SECTION 16 POWER OF ATTORNEY
With respect to holdings of and transactions in securities issued by Bandwidth
Inc. (the "Company"), the undersigned hereby constitutes and appoints the
officers of the Company listed on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:
1. execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
accordance with Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules thereunder;
2. do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or
5, complete and execute any amendment or amendments thereto, and timely file
such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
3. take any other action of any type whatsoever in 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 the discretion of such attorney-in-fact.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-facts substitute or substitutes, 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 attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is any Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of November, 2017.
/s/ Kevin J. Martin
-------------------
Kevin J. Martin
Schedule A
Individuals Appointed as Attorney-in-Fact with Full Power of Substitution and
Resubstitution
1. Jeffrey A. Hoffman Chief Financial Officer
2. W. Christopher Matton General Counsel
SECTION 16 POWER OF ATTORNEY
With respect to holdings of and transactions in securities issued by Bandwidth
Inc. (the "Company"), the undersigned hereby constitutes and appoints the
officers of the Company listed on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:
4. execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
accordance with Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules thereunder;
5. do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, or
5, complete and execute any amendment or amendments thereto, and timely file
such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
6. take any other action of any type whatsoever in 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 the discretion of such attorney-in-fact.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-facts substitute or substitutes, 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 attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is any Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934, as amended.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of November, 2017.
/s/ Brian D. Bailey
-------------------
Brian D. Bailey
Schedule A
Individuals Appointed as Attorney-in-Fact with Full Power of
Substitution and Resubstitution
1. Jeffrey A. Hoffman Chief Financial Officer
2. W. Christopher Matton General Counsel