EXHIBIT 2
---------
RESOLUTION OF SIGNATURE AUTHORITY
FOR ▇▇▇▇▇ ▇. ▇▇▇▇
This Resolution is formed and entered into as of the 1st day of May, 2000, by
and among ▇▇▇▇▇ ▇. ▇▇▇▇ ("▇▇▇▇"), ▇▇▇▇▇▇▇▇ Associates Fund, a California limited
partnership ("Associates"), ▇▇▇▇▇▇▇▇ Associates Fund II, a California limited
partnership ("Associates II"), ▇▇▇▇▇▇▇▇ Associates Fund III, a California
limited partnership ("Associates III"), ▇▇▇▇▇▇▇▇ Associates Fund IV, a Delaware
limited partnership ("Associates IV"), ▇▇▇▇▇▇▇▇ Associates Fund V, a Delaware
limited partnership ("Associates V"), ▇▇▇▇▇▇▇▇ Associates Fund VI, a Delaware
limited partnership ("Associates VI"), ▇▇▇▇▇▇▇▇ III, a California limited
partnership ("▇▇▇▇▇▇▇▇ III"), ▇▇▇▇▇▇▇▇ IV, a California limited partnership
("▇▇▇▇▇▇▇▇ IV"), ▇▇▇▇▇▇▇▇ V, a California limited partnership ("▇▇▇▇▇▇▇▇ V"),
▇▇▇▇▇▇▇▇ VI Investment Partners, a California limited partnership ("▇▇▇▇▇▇▇▇
VI"), ▇▇▇▇▇▇▇▇ VII, a California limited partnership ("▇▇▇▇▇▇▇▇ VII"), ▇▇▇▇▇▇▇▇
VIII, a California limited partnership ("▇▇▇▇▇▇▇▇ VIII"), ▇▇▇▇▇▇▇▇ IX, a
Delaware limited partnership ("▇▇▇▇▇▇▇▇ IX"), ▇▇▇▇▇▇▇▇ X, a Delaware limited
partnership ("▇▇▇▇▇▇▇▇ X"), ▇▇▇▇▇▇▇▇ XI, a Delaware limited partnership
("▇▇▇▇▇▇▇▇ XI"), ▇▇▇▇▇▇▇▇ XI Qualified, a Delaware limited partnership
("▇▇▇▇▇▇▇▇ XI Qualified"), ▇▇▇▇▇▇▇▇ Software Partners, a California partnership
("▇▇▇▇▇▇▇▇ Software Partners"), ▇▇▇▇▇▇▇▇ Software Technology Partners, a
California partnership ("▇▇▇▇▇▇▇▇ Software Technology Partners"), ▇▇▇▇▇▇▇▇
Medical Partners, a California partnership ("▇▇▇▇▇▇▇▇ Medical Partners"),
▇▇▇▇▇▇▇▇ Medical Partners 1992, a California partnership ("▇▇▇▇▇▇▇▇ Medical
Partners 1992"), ▇▇▇▇▇▇▇▇ V Management Partners, a California limited
partnership ("▇▇▇▇▇▇▇▇ V Management"), ▇▇▇▇▇▇▇▇ VI Management Partners, a
California limited partnership ("▇▇▇▇▇▇▇▇ VI Management"), ▇▇▇▇▇▇▇▇ VII
Management Partners, a California limited partnership ("▇▇▇▇▇▇▇▇ VII
Management"), ▇▇▇▇▇▇▇▇ VIII Management, L.L.C., a Delaware limited liability
company ("▇▇▇▇▇▇▇▇ VIII Management"), ▇▇▇▇▇▇▇▇ IX Management, L.L.C., a Delaware
limited liability company ("▇▇▇▇▇▇▇▇ IX Management"), ▇▇▇▇▇▇▇▇ X Management,
L.L.C., a Delaware limited liability company ("▇▇▇▇▇▇▇▇ X Management"), ▇▇▇▇▇▇▇▇
XI Management, L.L.C., a Delaware limited liability company ("▇▇▇▇▇▇▇▇ XI
Management"), ▇▇▇▇▇▇▇▇ Principals Fund, L.L.C., a Delaware limited liability
company ("▇▇▇▇▇▇▇▇ Principals Fund"), ▇▇▇▇▇▇▇▇ Principals Fund II, L.L.C., a
Delaware limited liability company ("▇▇▇▇▇▇▇▇ Principals Fund II"), MF Partners,
a California partnership ("MF Partners"), ▇▇▇▇▇▇▇▇ Partners, a California
partnership ("▇▇▇▇▇▇▇▇ Partners"), ▇▇▇▇▇▇▇▇ '94 Partners, a California limited
partnership ("▇▇▇▇▇▇▇▇ '94 Partners"), ▇▇▇▇▇▇▇▇ '96 Partners, a California
limited partnership ("▇▇▇▇▇▇▇▇ '96 Partners'), Valley Partners I, a California
partnership ("Valley Partners I"), Valley Partners II, a California partnership
("Valley Partners II"), Valley Partners III, a California partnership ("Valley
Partners III"), and MUHL Partners, a California partnership ("MUHL Partners")
(with Associates, Associates II, Associates III, Associates IV, Associates V,
Associates VI, ▇▇▇▇▇▇▇▇ III, ▇▇▇▇▇▇▇▇ IV, ▇▇▇▇▇▇▇▇ V, ▇▇▇▇▇▇▇▇ VI, ▇▇▇▇▇▇▇▇ VII,
▇▇▇▇▇▇▇▇ VIII, ▇▇▇▇▇▇▇▇ IX, ▇▇▇▇▇▇▇▇ X, ▇▇▇▇▇▇▇▇ XI, ▇▇▇▇▇▇▇▇ XI Qualified,
▇▇▇▇▇▇▇▇ Software Partners, ▇▇▇▇▇▇▇▇ Software Technology Partners, ▇▇▇▇▇▇▇▇
Medical Partners, ▇▇▇▇▇▇▇▇ Medical Partners 1992, ▇▇▇▇▇▇▇▇ V Management,
▇▇▇▇▇▇▇▇ VI Management, ▇▇▇▇▇▇▇▇ VII Management, ▇▇▇▇▇▇▇▇ VIII Management,
▇▇▇▇▇▇▇▇ IX Management, ▇▇▇▇▇▇▇▇ X Management, ▇▇▇▇▇▇▇▇ XI Management, ▇▇▇▇▇▇▇▇
Principals Fund,
Page 19 of 34 pages.
▇▇▇▇▇▇▇▇ Principals Fund II, MF Partners, ▇▇▇▇▇▇▇▇ Partners, ▇▇▇▇▇▇▇▇ '94
Partners, ▇▇▇▇▇▇▇▇ '96 Partners, Valley Partners I, Valley Partners II, Valley
Partners III, and MUHL Partners being hereinafter collectively referred to as
the "▇▇▇▇▇▇▇▇ Entities"), and ▇▇▇▇▇▇▇▇ Fund, L.L.C., a Delaware limited
liability company (the "Company"), the service company with respect to the
▇▇▇▇▇▇▇▇ Entities.
WITNESSETH
WHEREAS: The Company and the General Partners of the ▇▇▇▇▇▇▇▇ Entities desire
-------
to empower the Controller of the Company, ▇▇▇▇, to take certain actions and to
execute certain documents on behalf of the Company and the ▇▇▇▇▇▇▇▇ Entities;
RESOLVED: ▇▇▇▇ is authorized and empowered to open and maintain bank accounts,
--------
to deposit or withdrawal funds, to execute checks, and to take to any actions
and execute any appropriate documents in connection therewith on behalf of the
Company and the ▇▇▇▇▇▇▇▇ Entities;
RESOLVED FURTHER: That ▇▇▇▇ is authorized and empowered to take all other
----------------
actions and execute all other documents necessary or appropriate to the day-to-
day management of the Company and the ▇▇▇▇▇▇▇▇ Entities, and to appoint ▇▇▇▇
signing singly, as true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned, forms (including any
amendments or supplements) relating to transactions in securities in which the
undersigned may have a reporting obligation, in accordance with Section 16(a) or
Section 13 of the Securities Exchange Act of 1934 and the rules thereunder and
in connection with any applications for ▇▇▇▇▇ access codes;
2. Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such forms and
the filing of such forms with the United States Securities and Exchange
Commission and any other authority;
3. Take any other action on 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, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned 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.
The undersigned 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 attorney-in-fact might or
could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming
Page 20 of 34 pages.
any of the undersigned's responsibilities to comply with Section 16(a) or
Section 13 of the Securities Exchange Act of 1934.
IN WITNESS WHEREOF, the parties hereto have caused this Resolution to
be executed as of the date first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇▇ FUND, L.L.C. ▇▇▇▇▇▇▇▇ XI QUALIFIED,
A DELAWARE LIMITED LIABILITY A DELAWARE LIMITED PARTNERSHIP
COMPANY
By: ▇▇▇▇▇▇▇▇ XI MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Its General Partner
--------------------------------
Managing Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇▇▇ ASSOCIATES FUND, Managing Member
A CALIFORNIA LIMITED PARTNERSHIP
▇▇▇▇▇▇▇▇ SOFTWARE PARTNERS,
By: /s/ A. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, III A CALIFORNIA PARTNERSHIP
--------------------------------
General Partner By: ▇▇▇▇▇▇▇▇ VI INVESTMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Its General Partner
▇▇▇▇▇▇▇▇ ASSOCIATES FUND II,
A CALIFORNIA LIMITED PARTNERSHIP By: ▇▇▇▇▇▇▇▇ VI MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
General Partner of ▇▇▇▇▇▇▇▇ VI
By: /s/ A. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, III Investment Partners
--------------------------------
General Partner
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
----------------------------------
General Partner
Page 21 of 34 pages.
▇▇▇▇▇▇▇▇ SOFTWARE TECHNOLOGY PARTNERS, ▇▇▇▇▇▇▇▇ MEDICAL PARTNERS 1992,
A CALIFORNIA PARTNERSHIP A CALIFORNIA PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ VI INVESTMENT PARTNERS, By: ▇▇▇▇▇▇▇▇ VII,
A CALIFORNIA LIMITED PARTNERSHIP A CALIFORNIA LIMITED PARTNERSHIP
Its General Partner Its General Partner
By: ▇▇▇▇▇▇▇▇ VI MANAGEMENT PARTNERS, By: ▇▇▇▇▇▇▇▇ VII MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP A CALIFORNIA LIMITED PARTNERSHIP
General Partner of ▇▇▇▇▇▇▇▇ VI General Partner of ▇▇▇▇▇▇▇▇ VII
Investment Partners
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr. --------------------------------
-------------------------------- General Partner
General Partner
▇▇▇▇▇▇▇▇ MEDICAL PARTNERS, ▇▇▇▇▇▇▇▇ V MANAGEMENT PARTNERS,
A CALIFORNIA PARTNERSHIP A CALIFORNIA LIMITED PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ VI INVESTMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
Its General Partner --------------------------------
General Partner
By: ▇▇▇▇▇▇▇▇ VI MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
General Partner of ▇▇▇▇▇▇▇▇ VI ▇▇▇▇▇▇▇▇ VI MANAGEMENT PARTNERS,
Investment Partners A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr. By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
-------------------------------- --------------------------------
General Partner General Partner
Page 22 of 34 pages.
▇▇▇▇▇▇▇▇ VII MANAGEMENT PARTNERS, ▇▇▇▇▇▇▇▇ PRINCIPALS FUND, L.L.C.,
A CALIFORNIA LIMITED PARTNERSHIP A DELAWARE LIMITED LIABILITY COMPANY
By: ▇▇▇▇▇▇▇▇ X MANAGEMENT, L.L.C.,
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr. A DELAWARE LIMITED LIABILITY COMPANY
-------------------------------- Its General Partner
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇▇ VIII MANAGEMENT, L.L.C., --------------------------------
A DELAWARE LIMITED LIABILITY COMPANY Managing Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- ▇▇▇▇▇▇▇▇ PRINCIPALS FUND II, L.L.C.,
Managing Member A DELAWARE LIMITED LIABILITY COMPANY
By: ▇▇▇▇▇▇▇▇ XI MANAGEMENT, L.L.C.,
▇▇▇▇▇▇▇▇ IX MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
A DELAWARE LIMITED LIABILITY Its General Partner
COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ --------------------------------
-------------------------------- Managing Member
Managing Member
▇▇▇▇▇▇▇▇ X MANAGEMENT, L.L.C., ▇▇▇▇▇▇▇▇ PARTNERS,
A DELAWARE LIMITED LIABILITY A CALIFORNIA PARTNERSHIP
COMPANY
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ --------------------------------
-------------------------------- General Partner
Managing Member
Page 23 of 34 pages.
▇▇▇▇▇▇▇▇ '94 PARTNERS, VALLEY PARTNERS II,
A CALIFORNIA LIMITED PARTNERSHIP A CALIFORNIA PARTNERSHIP
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr. --------------------------------
-------------------------------- General Partner
General Partner
VALLEY PARTNERS III,
▇▇▇▇▇▇▇▇ '96 PARTNERS, A CALIFORNIA PARTNERSHIP
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr. --------------------------------
-------------------------------- General Partner
General Partner
▇▇▇▇▇▇▇▇ ASSOCIATES FUND III,
MF PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP
A CALIFORNIA PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ VIII MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr. Its General Partner
--------------------------------
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
MUHL PARTNERS, Managing Member
A CALIFORNIA PARTNERSHIP
▇▇▇▇▇▇▇▇ ASSOCIATES FUND IV,
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr. A DELAWARE LIMITED PARTNERSHIP
--------------------------------
General Partner By: ▇▇▇▇▇▇▇▇ IX MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
VALLEY PARTNERS,
A CALIFORNIA PARTNERSHIP
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr. Managing Member
--------------------------------
General Partner
Page 24 of 34 pages.
▇▇▇▇▇▇▇▇ ASSOCIATES FUND V, ▇▇▇▇▇▇▇▇ V,
A DELAWARE LIMITED PARTNERSHIP A CALIFORNIA LIMITED PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ X MANAGEMENT, L.L.C., By: ▇▇▇▇▇▇▇▇ V MANAGEMENT PARTNERS,
A DELAWARE LIMITED LIABILITY COMPANY A CALIFORNIA LIMITED PARTNERSHIP
Its General Partner Its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
-------------------------------- --------------------------------
Managing Member General Partner
▇▇▇▇▇▇▇▇ ASSOCIATES FUND VI, ▇▇▇▇▇▇▇▇ VI INVESTMENT PARTNERS,
A DELAWARE LIMITED PARTNERSHIP A CALIFORNIA LIMITED PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ XI MANAGEMENT, L.L.C., By: ▇▇▇▇▇▇▇▇ VI MANAGEMENT PARTNERS,
A DELAWARE LIMITED COMPANY A CALIFORNIA LIMITED COMPANY
Its General Partner Its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
-------------------------------- --------------------------------
Managing Member General Partner
▇▇▇▇▇▇▇▇ III, ▇▇▇▇▇▇▇▇ VII,
A CALIFORNIA LIMITED PARTNERSHIP A CALIFORNIA LIMITED PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ VII MANAGEMENT PARTNERS,
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr. A CALIFORNIA LIMITED PARTNERSHIP
-------------------------------- Its General Partner
General Partner
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
▇▇▇▇▇▇▇▇ IV, --------------------------------
A CALIFORNIA LIMITED PARTNERSHIP General Partner
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
--------------------------------
General Partner
Page 25 of 34 pages.
▇▇▇▇▇▇▇▇ VIII, ▇▇▇▇▇▇▇▇ XI,
A CALIFORNIA LIMITED PARTNERSHIP A DELAWARE LIMITED PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ VIII MANAGEMENT, L.L.C., By: ▇▇▇▇▇▇▇▇ XI MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner Its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- -----------------------
Managing Member Managing Member
▇▇▇▇▇▇▇▇ IX,
A DELAWARE LIMITED PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ IX MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Managing Member
▇▇▇▇▇▇▇▇ X,
A DELAWARE LIMITED PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ X MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Managing Member
Page 26 of 34 pages.
POWER OF ATTORNEY
For Executing Securities and Exchange Commission Filings
Known all by these present, that the undersigned hereby constitutes and appoints
▇▇▇▇▇ ▇. ▇▇▇▇ signing singly, his or her true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company, a
partner of any limited or general partnership, an officer, director or
stockholder of any corporation or otherwise as an authorized signatory of
any entity for which the undersigned is authorized to sign) forms (including
any amendments or supplements) relating to transactions in securities in
which the undersigned, individually or by entities controlled by ▇▇▇▇▇▇▇▇
Fund and its affiliates, may have a reporting obligation, in accordance with
Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder and in connection with any applications for ▇▇▇▇▇ access
codes;
2. Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such forms
and the filing of such forms with the United States Securities and Exchange
Commission and any other authority;
3. Take any other action on 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, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned 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.
The undersigned 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 attorney-in-fact might or
could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 16(a) or Section 13 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as this 22nd day of May 2000.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Page 27 of 34 pages.
POWER OF ATTORNEY
For Executing Securities and Exchange Commission Filings
Known all by these present, that the undersigned hereby constitutes and appoints
▇▇▇▇▇ ▇. ▇▇▇▇ signing singly, his or her true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company, a
partner of any limited or general partnership, an officer, director or
stockholder of any corporation or otherwise as an authorized signatory of
any entity for which the undersigned is authorized to sign) forms (including
any amendments or supplements) relating to transactions in securities in
which the undersigned, individually or by entities controlled by ▇▇▇▇▇▇▇▇
Fund and its affiliates, may have a reporting obligation, in accordance with
Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder and in connection with any applications for ▇▇▇▇▇ access
codes;
2. Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such forms
and the filing of such forms with the United States Securities and Exchange
Commission and any other authority;
3. Take any other action on 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, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned 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.
The undersigned 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 attorney-in-fact might or
could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 16(a) or Section 13 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as this 22nd day of May 2000.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Page 28 of 34 pages.
POWER OF ATTORNEY
For Executing Securities and Exchange Commission Filings
Known all by these present, that the undersigned hereby constitutes and appoints
▇▇▇▇▇ ▇. ▇▇▇▇ signing singly, his or her true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company, a
partner of any limited or general partnership, an officer, director or
stockholder of any corporation or otherwise as an authorized signatory of
any entity for which the undersigned is authorized to sign) forms (including
any amendments or supplements) relating to transactions in securities in
which the undersigned, individually or by entities controlled by ▇▇▇▇▇▇▇▇
Fund and its affiliates, may have a reporting obligation, in accordance with
Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder and in connection with any applications for ▇▇▇▇▇ access
codes;
2. Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such forms
and the filing of such forms with the United States Securities and Exchange
Commission and any other authority;
3. Take any other action on 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, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned 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.
The undersigned 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 attorney-in-fact might or
could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 16(a) or Section 13 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as this 22nd day of May 2000.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Page 29 of 34 pages.
POWER OF ATTORNEY
For Executing Securities and Exchange Commission Filings
Known all by these present, that the undersigned hereby constitutes and appoints
▇▇▇▇▇ ▇. ▇▇▇▇ signing singly, his or her true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company, a
partner of any limited or general partnership, an officer, director or
stockholder of any corporation or otherwise as an authorized signatory of
any entity for which the undersigned is authorized to sign) forms (including
any amendments or supplements) relating to transactions in securities in
which the undersigned, individually or by entities controlled by ▇▇▇▇▇▇▇▇
Fund and its affiliates, may have a reporting obligation, in accordance with
Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder and in connection with any applications for ▇▇▇▇▇ access
codes;
2. Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such forms
and the filing of such forms with the United States Securities and Exchange
Commission and any other authority;
3. Take any other action on 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, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned 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.
The undersigned 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 attorney-in-fact might or
could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 16(a) or Section 13 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as this 22nd day of May 2000.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Page 30 of 34 pages.
POWER OF ATTORNEY
For Executing Securities and Exchange Commission Filings
Known all by these present, that the undersigned hereby constitutes and appoints
▇▇▇▇▇ ▇. ▇▇▇▇ signing singly, his or her true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company, a
partner of any limited or general partnership, an officer, director or
stockholder of any corporation or otherwise as an authorized signatory of
any entity for which the undersigned is authorized to sign) forms (including
any amendments or supplements) relating to transactions in securities in
which the undersigned, individually or by entities controlled by ▇▇▇▇▇▇▇▇
Fund and its affiliates, may have a reporting obligation, in accordance with
Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder and in connection with any applications for ▇▇▇▇▇ access
codes;
2. Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such forms
and the filing of such forms with the United States Securities and Exchange
Commission and any other authority;
3. Take any other action on 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, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned 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.
The undersigned 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 attorney-in-fact might or
could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 16(a) or Section 13 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as this 22nd day of May 2000.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ III
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ III
Page 31 of 34 pages.
POWER OF ATTORNEY
For Executing Securities and Exchange Commission Filings
Known all by these present, that the undersigned hereby constitutes and appoints
▇▇▇▇▇ ▇. ▇▇▇▇ signing singly, his or her true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company, a
partner of any limited or general partnership, an officer, director or
stockholder of any corporation or otherwise as an authorized signatory of
any entity for which the undersigned is authorized to sign) forms (including
any amendments or supplements) relating to transactions in securities in
which the undersigned, individually or by entities controlled by ▇▇▇▇▇▇▇▇
Fund and its affiliates, may have a reporting obligation, in accordance with
Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder and in connection with any applications for ▇▇▇▇▇ access
codes;
2. Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such forms
and the filing of such forms with the United States Securities and Exchange
Commission and any other authority;
3. Take any other action on 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, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned 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.
The undersigned 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 attorney-in-fact might or
could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 16(a) or Section 13 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as this 22nd day of May 2000.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Page 32 of 34 pages.
POWER OF ATTORNEY
For Executing Securities and Exchange Commission Filings
Known all by these present, that the undersigned hereby constitutes and appoints
▇▇▇▇▇ ▇. ▇▇▇▇ signing singly, his or her true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned (both in the undersigned's
individual capacity and as a member of any limited liability company, a
partner of any limited or general partnership, an officer, director or
stockholder of any corporation or otherwise as an authorized signatory of
any entity for which the undersigned is authorized to sign) forms (including
any amendments or supplements) relating to transactions in securities in
which the undersigned, individually or by entities controlled by ▇▇▇▇▇▇▇▇
Fund and its affiliates, may have a reporting obligation, in accordance with
Section 16(a) or Section 13 of the Securities Exchange Act of 1934 and the
rules thereunder and in connection with any applications for ▇▇▇▇▇ access
codes;
2. Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such forms
and the filing of such forms with the United States Securities and Exchange
Commission and any other authority;
3. Take any other action on 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, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned 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.
The undersigned 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 attorney-in-fact might or
could do if personally present, hereby ratifying and confirming all that such
attorney-in-fact shall lawfully do or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 16(a) or Section 13 of the Securities
Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as this 22nd day of May 2000.
/s/ A. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ III
---------------------------------
A. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ III
Page 33 of 34 pages.
