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on  any  outstanding  shares  of  our  capital  stock.  In  the  event  of  our  liquidation,  dissolution,  or  winding-up, 
holders  of  our  Class  T  common  stock,  Class  F  common  stock,  and  Class  E  common  stock  shall  be  entitled  to 
receive par value ($0.00001) per share but shall not otherwise participate in such distributions.

Fully Paid and Non-Assessable 

In connection with this offering, our legal counsel will opine that the shares of our Class A common stock to be 
issued in this offering will be fully paid and non-assessable. 

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 the 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) our 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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