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Code of Conduct 

Our  board  of  directors  has  adopted  a  code  of  conduct  that  applies  to  all  of  our  employees,  officers,  and 
directors,  including  our  Chief  Executive  Officer,  President,  Chief  Financial  Officer,  and  other  executive  and 
senior financial officers. The full text of our code of conduct will be posted on the investor relations page of our 
website. We intend to disclose any amendments to our code of  conduct, or waivers of its requirements, on our 
website or in filings under the Exchange Act.

Board of Directors 

Our  business  and  affairs  are  managed  under  the  direction  of  our  board  of  directors.  Our  board  of  directors 
currently  consists  of six  directors. Pursuant  to  our  current  certificate  of  incorporation  and  amended  and 
restated voting agreement, our current directors were elected as follows: 

•

Dr.  Amodei,  as  our  Chief  Executive  Officer,  was  elected  by  holders  of  our  Voting  Common  Stock  (as 
defined in our current certificate of incorporation) (excluding shares of Voting Common Stock issued 
or issuable upon conversion of the shares of our redeemable convertible preferred stock);

• Mr. Liddell was elected as the designee nominated by holders of our Voting Common Stock (excluding 
shares  of  Voting  Common  Stock  issued  or  issuable  upon  conversion  of  the  shares  of  our  redeemable 
convertible preferred stock); 

• Ms.  Razavi  was  elected  by  holders  of  our  Senior  Voting  Preferred  Stock  (as  defined  in  our  current 

certificate of incorporation); and

• Ms. Amodei, Mr. Hastings, and Dr. Narasimhan were elected as the designees nominated by the LTBT 

as the holder of our Class T common stock.

Our  amended  and  restated  voting  agreement  will  terminate  and  the  provisions  of  our  current  certificate  of 
incorporation  by  which  our  directors  were  elected  will  be  amended  and  restated  in  connection  with  this 
offering.  Each  of  our  current  directors  will  continue  to  serve  as  a  director  until  the  next  annual  meeting  and 
until the election and qualification of their successor, or until their earlier death, resignation, or removal.

Upon the completion of this offering, our board of directors will consist of seven authorized directors, elected as 
follows:

•

•

The  holder  of  our  Class  T  common  stock,  the  LTBT,  will  generally  have  the  authority  to  elect  and 
remove  the  four  Class  T  directors,  subject  to  the  procedures  described  in  the  section  titled  “Our 
Governance  Structure  and  Its  Goals—Long-Term  Benefit  Trust—Election  and  Removal  of  Directors.” 
The initial Class T directors will be Mr. Hastings, Dr. Narasimhan, Mr. Liddell, and one vacancy. Mr. 
Liddell will serve as the Specified Class T Director. 

The holders of our Class F common stock and Class A common stock, voting together as a single class, 
will  have  the  authority  to  elect  and  remove  the  remaining  three  directors,  who  will  initially  be  Dr. 
Amodei, Ms. Amodei, and Ms. Razavi.

For  additional  information,  see  the  sections  titled  “Description  of  Capital  Stock”  and  “Our  Governance 
Structure and Its Goals.”

Director Terms

Our  amended  and  restated  certificate  of  incorporation  that  will  become  effective  immediately  prior  to  the 
completion of this offering will provide that prior to the Class F Sunset Time, we will not have a classified board 
of directors, and all directors will be elected for annual terms. Each director’s term will continue until the next 
annual meeting and until the election and qualification of their successor, or their earlier death, resignation, or 
removal. 

Following  the  Class  F  Sunset  Time,  our  board  of  directors  will  shift  to  having  a  classified  board  of  directors 
consisting of three classes of approximately equal size, each serving staggered three-year terms. At such time, 

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