0001104659-20-059343.txt : 20200511 0001104659-20-059343.hdr.sgml : 20200511 20200511123036 ACCESSION NUMBER: 0001104659-20-059343 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200507 FILED AS OF DATE: 20200511 DATE AS OF CHANGE: 20200511 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: True Ventures Select I, L.P. CENTRAL INDEX KEY: 0001640837 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 20863679 BUSINESS ADDRESS: STREET 1: 530 LYTTON AVE., SUITE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-319-2150 MAIL ADDRESS: STREET 1: 530 LYTTON AVE., SUITE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: True Venture Partners Select III, L.L.C. CENTRAL INDEX KEY: 0001743360 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 20863680 BUSINESS ADDRESS: STREET 1: 575 HIGH STREET, SUITE 400 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650.319.2150 MAIL ADDRESS: STREET 1: 575 HIGH STREET, SUITE 400 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: True Venture Partners Select II, L.L.C. CENTRAL INDEX KEY: 0001672997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 20863681 BUSINESS ADDRESS: STREET 1: 530 LYTTON AVE., SUITE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-319-2150 MAIL ADDRESS: STREET 1: 530 LYTTON AVE., SUITE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: True Venture Partners Select I, L.L.C. CENTRAL INDEX KEY: 0001640952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 20863682 BUSINESS ADDRESS: STREET 1: 530 LYTTON AVENUE, SUITE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-319-2150 MAIL ADDRESS: STREET 1: 530 LYTTON AVENUE, SUITE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: True Ventures IV-A, L.P. CENTRAL INDEX KEY: 0001603331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 20863683 BUSINESS ADDRESS: STREET 1: 530 LYTTON AVE., SUITE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-319-2150 MAIL ADDRESS: STREET 1: 530 LYTTON AVE., SUITE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: True Ventures IV, L.P. CENTRAL INDEX KEY: 0001598006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 20863684 BUSINESS ADDRESS: STREET 1: 530 LYTTON AVE., SUITE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-319-2150 MAIL ADDRESS: STREET 1: 530 LYTTON AVE., SUITE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Black Philip Douglas CENTRAL INDEX KEY: 0001643739 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 20863685 MAIL ADDRESS: STREET 1: 530 LYTTON AVENUE, SUITE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: True Venture Partners IV, L.L.C. CENTRAL INDEX KEY: 0001598007 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39058 FILM NUMBER: 20863686 BUSINESS ADDRESS: STREET 1: 530 LYTTON AVE., SUITE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-319-2150 MAIL ADDRESS: STREET 1: 530 LYTTON AVE., SUITE 303 CITY: PALO ALTO STATE: CA ZIP: 94301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PELOTON INTERACTIVE, INC. CENTRAL INDEX KEY: 0001639825 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: C/O PELOTON INTERACTIVE, INC. STREET 2: 125 W. 25TH ST., 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 866-679-9129 MAIL ADDRESS: STREET 1: C/O PELOTON INTERACTIVE, INC. STREET 2: 125 W. 25TH ST., 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: Peloton Interactive, Inc. DATE OF NAME CHANGE: 20150416 4 1 tm2019192d2_form4.xml FORM 4 X0306 4 2020-05-07 0 0001639825 PELOTON INTERACTIVE, INC. PTON 0001598007 True Venture Partners IV, L.L.C. 575 HIGH STREET, SUITE 400 PALO ALTO CA 94301 0 0 1 0 0001643739 Black Philip Douglas 575 HIGH STREET, SUITE 400 PALO ALTO CA 94301 0 0 1 0 0001598006 True Ventures IV, L.P. 575 HIGH STREET, SUITE 400 PALO ALTO CA 94301 0 0 1 0 0001603331 True Ventures IV-A, L.P. 575 HIGH STREET, SUITE 400 PALO ALTO CA 94301 0 0 1 0 0001640952 True Venture Partners Select I, L.L.C. 575 HIGH STREET, SUITE 400 PALO ALTO CA 94301 0 0 1 0 0001672997 True Venture Partners Select II, L.L.C. 575 HIGH STREET, SUITE 400 PALO ALTO CA 94301 0 0 1 0 0001743360 True Venture Partners Select III, L.L.C. 575 HIGH STREET, SUITE 400 PALO ALTO CA 94301 0 0 1 0 0001640837 True Ventures Select I, L.P. 575 HIGH STREET, SUITE 400 PALO ALTO CA 94301 0 0 1 0 Class A Common Stock 2020-05-07 4 C 0 7296699 0.00 A 7296699 I By True Ventures IV, L.P. Class A Common Stock 2020-05-07 4 J 0 7296699 0.00 D 0 I By True Ventures IV, L.P. Class A Common Stock 2020-05-07 4 J 0 832985 0.00 A 832985 I By True Venture Partners IV, L.L.C. Class A Common Stock 2020-05-07 4 J 0 832985 0.00 D 0 I By True Venture Partners IV, L.L.C. Class A Common Stock 2020-05-07 4 C 0 1570821 0.00 A 1570821 I By True Ventures Select I, L.P. Class A Common Stock 2020-05-07 4 J 0 1570821 0.00 D 0 I By True Ventures Select I, L.P. Class A Common Stock 2020-05-07 4 J 0 252285 0.00 A 252285 I By True Venture Partners Select I, L.L.C. Class A Common Stock 2020-05-07 4 J 0 252285 0.00 D 0 I By True Venture Partners Select I, L.L.C. Class A Common Stock 2020-05-07 4 C 0 1107941 0.00 A 1107941 I By True Ventures Select II, L.P. Class A Common Stock 2020-05-07 4 J 0 1107941 0.00 D 0 I By True Ventures Select II, L.P. Class A Common Stock 2020-05-07 4 J 0 22158 0.00 A 22158 I By True Venture Partners Select II, L.L.C. Class A Common Stock 2020-05-07 4 J 0 22158 0.00 D 0 I By True Venture Partners Select II, L.L.C. Class A Common Stock 2020-05-07 4 C 0 1372249 0.00 A 1372249 I By True Ventures Select III, L.P. Class A Common Stock 2020-05-07 4 J 0 1372249 0.00 D 0 I By True Ventures Select III, L.P. Class A Common Stock 2020-05-07 4 J 0 27439 0.00 A 27439 I By True Venture Partners Select III, L.L.C. Class A Common Stock 2020-05-07 4 J 0 27439 0.00 D 0 I By True Venture Partners Select III, L.L.C. Class A Common Stock 2020-05-07 4 J 0 22670 0.00 A 22670 I By True Venture Management, L.L.C. Class A Common Stock 2020-05-07 4 J 0 238542 0.00 A 238542 I See footnote Class A Common Stock 2020-05-07 4 J 0 33286 0.00 A 33286 I See footnote Class B Common Stock 2020-05-07 4 C 0 7296699 0.00 D Class A Common Stock 7296699 10945049 I By True Ventures IV, L.P. Class B Common Stock 2020-05-07 4 C 0 1570821 0.00 D Class A Common Stock 1570821 2356231 I By True Ventures Select I, L.P. Class B Common Stock 2020-05-07 4 C 0 1107941 0.00 D Class A Common Stock 1107941 1661911 I By True Ventures Select II, L.P. Class B Common Stock 2020-05-07 4 C 0 1372249 0.00 D Class A Common Stock 1372249 2058373 I By True Ventures Select III, L.P. Each share of the issuer's Class B Common Stock will automatically be converted into one (1) share of the issuer's Class A Common Stock (a) at the option of the holder and (b) immediately prior to the close of business on the earliest of (i) ten (10) years from the closing of the issuer's initial public offering, (ii) the date on which the outstanding shares of Class B Common Stock represent less than one percent (1%) of the aggregate number of shares of Class A Common Stock and Class B Common Stock then outstanding or (iii) the date specified by the affirmative vote of the holders of Class B Common Stock representing not less than two-thirds (2/3) of the voting power of the outstanding shares of Class B Common Stock, voting separately as a single class, and has no expiration date. These securities are held of record by True Ventures IV, L.P., True Ventures Select I, L.P., True Ventures Select II, L.P., True Ventures Select III, L.P., True Venture Partners IV, L.L.C., True Venture Partners Select I, L.L.C., True Venture Partners Select II, L.L.C. and True Venture Partners Select III, L.L.C., as applicable. True Venture Partners IV, L.L.C. is the general partner of True Ventures IV, L.P., True Venture Partners Select I, L.L.C. is the general partner of True Ventures Select I, L.P., True Venture Partners Select II, L.L.C. is the general partner of True Ventures Select II, L.P., and True Venture Partners Select III, L.L.C. is the general partner of True Ventures Select III, L.P. Jon Callaghan and Philip Black are the managing members of each of True Ventures IV, L.L.C., True Venture Partners Select I, L.L.C., True Venture Partners Select II, L.L.C, and True Venture Partners Select III, L.L.C.. The reported securities are held of record by True Ventures IV, L.P. for itself and as nominee for True Ventures IV-A, L.P. Represents a pro-rata, in-kind distribution by True Ventures IV, L.P. and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Represents a pro-rata, in-kind distribution by True Venture Partners IV, L.L.C., without additional consideration, to its members and assigns. Represents a pro-rata, in-kind distribution by True Ventures Select I, L.P. and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Represents a pro-rata, in-kind distribution by True Venture Partners Select I, L.L.C., without additional consideration, to its members and assigns. Represents a pro-rata, in-kind distribution by True Ventures Select II, L.P. and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Represents a pro-rata, in-kind distribution by True Venture Partners Select II, L.L.C., without additional consideration, to its members and assigns. Represents a pro-rata, in-kind distribution by True Ventures Select III, L.P. and its affiliated funds and associated persons, without additional consideration, to their respective partners, members and assigns. Represents a pro-rata, in-kind distribution by True Venture Partners Select III, L.L.C., without additional consideration, to its members and assigns. These securities are held of record by True Venture Management, L.L.C., which is controlled by Jon Callaghan and Philip D. Black. These securities are held of record by a family trust controlled by Philip D. Black. These securities are held of record by a limited liability company controlled by Philip D. Black. Each of the Reporting Persons disclaims existence of a "group" and disclaims beneficial ownership over such securities except to the extent of his or 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. This report is one of three reports, each on a separate Form 4, but relating to the same transaction being filed by entities affiliated with True Ventures and their associated managing members. Exhibit List: Exhibit 24 - Power of Attorney /s James G. Stewart, attorney-in-fact for True Ventures IV, L.L.C. 2020-05-08 /s/ James G. Stewart, attorney-in-fact for Philip D. Black 2020-05-08 /s/ James G. Stewart, attorney-in-fact for True Venture Partners IV, L.L.C., the general partner of True Ventures IV, L.P. 2020-05-08 /s James G. Stewart, attorney-in-fact for True Venture Partners IV, L.L.C., the general partner of True Ventures IV-A, L.P. 2020-05-08 /s/ James G. Stewart, attorney-in-fact for True Venture Partners Select I, L.L.C. 2020-05-08 /s/ James G. Stewart, attorney-in-fact for True Venture Partners Select II, L.L.C. 2020-05-08 /s James G. Stewart, attorney-in-fact for True Venture Partners Select III, L.L.C. 2020-05-08 /s/ James G. Stewart, attorney-in-fact for True Venture Partners Select I, L.L.C., the general partner of True Ventures Select I, L.P. 2020-05-08 EX-24 2 tm2019192d2_ex24.htm EXHIBIT 24

 

Exhibit 24

   

AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORY

 

  

Each of the undersigned entities and individuals (collectively, the “Reporting Persons“) hereby authorizes and designates True Venture Partners IV, L.L.C. or such other person or entity as is designated in writing by James G. Stewart (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Form D, Form ADV, Schedule 13D, Form 13F, Schedule 13G, Form 13H, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) or any other domestic or international state, federal or national agency (collectively, the “Reports”) with respect to the Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).

 

Each Reporting Person hereby further authorizes and designates James G. Stewart (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

 

The authority of the Designated Filer and the Authorized Signatory under this document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

 

  

November 20, 2015 TRUE VENTURE PARTNERS IV, L.L.C.,
  a Delaware Limited Liability Company
     
  By: /s/ Philip D. Black
    Philip D. Black, Managing Member
     
     
November 20, 2015 TRUE VENTURES IV, L.P.,
  a Delaware Limited Partnership
     
  By: True Venture Partners IV, L.L.C.,
    a Delaware Limited Liability Company,
    Its General Partner
     
  By: /s/ Philip D. Black
    Philip D. Black, Managing Member

  

   

 

  

November 20, 2015 TRUE VENTURES IV-A, L.P.,
  a Delaware Limited Partnership
     
  By: True Venture Partners IV, L.L.C.,
    a Delaware Limited Liability Company,
    Its General Partner
     
  By: /s/ Philip D. Black
    Philip D. Black, Managing Member
     
     
November 20, 2015 By: /s/ Philip D. Black
    Philip D. Black
     
     
November 20, 2015 By: /s/ Jon Callaghan
    Jon Callaghan

 

   

 

 

AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND

AUTHORIZED SIGNATORY

  

 

Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates True Venture Partners Select I, L.L.C. or such other person or entity as is designated in writing by James G. Stewart (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Form D, Form ADV, Schedule 13D, Form 13F, Schedule 13G, Form 13H, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act"), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") or any other domestic or international state, federal or national agency (collectively, the "Reports") with respect to the Reporting Person's ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person ( collectively, the "Companies").

 

Each Reporting Person hereby further authorizes and designates James G. Stewart (the "Authorized Signatory") to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

 

The authority of the Designated Filer and the Authorized Signatory under this document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person's ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person's responsibilities to comply with the Act or the Exchange Act.

 

May 6, 2020 TRUE VENTURE PARTNERS SELECT I, L.L.C.,
  a Delaware Limited Liability Company
     
  By: /s/ Philip D. Black
    Philip D. Black, Managing Member
     
     
     
May 6, 2020 TRUE VENTURES SELECT I, L.P.,
  a Delaware Limited Partnership
     
  By: True Venture Partners Select I, L.L.C.,
    a Delaware Limited Liability Company,
    Its General Partner
     
  By: /s/ Philip D. Black
    Philip D. Black, Managing Member

  

   

 

  

May 6, 2020 By: /s/ Philip D. Black
    Philip D. Black
     
     
May 6, 2020 By: /s/ Jon Callaghan
    Jon Callaghan

  

   

 

  

AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND

AUTHORIZED SIGNATORY

 

 

Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates True Venture Partners Select II, L.L.C. or such other person or entity as is designated in writing by James G. Stewart (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Form D, Form ADV, Schedule 13D, Form 13F, Schedule 13G, Form 13H, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act"), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") or any other domestic or international state, federal or national agency (collectively, the "Reports") with respect to the Reporting Person's ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person ( collectively, the "Companies").

 

Each Reporting Person hereby further authorizes and designates James G. Stewart (the "Authorized Signatory") to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

 

The authority of the Designated Filer and the Authorized Signatory under this document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person's ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person's responsibilities to comply with the Act or the Exchange Act.

 

May 6, 2020 TRUE VENTURE PARTNERS SELECT II, L.L.C.,
  a Delaware Limited Liability Company
     
  By: /s/ Philip D. Black
    Philip D. Black, Managing Member
     
     
     
May 6, 2020 TRUE VENTURES SELECT II, L.P.,
  a Delaware Limited Partnership
     
  By: True Venture Partners Select II, L.L.C.,
    a Delaware Limited Liability Company,
    Its General Partner
     
  By: /s/ Philip D. Black
    Philip D. Black, Managing Member

    

   

 

 

May 6, 2020 By: /s/ Philip D. Black
    Philip D. Black
     
     
May 6, 2020 By: /s/ Jon Callaghan
    Jon Callaghan

 

   

 

 

AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND

AUTHORIZED SIGNATORY

  

 

Each of the undersigned entities and individuals (collectively, the "Reporting Persons") hereby authorizes and designates True Venture Partners Select III, L.L.C. or such other person or entity as is designated in writing by James G. Stewart (the "Designated Filer") as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Form D, Form ADV, Schedule 13D, Form 13F, Schedule 13G, Form 13H, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the "Act"), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the "Exchange Act") or any other domestic or international state, federal or national agency (collectively, the "Reports") with respect to the Reporting Person's ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person ( collectively, the "Companies").

 

Each Reporting Person hereby further authorizes and designates James G. Stewart (the "Authorized Signatory") to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

 

The authority of the Designated Filer and the Authorized Signatory under this document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person's ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person's responsibilities to comply with the Act or the Exchange Act.

 

 

May 6, 2020 TRUE VENTURE PARTNERS SELECT III, L.L.C.,
  a Delaware Limited Liability Company
     
  By: /s/ Philip D. Black
    Philip D. Black, Managing Member
     
     
     
May 6, 2020 True Venture Partners Select III, L.L.C
  a Delaware Limited Partnership
     
  By: True Venture Partners Select III, L.L.C.,
    a Delaware Limited Liability Company,
    Its General Partner
     
  By: /s/ Philip D. Black
    Philip D. Black, Managing Member

    

   

 

 

May 6, 2020 By: /s/ Philip D. Black
    Philip D. Black
     
     
May 6, 2020 By: /s/ Jon Callaghan
    Jon Callaghan