Marcus & Millichap, Inc. 4,000,000 shares of Common Stock, par value $0.0001 Underwriting AgreementUnderwriting Agreement • March 17th, 2015 • Marcus & Millichap, Inc. • Real estate agents & managers (for others) • New York
Phoenix Investments Holdings LLC, a Delaware limited liability company (“Phoenix Investments”), and The Marcus Family Foundation (the “Foundation” and, together with Phoenix Investments, the “Selling Stockholders”), propose, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of 4,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, Phoenix Investments proposes to sell up to 600,000 additional shares (the “Optional Shares”) of the Common Stock, par value $0.0001 per share (“Stock”) of Marcus & Millichap, Inc., a Delaware corporation (the “Company”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
