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Provisions  in  our  amended  and  restated  certificate  of  incorporation  and  amended  and 
restated  bylaws  could  make  a  merger,  tender  offer,  proxy  contest,  or  other  significant 
corporate  transaction  difficult,  potentially  depressing  the  market  price  of  our  Class  A 
common stock.

Our  amended  and  restated  certificate  of  incorporation  and  amended  and  restated  bylaws,  which  will  become 
effective  immediately  prior  to  the  completion  of  this  offering,  will  contain  a  number  of  provisions  that  may 
make the acquisition of our company more difficult. Such provisions will include: 

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a  multi-class  common  stock  structure,  which  will  provide  the  LTBT  and  the  Founder  LLC  with  the 
ability to elect all members of our board of directors, and will provide the Founder LLC with the ability 
to  determine  the  outcome  of  all  matters  submitted  to  a  vote  of  our  stockholders  generally  (including 
the approval of any merger, sale of our company, and other significant corporate transaction requiring 
stockholder approval) for the foreseeable future; 

prior to the Class F Sunset Time, vacant or newly created directorships for any directors who are not 
Class T directors can be filled by our board of directors in accordance with a notice from the Founder 
LLC  or  by  the  holders  of  our  Class  A  common  stock  and  Class  F  common  stock,  voting  together  or 
acting by written consent; 

prior  to  the  Class  T  Sunset  Time,  the  number  of  directors  constituting  our  board  of  directors  will  be 
permitted to be set only with the approval of 80% of the authorized members of our board of directors 
(rounded up or down to the nearest whole number (any exact 0.5 rounding up)); 

a special meeting of our stockholders may only be called by (i) our board of directors acting pursuant to 
a  resolution  adopted  by  a  majority  of  the  authorized  members  of  our  board  of  directors;  (ii)  the 
Chairperson of our board of directors; (iii) our Chief Executive Officer; (iv) our President; (v) following 
the Class F Sunset Time, a majority of the directors who are not Class T directors; (vi) prior to the Class 
F Sunset Time and only with respect to a special meeting at which holders of our Class E common stock 
will be asked to vote on a proposal, the secretary of the company; or (vii) prior to the Class F Sunset 
Time, the Founder LLC as the holder of our Class F common stock; 

prior to the Class F Sunset Time and the Class T Sunset Time, stockholders may act by written consent 
only with respect to (i) any action to nominate, elect, or remove directors or appoint a director to fill 
any vacancy or newly created directorship; (ii) any action to satisfy certain redemption and protective 
provisions  in  our  amended  and  restated  certificate  of  incorporation  related  to  our  Class  F  common 
stock, Class T common stock, and Class E common stock; and (iii) any matter in which stockholders 
vote together as a single class if such matter is first approved or requested by our board of directors, 
and  following  both  the  Class  F  Sunset  Time  and  the  Class  T  Sunset  Time,  any  action  required  or 
permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of 
stockholders and may not be effected by any written consent of our stockholders; notwithstanding the 
foregoing,  any  action  required  or  permitted  to  be  taken  by  the  holders  of  our  Class  E  common  stock 
must be effected at a duly called annual or special meeting of stockholders and may not be effected by 
any consent in writing by such stockholders; 

advance  notice  procedures  required  for  Class  A  stockholders  to  nominate  candidates  for  election  as 
directors or to bring matters before an annual meeting of stockholders; 

following  the  Class  F  Sunset  Time,  our  board  of  directors  will  shift  to  having  a  classified  board  of 
directors consisting of three classes of directors with staggered three-year terms; 

following the Class F Sunset Time, 66 2/3% of the voting power of our Class A common stock will be 
required to amend certain provisions in our amended and restated certificate of incorporation and our 
amended and restated bylaws; 

not providing for cumulative voting; and 

authorizing undesignated preferred stock, the issuance and terms of which may be established by 80% 
of the authorized members of our board of directors (rounded up or down to the nearest whole number 

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