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you  disagree  or  in  a  way  that  may  be  adverse  to  your  interests.  Immediately  prior  to  the  completion  of  this 
offering, we will also issue a single share of Class F common stock, a special class of our common stock, to the 
Founder LLC. Our Class F common stock will be entitled to an aggregate number of votes that equals 50.1% of 
the total voting power of our outstanding shares of capital stock as of the applicable record date with respect to 
matters  submitted  to  stockholders  generally,  including  the  election  of  our  directors  other  than  the  Class  T 
directors. Upon the completion of this offering, we will also authorize a special class of our common stock, Class 
E common stock, which we will issue to our employees, excluding our co-founders. Our Class E common stock 
will  be  entitled  to  vote  only  on  certain  limited  matters  and  will  not  have  any  economic  rights.  Under  this 
governance structure, we expect that the LTBT and the Founder LLC will collectively have the ability to elect all 
members of our board of directors, and the Founder LLC will have the ability to determine the outcome of all 
matters submitted to a vote of our stockholders generally for the foreseeable future. Accordingly, holders of our 
Class A common stock generally will not be able to affect the outcome of any matter submitted to a vote of our 
stockholders or the election of our directors, regardless of how they vote, unless a majority of the Continuing 
Founders (as defined below) cannot agree on how our Class F common stock will be voted (in which case our 
Class F common stock will generally be voted proportionately with the votes of our Class A common stock cast 
on the matter).

Our governance structure is likely to have the effect of limiting the likelihood of an unsolicited merger proposal, 
unsolicited tender offer, or proxy contest for the removal of directors. As a result, our governance structure may 
make  it  more  difficult  to  replace  our  directors  and  management  and  may  have  the  effect  of  depriving  our 
stockholders of an opportunity to sell their shares at a premium over prevailing market prices. 

We cannot predict whether our structure will result in lower demand for our Class A common stock, increased 
volatility,  adverse  publicity,  or  other  adverse  consequences.  In  particular,  the  absence  of  judicial  precedent 
interpreting  this  structure  increases  the  risk  and  unpredictability  of  governance-related  litigation,  and  courts 
may interpret the obligations inherent in our structure in ways that we might not anticipate.

Our  capital  structure  will  concentrate  voting  power  with  the  LTBT  and  the  Founder  LLC  for 
the foreseeable future and will result in the LTBT and the Founder LLC having voting power 
that is not derived from or proportionate to economic interests in our company.

Our  Class  T  common  stock  will  generally  entitle  the  LTBT  to  elect  and  remove  the  Class  T  directors,  who 
together will constitute a majority of the authorized members of our board of directors. Our Class T common 
stock  will  remain  outstanding  indefinitely,  subject  to  the  right  of  our  board  of  directors  and  the  Trustees  or 
specified majorities of our Class A common stock, Class E common stock, and Class F common stock to amend 
or terminate the terms of the LTBT or the rights of our Class T common stock or to redeem our Class T common 
stock (such time as no share of Class T common stock is outstanding, the “Class T Sunset Time”). The Class T 
common stock may also be transferred without restriction upon the receipt of the same approvals required to 
amend,  terminate,  or  redeem  it.  We  intentionally  structured  the  Class  T  common  stock  in  this  manner  to 
preserve long-term flexibility if circumstances change. If the Class T common stock were transferred to a person 
or entity that is not affiliated with the LTBT or is not otherwise required to consider the Company Purpose, for 
so  long  as  we  remain  a  PBC,  all  of  our  directors,  regardless  of  how  they  are  elected,  would  continue  to  be 
obligated  to  act  in  accordance  with  Delaware  law  and  our  certificate  of  incorporation,  bylaws,  and  other 
governing  documents  as  then  in  effect,  including  those  provisions  relating  to  our  public  benefit  purpose. The 
Trust Agreement (as defined below) limits Trustee compensation to a reasonable cash amount fixed annually by 
the  Trustees.  Trustee  compensation  will  not  vary  with  or  be  conditioned  upon  the  profits  or  any  action  or 
inaction of our company. The policies of the LTBT prohibit a Trustee from directly purchasing or holding any of 
our securities. 

Our Class F common stock will entitle the Founder LLC to an aggregate number of votes that equals 50.1% of 
the total voting power of our outstanding shares of capital stock as of the applicable record date with respect to 
matters  submitted  to  stockholders  generally,  including  the  election  of  our  directors  other  than  the  Class  T 
directors. Our Class F common stock will remain outstanding until the earlier of (i) the completion of the Class 
F  Transition  Period  (as  defined  below),  which  will  commence  when  there  have  been  fewer  than  three 
Continuing  Founders  (not  including  any  successor  member  who  is  a  “Non-Qualifying  Member”  as  defined  in 
the  Founder  LLC  limited  liability  company  agreement)  (the  “Founder  LLC  Agreement”)  for  90  consecutive 
calendar days and (ii) the time when there is no Class F common stock outstanding, including as a result of a 
redemption  thereof  agreed  to  by  a  Supermajority  (as  defined  below)  of  the  Continuing  Founders  or  upon  the 

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