0001179110-13-005004.txt : 20130313 0001179110-13-005004.hdr.sgml : 20130313 20130313110349 ACCESSION NUMBER: 0001179110-13-005004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130312 FILED AS OF DATE: 20130313 DATE AS OF CHANGE: 20130313 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FLEETCOR TECHNOLOGIES INC CENTRAL INDEX KEY: 0001175454 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 5445 TRIANGLE PARKWAY STREET 2: SUITE 400 CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 800-877-9019 MAIL ADDRESS: STREET 1: 5445 TRIANGLE PARKWAY STREET 2: SUITE 400 CITY: NORCROSS STATE: GA ZIP: 30092 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUMMIT SUBORDINATED DEBT FUND II L P CENTRAL INDEX KEY: 0001030825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35004 FILM NUMBER: 13686376 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178241094 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUMMIT VI ADVISORS FUND LP CENTRAL INDEX KEY: 0001131279 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35004 FILM NUMBER: 13686379 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178241094 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUMMIT VI ENTREPRENEURS FUND LP CENTRAL INDEX KEY: 0001131280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35004 FILM NUMBER: 13686378 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178241094 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUMMIT VENTURES VI-A LP CENTRAL INDEX KEY: 0001131656 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35004 FILM NUMBER: 13686381 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178241094 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUMMIT VENTURES VI-B LP CENTRAL INDEX KEY: 0001131666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35004 FILM NUMBER: 13686380 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178241094 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SUMMIT INVESTORS VI LP CENTRAL INDEX KEY: 0001258822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35004 FILM NUMBER: 13686377 BUSINESS ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178241094 MAIL ADDRESS: STREET 1: 222 BERKELEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Summit Partners Private Equity Fund VII B L P CENTRAL INDEX KEY: 0001385242 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35004 FILM NUMBER: 13686374 BUSINESS ADDRESS: STREET 1: 222 Berkeley Street STREET 2: 18th Floor CITY: Boston STATE: MA ZIP: 02116 BUSINESS PHONE: 6178241000 MAIL ADDRESS: STREET 1: 222 Berkeley Street STREET 2: 18th Floor CITY: Boston STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Summit Investors I, LLC CENTRAL INDEX KEY: 0001435565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35004 FILM NUMBER: 13686373 BUSINESS ADDRESS: STREET 1: 222 BERKLEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-824-1606 MAIL ADDRESS: STREET 1: 222 BERKLEY STREET STREET 2: 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: SUMMIT INVESTORS I LLC DATE OF NAME CHANGE: 20080520 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Summit Partners Private Equity Fund VII-A, L.P. CENTRAL INDEX KEY: 0001486421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35004 FILM NUMBER: 13686375 BUSINESS ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 824-1000 MAIL ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Summit Investors I (UK), L.P. CENTRAL INDEX KEY: 0001494616 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35004 FILM NUMBER: 13686382 BUSINESS ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617 824-1000 MAIL ADDRESS: STREET 1: C/O SUMMIT PARTNERS STREET 2: 222 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 4 1 edgar.xml FORM 4 - X0306 4 2013-03-12 0 0001175454 FLEETCOR TECHNOLOGIES INC FLT 0001131656 SUMMIT VENTURES VI-A LP 222 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001131666 SUMMIT VENTURES VI-B LP 222 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001131279 SUMMIT VI ADVISORS FUND LP C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLORR BOSTON MA 02116 0 0 1 0 0001131280 SUMMIT VI ENTREPRENEURS FUND LP C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001258822 SUMMIT INVESTORS VI LP C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001030825 SUMMIT SUBORDINATED DEBT FUND II L P C/O SUMMIT PARTNERS 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001486421 Summit Partners Private Equity Fund VII-A, L.P. 222 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001385242 Summit Partners Private Equity Fund VII B L P 222 BERKELEY STREET 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001435565 Summit Investors I, LLC 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 0001494616 Summit Investors I (UK), L.P. 222 BERKELEY STREET, 18TH FLOOR BOSTON MA 02116 0 0 1 0 Common Stock 2013-03-12 4 S 0 1500000 70.55 D 8632156 D Represents shares sold by the following entities: 852,358 shares of common stock sold by Summit Ventures VI-A, L.P., 355,468 shares of common stock sold by Summit Ventures VI-B, L.P., 17,727 shares of common stock sold by Summit VI Advisors Fund, L.P., 27,216 shares of common stock sold by Summit VI Entrepreneurs Fund, L.P., 7,137 shares of common stock sold by Summit Investors VI, L.P., 22,069 shares of common stock sold by Summit Subordinated Debt Fund II, L.P., 135,674 shares of common stock sold by Summit Partners Private Equity Fund VII-A, L.P., 81,488 shares of common stock sold by Summit Partners Private Equity Fund VII-B, L.P., 781 shares of common stock sold by Summit Investors I, LLC and 82 shares of common stock sold by Summit Investors I (UK), L.P. Represents shares held by the following entities: 4,905,127 shares of common stock held by Summit Ventures VI-A, L.P., 2,045,634 shares of common stock held by Summit Ventures VI-B, L.P., 102,013 shares of common stock held by Summit VI Advisors Fund, L.P., 156,624 shares of common stock held by Summit VI Entrepreneurs Fund, L.P., 41,071 shares of common stock held by Summit Investors VI, L.P., 127,002 shares of common stock held by Summit Subordinated Debt Fund II, L.P., 780,776 shares of common stock held by Summit Partners Private Equity Fund VII-A, L.P., 468,946 shares of common stock held by Summit Partners Private Equity Fund VII-B, L.P., 4,492 shares of common stock held by Summit Investors I, LLC and 471 shares of common stock held by Summit Investors I (UK), L.P. The entities mentioned in Footnotes 1 and 2 are collectively referred to as the "Summit Entites." Each of the Summit Entities disclaims beneficial ownership of all shares except those specifically listed in the Footnotes as held by such entity, except to the extent of each such entity's pecuniary interest therein. Summit Ventures VI-A, L.P., by Summit Partners VI (GP), L.P., its GP, by Summit Partners VI (GP), LLC, its GP, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member 2013-03-13 Summit Ventures VI-B, L.P., by Summit Partners VI (GP), L.P., Its GP, by Summit Partners VI (GP), LLC, Its GP, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member 2013-03-13 Summit VI Advisors Fund, L.P., by Summit Partners VI (GP), L.P., its GP, by Summit Partners VI (GP), LLC, its GP, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member 2013-03-13 Summit VI Entrepreneurs Fund, L.P., by Summit Partners VI (GP), L.P., its GP, by Summit Partners VI (GP), LLC, its GP, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member 2013-03-13 Summit Investors VI, L.P., by Summit Partners VI (GP), L.P., its GP, by Summit Partners VI (GP), LLC, its GP, by Summit Partners, L.P., its Manager, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph F. Trustey, Member 2013-03-13 Summit Partners Subordinated Debt Fund II, L.P., by Summit Partners Subordinated Debt II, LLC, its GP, by Stamps, Woodsum & Company IV, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph 2013-03-13 Summit Partners Private Equity Fund VII-A, L.P., by Summit Partners PE VII, L.P., its GP, by Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member 2013-03-13 Summit Partners Private Equity Fund VII-B, L.P., by Summit Partners PE VII, L.P., its GP, by Summit Partners PE VII, LLC, its GP, by Summit Partners, L.P., its GP, by Summit Master Company, LLC, its GP, by Robin W. Devereux, POA for Joseph Trustey, Member 2013-03-13 Summit Investors I, LLC, by Summit Investors Management, LLC, its Manager, by Summit Partners, L.P., its Managing Member, by Summit Master Company, LLC, its general partner, by Robin W. Devereux, POA for Joseph F. Trustey, Member 2013-03-13 Summit Investors I (UK), L.P., by Summit Investors Management, LLC, its General Partner, by Summit Partners, L.P., its Managing Member, by Summit Master Company, its General Partner, by Robin W. Devereux, POA for Joseph F. Trustey, Member 2013-03-13 EX-24 2 mm10-1211summit_poa.htm mm10-1211summit_poa.htm
 
EXHIBIT 24
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robin W. Devereux his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all instruments, certificates and documents required to be executed on behalf of himself or herself individually or on behalf of each of any affiliate of Summit Partners, L.P. that is not a portfolio company, including without limitation those entities listed on the attached Exhibit A, on matters relating to:
 
(a)  
Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 144 promulgated under the Securities Act of 1933, as amended (the “33 Act”) and any and all regulations promulgated thereunder,  including filings with the Securities and Exchange Commission pursuant thereto;
 
(b)  
any written ballot or proxy with respect to any investment securities owned beneficially or of record by any such entities;
 
(c)  
such filings required pursuant to the Internal Revenue Code of 1986, as amended, and any related regulations, pertaining to such entities
 
(d)  
economic exhibits relating to such entities; and
 
(e)  
the PATRIOT Act.
 
and to file the same, with all exhibits thereto, and any other documents in connection therewith, with, as applicable, (i) the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the By-laws of the National Association of Securities Dealers, and/or (ii) the Internal Revenue Service, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as he or she might or could do in person thereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.  Said attorney-in-fact is entitled to amend Exhibit A from time to time to reflect additional affiliates of Summit Partners, L.P. that are not portfolio companies.
 
The undersigned hereby acknowledges that this Power of Attorney supercedes, revokes and terminates any power of attorney executed by the undersigned prior to the date hereof for the purposes listed above.

[Exhibit A and Signature Pages Follow]
 
 

 
1
 

Power of Attorney
 
Exhibit A
 
HKL I Partners
Summit Accelerator Management, LLC
HKL I, LLC
Summit Accelerator Management, L.P.
SD II Bennington Blocker Corp.
Summit Accelerator Partners, LLC
SD II Eyeglass Blocker Corp.
Summit Accelerator Partners, L.P.
SD II Eyeglass Holdings, L.P.
Summit Founders' Fund II, L.P.
SD III-B Nomacorc Blocker Corp.
Summit Founders' Fund, L.P.
SD III-B Nomacorc Holdings, L.P.
Summit GmbH & Co. Beteiligungs KG
SD III-B Tippmann Blocker Corp.
Summit Incentive Plan II, L.P.
SD III-B Tippmann Holdings, L.P.
Summit Incentive Plan, L.P.
SD III-B Tivoli Blocker Corp.
Summit Investment Holdings Trust
SD III-B Tivoli Holdings, L.P.
Summit Investment Holdings Trust II
SD III-B TUI Blocker Corp.
Summit Investors (SAF) IV, L.P.
SD III-B TUI Holdings, L.P.
Summit Investors Holdings Trust
SDIII-B Focus Blocker Corp.
Summit Investors I (UK), L.P.
SDIII-B Focus Holdings, L.P.
Summit Investors I, LLC
Shearson Summit Partners Management, L.P.
Summit Investors II, L.P.
SP (1984), L.P.
Summit Investors III, L.P.
SP PE VII-B Announce Blocker Corp.
Summit Investors Management, LLC
SP PE VII-B Announce Holdings, L.P.
Summit Investors VI, L.P.
SP PE VII-B Nomacorc Holdings, L.P.
Summit Investors, L.P.
SP VC II-B TMFS Blocker Corp.
Summit LogistiCare LLC
SP VC II-B TMFS Holdings, L.P.
Summit Master Company, LLC
Sparta Holding Corporation
Summit Partners III S.a.r.l.
SPPE VII-B Aurora Blocker Corp.
Summit Partners PE VII, LLC
SPPE VII-B Aurora Holdings, L.P.
Summit Partners PE VII, L.P.
SPPE VII-B CD Blocker Corp.
Summit Partners Blocker, Inc.
SPPE VII-B Champion Blocker Corp.
Summit Partners Europe Private Equity Fund, L.P.
SPPE VII-B Nomacorc Blocker Corp.
Summit Partners Europe, L.P.
SPPE VII-B SUN Blocker Corp.
Summit Partners Europe, LTD.
SPPE VII-B SUN Holdings, L.P.
Summit Partners F.F. Corp.
SPPE VII-B TUI Blocker Corp.
Summit Partners Holdings, L.P.
SPPE VII-B TUI Holdings, L.P.
Summit Partners II S.a.r.l.
SPVCII-B Anesthetix Blocker Corp.
Summit Partners II, L.P.
SPVCII-B LiveOffice Blocker Corp.
Summit Partners III, L.P.
Stamps, Woodsum & Co.
Summit Partners IV, L.P.
Stamps, Woodsum & Co. II
Summit Partners, LLC
Stamps, Woodsum & Co. III
Summit Partners Private Equity Fund VII-A, L.P.
Stamps, Woodsum &Co. IV
Summit Partners Private Equity Fund VII-B, L.P.
Summit Accelerator Founders' Fund, L.P.
Summit Partners S.a.r.l.
Summit Accelerator Fund, L.P.
Summit Partners SD II, LLC
 
 
 

 

 
2
 

Power of Attorney
 
Exhibit A
 
Summit Partners SD III, L.P.
Summit Ventures V, L.P.
Summit Partners SD III, LLC
Summit Ventures VI-A, L.P.
Summit Partners SD IV, LLC
Summit Ventures VI-B HCP Blocker Corp.
Summit Partners SD IV, LP
Summit Ventures VI-B HCP, L.P.
Summit Partners SD IV-A, LP
Summit Ventures VI-B, L.P.
Summit Partners SD IV-B, LP
Summit Ventures, L.P.
Summit Partners SD, L.P.
Summit Verwaltings GmbH
Summit Partners V S.a.r.l.
Summit VI Advisors Fund, L.P.
Summit Partners V, L.P.
Summit VI Entrepreneurs Fund L.P.
Summit Partners VC II LLC
Summit/CAM Holdings, LLC
Summit Partners VC II LP
Summit/Meditech LLC
Summit Partners Venture Capital Fund II-A, L.P.
Summit/Sun Holdings, LLC
Summit Partners Venture Capital Fund II-B, L.P.
SV Eurofund, C.V.
Summit Partners VI (GP), L.P.
SV International, L.P.
Summit Partners VI (GP), LLC
SV VI -B Eyeglass Common Blocker Corp.
Summit Partners VI-A France
SV VI -B Eyeglass Preferred Blocker Corp.
Summit Partners VI-A S.a.r.l.
SV VI B Tippmann Common Blocker Corp.
Summit Partners VI-B France
SV VI B Tippmann Preferred Blocker Corp.
Summit Partners VI-B S.a.r.l.
SV VI Tippmann Holdings. L.P.
Summit Partners VII-A S.a.r.l.
SV VI-B Aurora Blocker Corp.
Summit Partners VII-B S.a.r.l.
SV VI-B Aurora Holdings, L.P.
Summit Partners VIII S.a.r.l.
SV VI-B Bennington Blocker Corp.
Summit Partners, L.P.
SV VI-B Bennington Holdings, L.P.
Summit Partners, LP Profit Sharing Plan and Trust
SV VI-B CAM Blocker Corp.
Summit Partners, LP Savings and Investment Plan
SV VI-B CAM Holdings, L.P.
Summit Partners, Ltd.
SV VI-B CD Blocker Corp.
Summit Retained Earnings, L.P.
SV VI-B CD Holdings, L.P.
Summit Subordinated Debt Fund II, L.P.
SV VI-B Commnet Common Blocker Corp.
Summit Subordinated Debt Fund III-A, L.P.
SV VI-B Commnet Holdings, L.P.
Summit Subordinated Debt Fund III-B, L.P.
SV VI-B Commnet Preferred Blocker Corp.
Summit Subordinated Debt Fund, L.P.
SV VI-B Eyeglass Holdings, L.P.
Summit TRI,  L.P.
SV VI-B Focus Blocker Corp.
Summit UK Advisory LLC
SV VI-B Focus Holdings, L.P
Summit V Advisors Fund QP, L.P.
SV VI-B LiteCure Blocker Corp.
Summit V Advisors Fund, L.P.
SV VI-B LiteCure, L.P.
Summit V Companion Fund, L.P.
SV VI-B Tippmann Holdings. L.P.
Summit Ventures II, L.P.
SV VI-B Tivoli Blocker Corp.
Summit Ventures III, L.P.
SV VI-B Tivoli Holdings, LP
Summit Ventures IV, L.P.
SWC Holdings CO.
 
 
 
 

 
 
3
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 27 day of August, 2008.


/s/Gregory M. Avis                       
Gregory M. Avis

State of California                         )
                                                    ) ss:
County of San Mateo                   )

On this 27 day of August, 2008, before me personally came Gregory M. Avis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]











/s/Lisa Franco                               
Notary Public
 
 

 
4
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.


/s/John R. Carroll                          
John R. Carroll

Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )

On this 15 day of September, 2008, before me personally came John R. Carroll, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Peter Danbridge                        
Notary Public


 
5
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.


/s/Peter Y. Chung                          
Peter Y. Chung

State of California                         )
                                                    ) ss:
County of San Mateo                   )

On this 18 day of August, 2008, before me personally came Peter Y. Chung, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Elisa Leonhardt                          
Notary Public


 
6
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5 day of Sept., 2008.


/s/Scott C. Collins                         
Scott C. Collins

Kingdom of England                     )
                                                    ) ss:
City of London                             )

On this 5th day of September, 2008, before me personally came Scott C. Collins, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Edward Gardiner                       
Notary Public


 
7
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.


/s/Christopher J. Dean                   
Christopher J. Dean

Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )

On this 15 day of September, 2008, before me personally came Christopher J. Dean, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Peter Danbridge                        
Notary Public


 
8
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.


/s/Bruce R. Evans                          
Bruce R. Evans

Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )

On this 15 day of September, 2008, before me personally came Bruce R. Evans, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Peter Danbridge                         
Notary Public


 
9
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.


/s/Charles J. Fitzgerald                  
Charles J. Fitzgerald

State of California                         )
                                                    ) ss:
County of San Mateo                   )

On this 18 day of August, 2008, before me personally came Charles J. Fitzgerald, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Elisa Leonhardt                         
Notary Public


 
10
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 21 day of August, 2008.


/s/Craig D. Frances                       
Craig D. Frances

State of California                         )
                                                    ) ss:
County of San Mateo                   )

On this 21 day of August, 2008, before me personally came Craig D. Frances, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Elisa Leonhardt                          
Notary Public


 
11
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.


/s/Thomas H. Jennings                   
Thomas H. Jennings

Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )

On this 15 day of September, 2008, before me personally came Thomas H. Jennings, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Peter Danbridge                        
Notary Public


 
12
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 18 day of August, 2008.


/s/Walter G. Kortschak                 
Walter G. Kortschak

State of California                         )
                                                    ) ss:
County of San Mateo                   )

On this 18 day of August, 2008, before me personally came Walter G. Kortschak, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Elisa Leonhardt                         
Notary Public


 
13
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 5th day of September, 2008.


/s/Sotiris T. Lyritzis                        
Sotiris T. Lyritzis

Kingdom of England                     )
                                                    ) ss:
City of London                             )

On this 5th day of September, 2008, before me personally came Sotiris T. Lyritzis, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Edward Gardiner                       
Notary Public


 
14
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.


/s/Martin J. Mannion                     
Martin J. Mannion

Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )

On this 15 day of September, 2008, before me personally came Martin J. Mannion, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Peter Danbridge                        
Notary Public


 
15
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 12 day of August, 2008.


/s/Harrison B. Miller                      
Harrison B. Miller

State of California                         )
                                                    ) ss:
County of San Mateo                   )

On this 12 day of August, 2008, before me personally came Harrison B. Miller, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Lisa Franco                               
Notary Public


 
16
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.


/s/Kevin P. Mohan                        
Kevin P. Mohan

Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )

On this 15 day of September, 2008, before me personally came Kevin P. Mohan, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Peter Danbridge                        
Notary Public


 
17
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.


/s/Thomas S. Roberts                    
Thomas S. Roberts

Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )

On this 15 day of September, 2008, before me personally came Thomas S. Roberts, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Peter Danbridge                        
Notary Public


 
18
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 10 day of September, 2008.


/s/E. Roe Stamps                          
E. Roe Stamps

State of Florida                            )
                                                   ) ss:
County of Monroe                       )

On this 10 day of September, 2008, before me personally came E. Roe Stamps, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Joanne Muniz                            
Notary Public


 
19
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.


/s/Joseph F. Trustey                      
Joseph F. Trustey

Commonwealth of Massachusetts )
                                                    ) ss:
County of Suffolk                         )

On this 15 day of September, 2008, before me personally came Joseph F. Trustey, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Peter Danbridge                        
Notary Public


 
20
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 15 day of September, 2008.


/s/Stephen G. Woodsum               
Stephen G. Woodsum

Commonwealth of Massachusetts )
                                                    ) ss:
Country of Suffolk                        )

On this 15 day of September, 2008, before me personally came
Stephen G. Woodsum, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Peter Danbridge                        
Notary Public


 
21
 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th day of December, 2010.

/s/Joseph J. Kardwell                    
Joseph J. Kardwell

Commonwealth of Massachusetts )
                                                    ) ss:
Country of Suffolk                        )

On this 9 day of December, 2010, before me personally came Joseph J. Kardwell, known to me to be the person described and who executed the foregoing instrument that he acknowledged and executed the same.

[Notary Seal]












/s/Ma Laarni Canoy                      
Notary Public



22