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
