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remaining  registrable  shares),  and  piggyback  registration  rights  subject  to  exceptions  substantially  similar  to 
those  described  above  with  respect  to  our  IRA.  The  holder  of  these  registrable  shares  may  effect  up  to  three 
underwritten  offerings,  including  block  trades,  in  any  12-month  period,  subject  to  the  same  $500,000,000 
minimum,  and  registrations  under  the  Infrastructure  Partner  RRA  are  subject  to  customary  deferral  and 
blackout provisions. If the underwriters impose a cutback in an underwritten offering, shares held by our co-
founders  will  not  be  included  if  any  shares  held  by  the  holder  of  these  registrable  shares  are  excluded.  If  we 
grant  registration  rights  to  other  securityholders,  or  amend  their  existing  registration  rights,  on  terms  more 
favorable than those provided to the holder of these registrable shares, we must offer to amend the rights of the 
holder of these registrable shares to be at least as favorable, and the holder of these registrable shares is entitled 
to  proportionate  treatment  if  lock-up  or  similar  restrictions  are  waived  for  other  stockholders  in  connection 
with  a  registration,  in  each  case  subject  to  specified  exceptions.  The  Infrastructure  Partner  RRA  terminates 
upon  the  earlier  of  the  date  on  which  the  holder  of  these  registrable  shares  and  its  permitted  transferees  no 
longer hold registrable shares and the date that is nine months after the latest maturity date of any outstanding 
note issued under the Infrastructure Partner 2026 NPA. As of the date of this prospectus, no notes have been 
issued  under  the  Infrastructure  Partner  2026  NPA  and,  accordingly,  no  registrable  securities  are  outstanding 
under the Infrastructure Partner RRA.

Anti-Takeover Provisions 

Certain  provisions  of  Delaware  law,  our  amended  and  restated  certificate  of  incorporation  and  our  amended 
and restated bylaws, which will become effective immediately prior to the completion of this offering, which are 
summarized below, may have the effect of delaying, deferring, or discouraging another person from acquiring 
control of us. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate 
first with our board of directors. We believe that the benefits of increased protection of our potential ability to 
negotiate  with  an  unsolicited  acquirer  outweigh  the  disadvantages  of  discouraging  a  proposal  to  acquire  us 
because negotiation of these proposals could result in an improvement of their terms. 

Delaware Law

We have elected not to be governed by the provisions of Section 203 of the DGCL, prior to the later to occur of 
the Class F Sunset Time and the Class T Sunset Time, but our amended and restated certificate of incorporation 
will  provide  that  the  restrictions  contained  in  Section  203  will  apply  to  us  immediately  following  the  later  to 
occur of either the Class F Sunset Time or the Class T Sunset Time. Following the later to occur of the Class F 
Sunset  Time  or  the  Class  T  Sunset  Time,  we  will  thereafter  be  governed  by  Section  203,  which  generally 
prohibits  a  public  Delaware  corporation  from  engaging  in  a  “business  combination”  with  an  “interested 
stockholder”  for  a  period  of  three  years  after  the  date  of  the  transaction  in  which  the  person  became  an 
interested stockholder, unless:

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the  business  combination  or  transaction  which  resulted  in  the  stockholder  becoming  an  interested 
stockholder was approved by the board of directors prior to the time that the stockholder became an 
interested stockholder;  

upon  consummation  of  the  transaction  which  resulted  in  the  stockholder  becoming  an  interested 
stockholder, the interested stockholder owned at least 85% in voting power of the voting stock of the 
corporation outstanding at the time the transaction commenced, excluding shares owned by directors 
who are also officers of the corporation and shares owned by employee stock plans in which employee 
participants do not have the right to determine confidentially whether shares held subject to the plan 
will be tendered in a tender or exchange offer; or  

at  or  subsequent  to  the  time  the  stockholder  became  an  interested  stockholder,  the  business 
combination was approved by the board of directors and authorized at an annual or special meeting of 
the  stockholders,  and  not  by  written  consent,  by  the  affirmative  vote  of  at  least  two-thirds  of  the 
outstanding voting stock which is not owned by the interested stockholder. 

In general, Section 203 defines a “business combination” to include mergers, asset sales, and other transactions 
resulting  in  financial  benefit  to  a  stockholder  and  an  “interested  stockholder”  as  a  person  who,  together  with 
affiliates and associates, owns, or is an affiliate or associate of the corporation and within three years did own, 
15% or more in voting power of the corporation’s outstanding voting stock.

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