Securities Registration: Employee Benefit Plan (s-8)
June 15 2018 - 1:18PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 15, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AXON ENTERPRISE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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86-0741227
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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17800 N. 85th St. Scottsdale, Arizona
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85255
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(Address of Principal Executive Offices)
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(Zip Code)
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AXON ENTERPRISE, INC. 2018 STOCK INCENTIVE PLAN
(Full title of the plan)
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Douglas E. Klint
Executive Vice President
and General Counsel
Axon
Enterprise, Inc.
17800 North 85th Street
Scottsdale, Arizona
(480)
991-0797
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Copies to:
Jeffrey E. Beck
Snell & Wilmer L.L.P.
One Arizona Center
400
East Van Buren
Phoenix, Arizona 85004
(602)
382-6000
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(Name, address and telephone number (including area code) of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company
and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging Growth Company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered (1)
(3)
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Proposed
maximum
offering
price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee (2)
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Common Stock, $0.00001 par value
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2,230,271
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$64.20
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$143,183,398
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$17,826
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(1)
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In the event of a stock split, stock dividend, or similar transaction involving the Registrants Common Stock, in order to prevent dilution, the number of shares registered shall be automatically increased to cover
the additional shares in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act).
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act, on the basis of the average of the high and low prices of the
Registrants shares of Common Stock on June 14, 2018.
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(3)
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Includes (a) 1,000,000 shares of the Registrants Common Stock that may be issued under the 2018 Stock Incentive Plan (the 2018 Plan), (b) 835,271 shares of the Registrants Common Stock (the
Carried Forward Shares) that were not issued as of the effective date of the 2018 Plan under the Axon Enterprise, Inc. 2016 Stock Incentive Plan (the 2016 Plan) and any other similar plan adopted by the Registrant at any time
in the past, which has not lapsed (collectively with the 2016 Plan, the Former Plans) and that may be offered or sold under the 2018 Plan, and (c) 395,000 shares of Common Stock representing the Registrants estimate of
future forfeited or terminated awards under the 2018 Plan that will become available for future issuance under the 2018 Plan.
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TABLE OF CONTENTS
INTRODUCTION
This Registration Statement on Form
S-8
is filed by Axon Enterprise, Inc. (Axon or the
Registrant), to register 1,835,271 shares of the Registrants common stock, par value $ $0.00001 per share (Common Stock), which may be offered or sold under the Axon Enterprise, Inc. 2018 Stock Incentive Plan (the
Plan) plus 395,000 shares of the Registrants Common Stock representing the Registrants estimate of additional future forfeited or terminated awards under the 2018 Plan that will become available for future issuance under the
Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
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Plan Information.*
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Item 2.
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Registrant Information and Employee Plan Annual Information.*
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*
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The documents containing the information specified in Part I of Form
S-8
will be delivered to participants in the Plan, covered by this Registration Statement prepared by Axon in
accordance with Form
S-8
and Rule 428(b)(1) under the Securities Act of 1933, as amended (the Securities Act). Such documents are not required to be, and are not, filed with the Securities and
Exchange Commission (the Commission), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement are available, without charge, to participants upon written or oral request. Participants wishing to receive such documents
should contact Douglas E. Klint, Executive Vice President and General Counsel, Axon Enterprise, Inc., 17800 North 85th Street, Scottsdale, Arizona 85255.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference.
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The following documents, which the Registrant
has previously filed with the Commission, are incorporated herein by reference and made a part hereof:
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a)
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The Registrants Annual Report on Form
10-K
for the fiscal year ended December 31, 2017;
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b)
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The Registrants Quarterly Report on Form
10-Q
for the quarter ended March 31, 2018;
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c)
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The Registrants Current Reports on Form
8-K
filed on February 27, 2018, April 6, 2018, May 18, 2018 and May 24, 2018 (in each case, other than
information that is furnished but that is deemed not to have been filed); and
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d)
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The description of the Registrants Common Stock, $0.00001 par value, contained in the Registrants Registration Statement on Form
8-A
filed with the SEC on
March 7, 2001 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
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All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, subsequent to the date
of this Registration Statement and prior to the filing of a post-effective amendment hereto that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing of such documents. Nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed with the Commission.
For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated herein by reference modifies or supersedes such statement
in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 4.
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Description of Securities.
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
Item 6.
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Indemnification of Directors and Officers.
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Section 145 of the Delaware General
Corporation Law authorizes a corporations board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the registrants amended and restated certificate of
incorporation includes provisions that eliminate the personal liability of its directors for monetary damages for breach of their fiduciary duty as directors. To the extent Section 102(b)(7) is interpreted, or the Delaware General Corporation
Law is amended, to allow similar protections for officers of a corporation, such provisions of the registrants amended and restated certificate of incorporation shall also extend to those persons.
In addition, as permitted by Section 145 of the Delaware General Corporation Law, the bylaws of the registrant provide that:
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The registrant shall indemnify its directors and officers against any losses, actually and reasonably incurred, by a director or officer in connection with a proceeding if such person acted in good faith and in a manner
such person reasonably believed to be in, or not opposed to, the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such persons conduct was unlawful.
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The registrant may, to the extent authorized by the board of directors, indemnify, and provide advances to, employees and under circumstances similar to those allowed for directors and officers.
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The registrant shall advance expenses incurred by its directors and officers expenses in any proceeding (other than a proceeding brought for an accounting of profits the meaning of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or similar provision of any state statutory law or common law), if such person: (a) furnishes the registrant a written affirmation of such persons good faith belief that such person is entitled to be
indemnified, and (b) furnishes the registrant a written undertaking to repay the advance to the extent that it is ultimately determined that such person is not entitled to be indemnified by the registrant.
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The registrant will not be obligated pursuant to the bylaws to indemnify a person with respect to proceedings initiated by that person, unless: (a) such indemnification is expressly required to be made by law,
(b) the proceeding was authorized by the board of directors, or (c) such indemnification is provided by the registrant, in its sole discretion, pursuant to the powers vested in the registrant under the Delaware General Corporation Law.
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The rights conferred in the bylaws are not exclusive, and the registrant is authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and
advances, to the fullest extent not prohibited by the Delaware General Corporation Law.
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Any repeal or modification of the registrants indemnification obligations shall only be prospective and shall not affect the rights of any director, officer, employee or agent in effect at the time of the alleged
occurrence of any action or omission to act that is the cause of any proceeding against any director, officer, employee or agent of the registrant.
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The registrants policy is to enter into separate indemnification agreements with each of its directors and officers that provide
additional procedural protections. These indemnification provisions and the indemnification agreements entered into between the registrant and its officers and directors may be sufficiently broad to permit indemnification of the registrants
officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.
Item 7.
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Exemption From Registration Claimed.
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Not applicable.
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Exhibit
Number
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Description
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Page or Method of Filing
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5.1
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Opinion of Snell & Wilmer L.L.P.
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Filed herewith
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23.1
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Consent of Independent Registered Accounting Firm
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Filed herewith
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23.2
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Consent of Snell & Wilmer L.L.P.
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Included as part of Exhibit 5.1
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24.1
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Power of Attorney
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See Signature Page
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99.1
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Axon Enterprise, Inc. 2018 Stock Incentive Plan
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Incorporated by reference to Annex B to
the Proxy Statement for the Registrants
2018 Annual Meeting of Stockholders
filed on April 13, 2018
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Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
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provided, however
, that paragraphs (1)(i) and (1)(ii) of this section do not apply if the registration
statement is on Form
S-8,
and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m or 78
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(d)) that are incorporated by reference in this registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act (and, where
applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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EXHIBIT INDEX
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form
S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale, State of
Arizona, on this 13
th
day of June, 2018.
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AXON ENTERPRISE, INC.
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/s/ Jawad A. Ahsan
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By:
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Jawad A. Ahsan
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Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Patrick W. Smith, Douglas E.
Klint, and Jawad A. Ahsan, and each of them, his or her true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicate
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Signature
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Title
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Date
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By:
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/s/ Patrick W. Smith
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Chief Executive Officer and Director
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June 13, 2018
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Patrick W. Smith
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(Principal Executive Officer)
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By:
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/s/ Jawad A. Ahsan
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Chief Financial Officer (Principal Financial and
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June 13, 2018
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Jawad A. Ahsan
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Accounting Officer)
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By:
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/s/ Hadi Partovi
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Director
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June 13, 2018
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Hadi Partovi
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By:
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/s/ Mark W. Kroll
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Director
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June 14, 2018
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Mark W. Kroll
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By:
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/s/ Michael Garnreiter
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Director
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June 13, 2018
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Michael Garnreiter
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By:
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/s/ Richard H. Carmona
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Director
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June 13, 2018
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Richard H. Carmona
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By:
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/s/ Julie Cullivan
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Director
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June 13, 2018
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Julie Cullivan
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6
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By:
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/s/ Bret S. Taylor
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Director
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June 13, 2018
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Bret S. Taylor
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By:
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/s/ Matthew R. McBrady
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Director
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June 13, 2018
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Matthew R. McBrady
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