NOTE

CAPITAL STOCK

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 the date of the Class A Common Stock Purchase Agreement. 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. From

March 2018

through

August 20, 2019,

we sold through Cowen an aggregate of

2,141,452

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

$49,999,625.

For the period from

January 1,

through

August 20, 2019,

we sold through Cowen

942,223

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

$22,753,943

and net proceeds of

$22,059,015

after offering costs of

$694,928.

August 13, 2019,

we entered into a

second

Sales Agreement with Cowen, relating to the sale of additional shares of our Class A common stock to be offered. In accordance with the terms of the

second

Sales Agreement, we

may

offer and sell from time to time up to

$75,000,000

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

not

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

August 21, 2019

through

September 30, 2019,

we sold through Cowen

310,152

shares of our Class A common stock under the

second

“at the market” offering, resulting in gross proceeds to us of

$6,475,579

and net proceeds of

$6,245,765,

after offering costs of

$229,814.

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

September 30, 2019

there were

105,556

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 withdrawing members. A summary of warrant activity for the

nine

months ended

September 30, 2019

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, 2018		105,556	$	9.95		6.50	$	1,419,728

Issued		-
Exercised		-
Expired		-

Outstanding as of September 30, 2019		105,556	$	9.95		5.75	$	1,042,893