0001062993-20-006195.txt : 20201209 0001062993-20-006195.hdr.sgml : 20201209 20201209210942 ACCESSION NUMBER: 0001062993-20-006195 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20201209 FILED AS OF DATE: 20201209 DATE AS OF CHANGE: 20201209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC US (TTGP), LTD. CENTRAL INDEX KEY: 0001607841 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 201379225 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SC XII MANAGEMENT LLC CENTRAL INDEX KEY: 0001374246 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 201379226 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650 854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL XII A DELAWARE L P CENTRAL INDEX KEY: 0001367770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 201379227 BUSINESS ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P CENTRAL INDEX KEY: 0001380096 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 201379228 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL XII PRINCIPALS FUND LLC CENTRAL INDEX KEY: 0001447932 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 201379229 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEONE DOUGLAS M CENTRAL INDEX KEY: 0001195580 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 201379230 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BOTHA ROELOF CENTRAL INDEX KEY: 0001222287 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 201379231 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCGF V Management, L.P. CENTRAL INDEX KEY: 0001552459 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 201379232 BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOETZ JAMES J CENTRAL INDEX KEY: 0001219231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39778 FILM NUMBER: 201379233 MAIL ADDRESS: STREET 1: C/O SEQUOIA CAPITAL STREET 2: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Airbnb, Inc. CENTRAL INDEX KEY: 0001559720 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340] IRS NUMBER: 263051428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 888 BRANNAN ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: 415.800.5959 MAIL ADDRESS: STREET 1: 888 BRANNAN ST. CITY: SAN FRANCISCO STATE: CA ZIP: 94103 3 1 form3.xml INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES X0206 3 2020-12-09 0 0001559720 Airbnb, Inc. ABNB 0001607841 SC US (TTGP), LTD. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001374246 SC XII MANAGEMENT LLC 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001367770 SEQUOIA CAPITAL XII A DELAWARE L P 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001380096 SEQUOIA TECHNOLOGY PARTNERS XII A DELAWARE L P 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001447932 SEQUOIA CAPITAL XII PRINCIPALS FUND LLC 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001195580 LEONE DOUGLAS M 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001222287 BOTHA ROELOF 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001552459 SCGF V Management, L.P. 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 0001219231 GOETZ JAMES J 2800 SAND HILL ROAD, SUITE 101 MENLO PARK CA 94025 0 0 1 0 Class A Common Stock 691612 I See Footnotes Class B Common Stock 0 Class A Common Stock 112934 I See Footnotes Series Seed Preferred Stock 0 Class B Common Stock 60549864 I See Footnotes Series A Preferred Stock 0 Class B Common Stock 8837568 I See Footnotes Series B Preferred Stock 0 Class B Common Stock 90564 I See Footnotes Series C Preferred Stock 0 Class B Common Stock 6098400 I See Footnotes Series D Preferred Stock 0 Class B Common Stock 3684324 I See Footnotes Series E Preferred Stock 0 Class B Common Stock 612280 I See Footnotes Series F Preferred Stock 0 Class B Common Stock 1291598 I See Footnotes Includes 575,004 shares held by Sequoia Capital Global Growth Fund II, L.P. (GGF II), 7,102 shares held by Sequoia Capital Global Growth II Principals Fund, L.P. (GGF II PF), 102,816 shares held by Sequoia Capital U.S. Growth Fund VII, L.P. (US GF VII) and 6,690 shares held by Sequoia Capital U.S. Growth VII Principals Fund, L.P. (US GF VII PF). SC XII Management, LLC (SC XII LLC) is the general partner of each of Sequoia Capital XII, L.P. (SC XII) and Sequoia Technology Partners XII, L.P. (STP XII), and the managing member of Sequoia Capital XII Principals Fund, LLC (SC XII PF). As a result, SC XII LLC may be deemed to share voting and dispositive power with respect to the shares held by SC XII, SC XII PF, and STP XII. SC US (TTGP), Ltd. is: (i) the general partner of SCGF V Management, L.P., which is the general partner of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. (collectively, the US GF V Funds), which together own 100% of the outstanding ordinary shares of SC US GF V Holdings, Ltd. (US GF V Holdco); (cont???d) (ii) the general partner of SC U.S. Growth VII Management, L.P., which is the general partner of each of US GF VII and US GF VII PF (collectively, the SC US GF VII Funds); (iii) the general partner of SCGGF Management, L.P., which is the general partner of each of Sequoia Capital Global Growth Fund, L.P. (GGF) and Sequoia Capital Global Growth Principals Fund, L.P. (GGF PF) (collectively, the SC GGF Funds); and (iv) the general partner of SC Global Growth II Management, L.P., which is the general partner of each of GGF II and GGF II PF (collectively, the SC GGF II Funds). (cont???d) As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by US GF V Holdco, the SC US GF VII Funds, the SC GGF Funds and the SC GGF II Funds. In addition, the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the SC GGF Funds are Douglas M. Leone and James J. Goetz, and the directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the SC GGF II Funds are Douglas M. Leone and Roelof F. Botha. As a result, and by virtue of the relationships described in this paragraph, each such person may be deemed to share voting and dispositive power with respect to the shares held by the SC GGF Funds or SC GGF II Funds, as applicable. (cont???d) Each of SC US (TTGP), Ltd., SCGF V Management, L.P., SC U.S. Growth VII Management, L.P., SCGGF Management, L.P., SC Global Growth II Management, L.P., Mr. Leone, Mr. Botha and Mr. Goetz disclaims beneficial ownership of the shares held by US GF V Holdco, the GFVII Funds, the GGF Funds, and GGF II Funds, except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. SC XII Management, LLC disclaims beneficial ownership of the shares held by the XII Funds, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. The Class B Common Stock is convertible at any time at the option of the holder into the Issuer???s Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert into shares of the Issuer???s Class A Common Stock on a one-to-one basis upon the earlier of (a) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 80% of the outstanding shares of Class B common stock at the time of such vote or consent, voting as a separate series or (c) the 20-year anniversary of the closing of the Issuer???s initial public offering. Includes 109,748 shares held by GGF and 3,186 shares held by GGF PF. Each share of Preferred Stock, other than any share of Series C Preferred Stock, is convertible on a one-for-one basis into Class B Common Stock at any time at the holder???s election. The Series C Preferred Stock is convertible on a one-for-one basis, subject to adjustment pursuant to the anti-dilution provisions relating to the Series C Preferred Stock, into Class B Common Stock at any time at the holder???s election. The Preferred Stock will convert automatically upon the closing of the Issuer???s initial public offering and has no expiration date. Includes 52,914,528 shares of Series Seed Preferred Stock held by SC XII, 5,655,360 shares of Series Seed Preferred Stock held by SC XII PF and 1,979,976 shares of Series Seed Preferred Stock held by STP XII. Includes 7,723,152 shares of Series A Preferred Stock held by SC XII, 825,432 shares of Series A Preferred Stock held by SC XII PF and 288,984 shares of Series A Preferred Stock held by STP XII. Includes 79,140 shares of Series B Preferred Stock held by SC XII, 8,460 shares of Series B Preferred Stock held by SC XII PF and 2,964 shares of Series B Preferred Stock held by STP XII. Represents 5,875,512 shares of Series C Preferred Stock held by US GF V Holdco. Includes 3,580,428 shares of Series D Preferred Stock held by GGF and 103,896 shares of Series D Preferred Stock held by GGF PF. Includes 595,014 shares of Series E Preferred Stock held by GGF and 17,266 shares of Series E Preferred Stock held by GGF PF. Includes 1,073,834 shares of Series F Preferred Stock held by GGF II, 13,262 shares of Series F Preferred Stock held by GGF II PF, 192,006 shares of Series F Preferred Stock held by US GF VII and 12,496 shares of Series F Preferred Stock held by US GF VII PF. Form 2 of 3, Exhibit 24.1 - Power of Attorney for Douglas Leone, Exhibit 24.2 - Power of Attorney for James J. Goetz, Exhibit 24.3 - Power of Attorney for Roelof Botha By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd. 2020-12-09 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC US (TTGP), Ltd., GP of SCGF V Management, L.P., GP of Sequoia Capital U.S. Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P., which together own 100% of SC 2020-12-09 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC 2020-12-09 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the General Partner of Sequoia Capital XII, L.P. 2020-12-09 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the General Partner of Sequoia Technology Partners XII, L.P. 2020-12-09 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone, a Director of SC XII Management, LLC, the Managing Member of Sequoia Capital XII Principals Fund, LLC 2020-12-09 By: /s/ Jung Yeon Son, by power of attorney for Douglas Leone 2020-12-09 By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha 2020-12-09 By: /s/ Jung Yeon Son, by power of attorney for James Goetz 2020-12-09 EX-24.1 2 exhibit24-1.htm Exhibit 24.1

LIMITED POWER OF ATTORNEY
FOR CERTAIN FILINGS WITH THE

SECURITIES AND EXCHANGE COMMISSION

This Limited Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Limited Power of Attorney

Know all by these presents that the undersigned hereby constitutes and appoints each of Marie Klemchuk and Jung Yeon Son the undersigned's true and lawful attorney-in-fact to:

(1) Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or stockholder of any entity affiliated with Sequoia Capital Operations, LLC or any corporation or other person in which an investment fund affiliated with Sequoia Capital Operations, LLC makes an investment (each, a "Company"), Forms 3, 4, and 5 and amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"),  and the rules thereunder, as well as any reports on Schedules 13D or 13G or Forms 13F or 13H and amendments thereto in each case in accordance with Section 13 of the 1934 Act and the rules thereunder or any Forms 144 in accordance with Rule 144 under the Securities Act of 1933, as amended (the "1933 Act");

(2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, Schedule 13D, Schedule 13G, Form 13F, Form 13H or Form 144 or amendment thereto and timely file such form with the United States Securities and Exchange Commission (the "SEC") and any stock exchange or similar authority; and

(3) Take any other action of any type whatsoever which, in the opinion of such attorney-in-fact, may be necessary or desirable in connection with the foregoing authority, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or any such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the 1934 Act or Rule 144 under the 1933 Act.

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.  This Limited Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 14th day of July, 2020.

 

  

By:  /s/ Douglas Leone

        Douglas Leone

  

 

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 EX-24.2 3 exhibit24-2.htm Exhibit 24.3

LIMITED POWER OF ATTORNEY
FOR CERTAIN FILINGS WITH THE

SECURITIES AND EXCHANGE COMMISSION

Know all by these presents that the undersigned hereby constitutes and appoints each of Marie Klemchuk and Jung Yeon Son the undersigned's true and lawful attorney-in-fact to:

(1) Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or stockholder of any entity affiliated with Sequoia Capital Operations, LLC or any corporation or other person in which an investment fund affiliated with Sequoia Capital Operations, LLC makes an investment (each, a "Company"), Forms 3, 4, and 5 and amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"),  and the rules thereunder, as well as any reports on Schedules 13D or 13G or Forms 13F or 13H and amendments thereto in each case in accordance with Section 13 of the 1934 Act and the rules thereunder or any Forms 144 in accordance with Rule 144 under the Securities Act of 1933, as amended (the "1933 Act");

(2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, Schedule 13D, Schedule 13G, Form 13F, Form 13H or Form 144 or amendment thereto and timely file such form with the United States Securities and Exchange Commission (the "SEC") and any stock exchange or similar authority; and

(3) Take any other action of any type whatsoever which, in the opinion of such attorney-in-fact, may be necessary or desirable in connection with the foregoing authority, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or any such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the 1934 Act or Rule 144 under the 1933 Act.

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.  This Limited Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of December 8, 2020.

 

By:  /s/ James J. Goetz

        James J. Goetz

 

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 EX-24.3 4 exhibit24-3.htm Exhibit 24.2

LIMITED POWER OF ATTORNEY
FOR CERTAIN FILINGS WITH THE

SECURITIES AND EXCHANGE COMMISSION

Know all by these presents that the undersigned hereby constitutes and appoints each of Marie Klemchuk and Jung Yeon Son the undersigned's true and lawful attorney-in-fact to:

(1) Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or stockholder of any entity affiliated with Sequoia Capital Operations, LLC or any corporation or other person in which an investment fund affiliated with Sequoia Capital Operations, LLC makes an investment (each, a "Company"), Forms 3, 4, and 5 and amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934 Act"),  and the rules thereunder, as well as any reports on Schedules 13D or 13G or Forms 13F or 13H and amendments thereto in each case in accordance with Section 13 of the 1934 Act and the rules thereunder or any Forms 144 in accordance with Rule 144 under the Securities Act of 1933, as amended (the "1933 Act");

(2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, Schedule 13D, Schedule 13G, Form 13F, Form 13H or Form 144 or amendment thereto and timely file such form with the United States Securities and Exchange Commission (the "SEC") and any stock exchange or similar authority; and

(3) Take any other action of any type whatsoever which, in the opinion of such attorney-in-fact, may be necessary or desirable in connection with the foregoing authority, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that each such attorney-in-fact, or any such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is any Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the 1934 Act or Rule 144 under the 1933 Act.

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.  This Limited Power of Attorney may be filed with the SEC as a confirming statement of the authority granted herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of December 8, 2020.

 

By:  /s/ Roelof Botha               

        Roelof Botha


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