: the address of the property that is the subject of the trade; names of the buyer and the seller; their respective brokerages; completion date; Multiple Listing Service (MLS®) number; amount of deposit being held by the Brokerage; outstanding remuneration; transaction completion date; and the date by which any outstanding conditions are to be waived or fulfilled;

vii. For each pending transaction transferred to another brokerage, details of which brokerage, and whether the trust funds connected to that trade have been transferred from the Brokerage;

viii. The monetary quantum of liabilities for all accounts operated by the Brokerage including but limited to the RETA and CTA of the Brokerage and of iPro Realty Inc.;

ix. The sum of all funds disbursed;

x. A current financial institution statement of account for all accounts maintained by the Brokerage, including accounts in the name of other entities maintained by Colucci, Alves, and the Brokerage indicating all account activity within the reporting period; and

xi. Any other information, documentation or reports as RECO may request.

14. Colucci and Alves each agrees and undertakes to not seek, at any future time, registration under TRESA or any successor legislation, and further acknowledges, understands and agrees that:

i. The Undertaking Agreement is binding, permanent, and irrevocable;

ii. The Undertaking Agreement expressly prohibits Alves s right, eligibility and entitlement, however so arising, to registration under TRESA or any successor legislation at any future time;

iii. Colucci and Alves each expressly and irrevocably waive any and all rights, no matter howsoever arising, to seek registration under TRESA or any successor legislation; and

iv. Any future attempt to seek registration under TRESA, or any successor legislation, shall be considered a fundamental breach of the Undertaking Agreement and shall constitute valid, reasonable and sufficient grounds for refusal and/or denial of an application for registration, including, amongst other things, constituting reasonable grounds for belief that Colucci and Alves will not carry on business, under TRESA or any successor legislation, in accordance with law and with integrity and honesty.

15. Effective the date of the cancellation of their registration, neither Colucci nor Alves shall, in any manner, trade in real estate, subject to the exceptions under section 5 of TRESA, or similar provision under any successor legislation. Further, Colucci and Alves each agrees, represents and warrants that, from the date of the cancellation of their registration, neither shall act as a sole proprietor, partner, shareholder,
officer, director, branch manager, interested person or associated person of any brokerage registered under TRESA or any successor legislation, nor engage in any activity that could reasonably be interpreted as performing the functions of any of the aforementioned roles and positions.

16. Colucci and Alves and the Brokerage each agrees and undertakes to cooperate fully with any inquiry or investigation surrounding the past conduct and operation of the Brokerage, and to provide to RECO, through counsel, a full account of the financial issues affecting the Brokerage. This includes but is not limited to: identifying all investors from whom the Brokerage accepted funds, specifying the amounts
received from each investor, payments made to each investor and outstanding amounts owing to each investor; detailing the creation and use of bank accounts including accounts in the name of other entities maintained by Colucci, Alves, and the Brokerage; and describing any systems implemented in respect of the financial operations of the Brokerage.

17. In consideration of, and in reliance upon the terms of this agreement, RECO agrees and undertakes to not request of the Court that Provincial Offences Act charges be filed against Colucci and Alves and to not take any further administrative action against Colucci and Alves.

18. Colucci, Alves, and the Brokerage each acknowledges and agrees that nothing in the Undertaking Agreement restricts RECO and/or the Registrar from taking any action against Colucci and/or Alves with respect to any new conduct on unrelated matters.

19. Colucci, Alves, and the Brokerage each further agrees and undertakes to cooperate fully with RECO and any other party in all activities that support the efficient and effective wind-up of the Brokerage, for the benefit and convenience of all impacted parties.

20. Colucci, Alves, and the Brokerage each understands that the Undertaking Agreement is not confidential and information of the circumstances surrounding the Brokerage wind-up may be disclosed to the public at the sole discretion of the Registrar.

21. Colucci and Alves each agrees to not make any representations that are inconsistent with the Undertaking Agreement.

22. If any term of the Undertaking Agreement is deemed to be invalid, illegal, unenforceable or a mutual mistake, the Parties may elect to sever that term from the agreement and the remaining terms shall remain in full force and effect.

23. The Undertaking Agreement may be executed in counterparts, and a scanned or electronic copy shall constitute a valid and binding agreement between the Parties.

24. Colucci, Alves, and the Brokerage each acknowledges and agrees that each has had an opportunity to obtain independent legal advice in respect of the terms of the Undertaking Agreement, has read this agreement in its entirety, understands its contents and is signing this agreement freely and voluntarily without duress or undue influence from any person.