Contract analysis

Section 1.1 — Registered Office. The registered office of the Corporation in the State of Delaware shall be located at Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, Delaware 19904, and the name of the Corporation's registered agent at such address shall be Capitol Registered Agents LLC. The registered office and registered agent of the Corporation may be changed from time to time by resolution

Section 1.2 — Principal Office. The principal executive office of the Corporation shall be located at 450 Folsom Street, Suite 1200, San Francisco, California 94105. The Board of Directors may change the location of the principal executive office of the Corporation from time to time as it deems advisable, and shall give notice of any such change to the stockholders of the Corporation in the manner required by applica

Section 1.3 — Other Offices. The Corporation may have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require. Without limiting the generality of the foregoing, the Corporation is qualified to do business in the States of California, New York, Texas, and Illinois, and may maintain offices i

ARTICLE II — MEETINGS OF STOCKHOLDERS

Section 2.1 — Annual Meetings. An annual meeting of the stockholders of the Corporation shall be held on such date, at such time, and at such place (if any), within or without the State of Delaware, or by means of remote communication, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At each annual meeting, the stockholders shall elect directors to succeed th

Section 2.2 — Special Meetings. Special meetings of the stockholders of the Corporation may be called at any time only by (a) the Chairperson of the Board of Directors, (b) the Chief Executive Officer of the Corporation, or (c) the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors then in office. Stockholders of the Corporation shall not have the right to call or cause

Section 2.3 — Notice of Meetings. Written notice of each annual and special meeting of the stockholders of the Corporation shall be given to each stockholder of record entitled to vote at such meeting. The notice shall state the date, time, and place (if any) of the meeting, and, if the meeting is to be held by means of remote communication, the means of remote communication by which stockholders and proxyholders may

Section 2.4 — Record Date. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders, or any adjournment thereof, or to express consent to or dissent from corporate action in writing without a meeting (to the extent permitted), or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in resp

Section 2.5 — Quorum. The holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. For purposes of determining the presence of a quorum, the aggregate voting power of all outstanding shares shall be calculated

Section 2.6 — Voting. Unless otherwise required by law, the Certificate of Incorporation, or these Bylaws: (a) Each holder of shares of Class A Common Stock shall be entitled to one (1) vote per share of Class A Common Stock held of record by such holder on each matter properly submitted to a vote of the stockholders. (b) Each holder of shares of Class B Common Stock shall be entitled to ten (10) votes per share of C

Section 2.7 — Proxies. Every stockholder entitled to vote at a meeting of the stockholders, or to express consent or dissent to corporate action without a meeting (to the extent permitted), may authorize another person or persons to act for such stockholder by proxy. Such authorization may be granted by an instrument in writing or by electronic transmission in the manner permitted by Section 212 of the DGCL. No proxy

Section 2.8 — Stockholder Action by Written Consent. Following the IPO Effective Date, no action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, by written consent or electronic consent or otherwise. This prohibition on action by written consent of stockholders shall be subject to and go

Section 2.9 — Organization and Conduct of Meetings. The Chairperson of the Board of Directors shall preside at all meetings of the stockholders. In the absence of the Chairperson of the Board, the Chief Executive Officer of the Corporation shall preside at such meetings. In the absence of both the Chairperson of the Board and the Chief Executive Officer, a person appointed by the Board of Directors shall preside at s

Section 2.10 — Inspectors of Election. Before any meeting of stockholders, the Board of Directors may appoint one or more inspectors of election to act at the meeting or at any adjournment thereof. If no inspectors of election are so appointed, the chairperson of the meeting may, and upon the request of any stockholder or the stockholder's proxy shall, appoint one or more inspectors of election to act at the meeting.

Section 2.11 — Stockholder List. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make available, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 — General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided by the DGCL or the Certificate of Incorporation. In addition to the powers and authority expressly conferred upon them by statute, by the Certificate of Incorporation, or by these Bylaws, the directors are hereby empowered to exercise all such pow

Section 3.2 — Number of Directors. The total number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution adopted by a majority of the total number of directors then in office. The initial number of directors constituting the Board of Directors following the IPO shall be seven (7). No reduction in the authorized number of directors shall have the effect of

Section 3.3 — Classification of the Board. The Board of Directors shall be divided into three (3) classes, designated as Class I, Class II, and Class III, as nearly equal in number as possible. The Board of Directors is authorized to assign members of the Board already in office to such classes at the time the classification becomes effective. Each director shall serve for a term ending on the date of the third annua

Section 3.4 — Election of Directors. Directors shall be elected at each annual meeting of the stockholders by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote on the election of directors. For the avoidance of doubt, the persons receiving the greatest number of votes of the stockholders, up to the number of directors to be elected, shall b

Section 3.5 — Vacancies and Newly Created Directorships. Subject to the rights of the holders of any series of Preferred Stock then outstanding, vacancies on the Board of Directors resulting from death, resignation, disqualification, removal, or any other cause, and newly created directorships resulting from any increase in the authorized number of directors, shall be filled solely and exclusively by the affirmative

Section 3.6 — Removal of Directors. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director or the entire Board of Directors may be removed from office only for cause and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vo

Section 3.7 — Resignation of Directors. Any director may resign at any time by giving notice in writing or by electronic transmission to the Chairperson of the Board of Directors, the Chief Executive Officer, or the Secretary of the Corporation. A resignation shall be effective upon receipt thereof or at such later time as shall be specified in the notice. Unless otherwise specified therein, the acceptance of such re

Section 3.8 — Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated annual retainer. Members

Section 3.9 — Regular Meetings. Regular meetings of the Board of Directors may be held at such times, dates, and places (within or without the State of Delaware) as shall be determined from time to time by resolution of the Board of Directors. Notice of regular meetings need not be given if the time and place of such meetings have been fixed by the Board of Directors; provided, however, that if the Board of Directors

Section 3.10 — Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson of the Board of Directors, the Chief Executive Officer, or a majority of the total number of directors then in office. Notice of any special meeting of the Board of Directors shall be given to each director at least twenty-four (24) hours before the meeting if given personally, by telephone, or by electronic t

Section 3.11 — Quorum and Voting. At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The act of the Board of Directors shall require the affirmative vote of a majority of the directors present at a meeting at which a quorum is present. If a quorum shall not be present at any meeting of the Board of Directors,

Section 3.12 — Action by Written Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are file

Section 3.13 — Meetings by Telephone or Other Communications Equipment. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuan

Section 3.14 — Committees of the Board. The Board of Directors may, by resolution passed by a majority of the total number of directors then in office, designate one or more committees of the Board of Directors, each consisting of one or more directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member

Section 3.15 — Reliance on Records and Reports. A member of the Board of Directors, or a member of any committee designated by the Board of Directors, shall, in the performance of such person's duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports, or statements presented to the Corporation by any of the Corporation's officers or employees

Section 4.1 — Officers Generally. The officers of the Corporation shall include a Chief Executive Officer, a President, a Secretary, and a Chief Financial Officer, each of whom shall be appointed by the Board of Directors. The Corporation may also have, at the discretion of the Board of Directors, a Chairperson of the Board, one or more Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents),

Section 4.2 — Appointment and Term. All officers of the Corporation shall be appointed by the Board of Directors. Each officer shall hold office until a successor shall have been duly appointed and shall have qualified, or until such officer's earlier death, resignation, or removal. The appointment of an officer shall not of itself create contractual rights in favor of such officer.

Section 4.3 — Removal. Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the appointment of an officer shall not of itself create contractual rights.

Section 4.4 — Resignation. Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors, the Chairperson of the Board, the Chief Executive Officer, or the Secretary of the Corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or an effective date determined upon the happening of an event or events. Unless oth

Section 4.5 — Chief Executive Officer. The Chief Executive Officer shall have general supervision and control of the business and affairs of the Corporation, subject to the direction and oversight of the Board of Directors. In the absence of the Chairperson of the Board, the Chief Executive Officer shall preside at all meetings of the stockholders. The Chief Executive Officer shall have the power, on behalf of the Co

Section 4.6 — President. The President shall have such duties and powers as may from time to time be assigned by the Board of Directors or the Chief Executive Officer. In the absence of the Chief Executive Officer, or in the event of the Chief Executive Officer's inability or refusal to act, the President shall perform the duties of the Chief Executive Officer and, when so acting, shall have all the powers of and be

Section 4.7 — Chief Financial Officer. The Chief Financial Officer shall have custody of the corporate funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Chief Financial Officer shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be design

Section 4.8 — Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings thereat in a book or books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors in accordance with these Bylaws and as required by law. The Secreta

Section 4.9 — Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as may be assigned to them from time to time by the Board of Directors or by the officer to whom they report. The Board of Directors may delegate to any other officer of the Corporation the power to choose subordinate officers and to prescribe the respective duties and powers of such s

Section 4.10 — Compensation of Officers. The compensation of all officers of the Corporation shall be fixed by the Board of Directors or, to the extent delegated by the Board, by the Compensation Committee of the Board of Directors. No officer shall be prevented from receiving such compensation by reason of the fact that the officer is also a director of the Corporation.

ARTICLE V — ADVANCE NOTICE OF STOCKHOLDER NOMINATIONS AND OTHER BUSINESS

Section 5.1 — Annual Meetings — Nominations and Other Business. Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders at an annual meeting of the stockholders may be made only: (a) pursuant to the Corporation's notice of the meeting (or any supplement thereto) delivered by or at the direction of the Board of Directors or any duly authoriz

Section 5.2 — Advance Notice — Required Information. (a) Director Nominations. To be in proper written form, a stockholder's notice to the Secretary with respect to any nomination of a person or persons for election to the Board of Directors must set forth or be accompanied by the following: (i) as to each person whom the stockholder proposes to nominate for election as a director: (A) the name, age, business address

Section 5.3 — Proxy Access. (a) Eligibility. Whenever the Board of Directors solicits proxies with respect to the election of directors at an annual meeting of stockholders, subject to the provisions of this Section 5.3, the Corporation shall include in its proxy statement for such annual meeting, in addition to any persons nominated for election by or at the direction of the Board of Directors (or any committee ther

Section 5.4 — Special Meetings — Nominations. Only such business as shall have been brought before a special meeting pursuant to the Corporation's notice of meeting shall be conducted at such special meeting. Nominations of persons for election to the Board of Directors at a special meeting of the stockholders at which directors are to be elected pursuant to the Corporation's notice of meeting may be made only by or

Section 5.5 — General Provisions for Advance Notice. Only such persons who are nominated in accordance with the procedures set forth in this Article V shall be eligible to be elected as directors, and only such business as shall have been brought before a meeting of the stockholders in accordance with the procedures set forth in this Article V shall be conducted at such meeting. The chairperson of the meeting shall h

Section 6.1 — Stock Certificates; Uncertificated Shares. The shares of stock of the Corporation may be represented by certificates or may be uncertificated, as determined by the Board of Directors. The Board of Directors may provide by resolution that some or all of any or all classes or series of the Corporation's stock shall be uncertificated shares.