When FRVO insiders can sell

…on behalf of the underwriters, we and they will not, and will not publicly disclose an intention to, dispose of or hedge any shares of our Class A common stock or securities convertible into or exchangeable for shares of our Class A common stock during the period ending 180 days after the date of this prospectus, subject to certain exceptions. See "Underwriting" for a description of these lock-up agreements. Upon the expiration of the contractual lock-up agreements pertaining to this offering, up to an additional 205,005,185 shares of our Class A common stock will be eligible for sale in the public market, of which 89,126,623 are held by directors, executive officers and other affiliates and will be subject to volume, manner of sale and other limitations under Rule 144. Following completion of this offering, shares cove…

Upon the expiration of the contractual lock-up agreements pertaining to this offering, up to an additional 205,005,185 shares of our Class A common stock will be eligible for sale in the public market, of which 89,126,623 are held by directors, executive officers and other affiliates and will be subject to volume, manner of sale and other limitations under Rule 144. Following completion of this offering, shares covered by registration rights would represent approximately 71% of our outstanding Class A common stock (or approximately 69%, if the underwriters exercise in full their option to purchase additional shares). Registration of any of these outstanding shares of Class A common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement.

Upon the expiration of the contractual lock-up agreements pertaining to this offering, up to an additional 205,005,185 shares of our Class A common stock will be eligible for sale in the public market, of which 89,126,623 are held by directors, executive officers and other affiliates and will be subject to volume, manner of sale and other limitations under Rule 144. Following completion of this offering, shares covered by registration rights would represent approximately 71% of our outstanding Class A common stock (or approximately 69%, if the underwriters exercise in full their option to purchase additional shares). Registration of any of these outstanding shares of Class A common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement.

…rrant received upon such conversion would be subject to restrictions similar to those in the 191 Table of Contents immediately preceding paragraph and (d) the establishment by lock-up parties of trading plans under Rule 10b5-1 under the Exchange Act, provided that such plan does not provide for the transfer of lock-up securities during the restricted period. J.P. Morgan Securities LLC and BofA Securities, Inc., in their sole discretion, may release the securities subject to any of the lock-up agreements with the underwriters described above, in whole or in part at any time. Sales, short sales, or hedging transactions involving our equity securities, whether before or after this offering and whether or not we believe them to be prohibited, could adversely affect the price of our Class A common stock.

…k-up agreements between the underwriters and the lock-up parties do not apply, subject in certain cases to various conditions, to certain transactions, including (a) transfers or disposals of lock-up securities (i) as a bona fide gift or gifts or charitable contributions, or for bona fide estate planning purposes, (ii) by will or intestacy or any other testamentary document, (iii) to any member of the undersigned's immediate family or to any trust for the direct or indirect benefit of the lock-up party or any immediate family member, (iv) to a corporation, partnership, limited liability company, investment fund or other entity (A) o…

…one share of our Class A common stock at any time at the election of the holder and will convert automatically upon any transfer, except for permitted transfers, described in our Amended Charter, including transfers to immediate family members (including upon Mr. Latimer's or Dr. Norbeck's death), trusts (including grantor retained annuity trusts) for which the stockholder or their immediate family member serves as trustee, and partnerships, corporations, and other entities exclusively owned by Mr. Latimer or Dr. Norbeck or either of their immediate families, and upon the earliest to occur of (i) the first trading day following the seventh anniversary of this offering, (ii) the date on which the number of shares of Class A and Class B common stock beneficially owned by Mr.

Norbeck, each of our Co- Founders will have a right to require us to exchange any shares of Class A common stock received upon the exercise of stock options granted under our 2019 Plan and outstanding prior to the date of effectiveness of the registration statement of which this prospectus forms a part, for an equivalent number of shares of Class B common stock. This includes an aggregate of 20,269,508 shares underlying outstanding options held by Mr. Latimer and Dr. Norbeck. The Equity Award Exchange Agreement does not cover any equity awards granted to Mr.