BENCHMARK
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each entity listed on Schedule A attached
hereto (each a "Granting Entity," and collectively the "Granting Entities") and
each person listed on Schedule B attached hereto (each, a "Granting Equity
Holder" and collectively, the "Granting Equity Holders"), hereby constitutes and
appoints AN-YEN E. HU its true and lawful attorney-in-fact (the
"Attorney-in-Fact") to act for and on behalf of such person in its own capacity
and in its capacity as a manager, member, general partner or similar control
person ("Control Person") of any other Granting Entity to:
a. execute contracts, agreements, instruments, certificates and documents
that arise in the ordinary course of business on behalf of such person
in its own capacity and in its capacity as a Control Person in
accordance with and subject to the provisions of the relevant governing
documents of such person and applicable law, including, but not limited
to, stock powers, stock purchase agreements, voting agreements, co-sale
agreements, investor rights agreements, management rights agreements,
proxies, ballots, indemnification agreements, waivers, stockholder
written consents or amendments or modifications to any of the
foregoing, and documents related to opening and maintaining bank and
brokerage accounts;
b. execute, individually or jointly with any other reporting persons, any
and all reports, notices, communications and other documents
(including, but not limited to, reports or filings on Form ADV, Form D,
Schedule 13D, Schedule 13G, Form 13-F, Form 13H, Form 3, Form 4, Form 5
and any applicable registration statements) that such Granting Entity
or Granting Equity Holder may be required to file with any foreign or
domestic regulatory authority, including, but not limited to, the
United States Securities and Exchange Commission pursuant to the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940 or the Investment Advisers Act of
1940, each as amended and with the implementing rules and regulations
thereto (collectively, the "Reports") with respect to such person's (i)
status as an officer, member or director of, or (ii) ownership of, or
transactions in, securities of, any entity whose securities are
beneficially owned (directly or indirectly) by such person;
c. do and perform any and all acts for and on behalf of such Granting
Entity or Granting Equity Holder that may be necessary or desirable to
complete and execute any such Reports and timely file such forms,
reports, notices and schedules with the United States Securities and
Exchange Commission and any stock exchange or other domestic or foreign
authority; and
d. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, such
Granting Entity or Granting Equity Holder, it being understood that the
documents executed by such attorney-in-fact on behalf of such person,
pursuant to this Power of Attorney, shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve
in his discretion.
Each Granting Entity and Granting Equity Holder hereby grants to such
attorney-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary, and proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as such person might or could do if personally present, with full power
of revocation, hereby ratifying and confirming all that such attorney-in-fact,
or his substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. Each
Granting Entity and Granting Equity Holder acknowledges that no such
attorney-in-fact, in serving in such capacity at the request of such person, is
hereby assuming, nor is any other Granting Entity or Granting Equity Holder
hereby assuming, any of such person's responsibilities to comply with Section 16
or Section 13 of the Securities Exchange Act of 1934 or otherwise.
One or more additional Granting Entities or Granting Equity Holders may
become a party to this Power of Attorney after the date hereof without the
consent of any of the other parties hereto by executing a counterpart to this
Power of Attorney. Schedule A and Schedule B shall be amended from time to time
by the attorney-in-fact to reflect the addition or removal of any Granting
Entity or Granting Equity Holder.
This Power of Attorney shall remain in full force and effect with respect
to a Granting Entity or a Granting Equity Holder until the delivery by such
Granting Entity or Granting Equity Holder to the Attorney-in-Fact at his last
known business address of a written revocation, in whole or in part, of this
Power of Attorney.
[Remainder of page left blank]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed effective as of July 13, 2020.
GRANTING ENTITIES
BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C.
By: /s/ Steven M. Spurlock
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Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C.
By: /s/ Steven M. Spurlock
------------------------------------------
Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL PARTNERS V, L.P.
By: Benchmark Capital Management Co. V,
L.L.C., its general partner
By: /s/ Steven M. Spurlock
-----------------------------------------
Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND V, L.P.
By: Benchmark Capital Management Co. V,
L.L.C., its general partner
By: /s/ Steven M. Spurlock
------------------------------------------
Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND V-A, L.P.
By: Benchmark Capital Management Co. V,
L.L.C., its general partner
By: /s/ Steven M. Spurlock
------------------------------------------
Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND V-B, L.P.
By: Benchmark Capital Management Co. V,
L.L.C., its general partner
By: /s/ Steven M. Spurlock
------------------------------------------
Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK CAPITAL PARTNERS VII, L.P.
By: Benchmark Capital Management Co. VII,
L.L.C., its general partner
By: /s/ Steven M. Spurlock
------------------------------------------
Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND VII, L.P.
By: Benchmark Capital Management Co. VII,
L.L.C., its general partner
By: /s/ Steven M. Spurlock
-----------------------------------------
Name: Steven M. Spurlock
Title: Managing Member
BENCHMARK FOUNDERS' FUND VII-B, L.P.
By: Benchmark Capital Management Co. VII,
L.L.C., its general partner
By: /s/ Steven M. Spurlock
------------------------------------------
Name: Steven M. Spurlock
Title: Managing Member
GRANTING EQUITY HOLDERS
By: /s/ Alexandre Balkanski
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Alexandre Balkanski
By: /s/ Matthew R. Cohler
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Matthew R. Cohler
By: /s/ Bruce W. Dunlevie
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Bruce W. Dunlevie
By: /s/ Peter H. Fenton
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Peter H. Fenton
By: /s/ J. William Gurley
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J. William Gurley
By: /s/ Kevin R. Harvey
------------------------------------------
Kevin R. Harvey
By: /s/ Robert C. Kagle
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Robert C. Kagle
By: /s/ Mitchell H. Lasky
-----------------------------------------
Mitchell H. Lasky
By: /s/ Steven M. Spurlock
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Steven M. Spurlock
SCHEDULE A
GRANTING ENTITIES
BENCHMARK CAPITAL MANAGEMENT CO. V, L.L.C.
BENCHMARK CAPITAL MANAGEMENT CO. VII, L.L.C.
BENCHMARK CAPITAL PARTNERS V, L.P.
BENCHMARK FOUNDERS' FUND V, L.P.
BENCHMARK FOUNDERS' FUND V-A, L.P.
BENCHMARK FOUNDERS' FUND V-B, L.P.
BENCHMARK CAPITAL PARTNERS VII, L.P.
BENCHMARK FOUNDERS' FUND VII, L.P.
BENCHMARK FOUNDERS' FUND VII-B, L.P.
SCHEDULE B
GRANTING EQUITY HOLDERS
Alexandre Balkanski
Matthew R. Cohler
Bruce W. Dunlevie
Peter H. Fenton
J. William Gurley
Kevin R. Harvey
Robert C. Kagle
Mitchell H. Lasky
Steven M. Spurlock