-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AUYY2+b4zhc7Oe7CuyKdpYgAUocmHI4hZYIcHJyG69QKPRNVg2ZMHnDe5/YZBA9I YwP/2YacSPw5F+k1Iuey2w== 0000921530-07-000002.txt : 20070109 0000921530-07-000002.hdr.sgml : 20070109 20070108173135 ACCESSION NUMBER: 0000921530-07-000002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070109 DATE AS OF CHANGE: 20070108 GROUP MEMBERS: GEORGE SOROS GROUP MEMBERS: JONATHAN SOROS GROUP MEMBERS: ROBERT SOROS GROUP MEMBERS: SFM AH LLC GROUP MEMBERS: SFM PARTICIPATION II, L.P. GROUP MEMBERS: SOROS STRATEGIC PARTNERS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JAMBA, INC. CENTRAL INDEX KEY: 0001316898 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 202122262 STATE OF INCORPORATION: DE FISCAL YEAR END: 0109 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80852 FILM NUMBER: 07518459 BUSINESS ADDRESS: STREET 1: 1700 17TH STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 BUSINESS PHONE: (415) 865-1100 MAIL ADDRESS: STREET 1: 1700 17TH STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94103 FORMER COMPANY: FORMER CONFORMED NAME: Services Acquisition Corp. International DATE OF NAME CHANGE: 20050207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOROS FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001029160 IRS NUMBER: 133914976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 BUSINESS PHONE: (212) 872-1054 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10106 SC 13G/A 1 form_sc13ga-jamba.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)* JAMBA, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 47023A101 (CUSIP Number) JANUARY 1, 2007 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following pages Page 1 of 20 Pages Exhibit Index: Page 15 CUSIP NO. 47023A101 PAGE 2 OF 20 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SOROS STRATEGIC PARTNERS LP 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 2,666,667 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,666,667 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,666,667 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.14% 12 Type of Reporting Person (See Instructions) PN CUSIP NO. 47023A101 PAGE 3 OF 20 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SFM PARTICIPATION II, L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 2,666,667 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,666,667 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,666,667 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.14% 12 Type of Reporting Person (See Instructions) PN CUSIP NO. 47023A101 PAGE 4 OF 20 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SFM AH LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 2,666,667 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,666,667 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,666,667 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.14% 12 Type of Reporting Person (See Instructions) OO CUSIP NO. 47023A101 PAGE 5 OF 20 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SOROS FUND MANAGEMENT LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 2,666,667 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 2,666,667 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,666,667 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.14% 12 Type of Reporting Person (See Instructions) OO, IA CUSIP NO. 47023A101 PAGE 6 OF 20 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) GEORGE SOROS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 2,666,667 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 2,666,667 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,666,667 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.14% 12 Type of Reporting Person (See Instructions) IA CUSIP NO. 47023A101 PAGE 7 OF 20 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ROBERT SOROS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 2,666,667 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 2,666,667 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,666,667 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.14% 12 Type of Reporting Person (See Instructions) IA CUSIP NO. 47023A101 PAGE 8 OF 20 PAGES 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) JONATHAN SOROS 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [x] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 0 Shares Beneficially 6 Shared Voting Power Owned By 2,666,667 Each Reporting 7 Sole Dispositive Power Person 0 With 8 Shared Dispositive Power 2,666,667 9 Aggregate Amount Beneficially Owned by Each Reporting Person 2,666,667 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.14% 12 Type of Reporting Person (See Instructions) IA CUSIP NO. 47023A101 PAGE 9 OF 20 PAGES ITEM 1(A) NAME OF ISSUER: Jamba, Inc. (the "Issuer"). 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1700 17th Street San Francisco, California 94103 ITEM 2(A) NAME OF PERSON FILING The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Soros Strategic Partners LP; ii) SFM Participation II, L.P.; iii) SFM AH LLC; iv) Soros Fund Management LLC; v) George Soros; vi) Robert Soros; and vii) Jonathan Soros. ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, 33rd Floor, New York, New York 10106. ITEM 2(C) CITIZENSHIP: i) Soros Strategic Partners LP is a Delaware limited partnership; ii) SFM Participation II, L.P. is a Delaware limited partnership; iii) SFM AH LLC is a Delaware limited liability company; iv) Soros Fund Management LLC is a Delaware limited liability company; v) George Soros is a United States citizen; vi) Robert Soros is a United States citizen; and vii) Jonathan Soros is a United States citizen. CUSIP NO. 47023A101 PAGE 10 OF 20 PAGES ITEM 2(D) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.001 per share (the "Shares"). ITEM 2(E) CUSIP NUMBER: 47023A101 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: This Item 3 is not applicable. ITEM 4. OWNERSHIP: ITEM 4(A) AMOUNT BENEFICIALLY OWNED: As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 2,666,667 Shares. ITEM 4(B) PERCENT OF CLASS: Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 5.14% of the total number of Shares outstanding. ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
SOROS STRATEGIC PARTNERS LP (i) Sole power to vote or direct the vote: 2,666,667 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 2,666,667 (iv) Shared power to dispose or to direct the disposition of 0 SFM PARTICIPATION II, L.P. (i) Sole power to vote or direct the vote: 2,666,667 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 2,666,667 (iv) Shared power to dispose or to direct the disposition of 0 SFM AH LLC (i) Sole power to vote or direct the vote: 2,666,667 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 2,666,667 (iv) Shared power to dispose or to direct the disposition of 0 CUSIP NO. 47023A101 PAGE 11 OF 20 PAGES SOROS FUND MANAGEMENT LLC (i) Sole power to vote or direct the vote: 2,666,667 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 2,666,667 (iv) Shared power to dispose or to direct the disposition of 0 GEORGE SOROS (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 2,666,667 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 2,666,667 ROBERT SOROS (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 2,666,667 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 2,666,667 JONATHAN SOROS (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or to direct the vote 2,666,667 (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 2,666,667
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: This Item 5 is not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: (i) The partners of Soros Strategic Partners LP ("SSP"), including Quantum Partners LDC, a Cayman Islands limited duration company, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of SSP in accordance with their partnership interest in SSP. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: This Item 7 is not applicable. CUSIP NO. 47023A101 PAGE 12 OF 20 PAGES ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: This Item 8 is not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP: This Item 9 is not applicable. ITEM 10. CERTIFICATION: By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. CUSIP NO. 47023A101 PAGE 13 OF 20 PAGES SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: January 8, 2007 SOROS STRATEGIC PARTNERS LP By: SFM PARTICIPATION II, L.P. General Partner By: SFM AH LLC General Partner By: Soros Fund Management LLC Managing Member By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Assistant General Counsel Date: January 8, 2007 SFM PARTICIPATION II, L.P. By: SFM AH LLC General Partner By: Soros Fund Management LLC Managing Member By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Assistant General Counsel Date: January 8, 2007 SFM AH LLC By: Soros Fund Management LLC Managing Member By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Assistant General Counsel Date: January 8, 2007 SOROS FUND MANAGEMENT LLC By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Assistant General Counsel CUSIP NO. 47023A101 PAGE 14 OF 20 PAGES Date: January 8, 2007 GEORGE SOROS By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Attorney-in-fact Date: January 8, 2007 ROBERT SOROS By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Attorney-in-fact Date: January 8, 2007 JONATHAN SOROS By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Attorney-in-fact
CUSIP NO. 47023A101 PAGE 15 OF 20 PAGES
EXHIBIT INDEX PAGE NO. A. Joint Filing Agreement, dated as of January 8, 2007, by and between Soros Strategic Partners LP, SFM Participation II, L.P., SFM AH LLC, Soros Fund Management LLC, George Soros, Robert Soros, and Jonathan Soros.................................................... 16 B. Power of Attorney, dated as of June 16, 2005, granted by George Soros in favor of Armando T. Belly, Jodye Anzalotta, Maryann Canfield, Jay Schoenfarber, and Robert Soros...................................................................................... 18 C. Power of Attorney, for Robert Soros, dated as of January 8, 2007.......................... 19 D. Power of Attorney, for Jonathan Soros, dated as of January 5, 2007........................ 20
CUSIP NO. 47023A101 PAGE 16 OF 20 PAGES EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G/A with respect to the Common Stock, par value $0.001 per share, of Jamba Inc., dated as of January 8, 2007, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
Date: January 8, 2007 SOROS STRATEGIC PARTNERS LP By: SFM PARTICIPATION II, L.P. General Partner By: SFM AH LLC General Partner By: Soros Fund Management LLC Managing Member By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Assistant General Counsel Date: January 8, 2007 SFM PARTICIPATION II, L.P. By: SFM AH LLC General Partner By: Soros Fund Management LLC Managing Member By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Assistant General Counsel Date: January 8, 2007 SFM AH LLC By: Soros Fund Management LLC Managing Member By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Assistant General Counsel Date: January 8, 2007 SOROS FUND MANAGEMENT LLC By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Assistant General Counsel CUSIP NO. 47023A101 PAGE 17 OF 20 PAGES Date: January 8, 2007 GEORGE SOROS By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Attorney-in-fact Date: January 8, 2007 ROBERT SOROS By: /s/ Jodye Anzalotta: ------------------------------------------------------ Name: Jodye Anzalotta Title: Attorney-in-fact Date: January 8, 2007 JONATHAN SOROS By: /s/ Jodye Anzalotta ------------------------------------------------------ Name: Jodye Anzalotta Title: Attorney-in-fact
CUSIP NO. 47023A101 PAGE 18 OF 20 PAGES EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, GEORGE SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and ROBERT SOROS, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. Execution of this power of attorney revokes that certain Power of Attorney dated as of the 11th March 2005 with respect to the same matters addressed above. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 16th day of June 2005. GEORGE SOROS /s/ Daniel Eule ----------------------------------------- Daniel Eule Attorney-in-Fact for George Soros CUSIP NO. 47023A101 PAGE 19 OF 20 PAGES EXHIBIT C POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, ROBERT SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Chief Investment Officer and Co-Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of January, 2007. ROBERT SOROS /s/ Robert Soros ------------------------------------- CUSIP NO. 47023A101 PAGE 20 OF 20 PAGES EXHIBIT D POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that I, JONATHAN SOROS, hereby make, constitute and appoint each of ARMANDO T. BELLY, JODYE ANZALOTTA, MARYANN CANFIELD, JAY SCHOENFARBER and DAVID TAYLOR, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as President and Co-Deputy Chairman of, member of or in other capacities with Soros Fund Management LLC ("SFM LLC") and each of its affiliates or entities advised by me or SFM LLC, all documents, certificates, instruments, statements, filings and agreements ("documents") to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act. All past acts of these attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by me. IN WITNESS WHEREOF, I have executed this instrument as of the 5th day of January 2007. JONATHAN SOROS /s/ Jonathan Soros --------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----