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our  Class  E  common  stock  and  quorum  will  require  the  presence,  in  person  or  by  proxy,  of  a  majority  of 
outstanding shares of Class E common stock. 

When voting on a proposal to amend the terms of the LTBT or the rights of our Class T common stock or to 
redeem  our  Class  T  common  stock,  in  addition  to  the  requisite  approval  of  our  Class  A  common  stock  as 
described  more  fully  in  the  section  titled  “—Changes  to  the  LTBT  and  Class  T  Common  Stock,”  the  requisite 
approval of our Class E common stock will require:

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until  the  third  anniversary  of  the  completion  of  this  offering,  if  our  Class  F  common  stock  is  acting 
pursuant  to  the  unanimous  approval  of  the  Continuing  Founders,  a  majority  of  the  votes  cast  by  our 
Class E common stock (subject to a quorum of 40% of our outstanding Class E common stock); or

at any time when our Class F common stock remains outstanding, 75% of the votes cast by our Class E 
common stock (subject to a quorum of a majority of outstanding Class E common stock).

Our  amended  and  restated  certificate  of  incorporation,  which  will  become  effective  immediately  prior  to  the 
completion  of  this  offering,  will  authorize  Class  E  common  stock,  which  will  be  issued  to  our  employees  as 
follows: (i) one share of Class E common stock for each six months of employment completed with us and (ii) 
one share of Class E common stock for each share of Class A common stock that such employee has pledged to 
donate  through  our  donation  matching  program,  or  any  similar  program  we  may  establish  in  the  future.  The 
timing for issuing Class E common stock will be determined after the closing of this offering. Our co-founders 
will not receive any shares of Class E common stock, and to the extent that a holder of Class E common stock 
later  serves  as  a  successor  to  any  co-founder’s  interest  in  the  Founder  LLC,  they  will  not  be  able  to  vote  any 
Class E common stock they hold during the period of such service. 

Following an employee’s separation from employment with us other than for cause, one-half of such employee’s 
then-outstanding  shares  of  Class  E  common  stock  will  be  automatically  redeemed  by  us  annually,  and  all  of 
such employee’s shares will be automatically redeemed upon such employee’s death, incapacity, termination for 
cause, or commencement of service with a direct competitor. All shares of Class E common stock will also be 
automatically  redeemed  at  such  time  as  no  Class  F  common  stock  remains  outstanding.  Any  redemption  of 
Class E common stock will be made for no consideration.

Board Governance 

Decisions  regarding  our  business  and  affairs  are  made  by  our  board  of  directors. Immediately  prior  to  the 
completion  of  this  offering,  we  will  enter  into  the  Stockholders’  Agreement  with  the  LTBT  and  the  Founder 
LLC,  under  which  they  will  agree  to  vote  their  shares  and  take  other  actions  to  give  effect  to  the  board 
composition,  director  nomination,  and  director  removal  provisions  described  in  our  governing  documents. 
Collectively, the LTBT and the Founder LLC will have the ability to elect all members of our board of directors. 
Regardless of the class or classes of stock by which a director is elected, there is no limit to the number of terms 
a director may serve. 

While the LTBT has significant influence over our board of directors through its ability to generally elect and 
remove a majority of the authorized members of our board of directors, neither the LTBT nor the Trustees have 
decision-making authority in the day-to-day management or strategy setting of the company. The LTBT’s role is 
to select directors who are well-equipped to make decisions in furtherance of the responsible balancing of the 
pecuniary interests of our stockholders, the best interests of those materially affected by our conduct, and the 
Company  Purpose,  and  to  support  our  management’s  decision-making  through  advice  and  guidance.  The 
Trustees aim to choose directors who have the necessary business skills, experience, and expertise to oversee 
the  management  of  our  business  effectively  and  in  a  manner  that  responsibly  balances  (i)  the  pecuniary 
interests  of  our  stockholders,  (ii)  the  best  interests  of  those  materially  affected  by  our  conduct,  and  (iii)  the 
Company Purpose.

The Founder LLC will also have significant influence over our business and affairs through its ability to vote our 
Class F common stock, which is 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. The Founder LLC will be able to elect and remove the directors who are 
not Class T directors and determine the outcome of all matters submitted to a vote of our stockholders generally 

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