EXHIBIT 2
---------
RESOLUTION OF SIGNATURE AUTHORITY
FOR XXXXX X. XXXX
This Resolution is formed and entered into as of the 1/st/ day of May, 2000, by
and among Xxxxx X. Xxxx ("Xxxx"), Xxxxxxxx Associates Fund, a California limited
partnership ("Associates"), Xxxxxxxx Associates Fund II, a California limited
partnership ("Associates II"), Xxxxxxxx Associates Fund III, a California
limited partnership ("Associates III"), Xxxxxxxx Associates Fund IV, a Delaware
limited partnership ("Associates IV"), Xxxxxxxx Associates Fund V, a Delaware
limited partnership ("Associates V"), Xxxxxxxx Associates Fund VI, a Delaware
limited partnership ("Associates VI"), Xxxxxxxx III, a California limited
partnership ("Xxxxxxxx III"), Xxxxxxxx IV, a California limited partnership
("Xxxxxxxx IV"), Xxxxxxxx V, a California limited partnership ("Xxxxxxxx V"),
Xxxxxxxx VI Investment Partners, a California limited partnership ("Xxxxxxxx
VI"), Xxxxxxxx VII, a California limited partnership ("Xxxxxxxx VII"), Xxxxxxxx
VIII, a California limited partnership ("Xxxxxxxx VIII"), Xxxxxxxx IX, a
Delaware limited partnership ("Xxxxxxxx IX"), Xxxxxxxx X, a Delaware limited
partnership ("Xxxxxxxx X"), Xxxxxxxx XI, a Delaware limited partnership
("Xxxxxxxx XI"), Xxxxxxxx XI Qualified, a Delaware limited partnership
("Xxxxxxxx XI Qualified"), Xxxxxxxx Software Partners, a California partnership
("Xxxxxxxx Software Partners"), Xxxxxxxx Software Technology Partners, a
California partnership ("Xxxxxxxx Software Technology Partners"), Xxxxxxxx
Medical Partners, a California partnership ("Xxxxxxxx Medical Partners"),
Xxxxxxxx Medical Partners 1992, a California partnership ("Xxxxxxxx Medical
Partners 1992"), Xxxxxxxx V Management Partners, a California limited
partnership ("Xxxxxxxx V Management"), Xxxxxxxx VI Management Partners, a
California limited partnership ("Xxxxxxxx VI Management"), Xxxxxxxx VII
Management Partners, a California limited partnership ("Xxxxxxxx VII
Management"), Xxxxxxxx VIII Management, L.L.C., a Delaware limited liability
company ("Xxxxxxxx VIII Management"), Xxxxxxxx IX Management, L.L.C., a Delaware
limited liability company ("Xxxxxxxx IX Management"), Xxxxxxxx X Management,
L.L.C., a Delaware limited liability company ("Xxxxxxxx X Management"), Xxxxxxxx
XI Management, L.L.C., a Delaware limited liability company ("Xxxxxxxx XI
Management"), Xxxxxxxx Principals Fund, L.L.C., a Delaware limited liability
company ("Xxxxxxxx Principals Fund"), Xxxxxxxx Principals Fund II, L.L.C., a
Delaware limited liability company ("Xxxxxxxx Principals Fund II"), MF Partners,
a California partnership ("MF Partners"), Xxxxxxxx Partners, a California
partnership ("Xxxxxxxx Partners"), Xxxxxxxx '94 Partners, a California limited
partnership ("Xxxxxxxx '94 Partners"), Xxxxxxxx '96 Partners, a California
limited partnership ("Xxxxxxxx '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, Xxxxxxxx III, Xxxxxxxx IV, Xxxxxxxx V, Xxxxxxxx VI, Xxxxxxxx VII,
Xxxxxxxx VIII, Xxxxxxxx IX, Xxxxxxxx X, Xxxxxxxx XI, Xxxxxxxx XI Qualified,
Xxxxxxxx Software Partners, Xxxxxxxx Software Technology Partners, Xxxxxxxx
Medical Partners, Xxxxxxxx Medical Partners 1992, Xxxxxxxx V Management,
Xxxxxxxx VI Management, Xxxxxxxx VII Management, Xxxxxxxx VIII Management,
Xxxxxxxx IX Management, Xxxxxxxx X Management, Xxxxxxxx XI Management, Xxxxxxxx
Principals Fund,
Page 18 of 31 pages.
Xxxxxxxx Principals Fund II, MF Partners, Xxxxxxxx Partners, Xxxxxxxx '94
Partners, Xxxxxxxx '96 Partners, Valley Partners I, Valley Partners II, Valley
Partners III, and MUHL Partners being hereinafter collectively referred to as
the "Xxxxxxxx Entities"), and Xxxxxxxx Fund, L.L.C., a Delaware limited
liability company (the "Company"), the service company with respect to the
Xxxxxxxx Entities.
WITNESSETH
WHEREAS: The Company and the General Partners of the Xxxxxxxx Entities desire
-------
to empower the Controller of the Company, Xxxx, to take certain actions and to
execute certain documents on behalf of the Company and the Xxxxxxxx Entities;
RESOLVED: Xxxx 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 Xxxxxxxx Entities;
RESOLVED FURTHER: That Xxxx 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 Xxxxxxxx Entities, and to appoint
Xxxx 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 XXXXX 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 19 of 31 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/ Xxxxx X. Xxxx
------------------------------------
Xxxxx X. Xxxx
XXXXXXXX FUND, L.L.C.
A DELAWARE LIMITED LIABILITY
COMPANY
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
XXXXXXXX ASSOCIATES FUND,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ A. Xxxxx Xxxxxxxx, III
-----------------------------------------
General Partner
XXXXXXXX ASSOCIATES FUND II,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ A. Xxxxx Xxxxxxxx, III
-----------------------------------------
General Partner
XXXXXXXX XI QUALIFIED,
A DELAWARE LIMITED PARTNERSHIP
By: XXXXXXXX XI MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
XXXXXXXX SOFTWARE PARTNERS,
A CALIFORNIA PARTNERSHIP
By: XXXXXXXX VI INVESTMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Its General Partner
By: XXXXXXXX VI MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
General Partner of Xxxxxxxx VI Investment
Partners
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
Page 20 of 31 pages.
XXXXXXXX SOFTWARE TECHNOLOGY PARTNERS,
A CALIFORNIA PARTNERSHIP
By: XXXXXXXX VI INVESTMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Its General Partner
By: XXXXXXXX VI MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
General Partner of Xxxxxxxx VI Investment Partners
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
XXXXXXXX MEDICAL PARTNERS,
A CALIFORNIA PARTNERSHIP
By: XXXXXXXX VI INVESTMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Its General Partner
By: XXXXXXXX VI MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
General Partner of Xxxxxxxx VI Investment Partners
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
XXXXXXXX MEDICAL PARTNERS 1992,
A CALIFORNIA PARTNERSHIP
By: XXXXXXXX VII,
A CALIFORNIA LIMITED PARTNERSHIP
Its General Partner
By: XXXXXXXX VII MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
General Partner of Xxxxxxxx VII
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
XXXXXXXX V MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
XXXXXXXX VI MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
Page 21 of 31 pages.
XXXXXXXX VII MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
XXXXXXXX VIII MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
XXXXXXXX IX MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY
COMPANY
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
XXXXXXXX X MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY
COMPANY
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
XXXXXXXX PRINCIPALS FUND, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
By: XXXXXXXX X MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
XXXXXXXX PRINCIPALS FUND II, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
By: XXXXXXXX XI MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
XXXXXXXX PARTNERS,
A CALIFORNIA PARTNERSHIP
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
Page 22 of 31 pages.
XXXXXXXX '94 PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
XXXXXXXX '96 PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
MF PARTNERS,
A CALIFORNIA PARTNERSHIP
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
MUHL PARTNERS,
A CALIFORNIA PARTNERSHIP
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
VALLEY PARTNERS,
A CALIFORNIA PARTNERSHIP
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
VALLEY PARTNERS II,
A CALIFORNIA PARTNERSHIP
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
VALLEY PARTNERS III,
A CALIFORNIA PARTNERSHIP
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
General Partner
XXXXXXXX ASSOCIATES FUND III,
A CALIFORNIA LIMITED PARTNERSHIP
By: XXXXXXXX VIII MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
XXXXXXXX ASSOCIATES FUND IV,
A DELAWARE LIMITED PARTNERSHIP
By: XXXXXXXX IX MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
Page 23 of 31 pages.
XXXXXXXX ASSOCIATES FUND V,
A DELAWARE LIMITED PARTNERSHIP
By: XXXXXXXX X MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
XXXXXXXX ASSOCIATES FUND VI,
A DELAWARE LIMITED PARTNERSHIP
By: XXXXXXXX XI MANAGEMENT, L.L.C.,
A DELAWARE LIMITED COMPANY
Its General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
XXXXXXXX III,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
XXXXXXXX IV,
A CALIFORNIA LIMITED PARTNERSHIP
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
XXXXXXXX V,
A CALIFORNIA LIMITED PARTNERSHIP
By: XXXXXXXX V MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Its General Partner
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
XXXXXXXX VI INVESTMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
By: XXXXXXXX VI MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED COMPANY
Its General Partner
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
XXXXXXXX VII,
A CALIFORNIA LIMITED PARTNERSHIP
By: XXXXXXXX VII MANAGEMENT PARTNERS,
A CALIFORNIA LIMITED PARTNERSHIP
Its General Partner
By: /s/ X. Xxxxxx Xxxxx, Jr.
-----------------------------------------
General Partner
Page 24 of 31 pages.
XXXXXXXX VIII,
A CALIFORNIA LIMITED PARTNERSHIP
By: XXXXXXXX VIII MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
XXXXXXXX IX,
A DELAWARE LIMITED PARTNERSHIP
By: XXXXXXXX IX MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
XXXXXXXX X,
A DELAWARE LIMITED PARTNERSHIP
By: XXXXXXXX X MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
XXXXXXXX XI,
A DELAWARE LIMITED PARTNERSHIP
By: XXXXXXXX XI MANAGEMENT, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY
Its General Partner
By: /s/ Xxxxx X. Xxxxx
-----------------------------------------
Managing Member
Page 25 of 31 pages.
POWER OF ATTORNEY
For Executing Securities and Exchange Commission Filings
Known all by these present, that the undersigned hereby constitutes and appoints
Xxxxx X. Xxxx 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 Xxxxxxxx
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 XXXXX 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/ Xxxxx X. Xxxxx, Xx.
---------------------------------
Xxxxx X. Xxxxx, Xx.
Page 26 of 31 pages.
POWER OF ATTORNEY
For Executing Securities and Exchange Commission Filings
Known all by these present, that the undersigned hereby constitutes and appoints
Xxxxx X. Xxxx 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 Xxxxxxxx
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 XXXXX 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/ Xxxxx X. Xxxx
----------------------------------
Xxxxx X. Xxxx
Page 27 of 31 pages.
POWER OF ATTORNEY
For Executing Securities and Exchange Commission Filings
Known all by these present, that the undersigned hereby constitutes and appoints
Xxxxx X. Xxxx 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 Xxxxxxxx
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 XXXXX 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/ Xxxxxxx X. Xxxxx
----------------------------------
Xxxxxxx X. Xxxxx
Page 28 of 31 pages.
POWER OF ATTORNEY
For Executing Securities and Exchange Commission Filings
Known all by these present, that the undersigned hereby constitutes and appoints
Xxxxx X. Xxxx 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 Xxxxxxxx
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 XXXXX 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/ Xxxxxxx X. Xxx Xxxxx III
----------------------------------
Xxxxxxx X. Xxx Xxxxx III
Page 29 of 31 pages.
POWER OF ATTORNEY
For Executing Securities and Exchange Commission Filings
Known all by these present, that the undersigned hereby constitutes and appoints
Xxxxx X. Xxxx 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 Xxxxxxxx
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 XXXXX 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/ Xxxxxxx X. Xxxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxxx
Page 30 of 31 pages.
POWER OF ATTORNEY
For Executing Securities and Exchange Commission Filings
Known all by these present, that the undersigned hereby constitutes and appoints
Xxxxx X. Xxxx 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 Xxxxxxxx
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 XXXXX 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. Xxxxx Xxxxxxxx III
----------------------------------
A. Xxxxx Xxxxxxxx III
Page 31 of 31 pages.
