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(including the approval of any merger, sale of our company, or other significant corporate transaction requiring 
stockholder approval) for the foreseeable future.

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  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.

Sunset Provisions

Trigger

Class T Sunset Time

The Class T Sunset Time occurs when no Class T 
common stock remains outstanding, including due 
to the redemption of our Class T common stock or 
an amendment to the rights of our Class T common 
stock that eliminates our Class T common stock, 
which in each case requires the approval of persons 
comprising the Trust Amendment Threshold. The 
Trust Amendment Threshold may be satisfied as 
follows:

• if the Trustees are voting in favor of the action, 

upon approval of 80% of the authorized 
members of our board of directors and 80% of 
the Trustees then in office (in each case, 
rounded up or down to the nearest whole 
number (any exact 0.5 rounding up));

• if our Class F common stock remains 

outstanding and the Trustees are not voting in 
favor of such amendments:

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

◦ at any time, upon approval by (i) the Class F 
common stock acting by decision of 66 2/3% 
of the Continuing Founders (rounded up to 
the nearest whole number), (ii) 75% of the 
votes cast by our Class E common stock 
(subject to a quorum of a majority of 
outstanding Class E common stock), and (iii) 
a majority of the votes cast by our Class A 
common stock (subject to a quorum of a 
majority of outstanding Class A common 
stock); or

Class F Sunset Time
The Class F Sunset Time occurs on the earlier 
of (i) the time when no Class F common stock 
remains outstanding, including due to the 
redemption of our Class F common stock 
agreed to by a Supermajority of the 
Continuing Founders or upon the dissolution 
of the Founder LLC, and (ii) the completion 
of the Class F Transition Period. The Class F 
Transition Period commences 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 Agreement) 
for 90 consecutive calendar days.

A Continuing Founder will be removed from 
the Founder LLC upon the earliest to occur of 
(i) such Continuing Founder’s resignation as 
a member of the Founder LLC; (ii) such 
Continuing Founder’s death or incapacity; 
(iii) with respect to each of our seven original 
co-founders, such original co-founder’s 
ceasing to hold (together with such original 
co-founder’s related holders) on any record 
date for a vote of our stockholders a number 
of shares of Class A common stock (including 
shares subject to options, RSUs, and other 
convertible securities) equal to at least 2% of 
the shares of Class A common stock held by 
such original co-founder and their related 
holders as of the completion of this offering; 
(iv) such Continuing Founder’s removal for 
“cause,” which includes specified competitive 
activities described in the Founder LLC 
Agreement; (v) with respect to any successor 
member admitted to the Founder LLC prior 
to the commencement of the Class F 
Transition Period, other than a successor 
member who is a member during the Class F 
Transition Period, the tenth anniversary of 
the completion of this offering; or (vi) with 
respect to each of our seven original co-
founders, the commencement of a leave of 
absence approved by a Supermajority of the 
other Continuing Founders, which may not 
be approved during the Class F Transition 
Period or if the grant of the leave of absence 
would itself cause the Class F Transition 
Period to commence.

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