0001104659-23-045569 Sample Contracts

SUBSIDIARY GUARANTEE
Subsidiary Guarantee • April 14th, 2023 • Fathom Holdings Inc. • Real estate agents & managers (for others) • New York

SUBSIDIARY GUARANTEE, 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 purchaser signatory (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Fathom Holdings Inc., a North Carolina corporation (the “Company”) and the Purchasers.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 14th, 2023 • 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 AGREEMENT
Security 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 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”).

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