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3/25/22, 9:42 AM
<br />Table of Contents
<br />road -20210930
<br />of our Class A common stock. In addition, a material weakness in the effectiveness of our internal control over financial reporting
<br />could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing, subject us to
<br />investigations by the SEC or other regulatory authorities and require additional expenditures to comply with these requirements, each
<br />of which could have a material adverse effect on our business, results of operations and financial condition.
<br />Risks Relating to Ownership of Our Class A Common Stock
<br />The dual class structure of our common stock has the effect of concentrating voting control with Sun Tx Capital Partners
<br />rSunTx'9 and its affiliates, which limits your ability to influence corporate matters.
<br />Our Class B common stock has ten votes per share, and our Class A common stock has one vote per share. As of November 19, 2021,
<br />our outstanding Class B common stock represented approximately 74.1% of the total voting power of our outstanding common stock.
<br />The shares of Class B common stock are held primarily by SunTx, its affiliates and certain members of management. Because of the
<br />ten -to -one voting ratio between our Class B common stock and our Class A common stock, the holders of our Class B common stock
<br />collectively control a majority of the combined voting power of our common stock and therefore control the outcome of all matters
<br />submitted to our stockholders. This concentrated control limits or precludes the ability of holders of Class A common stock to
<br />influence corporate matters for the foreseeable future. Future transfers of shares of our Class B common stock generally may result in
<br />those shares converting into shares of our Class A common stock. The conversion of shares of our Class B common stock into our
<br />Class A common stock will have the effect, over time, of increasing the relative voting power of each remaining share of Class B
<br />common stock.
<br />Future sales, or the perception of future sales, of Class A common stock by its or our existing stockholders in the public market
<br />could cause the market price for our Class A common stock to decline.
<br />As of November 19, 2021, we had outstanding a total of 40,738,074 shares of our Class A common stock and 11,632,270 shares of our
<br />Class B common stock that are convertible at any time into an equal number of shares of our Class A common stock. The sale of shares
<br />of our Class A common stock, or the perception of future sales by us or our existing stockholders, could harm the prevailing market
<br />price of shares of our Class A common stock. These sales, or the possibility that these sales may occur, also might make it more
<br />difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
<br />Pursuant to a registration rights agreement, SunTx and certain other stockholders will continue to have the right, subject to certain
<br />conditions, to require us to register the sale of their shares of common stock under the Securities Act. By exercising their registration
<br />rights and selling a large number of shares, these stockholders could cause the prevailing market price of our Class A common stock to
<br />decline. As of November 19, 2021, a total of 3,861,613 shares of our outstanding common stock were subject to potential future
<br />registration under the registration rights agreement. Registration of these shares would result in such shares becoming freely tradable
<br />upon effectiveness of the registration statement. As restrictions on resale end or if the stockholders who are party to the registration
<br />rights agreement exercise their registration rights, the market price of the shares of our Class A common stock could drop significantly
<br />if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more
<br />difficult for us to raise additional funds through future offerings of our Class A common stock or other securities.
<br />In the future, we may also issue our securities in connection with offerings or acquisitions, and the number of shares issued or issuable
<br />thereafter could constitute a material portion of the then -outstanding shares of Class A common stock. Any such issuance would result
<br />in dilution to holders of our Class A common stock.
<br />Affiliates of Sun Tx control us, and their interests may conflict with ours or yours in the future.
<br />As of November 19, 2021, the SunTx funds beneficially owned approximately 1.7% of our outstanding Class A common stock and
<br />approximately 82.1% of our outstanding Class B common stock, representing 61.3% of the combined voting power of our common
<br />stock. Each share of our Class B common stock has ten votes per share, and each share of our Class A common stock has one vote per
<br />share. As a result, affiliates of SunTx have the ability to elect all of the members of our board of directors and thereby control our
<br />policies and operations, including the appointment of management, future issuances of our Class A common stock or other securities,
<br />the payment of dividends, if any, on our Class A common stock, our ability to incur or issue debt, amendments to our amended and
<br />restated certificate of incorporation and amended and restated bylaws, and our entry into extraordinary transactions. This concentration
<br />of voting control could deprive you of an opportunity to receive a premium for your shares of our Class A common stock as part of a
<br />sale of our Company and ultimately might affect the market price of our Class A common stock. In addition, we have engaged, and
<br />expect to continue to engage, in related party transactions involving SunTx and certain companies they control. As a result, the
<br />interests of affiliates of SunTx may not in all cases be aligned with your interests.
<br />In addition, SunTx may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could
<br />enhance its investment, even though such transactions might involve risks to you. For example, SunTx could cause us to make
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