Exhibit 4.1


 


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.


 


WARRANT


 


	Warrant No.	 	Original Issue Date: [ ], 2020




 


Fathom Holdings Inc.,
a North Carolina corporation (the "Company"), hereby certifies that, as partial compensation for its services
as an underwriter to the Company, Roth Capital Partners, LLC or its registered assigns (the "Holder"), is entitled
to purchase from the Company up to a total of [ ] shares of the Company's common stock, no par value (the "Common Stock"),
at any time and from time to time from and after 180 days following the effective date of the Registration Statement on Form S-1
(File No. 333-235972), and through and including [ ], 2025, the fifth anniversary of such effective date (the "Expiration
Date"), in accordance with FINRA Rule 5110, and subject to the following terms and conditions:


 


1.           Definitions.
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1.


 






     

     


    

 


"Affiliate"
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under
common control with a Person, as such terms are used in and construed under Rule 144.


 


"Business Day"
means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in
the State of New York are authorized or required by law or other governmental action to close.


 


"Common Stock"
means the common stock of the Company, no par value, and any securities into which such common stock may hereafter be reclassified
or for which it may be exchanged as a class.


 


"Exchange Act" means the Securities
Exchange Act of 1934, as amended.


 


"Exercise Price" means
$[ ], subject to adjustment in accordance with Section 9.


 


"Fundamental
Transaction" means any of the following: (1) the Company effects any merger or consolidation of the Company with
or into another Person, (2) the Company effects any sale of all or substantially all of its assets in one or a series of related
transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the
Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property.


 


"New York Courts"
means the state and federal courts sitting in the State of New York.


 


"Original Issue
Date" means the Original Issue Date first set forth on the first page of this Warrant.


 


"Person"
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


"Prospectus"
means the prospectus, dated [ ], 2020, filed with the Securities and Exchange Commission pursuant to Rule 424 promulgated
under the Securities Act.


 


"Rule 144"
means Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission
having substantially the same effect as such Rule.


 


"Securities Act" means the Securities
Act of 1933, as amended.


 


"Subsidiary"
means any "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities
and Exchange Commission under the Exchange Act.


 


"Trading Day"
means (i) a day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not quoted
on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the Pink Sheets
LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the
Common Stock is not listed or quoted as set forth in (i) or (ii) hereof, then Trading Day shall mean a Business Day.


 






     

     


    

 


"Trading Market"
means whichever of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the
NASDAQ Capital Market or OTC Markets Group electronic quotation system on which the Common Stock is listed or quoted for trading
on the date in question.


 


"Underlying
Shares" means the shares of Common Stock issuable upon exercise of this Warrant.


 


2.           Registration
of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for
all other purposes, absent actual notice to the contrary.


 


3.           Registration
of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant
(any such new Warrant, a "New Warrant"), evidencing the portion of this Warrant so transferred shall be issued
to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant.


 


4.           Exercise
and Duration of Warrants. This Warrant shall be exercisable by the registered Holder at any time and from time to time from
and after 180 days following the effective date of the Registration Statement on Form S-1 (File No. 333-235972) (the
"Effective Date"), through and including the Expiration Date, in accordance with FINRA Rule 5110. At 6:30
p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void
and of no value. The Company may not call or redeem any portion of this Warrant without the prior written consent of the affected
Holder. Neither this Warrant nor any shares of Common Stock issuable upon exercise of this Warrant, shall be sold, transferred,
assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would
result in the effective economic disposition of this Warrant, or any security issuable upon exercise of this Warrant, by any person
for a period of 180 days immediately following the effective date of the Registration Statement on Form S-1 (File No. 333-235972),
except as provided in FINRA Rule 5110(g)(2).


 


5.           Delivery
of Common Stock.


 


(a)            To
effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless all of the Warrant Shares
represented by this Warrant are being exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to the Company
(with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon payment of the Exercise Price
multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no
event later than two Trading Days after the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate
for the Warrant Shares issuable upon such exercise. The Company shall, upon request of the Holder and subsequent to the date on
which a registration statement covering the resale of the Warrant Shares has been declared effective by the Securities and Exchange
Commission, use its reasonable best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation
or another established clearing corporation performing similar functions, if available, provided, that, the Company may,
but will not be required to change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically
through the Depository Trust Corporation. A "Date of Exercise" means the date on which the Holder shall have delivered
to the Company: (i) the Exercise Notice (with the Warrant Shares Exercise Log attached to it), appropriately completed and
duly signed and (ii) if applicable, payment of the Exercise Price for the number of Warrant Shares so indicated by the Holder
to be purchased.


 






     

     


    

 


(b)            If
by the second Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.


 


(c)            If
by the second Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the
manner required pursuant to Section 5(a), and if after such second Trading Day and prior to the receipt of such Warrant
Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction
of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then
the Company shall (1)  reimburse  the Holder the amount by which (x) the Holder's total purchase price (including
brokerage commissions, if any) for the shares of Common Stock or Warrants so purchased exceeds (y) the amount obtained
by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue by (B) the closing bid price of the shares of Common Stock, on the Date of Exercise and
(2) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for
which such exercise was not honored or deliver to the Holder the number of shares of Common Stock that would have been issued
had the Company timely complied with its exercise and delivery obligations hereunder. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the Buy-In.


 


(d)            The
Company's obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective
of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery
of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged
violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Units. Nothing herein shall limit a Holder's
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company's failure to timely deliver certificates representing Warrant
Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


6.           Charges,
Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the
Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates
for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 






     

     


    

 


7.           Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity
(which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.
If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
to the Company as a condition precedent to the Company's obligation to issue the New Warrant.


 


8.           Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved shares of Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable upon
the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than
the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares
so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms
hereof, be duly and validly authorized, issued and fully paid and nonassessable.


 


9.           Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.


 


(a)            Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its
Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into
a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator
shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the
number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such
dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective
immediately after the effective date of such subdivision or combination.


 


(b)            Fundamental
Transactions. If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then the Holder shall have
the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it
would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such
Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the "Alternate
Consideration"). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. At the Holder's option and request, any successor to the Company or surviving entity in such Fundamental Transaction
shall issue to the Holder a new warrant substantially in the form of this Warrant and consistent with the foregoing provisions
and evidencing the Holder's right to purchase the Alternate Consideration for the aggregate Exercise Price upon exercise thereof.
The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor
or surviving entity to comply with the provisions of this paragraph (b) and insuring that the Warrant (or any such replacement
security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


 






     

     


    

 


(c)            Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after
such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the
aggregate Exercise Price in effect immediately prior to such adjustment.


 


(d)            Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(e)             Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including
a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise
of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon
which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the
Holder and to the Company's Transfer Agent.


 


(f)            Notice
of Corporate Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property
in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase
any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or
solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or
winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and
conditions of such transaction (but only to the extent such disclosure would not result in the dissemination of material, non-public
information to the Holder) at least 10 calendar days prior to the applicable record or effective date on which a Person would need
to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably
necessary in order to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so
as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any
defect therein shall not affect the validity of the corporate action required to be described in such notice.


 






     

     


    

 


10.         Payment
of Exercise Price. The Holder may pay the Exercise Price in one of the following manners:


 


(a)            Cash
Exercise. The Holder may deliver immediately available funds; or


 


(b)            Cashless
Exercise. The Holder may notify the Company in an Exercise Notice of its election to utilize cashless exercise, in which event
the Company shall issue to the Holder the number of Warrant Units determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


X = the number of Warrant Shares to be issued to the
Holder.


 


Y = the number of Warrant Shares with respect to which
this Warrant is being exercised.


 


A = the average of the daily volume weighted average
price for the Common Stock for the five Trading Days immediately prior to (but not including) the Exercise Date.


 


B = the Exercise Price.


 


For purposes of Rule 144 promulgated
under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction
shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced,
on the date this Warrant was originally issued.


 


11.         Limitations
on Exercise. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by
the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to insure
that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder
and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's for purposes
of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares of Common
Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership
shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own
in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental
Transaction as contemplated in Section 9 of this Warrant. This restriction may not be waived. Notwithstanding anything to
the contrary contained in this Warrant, (a) no term of this Section may be waived by any party, nor amended such that
the threshold percentage of ownership would be directly or indirectly increased, (b) this restriction runs with the Warrant
and may not be modified or waived by any subsequent holder hereof and (c) any attempted waiver, modification or amendment
of this Section will be void ab initio.


 


12.         No
Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of
any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied
by the closing price of one share of Common Stock as reported by the applicable Trading Market on the date of exercise, or round
up to the nearest whole share of Common Stock.


 






     

     


    

 


13.         Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in this Section prior to 6:30 p.m. (New York City time)
on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified in this Section on a day that is not a Trading Day or later than 6:30 p.m. (New
York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses
for such communications shall be: (i) if to the Company, to Fathom Holdings Inc., Attn: Chief Executive Officer, Facsimile
No.: [     ] (or such other address as the Company shall indicate
in writing in accordance with this Section), or (ii) if to the Holder, to the address or facsimile number appearing on the
Warrant Register or such other address or facsimile number as the Holder may provide to the Company in accordance with this Section.


 


14.         Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon 10 days' notice to the Holder, the Company may appoint
a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting
from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or
any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor
warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder's last address as shown on the
Warrant Register.


 


15.         Miscellaneous.


 


(a)       No Rights as
a Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 5 except as expressly set
forth in Section 9. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant
to Section 10(b) or to receive cash payments pursuant to Section 5(c) and 9(b), in no event shall the Company be required to net
cash settle an exercise of this Warrant.


 


(b)            This
Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed
by the Company and the Holder and their successors and assigns. The foregoing sentence shall be subject to the restrictions on
waivers and amendments set forth in Section 11 of this Warrant.


 






     

     


    

 


(c)            All
questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law
thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and
the transactions herein contemplated ("Proceedings") (whether brought against a party hereto or its respective
Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding,
any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced
in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process
being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions
contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the prevailing
party in such Proceeding shall be reimbursed by the other party for its attorney's fees and other costs and expenses incurred with
the investigation, preparation and prosecution of such Proceeding.


 


(d)            The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.


 


(e)            In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(f)            Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of being a Holder, be entitled to any rights of a stockholder
with respect to the Common Stock.


 






     

     


    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	FATHOM HOLDINGS INC.
	 	 
	 	 
	 	  By:	 
	 	  Name:
	 	  Title:




 






     

     


    

 


EXERCISE NOTICE


FATHOM HOLDINGS INC.


WARRANT DATED [ ], 2020


 


The undersigned Holder hereby
irrevocably elects to purchase    shares of Common Stock
pursuant to the above referenced Warrant. Capitalized terms used herein and not otherwise defined have the respective meanings
set forth in the Warrant.


 


		(1)	The undersigned Holder hereby exercises its right to purchase



 


__________ shares of Common Stock pursuant to the
Warrant.


 


		(2)	The holder shall pay the sum of $______________to the Company in accordance with the terms of
                                                           the Warrant.



 


		(3)	Pursuant to this Exercise Notice, the Company shall deliver to the holder Common Stock in accordance
with the terms of the Warrant.



 


		(4)	By its delivery of this Exercise Notice, the undersigned represents and warrants to the
                                                           Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number
                                                           of shares of Common Stock (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934)
                                                           permitted to be owned under Section 11 of the Warrant to which this notice relates.



 


 


	Dated:	 	 	Name of Holder: 
	 	 	 	 
	 	 	 	(Print)	 



 


	 	By:	 
	 	Name:	 
	 	Title:	 



 


	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)




 






     

     


    

 


Warrant Shares Exercise Log


 


	Date	Number of Warrant Shares Available to be Exercised	Number of Warrant Shares Exercised	Number of Warrant Shares Remaining to be Exercised
	 	 	 	 



 






     

     


    

 


FATHOM HOLDINGS INC.


WARRANT DATED [ ], 2020


WARRANT NO.


 


FORM OF ASSIGNMENT


 


[To be completed and signed only upon transfer of
Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto                                     
the right represented by the above-captioned Warrant to purchase______shares
of Common Stock to which such Warrant relates and appoints                         
attorney to transfer said right on the books of the Company with full power of substitution in the premises.


 


	Dated: 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)
	 	 	 	 
	 	 	 	 
	 	 	 	Address of Transferee
	 	 	 	 
	 	 	 	
	 	 	 	 
	 	 	 	 
	 	 	 	 



 


	In the presence of: