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Table of Contents

Changes in 
Voting Power 
and Director 
Election and 
Removal 
Rights

Class T Sunset Time
Prior to the Class T Sunset Time, the LTBT, as the 
sole holder of Class T common stock, will generally 
have the authority to elect and remove the Class T 
directors, who constitute a majority of the 
authorized members of our board of directors. The 
share of our Class T common stock has no voting 
rights with respect to matters submitted to 
stockholders generally, except as set forth within 
our amended and restated certificate of 
incorporation, including with respect to the election 
of a majority of our board of directors or as required 
by law.

Following the Class T Sunset Time, if our Class F 
common stock remains outstanding, our Class A 
common stock and Class F common stock, voting 
together as a single class, will elect all of our 
directors. Because our Class F common stock is 
entitled to an aggregate number of votes equal to 
50.1% of the total voting power of our outstanding 
shares of capital stock, the Founder LLC would have 
the ability to determine the outcome of all matters 
submitted to a vote of stockholders generally, 
including the election of all directors.

If neither our Class T common stock nor Class F 
common stock remains outstanding, our Class A 
common stock would have the ability to determine 
the outcome of all matters submitted to a vote of 
stockholders generally, including the election of all 
directors.

Class F Sunset Time
Prior to the Class F Sunset Time, our Class F 
common stock will be entitled to an 
aggregate number of votes that equals 50.1% 
of the total voting power of our outstanding 
shares of capital stock as of the applicable 
record date and, together with our Class A 
common stock, voting together as a single 
class, will elect the directors other than the 
Class T directors and decide all other matters 
put to a vote of stockholders generally.

Immediately after the Class F Sunset Time, if 
our Class T common stock remains 
outstanding, the LTBT would continue to 
have the authority to elect and remove the 
Class T directors, who would constitute a 
majority of the authorized members of our 
board of directors. However, the LTBT will 
no longer need to comply with the 
procedures for nomination, removal or 
change in the Class T director designated as 
the Specified Class T Director. In such a case, 
our Class A common stock would elect and 
remove the remaining directors and decide 
all other matters put to a vote of stockholders 
generally.

If neither our Class T common stock nor 
Class F common stock remains outstanding, 
our Class A common stock would have the 
ability to determine the outcome of all 
matters submitted to a vote of stockholders 
generally, including the election of all 
directors.

Preferred Stock 

After  the  completion  of  this  offering,  no  shares  of  our  preferred  stock  will  be  outstanding.  Pursuant  to  our 
amended  and  restated  certificate  of  incorporation  that  will  become  effective  immediately  prior  to  the 
completion of this offering, our board of directors (if 80% of the authorized members of our board of directors 
(rounded  up  or  down  to  the  nearest  whole  number  (any  exact  0.5  rounding  up))  approve)  will  have  the 
authority,  subject  to  limitations  set  forth  in  such  amended  and  restated  certificate  of  incorporation  or 
prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the 
number of shares to be included in each series and to fix the designation, powers, preferences, and rights of the 
shares of each series and any of its qualifications, limitations, or restrictions, in each case without further vote 
or action by our stockholders; provided that prior to the Class F Sunset Time, our board of directors shall not 
designate or issue any series of preferred stock without the affirmative vote or consent of the Founder LLC. Our 
board  of  directors  (if  80%  of  the  authorized  members  of  our  board  of  directors  (rounded  up  or  down  to  the 
nearest  whole  number  (any  exact  0.5  rounding  up))  approve)  can  also  increase  or  decrease  the  number  of 
shares  of  any  series  of  preferred  stock,  but  not  below  the  number  of  shares  of  that  series  then  outstanding, 
without  any  further  vote  or  action  by  our  stockholders.  Subject  to  limitations  set  forth  in  our  amended  and 
restated  certificate  of  incorporation  that  will  become  effective  immediately  prior  to  the  completion  of  this 
offering,  or  prescribed  by  Delaware  law,  we  may  authorize  the  issuance  of  preferred  stock  with  voting  or 
conversion  rights  that  could  adversely  affect  the  voting  power  or  other  rights  of  the  holders  of  our  common 
stock,  including  the  likelihood  that  such  holders  will  receive  dividend  payments  and  payments  upon 
liquidation.  If  we  were  to  issue  shares  of  preferred  stock  with  the  right  to  vote  on  matters  submitted  to  our 
stockholders generally, the voting power of our outstanding Class A common stock would be diluted, while the 
voting  power  of our  Class  F  common  stock  would  remain  fixed  at  an  aggregate  of  50.1%  of  the  total  voting 
power of our outstanding shares of capital stock as of the applicable record date with respect to such matters. 
The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other 
corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in 
control of our company and might adversely affect the market price of our Class A common stock and the voting 

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