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directors constituting our board of directors will be permitted to be set with the approval of a majority of the 
authorized members of our board of directors. These provisions would prevent a stockholder from increasing 
the  size  of  our  board  of  directors  and  then  gaining  control  of  our  board  of  directors  by  filling  the  resulting 
vacancies  with  its  own  nominees.  This  will  make  it  more  difficult  to  change  the  composition  of  our  board  of 
directors. 

Advance Notice Requirements for Stockholder Proposals and Director Nominations 

Our amended and restated bylaws will provide advance notice procedures for stockholders, other than holders 
of  Class  T  common  stock  or  Class  F  common  stock  nominating  directors  in  accordance  with  nomination 
procedures in our certificate of incorporation or the Stockholders’ Agreement, seeking to bring business before 
our  annual  meeting  of  stockholders  or  to  nominate  candidates  for  election  as  directors  at  a  meeting  of 
stockholders. Our amended and restated bylaws will also specify certain requirements regarding the form and 
content  of  a  stockholder’s  notice.  These  provisions  might  preclude  our  stockholders  from  bringing  matters 
before  our  annual  meeting  of  stockholders  or  from  making  nominations  for  directors  at  a  meeting  of 
stockholders if the proper procedures are not followed. In addition, our NGC will also have the right to receive 
30 days’ prior written notice of any nomination of persons to serve as a director by the LTBT or the Founder 
LLC  or  the  proposed  removal  of  such  directors,  as  well  as  appointments  and  removals  of  the  Trustees  of  the 
LTBT.  Our  NGC  may  waive  such  notice  periods  in  its  discretion.  We  expect  that  these  provisions  may  also 
discourage  or  deter  a  potential  acquirer  from  conducting  a  solicitation  of  proxies  to  elect  the  acquirer’s  own 
slate of directors or otherwise attempting to obtain control of our company. 

Special Meetings of Stockholders

Our  amended  and  restated  certificate  of  incorporation  and  amended  and  restated  bylaws  will  provide  that 
special meetings of stockholders may be called only by (i) our board of directors acting pursuant to a resolution 
adopted by a majority of the authorized members of our board of directors; (ii) the chairperson of our board of 
directors; (iii) our Chief Executive Officer; (iv) our President; (v) following the Class F Sunset Time, a majority 
of the directors who are not Class T directors; (vi) prior to the Class F Sunset Time and only with respect to a 
special meeting at which holders of our Class E common stock will be asked to vote on a proposal, the secretary 
of the company; or (vii) prior to the Class F Sunset Time, the Founder LLC as the holder of our Class F common 
stock.

No Cumulative Voting 

The  DGCL  provides  that  stockholders  are  not  entitled  to  cumulate  votes  in  the  election  of  directors  unless  a 
corporation’s  certificate  of  incorporation  provides  otherwise.  Our  amended  and  restated  certificate  of 
incorporation does not provide for cumulative voting. 

Action by Written Consent

Prior  to  the  Class  F  Sunset  Time  and  the  Class  T  Sunset  Time,  stockholders  may  act  by  written  consent  only 
with respect to (i) any action to nominate, elect, or remove directors or appoint a director to fill any vacancy or 
newly  created  directorship;  (ii)  any  action  to  satisfy  certain  redemption  and  protective  provisions  in  our 
amended and restated certificate of incorporation related to our Class F common stock, Class T common stock, 
and  Class  E  common  stock;  and  (iii)  any  matter  in  which  stockholders  vote  together  as  a  single  class  if  such 
matter is first approved or requested by our board of directors. From and after the Class T Sunset Time, only 
the  holder  of  the  share  of  Class  F  common  stock  may  act  by  written  consent,  and  from  and  after  the  Class  F 
Sunset Time, only the holder of the share of Class T common stock may act by written consent, in each case, 
only with respect to the actions described above. From and after the occurrence of both the Class F Sunset Time 
and the Class T Sunset Time, any action required or permitted to be taken by the stockholders must be effected 
at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing by 
such stockholders. Notwithstanding the foregoing, any action required or permitted to be taken by the holders 
of Class E common stock must be effected at a duly called annual or special meeting of stockholders and may 
not be effected by any consent in writing by such stockholders. 

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