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earnings for the applicable offering. Contributions pursuant to the non-423 component will generally be made 
on an after-tax basis in a manner determined by the administrator.

Shares of our Class A common stock will be purchased for the accounts of participants in our ESPP at a price 
per share that is not less than the lesser of (1) 85% of the fair market value of a share of our Class A common 
stock on the first date of an offering, or (2) 85% of the fair market value of a share of our Class A common stock 
on the date of purchase.

Certain Adjustments.  In the event of any change that is made in, or other events that occur with respect to, our 
Class A common stock subject to our ESPP or subject to any purchase right without the receipt of consideration 
by  the  company  through  merger,  consolidation,  reorganization,  recapitalization,  reincorporation,  stock 
dividend,  dividend  in  property  other  than  cash,  large  nonrecurring  cash  dividend,  stock  split,  liquidating 
dividend,  combination  of  shares,  exchange  of  shares,  change  in  corporate  structure,  or  other  similar  equity 
restructuring transaction, our board of directors will make appropriate and proportionate adjustments to: (1) 
the class(es) and maximum number of shares reserved under our ESPP, (2) the class(es) and maximum number 
of  shares  by  which  the  share  reserve  may  increase  automatically  each  year,  (3)  the  class(es)  and  number  of 
shares subject to, and purchase price applicable to, all outstanding offerings and purchase rights, and (4) the 
class(es) and number of shares that are subject to purchase limits under ongoing offerings.

Dissolution  or  Liquidation. In  the  event  of  a  dissolution  or  liquidation  of  the  company,  any  offering  then  in 
progress  will  be  shortened  by  setting  a  new  purchase  date  prior  to  the  consummation  of  such  proposed 
dissolution or liquidation. The board of directors will notify each participant that the purchase date has been 
changed  and  that  the  participant’s  purchase  right  will  be  exercised  automatically  on  the  new  purchase  date 
unless prior to such date the participant has withdrawn from the offering.

Corporate  Transactions. Our  ESPP  provides  that  in  the  event  of  certain  significant  corporate  transactions, 
including:  (1)  a  transfer  of  all  or  substantially  all  of  our  assets;  (2)  a  merger,  consolidation,  or  other  capital, 
reorganization or business combination transaction of the company with or into another corporation, entity, or 
person;  or  (3)  the  consummation  of  a  transaction,  or  series  of  related  transactions,  in  which  any  person 
becomes the beneficial owner, directly or indirectly, of more than 50% of our then outstanding capital stock, a 
successor  corporation  may  assume,  continue,  or  substitute  each  outstanding  purchase  right.  If  the  successor 
corporation  does  not  assume,  continue,  or  substitute  the  purchase  right,  the  participants’  accumulated 
contributions  will  be  used  to  purchase  shares  prior  to  the  corporate  transaction  and  the  purchase  rights  will 
terminate  immediately  after  such  purchase.  The  administrator  will  notify  each  participant  that  the  purchase 
date  has  been  changed  and  that  the  participant’s  purchase  right  will  be  exercised  automatically  on  the  new 
purchase date unless prior to such date the participant has withdrawn from the offering.

Spin-Off.  In  the  event  of  a  spin-off  or  similar  transaction,  our  board  of  directors  may  take  actions  deemed 
necessary or appropriate in connection with any ongoing offering, subject to compliance with applicable laws. 
In  the  absence  of  any  such  action,  if  an  entity  ceases  to  qualify  as  a  related  company  under  our  ESPP,  any 
participant in an ongoing offering employed by, or providing services to, such entity will be treated in the same 
manner as if the participant had terminated employment or service.

Amendment  or  Termination. Our  board  of  directors  has  the  authority  to  amend,  suspend,  or  terminate  our 
ESPP  at  any  time,  except  that,  subject  to  certain  exceptions  described  in  our  ESPP,  no  such  action  may 
materially impair outstanding rights under our ESPP. We will obtain stockholder approval of any amendment 
to our ESPP as required by applicable law or listing requirements. 

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