On August 30, 2020, the Company entered into a Common Stock
Purchase Agreement with each of the Investors named therein, pursuant to which
the Investors agreed to purchase from the Company, up to $25.0 million in
shares of the Company’s Common Stock. The initial closing of the sale and
purchase of the Common Stock (the “Initial Closing”) must occur within forty-five
(45) business days after the date on which the NYSE American approved the
Company’s listing application for the Common Stock. The Investors have agreed
to purchase an aggregate of 1,000,000 shares of Common Stock at the Initial
Closing, at a purchase price of $5.00 per share. Subsequent closings of the
sale and purchase of the Common Stock (each a “Subsequent Closing”) will occur
from time to time after the Initial Closing on such dates and times as agreed
upon by the Company and the Investors, but in any event no later than ninety
(90) business days after the Initial Closing; provided that the closing price
of the Common Stock on the NYSE American exchange shall have closed at or above
$5.00 for five consecutive trading days. The Investors will purchase the Common
Stock at such Subsequent Closing at a price per share equal to market value
within the meaning of Section 713 of the NYSE American Company Guide; provided
that in no event shall the Investors be obligated to purchase Common Stock at a
Subsequent Closing at a price greater than $5.75 per share. The Company has the
right to terminate the Common Stock Purchase Agreement upon written notice to
the Investors if (a) the Initial Closing has not occurred within ninety (90)
days of the date of the agreement or (b) if the Investors have not purchased an
aggregate of $25.0 million in Common Stock as of the date that is ninety (90)
business days after the Initial Closing. Notwithstanding the foregoing,
no Investor is obligated to purchase any Common Stock if such shares proposed
to be purchased, when aggregated with all other shares of Common Stock then
owned beneficially by such Investor and its affiliates, would result in the
beneficial ownership by such Investor and its affiliates of more than 4.99% of
the then issued and outstanding shares of Common Stock. One of the
Company’s existing investors, John K. Scott, Jr., is a party to the Common
Stock Purchase Agreement and agreed to purchase $25,000 of Common Stock. In
accordance with current accounting guidance, $5.0 million of stock
subscriptions receivable was included in common stock subscriptions receivable
in the consolidated balance sheet as of September 30, 2020. Additionally, as of
September 30, 2020, Mr. Scott had paid for his shares but those shares had not
yet been issued, therefore $25,000 was included in other current liabilities on
the consolidated balance sheet. See Note 2.