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2026 Employee Stock Purchase Plan

General.  Our  ESPP  was  adopted  by  our  board  of  directors  on  September  1,  2026,  and  approved  by  our 
stockholders on October 22, 2026. Our ESPP will become effective as of the day immediately prior to the day 
the registration statement of which this prospectus forms a part is effective.  

Our  ESPP  includes  two  components:  a  423  component  and  a  non-423  component.  We  intend  the  423 
component to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code. The 
non-423 component authorizes grants of purchase rights that do not comply with Section 423 of the Code.

Share Reserve. The maximum aggregate number of shares that may be issued under our ESPP is            shares 
of our Class A common stock. 

In addition, the number of shares that may be issued under our ESPP will be increased on the first day of each 
fiscal  year  beginning  with  our  2027  fiscal  year  and  ending  on  (and  including)  the  first  day  of  our  2036  fiscal 
year, in an amount equal to the lesser of: (i) 1% of the total number of shares of our common stock (including 
only all classes of common stock issued by the company that carry economic rights) outstanding on the last day 
of the calendar month prior to the date of such automatic increase (calculated on an as-converted basis); and 
(ii) such number of shares determined by our board of directors.

Plan  Administration. Our  ESPP  is  administered  by  our  board  of  directors  or  a  committee  designated  by  our 
board  of  directors.  Our  board  of  directors  has  delegated  its  authority  to  administer  our  ESPP  to  our 
compensation committee.

Eligibility.  Generally,  all  regular  employees,  including  executive  officers,  employed  by  us  or  by  any  of  our 
designated  affiliates  and  specified  service  providers  (including  non-U.S.  service  providers)  of  the  company  or 
our designated affiliates may participate in our ESPP.

Employees may have to satisfy one or more of the following service requirements before participating in the 423 
components of our ESPP, as determined by the administrator, including: (1) continuous service with us or one 
of  our  affiliates  for  at  least  two  years  (or  such  lesser  period  of  time  as  may  be  determined  by  our  board  of 
directors), (2) being customarily employed for more than 20 hours per week (or such lesser period of time as 
may be determined by our board of directors), (3) being customarily employed for more than five months per 
calendar year (or such lesser period of time as may be determined by our board of directors), (4) is not a highly 
compensated employee within the meaning of Section 423(b)(4)(D) of the Code, or (5) such other criteria as our 
board  of  directors  may  determine  to  be  consistent  with  Section  423  of  the  Code.  No  employee  may  purchase 
shares under the 423 component of our ESPP at a rate in excess of $25,000 worth of our Class A common stock 
based on the fair market value per share of our Class A common stock at the beginning of an offering for each 
year  such  a  purchase  right  is  outstanding.  Finally,  no  employee  will  be  eligible  for  the  grant  of  any  purchase 
rights under the 423 component of our ESPP if immediately after such rights are granted, such employee has 
voting power over 5% or more of our outstanding capital stock measured by vote or value under Section 424(d) 
of the Code.   

Offerings.  Our  ESPP  is  implemented  through  offerings  pursuant  to  which  participants  are  granted  rights  to 
purchase  shares  of  our  Class  A  common  stock  on  specified  dates  during  such  offerings.  Under  our  ESPP,  we 
may  specify  offerings  with  durations  of  not  more  than  27  months  and  may  specify  shorter  purchase  periods 
within  each  offering.  Each  offering  will  have  one  or  more  purchase  dates  on  which  shares  of  our  Class  A 
common stock will be purchased by participants in the offering. An offering under our ESPP may be terminated 
under certain circumstances. The administrator will have the discretion to structure an offering so that if the 
fair  market  value  of  a  share  of  our  Class  A  common  stock  on  the  first  trading  day  of  a  new  purchase  period 
within that offering is less than or equal to the fair market value of a share of our Class A common stock on the 
offering date for that offering, then that offering will terminate immediately as of that first trading day, and the 
participants in such terminated offering will be automatically enrolled in a new offering beginning on the first 
trading day of such new offering.

Payroll  Deductions. Participants  who  are  employees  may  generally  make  contributions  through  payroll 
deductions (unless otherwise required by law or provided for in an offering). In the case of an offering under the 
423  component,  such  percentage  or  maximum  dollar  amount  of  contributions  may  not  exceed  15%  of  their 

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