DESCRIPTION OF CAPITAL STOCK
The rights of our stockholders are governed by Delaware General Corporation Law (DGCL), our amended and restated certificate of incorporation, as
amended (our Certificate of Incorporation), and our amended and restated bylaws (our Bylaws). For information on how to obtain a copy of our Certificate of Incorporation and Bylaws, see the information described below under
the headings Incorporation of Certain Information by Reference and Where You Can Find More Information.
The following is a
summary of the material terms and provisions of our capital stock and is qualified in its entirety by reference to our Certificate of Incorporation and the amendment thereto and our Bylaws, which are incorporated by reference herein, and to the
applicable provisions of the DGCL. This summary does not purport to be complete and may not contain all the information that is important to you.
Authorized Capital Stock
Under our Certificate of
Incorporation, our authorized capital stock consists of 1,250,000,000 shares of Class A Common Stock, par value $0.01 per share, and 20,000,000 shares of Preferred Stock, par value $0.01 per share. As of September 21, 2023, there were
857,992,692 shares of Class A Common Stock outstanding, 1,000,000 shares of Series A Preferred Stock outstanding, and 146,057 shares of Series B Convertible Preferred Stock outstanding.
Class A Common Stock
Holders of our Class A Common Stock are entitled to receive dividends, as and when declared by our board of directors (the
Board), out of our legally available assets, in cash, property, shares of our Class A Common Stock or other securities, after payments of dividends required to be paid on outstanding Preferred Stock, if any.
Holders of our Class A Common
Stock are entitled to one vote per share on all matters submitted to a vote of our stockholders, unless otherwise required by our Certificate of Incorporation or Bylaws. At all meetings of the stockholders at which a quorum is present, except as
otherwise required by law, the Certificate of Incorporation or the Bylaws, any question brought before any meeting of stockholders other than the election of directors, shall be decided by the affirmative vote of the holders of a majority of the
votes cast. Elections of directors shall be decided by a plurality of the votes cast.
Stockholder Action by Written Consent
Any action that can be taken at a meeting of the stockholders may be taken by written consent in lieu of the meeting if we receive consents signed by
stockholders having the minimum number of votes that would be necessary to approve the action at a meeting at which all shares entitled to vote on the matter were present.
Right to Receive Liquidation Distributions
our liquidation, dissolution or winding up, the assets legally available for distribution to our stockholders will be distributable ratably among the holders of Class A Common Stock, subject to prior satisfaction of all outstanding debts and
other liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding Preferred Stock.
Certificate of Incorporation and Bylaws
Our Board and our stockholders are authorized to adopt, amend or repeal our Bylaws. The approval of our
Board is required to amend our Certificate of Incorporation. In addition, Section 242(b)(2) of the DGCL requires that