ContractFathom Holdings Inc. • July 16th, 2020 • 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.
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
