Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the Previously Registered Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.

(1)	Securities registered hereunder may be sold separately, together, or as units with other securities registered hereunder. The securities registered hereunder include the following: (a) an indeterminate number of shares of Class A Common Stock as may be sold from time to time by the Registrant and an indeterminate number of shares of Class A Common Stock as may be issued from time to time upon conversion or exchange of any securities registered hereunder; (b) an indeterminate number of shares of preferred stock as may be sold from time to time by the Registrant and an indeterminate number of shares of preferred stock as may be issued from time to time upon conversion or exchange of any securities registered hereunder; (c) an indeterminate amount of debt securities as may be sold from time to time by the Registrant and an indeterminate amount of debt securities as may be issued from time to time upon conversion or exchange of any securities registered hereunder; (d) an indeterminable number of warrants, representing rights to purchase Class A Common Stock or preferred stock registered hereunder; (e) an indeterminable number of subscription rights, representing rights to purchase Class A Common Stock, preferred stock, debt securities or warrants registered hereunder; and (f) an indeterminable number of units, representing interests in two or more securities registered hereunder, which may or may not be separable from one another.
(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), this Registration Statement includes any additional shares of Class A Common Stock that may become issuable from time to time as a result of any stock split, stock dividend, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of shares of the Registrant’s outstanding Class A Common Stock.
(3)	Pursuant to Rule 457(o) under the Securities Act and General Instruction II.D to Form S-3, this Calculation of Registration Fee table does not specify by each class of securities being registered information as to the amount to be registered, proposed maximum offering price per security, or proposed maximum aggregate offering price. In no event will the maximum aggregate offering price of all securities issued pursuant to this Registration Statement exceed $482,000,000.
(4)	In accordance with Rule 415(a)(6) under the Securities Act, this Registration Statement carries over, as of the date of filing of this Registration Statement, $482,000,000 of unsold securities (which we refer to as the “Previously Registered Unsold Securities”) previously registered under the Registrant’s registration statement on Form S-3 (File No. 333-256342) (which we refer to as the “Prior Registration Statement”), which was initially filed with the U.S. Securities and Exchange Commission (which we refer to as the “Commission”) on May 20, 2021, and declared effective by the Commission on June 21, 2021. In connection with the registration of the offering and sale of the Previously Registered Unsold Securities under the Prior Registration Statement, the Registrant previously paid the applicable registration fee (which we refer to as the “Previously Paid Registration Fee”), which will continue to be applied to the Previously Registered Unsold Securities, and the Registrant hereby offsets any registration fee that may be due under this Registration Statement by the amount of the Previously Paid Registration Fee relating to the Previously Registered Unsold Securities. Accordingly, no registration fee is due upon the filing of this Registration Statement.