EXHIBIT 2
---------
RESOLUTION OF SIGNATURE AUTHORITY
FOR ▇▇▇▇▇ ▇. ▇▇▇▇
This Resolution is formed and entered into as of the 1/st/ 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 32 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 32 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.,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ A DELAWARE LIMITED LIABILITY
--------------------------------
Managing Member COMPANY
Its General Partner
▇▇▇▇▇▇▇▇ ASSOCIATES FUND,
A CALIFORNIA LIMITED By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
PARTNERSHIP ---------------------------------
Managing Member
By: /s/ A. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, III ▇▇▇▇▇▇▇▇ SOFTWARE PARTNERS,
-------------------------------- A CALIFORNIA PARTNERSHIP
General Partner
By: ▇▇▇▇▇▇▇▇ VI INVESTMENT
▇▇▇▇▇▇▇▇ ASSOCIATES FUND II, PARTNERS,
A CALIFORNIA LIMITED A CALIFORNIA LIMITED
PARTNERSHIP PARTNERSHIP
Its General Partner
By: /s/ A. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, III By: ▇▇▇▇▇▇▇▇ VI MANAGEMENT
-------------------------------- PARTNERS,
General Partner A CALIFORNIA LIMITED
PARTNERSHIP
General Partner of ▇▇▇▇▇▇▇▇ VI
Investment Partners
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
---------------------------------
General Partner
Page 21 of 32 pages.
▇▇▇▇▇▇▇▇ SOFTWARE TECHNOLOGY ▇▇▇▇▇▇▇▇ MEDICAL PARTNERS 1992,
PARTNERS, A CALIFORNIA PARTNERSHIP
A CALIFORNIA PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ VII,
By: ▇▇▇▇▇▇▇▇ VI INVESTMENT A CALIFORNIA LIMITED
PARTNERS, PARTNERSHIP
A CALIFORNIA LIMITED Its General Partner
PARTNERSHIP
Its General Partner By: ▇▇▇▇▇▇▇▇ VII MANAGEMENT
PARTNERS,
By: ▇▇▇▇▇▇▇▇ VI MANAGEMENT A CALIFORNIA LIMITED
PARTNERS, PARTNERSHIP
A CALIFORNIA LIMITED General Partner of ▇▇▇▇▇▇▇▇ VII
PARTNERSHIP
General Partner of ▇▇▇▇▇▇▇▇ VI
Investment Partners By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
---------------------------------
General Partner
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
--------------------------------
General Partner
▇▇▇▇▇▇▇▇ V MANAGEMENT
▇▇▇▇▇▇▇▇ MEDICAL PARTNERS, PARTNERS,
A CALIFORNIA PARTNERSHIP A CALIFORNIA LIMITED
PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ VI INVESTMENT
PARTNERS,
A CALIFORNIA LIMITED By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
PARTNERSHIP ---------------------------------
Its General Partner General Partner
By: ▇▇▇▇▇▇▇▇ VI MANAGEMENT ▇▇▇▇▇▇▇▇ VI MANAGEMENT
PARTNERS, PARTNERS,
A CALIFORNIA LIMITED A CALIFORNIA LIMITED
PARTNERSHIP PARTNERSHIP
General Partner of ▇▇▇▇▇▇▇▇ VI
Investment Partners
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
---------------------------------
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr. General Partner
--------------------------------
General Partner
Page 22 of 32 pages.
▇▇▇▇▇▇▇▇ VII MANAGEMENT ▇▇▇▇▇▇▇▇ PRINCIPALS FUND, L.L.C.,
PARTNERS, A DELAWARE LIMITED LIABILITY
A CALIFORNIA LIMITED COMPANY
PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ X MANAGEMENT,
L.L.C.,
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr. A DELAWARE LIMITED LIABILITY
-----------------------------
General Partner COMPANY
Its General Partner
▇▇▇▇▇▇▇▇ VIII MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
COMPANY -----------------------------
Managing Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PRINCIPALS FUND II,
----------------------------- L.L.C.,
Managing Member A DELAWARE LIMITED LIABILITY
COMPANY
▇▇▇▇▇▇▇▇ IX MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY By: ▇▇▇▇▇▇▇▇ XI MANAGEMENT,
COMPANY L.L.C.,
A DELAWARE LIMITED LIABILITY
COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Its General Partner
-----------------------------
Managing Member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇▇ X MANAGEMENT, L.L.C., Managing Member
A DELAWARE LIMITED LIABILITY
COMPANY
▇▇▇▇▇▇▇▇ PARTNERS,
A CALIFORNIA PARTNERSHIP
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Managing Member
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
-----------------------------
General Partner
Page 23 of 32 pages.
▇▇▇▇▇▇▇▇ '94 PARTNERS, VALLEY PARTNERS II,
A CALIFORNIA LIMITED A CALIFORNIA PARTNERSHIP
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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
General Partner
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
-----------------------------
General Partner
▇▇▇▇▇▇▇▇ ASSOCIATES FUND III,
MF PARTNERS, A CALIFORNIA LIMITED
A CALIFORNIA PARTNERSHIP PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ VIII MANAGEMENT,
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr. L.L.C., A DELAWARE LIMITED
----------------------------- LIABILITY COMPANY
General Partner
Its General Partner
MUHL PARTNERS,
A CALIFORNIA PARTNERSHIP By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Managing Member
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
----------------------------- ▇▇▇▇▇▇▇▇ ASSOCIATES FUND IV,
General Partner
A DELAWARE LIMITED PARTNERSHIP
VALLEY PARTNERS, By: ▇▇▇▇▇▇▇▇ IX MANAGEMENT,
A CALIFORNIA PARTNERSHIP L.L.C., A DELAWARE LIMITED
LIABILITY COMPANY
Its General Partner
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
-----------------------------
General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Managing Member
Page 24 of 32 pages.
▇▇▇▇▇▇▇▇ ASSOCIATES FUND V, ▇▇▇▇▇▇▇▇ V,
A DELAWARE LIMITED PARTNERSHIP A CALIFORNIA LIMITED
PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ X MANAGEMENT,
L.L.C., A DELAWARE LIMITED By: ▇▇▇▇▇▇▇▇ V MANAGEMENT
LIABILITY COMPANY PARTNERS,
Its General Partner A CALIFORNIA LIMITED
PARTNERSHIP
Its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Managing Member
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
-----------------------------
▇▇▇▇▇▇▇▇ ASSOCIATES FUND VI, General Partner
A DELAWARE LIMITED PARTNERSHIP
▇▇▇▇▇▇▇▇ VI INVESTMENT
By: ▇▇▇▇▇▇▇▇ XI MANAGEMENT, PARTNERS,
L.L.C., A DELAWARE LIMITED A CALIFORNIA LIMITED
COMPANY PARTNERSHIP
Its General Partner
By: ▇▇▇▇▇▇▇▇ VI MANAGEMENT
PARTNERS,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ A CALIFORNIA LIMITED COMPANY
-----------------------------
Managing Member Its General Partner
▇▇▇▇▇▇▇▇ III, By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
A CALIFORNIA LIMITED -----------------------------
PARTNERSHIP General Partner
▇▇▇▇▇▇▇▇ VII,
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr. A CALIFORNIA LIMITED
----------------------------- PARTNERSHIP
General Partner
By: ▇▇▇▇▇▇▇▇ VII MANAGEMENT
▇▇▇▇▇▇▇▇ IV, PARTNERS,
A CALIFORNIA LIMITED A CALIFORNIA LIMITED
PARTNERSHIP PARTNERSHIP
Its General Partner
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
-----------------------------
General Partner By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Jr.
-----------------------------
General Partner
Page 25 of 32 pages.
▇▇▇▇▇▇▇▇ VIII, ▇▇▇▇▇▇▇▇ XI,
A CALIFORNIA LIMITED A DELAWARE LIMITED PARTNERSHIP
PARTNERSHIP
By: ▇▇▇▇▇▇▇▇ XI MANAGEMENT,
By: ▇▇▇▇▇▇▇▇ VIII MANAGEMENT, L.L.C.,
L.L.C., A DELAWARE LIMITED A DELAWARE LIMITED LIABILITY
LIABILITY COMPANY 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 32 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 22/nd/ day of May 2000.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Page 27 of 32 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 22/nd/ day of May 2000.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------
▇▇▇▇▇ ▇. ▇▇▇▇
Page 28 of 32 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 22/nd/ day of May 2000.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Page 29 of 32 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 22/nd/ day of May 2000.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ III
---------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇ III
Page 30 of 32 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 22/nd/ day of May 2000.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Page 31 of 32 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 22/nd/ day of May 2000.
/s/ A. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ III
------------------------------
A. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ III
Page 32 of 32 pages.