Summary of the A&R 2021 Plan Under the A&R 2021 Plan, the Company has reserved an aggregate of 4,800,000 shares of our Class A common stock for issuance thereunder, which includes the additional 1,500,000 shares covered under this Proposal 3. Additionally, the number of shares reserved for issuance increases automatically on January 1 of each calendar year beginning in 2022 by the lesser of (i) 2.0% of the number of outstanding shares of our Class A common stock as of December 31 of the preceding calendar year, or (ii) such lesser number of shares of our Class A common stock determined by our Board of Directors. The number of shares of our Class A common stock is also subject to adjustment in the event of a recapitalization, stock split, reclassification, stock dividend, or other change in our capitalization. In addition, the following shares of our Class A common stock will be available for grant and issuance under the A&R 2021 Plan: • shares subject to stock options or SARs granted under the A&R 2021 Plan that cease to be subject to the stock option or SAR for any reason other than exercise of the stock option or SAR pursuant to the A&R 2021 Plan; • shares subject to awards granted under the A&R 2021 Plan that are subsequently forfeited or reacquired by us prior to vesting; • shares subject to awards granted under the A&R 2021 Plan that otherwise terminate without shares being issued; • shares surrendered, canceled, or exchanged for cash or a different award (or combination thereof) under the A&R 2021 Plan; and • shares subject to awards under the A&R 2021 Plan that are used to pay the exercise price of an award or withheld to satisfy the tax withholding obligations related to any award. Plan Administration The A&R 2021 Plan will be administered by our compensation committee (all of the members of which are independent directors under the applicable Nasdaq listing standards and SEC rules and non-employee directors as defined pursuant to Rule 16b-3 of the Exchange Act), or by our board of directors acting in place of our compensation committee. Our compensation committee will have the authority to construe and interpret the A&R 2021 Plan, grant awards, and make all other determinations necessary or advisable for the administration of the A&R 2021 Plan. The compensation committee or the Board of Directors may delegate to a committee of one or more employees who are members of the Board of Directors the authority to grant or amend awards or to take other administrative actions, subject to limitations in the A&R 2021 Plan. Awards and Eligible Participants The A&R 2021 Plan authorizes the award of stock options, SARs, restricted stock awards, RSUs, performance awards, and stock bonuses. The A&R 2021 Plan provides for the grant of awards to our employees, directors, and certain independent contractors. Restricted Stock Units RSUs, which are the only equity grants currently issued under the 2021 Plan and contemplated to be granted under the A&R 2021 Plan, represent the right of the holder to receive shares of our Class A common stock at a specified date in the future, subject to forfeiture of that right due to termination of employment. If an RSU has not been forfeited then, on the specified date, we will deliver to the holder of the RSU shares of our Class A common stock. Corporate Transaction If we are party to a corporate transaction, all outstanding grants may be canceled in connection with a cash payment to the participant, or assumed by the surviving company. 22
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