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In  addition,  our  indebtedness,  combined  with  our  other  financial  obligations  and  contractual  commitments, 
could have other important consequences. For example, they could:

• make  us  more  vulnerable  to  adverse  changes  in  general  U.S.  and  non-U.S.  economic,  industry,  and 

competitive conditions and adverse changes in government regulation;

•

•

•

limit our flexibility in planning for, or reacting to, changes in our business and our industry;

place us at a disadvantage compared to our competitors that have less or fixed rate indebtedness;

limit our ability to borrow additional amounts to fund acquisitions, for working capital, and for other 
general corporate purposes; and

• make an acquisition of our company less attractive or more difficult.

Any  of  these  factors  could  adversely  affect  our  business,  financial  condition,  and  results  of  operations.  In 
addition, if we incur additional indebtedness, the risks related to our business and our ability to service or repay 
our indebtedness would increase.

A  failure  by  us  to  comply  with  the  covenants,  including  those  tied,  in  part,  to  operational  and  performance-
based  metrics,  or  payment  obligations  under  the  A&R  Credit  Agreement  or  our  outstanding  convertible 
promissory  notes,  as  applicable,  whether  as  a  result  of  financial  constraints,  operational  challenges, 
inexperience managing complex infrastructure and large-scale capital commitments, or otherwise, could result 
in an event of default under these instruments. Upon an event of default under the A&R Credit Agreement, the 
lenders  would  have  the  right  to  accelerate  all  amounts  outstanding  and  exercise  other  remedies  available  to 
them,  including  enforcing  their  rights  against  the  collateral  securing  the  A&R  Credit  Agreement.  An  event  of 
default  under  our  outstanding  convertible  promissory  notes  would  similarly  give  the  noteholders  the  right  to 
declare  all  amounts  outstanding  under  our  outstanding  convertible  promissory  notes  immediately  due  and 
payable. If the indebtedness under the A&R Credit Agreement and/or outstanding convertible promissory notes 
were to be accelerated, we may not have sufficient cash or be able to borrow sufficient funds to refinance such 
indebtedness  or  sell  sufficient  assets  to  repay  such  indebtedness,  which  could  adversely  affect  our  business, 
cash flows, financial condition, and results of operations. Even if we were able to obtain new financing, it may 
not be on commercially reasonable terms or on terms that are acceptable to us.

We may not have the ability to raise the funds necessary to repay the principal and accrued 
interest of our outstanding convertible promissory notes or the A&R Credit Agreement in cash 
when  required  by  the  terms  of  the  notes  or  the  A&R  Credit  Agreement,  as  applicable,  or  at 
their maturity.

In connection with the completion of this offering, the Amazon Notes will convert into Class N common stock, 
subject, in each case, to an ownership cap as set forth in the Amazon Notes, which may be waived at Amazon’s 
election.  In  the  event  that  any  of  the  notes  comprising  the  Amazon  Notes  cannot  be  fully  converted  without 
exceeding  the  ownership  cap  applicable  to  such  notes,  the  balance  of  any  such  notes  will  remain  outstanding 
and will automatically convert, subject to Amazon’s ownership cap, into shares of our Class N common stock at 
the applicable conversion price at the end of each fiscal quarter following the completion of this offering. To the 
extent  any  of  our  convertible  promissory  notes  remain  outstanding,  or  if  we  issue  any  additional  convertible 
promissory notes following the completion of this offering, we will be required to repay such note in cash at its 
maturity, unless earlier converted or repaid pursuant to the terms of such note. In addition, we will be required 
to repay in full all amounts outstanding under the A&R Credit Agreement upon its maturity. However, we may 
not have enough available cash on hand or be able to obtain financing at the time we are required to make any 
repayments on outstanding convertible promissory notes or under the A&R Credit Agreement.

Our  failure  to  repay  any  outstanding  convertible  promissory  notes  or  amounts  outstanding  under  the  A&R 
Credit Agreement, as applicable, at a time when the repayment is required, or to pay cash upon any conversion 
of outstanding convertible promissory notes, as applicable, as required pursuant to the terms of each note or 
the  applicable  NPA,  would  constitute  a  default  thereunder.  A  default  under  an  outstanding  convertible 
promissory note and/or the applicable NPA as well as the A&R Credit Agreement could also lead to a default 
under agreements governing our existing and future indebtedness. If the payment of the related indebtedness 
were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay 

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