DESCRIPTION OF CAPITAL STOCK
The following summary of the material terms of our common stock is not intended to be a complete summary of the rights and preferences. We
urge you to read our certificate of incorporation, which is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part, in its entirety for a complete description of the rights and preferences of our
common stock.
Authorized and Outstanding Stock
Our certificate of incorporation authorizes the issuance of 261,000,000 shares of capital stock, consisting of (i) 260,000,000 shares of Common
Stock, including 250,000,000 shares of Class A Common Stock, $0.0001 par value per share and 10,000,000 shares of undesignated common stock, and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share.
As of April 6, 2023, there were (i) 149,961,428 shares of Class A Common Stock issued and outstanding and (ii) no shares
of preferred stock outstanding.
Common Stock
Voting Power
Except as otherwise required
by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common stock possess all voting power for the election of our directors and all other matters requiring stockholder action and are
entitled to one vote per share on matters to be voted on by stockholders. The holders of Class A Common Stock shall at all times vote together as one class on all matters submitted to a vote of the holders of common stock under our certificate
of incorporation.
With respect to any matter other than the election of directors or a matter for which the affirmative vote of the
holders of a specified portion of the shares entitled to vote is required under Delaware law or by our certificate of incorporation, the act of the stockholders shall be the affirmative vote of the holders of a majority of the shares entitled to
vote on, and voted for or against, the matter at a meeting of stockholders at which a quorum is present; provided that, for purposes thereof, all abstentions and broker non-votes shall not be counted as voted
either for or against such matter.
Dividends
Subject to the rights, if any, of the holders of any outstanding shares of preferred stock, under our certificate of incorporation, holders of
Class A Common Stock will be entitled to receive such dividends and other distributions, if any, as may be declared from time to time by our board of directors in its discretion out of funds legally available therefor and shall share equally on
a per-share basis in such dividends and distributions.
Liquidation, Dissolution and Winding Up
In the event of the voluntary or involuntary liquidation, dissolution or winding-up of the Company, the
holders of common stock will be entitled to receive the remaining assets of the Company available for distribution to stockholders, ratably in proportion to the number of shares of common stock held by them, after the rights of holders of the
preferred stock have been satisfied.
Preemptive or Other Rights
Our stockholders have no preemptive or other subscription rights, and there are no sinking fund or redemption provisions applicable to our
common stock. The rights, preferences and privileges of the holders of common stock are subject to and may be adversely affected by the rights of holders of shares of any series of preferred stock that we may designate in the future. The rights,
preferences and privileges that may be granted to holders of our preferred stock, were we to issue such preferred stock, could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, and sinking fund
terms, any or all of which may be greater than the rights of common stock. Our issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and
payments upon liquidation.
Election of Directors
Our board of directors is currently divided into three classesClass I, Class II and Class III with only one class of
directors being elected in each year and each class serving a three-year term. There is no cumulative voting with respect to the election of directors. Accordingly, directors are elected by a plurality of the votes cast at an annual meeting of
stockholders by holders of our Class A Common Stock.
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