PLAN OF DISTRIBUTION
We have entered into separate equity distribution agreements, each dated as of February 22, 2017, with each of JMP Securities LLC, B.
Riley FBR, Inc., JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc., or the Agents, each as amended by an amendment dated August 10, 2018 (as amended, the equity distribution agreements), under which
we may offer and sell, from time to time, shares of our Class A common stock through the Agents. Pursuant to the equity distribution agreements, we may offer and sell up to 12,597,423 shares of our Class A common stock. Prior to the date
of the prospectus supplement, we sold 1,295,263 shares of our Class A common stock pursuant to the equity distribution agreements and the prospectus supplement filed with the SEC on August 10, 2018. As a result of such prior sales, as of
the date of this prospectus supplement, up to 11,302,160 shares of Class A common stock remain available for offer and sale from time to time pursuant to this prospectus supplement and the accompanying prospectus.
Sales of our Class A common stock may be made in negotiated transactions or other transactions that are deemed to be at the
market offerings, as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange.
Under the terms of the equity distribution agreements, we may also sell our Class A common stock to any of the Agents as principal for
its own account at a price agreed upon at the time of sale. If we sell our Class A common Stock to an Agent acting as principal, we will enter into a separate agreement with the applicable Agent, and will describe such agreement in a separate
prospectus supplement.
Upon acceptance of written instructions from us, the Agents will use commercially reasonable efforts consistent
with their sales and trading practices to sell our Class A common stock under the terms and subject to the conditions set forth in the equity distribution agreements. We will instruct each Agent as to the amount of our Class A common stock
to be sold by such Agent. On any given day, only one Agent may sell shares of our Class A common stock to which this prospectus supplement and the accompanying prospectus relate. Additionally, we may instruct the Agents not to sell our
Class A common stock if the sales cannot be effected at or above the price designated by us in any instruction. We or any of the Agents may suspend the sale of our Class A common stock upon proper notice and subject to other conditions.
The Agents will provide written confirmation to us no later than the opening of the trading day on the NYSE following the trading day in
which shares of our Class A common stock were sold under the equity distribution agreements. Each confirmation will include the number of shares of our Class A common stock sold on the preceding trading day, the aggregate gross sales
proceeds, the net proceeds to us and the compensation payable by us to the Agent in connection with the sales.
We will pay commissions to
the Agents for their services in acting as agent and/or principal in the sale of our Class A common stock offered hereby. Under the equity distribution agreements, the applicable Agent will be entitled to compensation of up to 1.5% of the gross
sales price of our Class A common stock sold through it under the applicable equity distribution agreement. Additionally, the Agents may receive customary brokerage commissions from purchasers of our Class A common stock in compliance with
FINRA Rule 2121. We estimate that the total expenses for the offering of the shares of Class A common stock covered by this prospectus supplement, excluding compensation payable to the Agents under the terms of the equity distribution
agreements, will be approximately $75,000.
Settlement of sales of our Class A common stock will occur on the second business day
following the date on which any sales are made, or on some other date that is agreed upon by us and each Agent in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement for funds to be
received in an escrow, trust or similar arrangement. Sales of our Class A common stock, if any, as contemplated by this prospectus supplement and the accompanying prospectus, will be settled through the facilities of The Depository Trust
Company or by such other means as we and each Agent may agree upon.
In connection with the sale of our Class A common stock on our
behalf, the Agents may be deemed to be underwriters within the meaning of the Securities Act, and the compensation of the Agents may be deemed to be underwriting commissions or discounts. We have agreed to indemnify each Agent against
specified liabilities, including liabilities under the Securities Act, or to contribute to payments that each such Agent may be required to make because of those liabilities.
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