NOTE

CAPITAL STOCK

May 25, 2017,

we filed our

second

amended and restated certificate of incorporation which (i) increased our authorized shares of common stock, (ii) designated as Class B common stock all authorized shares that had been previously designated as Class A common stock; and, (iii) designated as Class A common stock all authorized shares of our common stock that had been previously designated as common stock.

In connection with the filing of the

second

amended and restated certificate of incorporation, we entered into an amended and restated voting and

first

refusal agreement that amended and restated our original voting and

first

refusal agreement to reflect the renaming of our classes of common stock.

June 15, 2017,

our registration statement authorizing the sale of

6,538,462

shares of our Class A common stock for

$13

per share, was declared effective by the U.S. Securities and Exchange Commission. The registration statement also granted the underwriters an option to purchase up to

980,769

shares of our Class A common stock.

From

June 21

through

June 22, 2017,

we issued a total of

7,113,462

shares of our Class A common stock for gross proceeds, net of underwriting discounts, of

$88,139,834.

The

7,113,462

shares represents the

6,538,462

shares offered and

575,000

shares of the underwriter’s overallotment option. Of that amount, entities controlled by

two

of our directors, which together own a majority of our Class A common stock and all of our Class B common stock, purchased, for cash,

3,653,846

shares for a total cash consideration, net of underwriting discounts, of

$46,312,498.

As a group, our officers and directors, either directly or through entities they control, also purchased an additional

509,085

shares for a total cash consideration, net of underwriting discounts, of

$6,154,838.

July 18, 2017,

we sold an additional

351,880

shares of the underwriter’s option of our Class A common stock resulting in a total of

926,880

option shares sold. The

351,880

shares were sold to entities unrelated to our officers and directors. The net proceeds from the sale of the

351,880

shares of Class A common stock were

$4,254,229.

Offering costs were

$961,953,

resulting in net proceeds to us of

$91,432,110.

February 22, 2018,

we entered into a Class A Common Stock Purchase Agreement, pursuant to which we agreed to issue and sell to

three

limited partnerships up to an aggregate of

$150,000,000

in unregistered shares of Class A common stock at a price of

$23.30,

a slight premium to the closing price of shares of Class A common stock of

$23.29

on the NASDAQ Capital Market, as reported by NASDAQ on

February 22, 2018.

Two of the

three

limited partnerships are entities managed by The Magnolia Group, LLC, and the

third

limited partnership is an entity managed by Boulderado Group, LLC. The Class A Common Stock Purchase Agreement was approved by an independent special committee of our board of directors with the advice of independent legal counsel and an independent investment banking firm which provided a fairness opinion to the special committee. The closing of the

first

tranche of shares sold under the agreement occurred on

March 6, 2018,

consisting of a total of

3,300,000

shares resulting in total gross proceeds of

$76,890,000.

The closing of the

second

tranche of shares sold under the agreement occurred on

May 15, 2018,

consisting of the sale of

3,137,768

shares resulting in gross proceeds of approximately

$73,110,000

and in aggregate gross proceeds from the private placement of approximately

$150,000,000

in total.

Also in

February 2018,

we filed a shelf registration statement with the SEC allowing us to sell up to

$200,000,000

of our securities. This registration statement was declared effective by the SEC on

February 9, 2018.

We subsequently entered into a Sales Agreement with Cowen and Company, LLC, which we refer to as “Cowen,” relating to the sale of shares of our Class A common stock to be offered. In accordance with the terms of the Sales Agreement, we

may

offer and sell from time to time up to

$50,000,000

of shares of our Class A common stock through Cowen acting as our agent. Cowen is

not

required to sell any specific amount of securities, but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Cowen and us. The compensation to Cowen for sales of Class A common stock sold pursuant to the Sales Agreement will be an amount equal to

of the gross proceeds of any shares of Class A common stock sold under the Sales Agreement. Through

December 31, 2018,

Cowen sold an aggregate of

1,199,229

shares of our Class A common stock under this “at the market” offering, resulting in gross proceeds to us of

$27,245,682

and net proceeds of

$26,428,311

after commissions.

May 4, 2018,

we filed an amendment to our

second

amended and restated certificate of incorporation which increased our authorized shares of common stock. Our authorized capital stock now consists of

40,000,000

shares of common stock, of which

38,838,884

shares are designated as Class A common stock and

1,161,116

shares are designated as Class B common stock, and

1,000,000

shares of undesignated preferred stock.

As of

December 31, 2018

there were

104,772

outstanding warrants for our Class B common stock and

784

outstanding warrants for our Class A common stock. On

August 3, 2018,

Boulderado Partners, LLC distributed

784

warrants for our Class B common stock, which converted to Class A common stock warrants upon distribution, in connection with a distribution in-kind to

one

of its limited partners. A summary of warrant activity for the year ended

December 31, 2018

is presented in the following table.

	Shares Under Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value of Vested Warrants

Outstanding as of December 31, 2017		105,556	$	9.95	7.5	$	2,368,677

Issued		-
Exercised		-
Expired		-

Outstanding as of December 31, 2018		105,556	$	9.95	6.5	$	1,419,728