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Table of Contents

See the sections titled “Risk Factors—Risks Related to our Governance Structure,” “Our Governance Structure 
and Its Goals,” “Management,” “Certain Relationships and Related Person Transactions,” and “Description of 
Capital Stock” for more information. 

Controlled Company Status

We are considered a “controlled company” within the meaning of the Nasdaq Global Select Market corporate 
governance requirements because the LTBT, as the sole holder of our Class T common stock, generally has the 
power to elect a majority of the authorized members of our board of directors. As such, we are permitted to opt 
out of compliance with certain Nasdaq Global Select Market corporate governance requirements. Accordingly, if 
we  elect  not  to  comply  with  certain  requirements,  you  will  not  have  the  same  protections  afforded  to 
stockholders  of  companies  that  are  subject  to  all  of  the  Nasdaq  Global  Select  Market  corporate  governance 
requirements. Although we qualify as a “controlled company,” we do not expect to rely on this exemption except 
with respect to our nominating and corporate governance committee (“NGC”), which will not consist entirely of 
independent directors. Our board of directors currently consists of a majority of independent directors and our 
audit and compensation committees currently consist entirely of independent directors. See the sections titled 
“Risk Factors—Risks Related to our Governance Structure—We are considered a “controlled company” within 
the  meaning  of  the  Nasdaq  Global  Select  Market  corporate  governance  requirements,  and,  as  a  result,  we 
qualify  for,  and  currently  rely  on,  exemptions  from  certain  corporate  governance  requirements,”  “Our 
Governance  Structure  and  Its  Goals,”  “Management,”  and  “Description  of  Capital  Stock”  for  additional 
information.

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