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Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws 
Provisions 

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, will include a number of provisions that 
could deter hostile takeovers or delay or prevent changes in control of our board of directors or management 
team, including but not limited to the following: 

Multi-Class Common Stock

As  described  above  in  the  section  titled  “—Common  Stock—Voting  Rights,”  our  amended  and  restated 
certificate of incorporation provides for a multi-class common stock structure. Under this governance structure, 
we expect that the LTBT and the Founder LLC will collectively have the ability to elect all members of our board 
of directors, and the Founder LLC will have the ability to determine the outcome of all matters submitted to a 
vote  of  our  stockholders  generally  for  the  foreseeable  future,  including  the  approval  by  our  stockholders  of 
significant corporate transactions such as a merger or other sale of our company or its assets. Such transactions 
also  require  approval  of  our  board  of  directors,  a  majority  of  whom  are  elected  by  the  LTBT.  Holders  of  our 
Class A common stock generally will not be able to affect the outcome of any matter submitted to a vote of our 
stockholders or the election of our directors, regardless of how they vote, unless a majority of the Continuing 
Founders  cannot  agree  on  how  our  Class  F  common  stock  will  be  voted  (in  which  case  our  Class  F  common 
stock will generally be voted proportionately with the votes of our Class A common stock cast on the matter).

Classified Board

Our  amended  and  restated  certificate  of  incorporation  that  will  become  effective  immediately  prior  to  the 
completion of this offering will provide that prior to the Class F Sunset Time, we will not have a classified board 
of directors, and all directors will be elected for annual terms. Each director’s term will continue until the next 
annual  meeting  and  until  the  election  and  qualification  of  his  or  her  successor,  or  his  or  her  earlier  death, 
resignation, or removal. 

Following  the  Class  F  Sunset  Time,  our  board  of  directors  will  shift  to  having  a  classified  board  of  directors 
consisting of three classes of approximately equal size, each serving staggered three-year terms. At such time, 
our directors would be assigned by the then-current board of directors to a class. If our Class T common stock 
remains outstanding, the Class T directors and the remaining directors shall be allocated among the classes so 
that each class includes a proportionate number of Class T directors and other directors. Upon expiration of the 
term  of  a  class  of  directors,  directors  for  that  class  would  each  be  elected  for  a  three-year  term  at  the  annual 
meeting of stockholders in the year in which that term expires. As a result, only one class of directors would be 
elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their 
respective three-year terms. Each director’s term would continue until the third annual meeting of stockholders 
following their election and until his or her successor has been elected and qualified, or until his or her earlier 
death, resignation, or removal. Any increase or decrease in the number of directors would be distributed among 
the three classes so that, as nearly as practicable, each class would consist of one-third of our directors. 

Board Vacancies  

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that (i) 
prior to the Class T Sunset Time, only the holder of our Class T common stock can fill vacant directorships of 
any Class T director, subject to the nomination procedures for the Specified Class T Director; and (ii) prior to 
the Class F Sunset Time, vacant or newly created directorships for any directors other than our Class T directors 
can be filled by (a) our board of directors, in accordance with, and following receipt of written notice from, the 
Founder  LLC  recommending  the  person  proposed  to  fill  such  director  seat  or  (b)  the  holders  of  our  Class  A 
common stock and Class F common stock, voting together or acting by written consent. Following the Class F 
Sunset Time, only our board of directors will be permitted to fill vacant or newly created directorships for any 
directors  other  than  our  Class  T  directors.  Prior  to  the  Class  T  Sunset  Time,  the  number  of  directors 
constituting  our  board  of  directors  will  be  permitted  to  be  set  only  with  the  approval  of  80%  of  authorized 
members of our board of directors (rounded up or down to the nearest whole number (any exact 0.5 rounding 
up)); provided that until the earlier to occur of the Class F Sunset Time or the Class T Sunset Time, such total 
number  of  authorized  directors  must  be  an  odd  number.  Following  the  Class  T  Sunset  Time,  the  number  of 

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