Bed Bath & Beyond, Inc. Merger Agreement

Bed Bath & Beyond, Inc. has entered into a Merger Agreement and Plan of Reorganization with Fathom Merger Sub, Inc. and Fathom Holdings Inc. (FTHM). The agreement outlines the terms of a merger where Merger Sub will merge with FTHM, with FTHM surviving as a wholly owned subsidiary of Bed Bath & Beyond. The merger consideration involves converting FTHM common stock into Bed Bath & Beyond common stock at an exchange ratio of 0.2236, with cash paid for fractional shares. Options of FTHM will be canceled, while restricted stock awards and units will be assumed and converted into awards for Bed Bath & Beyond stock, with specific provisions for vesting and termination. The merger is subject to customary closing conditions, including FTHM stockholder approval and the effectiveness of Bed Bath & Beyond's registration statement. The agreement also details representations, warranties, covenants, and termination provisions, including a termination fee of $2,000,000 payable by FTHM under certain circumstances. Voting and support agreements have been entered into with certain FTHM stockholders to facilitate the merger.