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Time and Date
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| | [•] Mountain Time, on [•], 2023 | |
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Place
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| | The special meeting will be conducted virtually via live audio webcast. You will be able to attend the special meeting virtually by visiting [•]. | |
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Items of Business
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1.
To consider and vote upon the proposal to approve the issuance of the 8% Senior Secured Convertible Notes due 2028 (the “Notes”) and shares of common stock issuable upon conversion thereof, including as a result of pay-in-kind interest, for purposes of Nasdaq Rule 5635(b) and (d) (the “Note Proposal”).
2.
To consider and vote upon the proposal to adopt an amendment to our certificate of incorporation to create a new series of common stock, par value $0.0001 per share, designated Class B Non-Voting common stock in connection with the issuance of the Notes (the “Class B Proposal”).
3.
To consider and vote upon the proposal to adopt a series of alternative amendments to our certificate of incorporation to effect a reverse stock split (the “Split Proposal”).
4.
To consider and vote upon the proposal to adjourn or postpone the special meeting, from time to time, to a later date or dates, if necessary to solicit additional proxies because there are insufficient votes to adopt any of the above proposals (the “Adjournment Proposal”).
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Record Date
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Close of business on [•], 2023
Only stockholders of record of the Class A common stock and the stockholders of the Class V common stock as of the close of business on [•], 2023 are entitled to notice of and to vote at the special meeting. As of [•], 2023, there were [•] shares of Class A common stock outstanding and [•] shares of Class V common stock outstanding.
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Voting
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| | Your vote is important. Whether or not you plan to attend the special meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone or mail as soon as possible. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. | |
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| | | | A-1-1 | | | |
| | | | A-2-1 | | | |
| | | | B-1-1 | | | |
| | | | B-2-1 | | | |
| | | | C-1 | | |
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Pre-Reverse
Stock Split |
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Post-Reverse Stock Split
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Reverse Stock Split Ratio:
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5 for 1
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10 for 1
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15 for 1
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20 for 1
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Authorized shares* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Authorized Class A Common Stock
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| | | | 1,000,000,000 | | | | | | 200,000,000 | | | | | | 100,000,000 | | | | | | 66,666,667 | | | | | | 50,000,000 | | |
Authorized Class V Common Stock
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| | | | 500,000,000 | | | | | | 100,000,000 | | | | | | 50,000,000 | | | | | | 33,333,333 | | | | | | 25,000,000 | | |
Authorized preferred stock
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| | | | 100,000,000 | | | | | | 20,000,000 | | | | | | 10,000,000 | | | | | | 6,666,667 | | | | | | 5,000,000 | | |
Total authorized shares
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| | | | 1,600,000,000 | | | | | | 320,000,000 | | | | | | 160,000,000 | | | | | | 106,666,667 | | | | | | 80,000,000 | | |
Shares issued and outstanding | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A Common Stock
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| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
Class V Common Stock
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| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
Total shares issued and outstanding
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| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
Outstanding warrants
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| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
Outstanding options, restricted stock units, and other awards
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Outstanding stock options
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| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
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Pre-Reverse
Stock Split |
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Post-Reverse Stock Split
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Reverse Stock Split Ratio:
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5 for 1
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10 for 1
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15 for 1
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20 for 1
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Outstanding restricted stock units
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| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
Total outstanding options, restricted stock units, and other awards
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| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
Shares available for future issuance under
Plans* |
| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
Total shares of Common Stock issued or reserved for future issuance
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| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
Shares of Common Stock authorized, but
not issued or reserved for future issuance |
| | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | | | | | [•] | | |
Name of Beneficial Owner(1)
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Class A Common Stock
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Class V Common Stock†
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Total Shares
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Number
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Percentage
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Number
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Percentage
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Number
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Percentage
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Greater than 5% Stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Entities affiliated with KPCB XIV Associates, LLC(2)
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| | | | 11,890,097 | | | | | | 17.4% | | | | | | — | | | | | | — | | | | | | 11,890,097 | | | | | | 9.4% | | |
Entities affiliated with Institutional Venture Partners XIII, L.P.(3)
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| | | | 9,862,867 | | | | | | 14.5% | | | | | | — | | | | | | — | | | | | | 9,862,867 | | | | | | 7.8% | | |
Entities affiliated with W Capital Partners III LP(4)
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| | | | 7,291,435 | | | | | | 10.7% | | | | | | — | | | | | | — | | | | | | 7,291,435 | | | | | | 5.8% | | |
Entities affiliated with Millennium TVP II (UPG), LLC(5)
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| | | | 5,769,239 | | | | | | 8.5% | | | | | | — | | | | | | — | | | | | | 5,769,239 | | | | | | 4.6% | | |
Entities affiliated with Revolution Portico Holdings LLC(6)
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| | | | 1,399,471 | | | | | | 2.1% | | | | | | 17,893,491 | | | | | | 30.6% | | | | | | 19,292,962 | | | | | | 15.2% | | |
Named Executive Officers and Directors:
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Brent Handler(7)
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| | | | 1,182,632 | | | | | | 1.7% | | | | | | 27,766,065 | | | | | | 47.5% | | | | | | 28,948,697 | | | | | | 22.8% | | |
Brad Handler(8)
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| | | | 564,136 | | | | | | * | | | | | | 902,646 | | | | | | 1.5% | | | | | | 1,466,782 | | | | | | 1.2% | | |
David Kallery(9)
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| | | | 56,133 | | | | | | * | | | | | | 5,782,001 | | | | | | 9.9% | | | | | | 5,838,134 | | | | | | 4.6% | | |
Robert Kaiden(10)
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Web Neighbor(11)
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| | | | 40,636 | | | | | | * | | | | | | 2,206,711 | | | | | | 3.8% | | | | | | 2,247,347 | | | | | | 1.8% | | |
Michael Armstrong(12)
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| | | | 24,077 | | | | | | * | | | | | | — | | | | | | — | | | | | | 24,077 | | | | | | * | | |
Scott Berman(13)
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| | | | 76,093 | | | | | | * | | | | | | — | | | | | | — | | | | | | 76,093 | | | | | | * | | |
Ann Payne(14)
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| | | | 24,077 | | | | | | * | | | | | | — | | | | | | — | | | | | | 24,077 | | | | | | * | | |
Eric Grosse(15)
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| | | | 24,077 | | | | | | * | | | | | | — | | | | | | — | | | | | | 24,077 | | | | | | * | | |
All directors and current executive officers as a group (8 persons)(16)
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| | | | 1,951,225 | | | | | | 2.9% | | | | | | 34,450,712 | | | | | | 58.9% | | | | | | 36,401,937 | | | | | | 28.7% | | |
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Owned Shares*
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Name
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Address
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Class A
Common Stock |
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Class V
Common Stock |
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