FATHOM HOLDINGS INC. UNDERWRITING AGREEMENT 3,000,000 Shares of Common StockUnderwriting Agreement • December 4th, 2023 • Fathom Holdings Inc. • Real estate agents & managers (for others) • New York
Fathom Holdings Inc., a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), 2,000,000 authorized but unissued shares (the “Company Firm Shares”) of common stock of the Company, no par value (the “Common Stock”). In addition, the selling shareholder signatory hereto (the “Selling Shareholder”) proposes to sell to the Underwriters, upon the terms and conditions set forth herein, an aggregate of 1,000,000 issued and outstanding shares held by the Selling Shareholder (the “Secondary Shares” and, together with the Company Firm Shares, the “Firm Shares”). In addition, the Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 450,000 authorized but unissued shar
SUBSIDIARY GUARANTEE (2024)Subsidiary Guarantee • September 27th, 2024 • Fathom Holdings Inc. • Real estate agents & managers (for others) • New York
SUBSIDIARY GUARANTEE (2024), dated as of [●] (this “Guarantee”), made by each signatory hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the Purchasers (as defined below).
ContractSecurities Agreement • August 4th, 2020 • Fathom Holdings Inc. • Real estate agents & managers (for others)
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2024 • Fathom Holdings Inc. • Real estate agents & managers (for others) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], by and among Fathom Holdings Inc., a North Carolina corporation (the “Company”), and the parties signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FATHOM HOLDINGS INC. UNDERWRITING AGREEMENT [●] Shares of Common StockUnderwriting Agreement • July 16th, 2020 • Fathom Holdings Inc. • Real estate agents & managers (for others) • New York
Fathom Holdings Inc., a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) [●] authorized but unissued shares (the “Firm Shares”) of common stock of the Company, no par value (the “Common Stock”). In addition, the Company and Glenn Sampson, its only selling shareholder (the “Selling Shareholder”), also propose to sell to the Underwriter, upon the terms and conditions set forth in Section 4 hereof, up to an additional (i) [●] authorized but unissued shares of Common Stock (the “Company Option Shares”) and (ii) [●] issued and outstanding shares held by the Selling Stockholder (the “Secondary Shares” and, together with the Company Option Shares, the “Option Shares”). The Firm Shares, the Secondary Shares and the Company Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Underwriter Warrants (as defined below) and the Underwriter War
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2024 • Fathom Holdings Inc. • Real estate agents & managers (for others) • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of [●], by and among Fathom Holdings Inc., a North Carolina corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • April 14th, 2023 • Fathom Holdings Inc. • Real estate agents & managers (for others)
SECURITY AGREEMENT, dated [●], by and between Fathom Holdings Inc., a North Carolina corporation, with headquarters located at 2000 Regency Parkway Drive, Suite 300, Cary, NC 27518 (the “Debtor”), and the investors set forth on Schedule A hereof (collectively, the “Secured Party”).
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE [●]Senior Secured Convertible Promissory Note • September 27th, 2024 • Fathom Holdings Inc. • Real estate agents & managers (for others) • New York
THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is the duly authorized and validly issued convertible promissory note of Fathom Holdings Inc., a North Carolina corporation (the “Company”), having its principal place of business at 2000 Regency Parkway Drive, Suite 300, Cary, NC 27518, designated as its Senior Secured Convertible Promissory Note due [●] (the “Note”).
SECURITY AGREEMENT (2024)Security Agreement • September 27th, 2024 • Fathom Holdings Inc. • Real estate agents & managers (for others)
THIS SECURITY AGREEMENT (2024), (this “Security Agreement”) dated [●], by and between Fathom Holdings Inc., a North Carolina corporation, with headquarters located at 2000 Regency Parkway Drive, Suite 300, Cary, NC 27518 (the “Company”), E4:9 Holdings LLC, a Delaware limited liability company (“E4:9”), IntelliAgent, LLC, a Texas limited liability company (“IntelliAgent”), Fathom Realty Holdings LLC, a Texas limited liability company (“FRH”), and Verus Holdings Inc., a North Carolina corporation (“Verus” and together with E4:9, IntelliAgent and FRH, each a “Subsidiary Debtor” and collectively the “Subsidiary Debtors”; the Subsidiary Debtors and the Company, each a “Debtor” and collectively, the “Debtors”), and the investors set forth on Schedule A hereof (collectively, the “Secured Party”). Capitalized terms used herein and not otherwise defined have the meanings given to them in the Purchase Agreement (as defined below).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • January 17th, 2020 • Fathom Holdings Inc. • Real estate agents & managers (for others)
ContractEquity Purchase Agreement • May 9th, 2024 • Fathom Holdings Inc. • Real estate agents & managers (for others)
On May 3, 2024, E4:9 Holdings, Inc. (the “Seller”), a wholly-owned subsidiary of Fathom Holdings Inc. (“the Company”), entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Dagley Insurance Agency, LLC, a wholly-owned operating subsidiary of the Seller (“DIA”), D6 Holdings, LLC, (the “Purchaser”), and Nathan Dagley, owner of Purchaser and founder and president of DIA. Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, the Seller has agreed to sell to the Purchaser all of the issued and outstanding membership interests of DIA (the “Transaction”). DIA is an independent insurance brokerage, operating in 47 states and the District of Columbia. The transaction closed on May 3, 2024 (the “Closing Date”).
FATHOM REALTY GROUP INC. CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • November 12th, 2019 • Fathom Holdings Inc. • Real estate agents & managers (for others)
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is dated as of August 31, 2018, by and between Fathom Realty Holdings LLC, a Texas limited liability company (the “Company”), and the shareholders of Fathom Realty Group Inc., a Texas corporation (“Fathom California”), party hereto (the “Shareholders”).
California Residential Lease AgreementResidential Lease Agreement • January 17th, 2020 • Fathom Holdings Inc. • Real estate agents & managers (for others)
This Lease Agreement (the “Agreement”) is made and entered on October 01, 2015 (the “Effective Date”) by and between Henderson & Murphy LLC (the “Landlord”) and the following tenants:
Customer Subscription Agreement Page 1Customer Subscription Agreement • November 12th, 2019 • Fathom Holdings Inc. • Real estate agents & managers (for others) • Utah
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STATE OF NORTH CAROLINA COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • November 12th, 2019 • Fathom Holdings Inc. • Real estate agents & managers (for others) • North Carolina
This Commercial Lease Agreement (“Lease”) is made and effective the 12th day of October 2015, by and between Powell Commonwealth Associates, LLC, A North Carolina limited liability company (hereinafter “Landlord”) and Fathom Realty, LLC, a North Carolina limited liability company (hereinafter “Tenant”).
AGREEMENT AND PLAN OF MERGER by and among: Fathom Holdings Inc., a North Carolina corporation; Fathom Merger Sub A, Inc., a Delaware corporation; Fathom Merger Sub B, LLC, a Delaware limited liability company; E4:9 Holdings, Inc., a Delaware...Merger Agreement • April 14th, 2021 • Fathom Holdings Inc. • Real estate agents & managers (for others) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made effective as of April 13, 2021, by and among Fathom Holdings Inc., a North Carolina corporation (“Parent”); Fathom Merger Sub A, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”); Fathom Merger Sub B, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II” and together with Merger Sub I, “Merger Subs”); E4:9 Holdings, Inc., a Delaware corporation (the “Company”); the stockholders of the Company set forth on Annex B and parties hereto (each a “Stockholder” and, collectively, the “Stockholders”), and Paul S. Marsh, an individual, in the capacity as Stockholder Representative hereunder. Parent, the Merger Subs, the Company, the Stockholders, and the Stockholder Representative are sometimes individually referred to herein as a “Party” or collectively referred to herein as the “Parties.”
FATHOM HOLDINGS INC. UNDERWRITING AGREEMENT 1,750,000 Shares of Common StockUnderwriting Agreement • November 19th, 2021 • Fathom Holdings Inc. • Real estate agents & managers (for others) • New York
Fathom Holdings Inc., a North Carolina corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), 1,400,000 authorized but unissued shares (the “Company Firm Shares”) of common stock of the Company, no par value (the “Common Stock”). In addition, the selling shareholders signatory hereto (each, a “Selling Shareholder” and collectively, the “Selling Shareholders”) propose to sell to the Underwriters, upon the terms and conditions set forth herein, an aggregate of 350,000 issued and outstanding shares held by the Selling Stockholders (the “Secondary Shares” and, together with the Company Firm Shares, the “Firm Shares”). In addition, the Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an
EQUITY PURCHASE AGREEMENT By and among E4:9 Holdings, LLC, Dagley Insurance Agency, LLC, D6 Holdings, LLC and NATHAN DAGLEY Dated as of May 3, 2024Equity Purchase Agreement • May 9th, 2024 • Fathom Holdings Inc. • Real estate agents & managers (for others) • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is made effective as of May 3, 2024, by and among E4:9 Holdings, LLC, a Delaware limited liability company (the “Seller”); Dagley Insurance Agency, LLC, a Texas limited liability company (the “Company”); D6 Holdings, LLC, a Texas limited liability company (“Purchaser”) and Nathan Dagley, an individual resident of Texas (“Dagley”). Purchaser, the Company, the Seller, and Dagley are sometimes individually referred to herein as a “Party” or collectively referred to herein as the “Parties.”
INTELLIAGENT, LLC CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • November 12th, 2019 • Fathom Holdings Inc. • Real estate agents & managers (for others)
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is dated as of August 31, 2018, by and between Fathom Ventures, Inc., a North Carolina corporation (the “Company”), INTELLIAGENT, LLC, a Texas limited liability company (the “IntelliAgent”), and the members of IntelliAgent party hereto (the “Members”).
STOCK PURCHASE AGREEMENT By and among: Fathom Holdings Inc.; Verus Title Inc.; The Sellers Named Herein. and Paul Yurashevich, as Seller Representative Dated as of November 4, 2020Stock Purchase Agreement • November 5th, 2020 • Fathom Holdings Inc. • Real estate agents & managers (for others) • North Carolina
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of November 4, 2020, by and among Fathom Holdings Inc., a North Carolina corporation (“Purchaser”); Verus Title Inc., a Delaware corporation (the “Company”), The Yurashevich Community Property Trust of 2016, a community property trust (“Yurashevich Trust”) and the Kaila Family Trust, a revocable living trust (“Kaila” and collectively with Yurashevich Trust, the “Sellers”), and Paul Yurashevich, an individual resident of North Carolina (“Yurashevich”) in his individual capacity as Seller Representative hereunder. The Purchaser, the Company, the Sellers and the Seller Representative are sometimes individually referred to herein as a “Party” or collectively referred to herein as the “Parties.”
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE [●]Senior Secured Convertible Note • April 14th, 2023 • Fathom Holdings Inc. • Real estate agents & managers (for others) • New York
THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is the duly authorized and validly issued convertible promissory note of Fathom Holdings Inc., a North Carolina corporation (the “Company”), having its principal place of business at 2000 Regency Parkway Drive, Suite 300, Cary, NC 27518, designated as its Senior Secured Convertible Promissory Note due [●] (the “Note”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • November 12th, 2019 • Fathom Holdings Inc. • Real estate agents & managers (for others) • North Carolina
This Restricted Stock Award Agreement (this “Agreement”) is made by and between Fathom Holdings Inc. (the “Company”) and _____________________ (“Grantee”) effective as of ___________ (the “Date of Grant”). This Agreement sets forth the terms and conditions associated with the Company’s award to Grantee of shares of the Company’s Common Stock pursuant to the Fathom Holdings Inc. 2017 Stock Plan (the “Plan”) for the number of Shares set forth below. Capitalized terms not explicitly defined in this Agreement but defined in the Plan have the same definitions as in the Plan.
FATHOM REALTY HOLDINGS LLC CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • January 17th, 2020 • Fathom Holdings Inc. • Real estate agents & managers (for others)
This CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is dated as of September 4, 2018, by and between Fathom Holdings Inc., a North Carolina corporation (the “Company”), and the members of Fathom Realty Holdings LLC, a Texas limited liability company (“Fathom Holdings”), party hereto (the “Members”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2024 • Fathom Holdings Inc. • Real estate agents & managers (for others) • North Carolina
This Employee Employment Agreement (this “Agreement”) is effective as of November 5th, 2024 (the “Effective Date”) by and between Fathom Holdings, Inc., a North Carolina corporation (the “Company”), and Joanne Zach (“Employee”). Company and Employee are sometime referred to herein each as a “Party” and together as the “Parties.”
AGREEMENT AND PLAN OF MERGER By and among: Fathom Holdings Inc.; Fathom Merger Sub C, Inc.; LiveBy, Inc.; The Stockholder’s of LiveBy party hereto; and Cory Scott, as Stockholder Representative Dated as of April 7, 2021Merger Agreement • April 9th, 2021 • Fathom Holdings Inc. • Real estate agents & managers (for others) • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made effective as of April 7, 2021, by and among Fathom Holdings Inc., a North Carolina corporation (“Parent”); Fathom Merger Sub C, a Delaware corporation and indirect subsidiary of Parent (“Merger Sub” and, collectively with Parent, “Fathom”); LiveBy, Inc., a Delaware corporation (the “Company”); Cory Scott, Matan Gill, and Jeff Nieto (collectively, the “Key Stockholders”); and Cory Scott, an individual resident of the state of Nebraska, solely in the capacity as Stockholder Representative hereunder. The Parent, Merger Sub, the Key Stockholders, and the Stockholder Representative are sometimes individually referred to herein as a “Party” or collectively referred to herein as the “Parties.”
