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Amendment of Certificate of Incorporation and Bylaws Provisions 

Prior  to  the  Class  F  Sunset  Time,  a  majority  of  the  voting  power  of  our  Class  A  common  stock  and  Class  F 
common  stock,  voting  together  as  a  single  class,  can  amend  certain  provisions  in  our  amended  and  restated 
certificate of incorporation and our amended and restated bylaws. Following the Class F Sunset Time, 66 2/3% 
of the voting power of our Class A common stock can amend certain provisions in our amended and restated 
certificate of incorporation and our amended and restated bylaws. 

Issuance of Undesignated Preferred Stock 

Subject  to  limitations  in  our  amended  and  restated  certificate  of  incorporation,  which  will  become  effective 
immediately prior to the completion of this offering, or prescribed by Delaware law, our board of directors will 
have  the  authority,  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, and without further action by our stockholders, to 
issue  up  to  30,000,000,000  shares  of  undesignated  preferred  stock  with  rights  and  preferences,  including 
voting rights, designated from time to time by our board of directors, 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. The existence of authorized but unissued shares of preferred stock would 
enable  our  board  of  directors  to  render  more  difficult  or  to  discourage  an  attempt  to  obtain  control  of  us  by 
means of a merger, tender offer, proxy contest, or other means. 

Exclusive Forum 

Our  amended  and  restated  bylaws,  which  will  become  effective  immediately  prior  to  the  completion  of  this 
offering,  will  provide  that,  unless  we  consent  in  writing  to  the  selection  of  an  alternative  forum,  the  Court  of 
Chancery  of  the  State  of  Delaware  (or,  if  the  Court  of  Chancery  of  the  State  of  Delaware  does  not  have 
jurisdiction, another State court in Delaware or the federal district court for the District of Delaware) will, to the 
fullest  extent  permitted  by  law,  be  the  sole  and  exclusive  forum  for  (i)  any  derivative  action  or  proceeding 
brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current 
or  former  directors,  stockholders,  or  officers  or  other  employees  to  us  or  our  stockholders,  (iii)  any  action 
arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction upon the Court of 
Chancery  of  the  State  of  Delaware,  (iv)  any  action  arising  pursuant  to  or  to  interpret,  apply,  enforce  or 
determine the validity of our amended and restated certificate of incorporation, or our amended and restated 
bylaws, or (v) any action asserting a claim governed by the internal affairs doctrine, except for, in all cases, any 
claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of 
such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 
days following such determination).

Section 22 of the Securities Act establishes concurrent jurisdiction for federal and state courts over Securities 
Act claims. Accordingly, both state and federal courts have jurisdiction to hear such claims. To prevent having 
to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, 
among  other  considerations,  our  amended  and  restated  bylaws  will  also  provide  that,  unless  we  consent  in 
writing to the selection of an alternative forum, the federal district courts of the United States will, to the fullest 
extent  permitted  by  applicable  law,  be  the  sole  and  exclusive  forum  for  resolving  any  complaint  asserting  a 
cause or causes of action arising under the Securities Act against any person in connection with any offering of 
our  securities,  including,  without  limitation,  any  auditor,  underwriter,  expert,  control  person,  or  other 
defendant.  Unless  we  consent  in  writing  to  the  selection  of  an  alternative  forum,  the  United  States  District 
Court  for  the  District  of  Delaware  will,  to  the  fullest  extent  permitted  by  applicable  law,  be  the  sole  and 
exclusive forum for the resolution of any derivative action or proceeding brought to enforce any duty or liability 
created by the Exchange Act or the rules or regulations thereunder. All other claims arising under the Exchange 
Act may be brought in any federal court of competent jurisdiction. Any person or entity purchasing, holding, or 
otherwise  acquiring  any  interest  in  our  securities  shall  be  deemed  to  have  notice  of  and  consented  to  these 
provisions. We note that stockholders cannot waive compliance (or consent to non-compliance) with the federal 
securities laws and the rules and regulations thereunder.

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