Fathom Holdings Inc.

General. The Company will pay the Investor the principal amount under the Bridge Note on April 1, 2027, or such earlier date as the Bridge Note is required or permitted to be repaid as provided by its terms. The Bridge Note bears interest at a rate equal to nine percent (9.0%) per annum, which is payable in kind and added to the principal amount at the end of each calendar month beginning in March 2026.

Security. The Bridge Note is secured by all assets of the Company and the Material Subsidiaries pursuant to the Security Agreement, as described in more detail below.

Guarantee. The Company’s obligations under the Bridge Note are guaranteed by the Material Subsidiaries pursuant to the Subsidiary Guarantee, as described in more detail below.

Subordination. The Bridge Note is expressly subordinated in right of payment to the prior payment in full of all of the Company’s obligations under that certain Securities Purchase Agreement, dated as of September 25, 2024, by and among the Company and the signatories thereto (the “Senior Debt”).

Events of Default. The Bridge Note provides for certain events of default that are typical for a transaction of this type, including, among other things, any breach of the covenants described below. During the occurrence and continuation of any Event of Default (as defined in the Bridge Note), at the election of the Investor, the interest on the Bridge Note will accrue at a rate equal to the lesser of 18.0% per annum or the maximum rate permitted under applicable law.

Covenants. The Company is subject to certain customary affirmative and negative covenants, including obligations to maintain its business and properties, preserve its corporate existence, timely pay taxes and liabilities, and maintain its intellectual property rights. The Bridge Note also restricts the Company from, among other things, making payments in respect of Indebtedness, other than Permitted Indebtedness (as such terms are defined in the Bridge Note), or to any officer, director, or five percent or greater beneficial holder of the Company’s voting stock or Common Stock, affiliate of the Company or affiliate of any of the foregoing, other than payments made pursuant to the Senior Debt; declaring dividends or redeeming more than a de minimis number of shares; incurring any Indebtedness (other than Permitted Indebtedness); creating liens (other than Permitted Liens (as defined in the Bridge Note)); making guarantees, loans, or advances; effecting any Change of Control Transaction (as defined in the Bridge Note), unless all obligations under the Bridge Note are paid in full prior to the closing of such Change of Control Transaction; changing the nature of the Company’s business or corporate structure; and entering into transactions with affiliates unless such transactions are made on arms’ length terms and are approved by a majority of disinterested directors.