Exhibit 24
POWER OF ATTORNEY
The undersigned, as a Section 16 reporting person of HashiCorp, Inc.
(the "Company"), hereby constitutes and appoints Paul Warenski, Jeff Schmidt,
and Werner Schwock and each of them, as the undersigned's true and lawful
attorney-in-fact to:
1. prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto,
and any other documents necessary or appropriate to obtain EDGAR
codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the
SEC;
2. complete and execute Forms 3, 4 and 5 and other forms and all
amendments thereto as such attorneys-in-fact shall in their
discretion determine to be required or advisable pursuant to
Section 16 of the Securities Exchange Act of 1934 (as amended)
and the rules and regulations promulgated thereunder, or any
successor laws and regulations, as a consequence of the
undersigned's ownership, acquisition or disposition of securities
of the Company; and
3. do all acts necessary in order to file such forms with the SEC,
any securities exchange or national association, the Company and
such other person or agency as the attorneys-in-fact shall deem
appropriate.
The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof. 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 the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 1st day of November, 2021.
Signature: /s/ Sigal Zarmi
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Print Name: Sigal Zarmi
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