EX-99 2 r_cyb13gam4-99.txt STATEMENT APPOINTING DESIGNATED FILER EXHIBIT A STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNER Each Reporting Person hereby authorizes and designates Jeffrey I. Martin and Peter Kalkanis (each, an "Authorized Signer and Designated Filer") to execute and file on behalf of such Reporting Person the Reports with respect to the securities of Cyberonics, Inc., including all Schedules 13D and 13G and Forms 3, 4 and 5, and any amendments thereto, that the Reporting Person may be required to file with the United States Securities and Exchange Commission as a result of the Reporting Person's ownership of, or transactions in, securities of the Company. The authority of the Designated Filer and Authorized Signer under this document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file Forms 3, 4 and 5 or Schedules 13D or 13G with respect to the Reporting Person's ownership of, or transactions in, securities of the Company, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signer are not assuming any of the Reporting Person's responsibilities to comply with Section 13(d) or Section 16 of the Exchange Act. Date: February 14, 2005 RHO CAPITAL PARTNERS, INC., Investment Advisor By: /s/ Joshua Ruch ----------------------------- Title: CEO Date: February 14, 2005 /s/ Joshua Ruch ----------------------------- Joshua Ruch Date: February 14, 2005 /s/ Habib Kairouz ----------------------------- Habib Kairouz Date: February 14, 2005 /s/ Mark Leschly ----------------------------- Mark Leschly