Authority of Company Representative. The Company Representative is hereby irrevocably appointed as the agent, proxy and attorney-in-fact for each of the Company Securityholders for all purposes of this Agreement and any other agreement entered into in connection herewith, including the full power and authority on such Company Securityholder’s behalf (i) to consummate the transactions contemplated herein, (ii) to pay expenses incurred by such Company Securityholder or the Company Representative in connection with the marketing of the Company, the evaluation of the transactions contemplated by this Agreement and the negotiation and performance of this Agreement and any other agreement entered into in connection herewith (whether incurred on or after the date hereof), (iii) to any amounts payable to each Company Securityholder pursuant to this Agreement and disburse any funds received hereunder to each Company Securityholder, (iv) to endorse and deliver any certificates or instruments representing any Company Securityholder’s Company Common Stock, Company Option or Company Warrant and execute such further agreements or instruments as the Parent shall reasonably request or which the Company Representative shall consider necessary or proper to effectuate the transactions contemplated by this Agreement, all of which shall have the effect of binding the Company Securityholders as if such Company Securityholder had personally executed such agreement or instrument, (v) to resolve any adjustments or issues relating to any component of Article 10 of this Agreement, (vi) to receive notices and other deliverables hereunder on behalf of such Company Securityholder, (vii) to execute and deliver on behalf of such Company Securityholder any amendment or waiver hereto or to any other agreement contemplated hereunder, (viii) to take all other actions to be taken by or on behalf of such Company Securityholder in connection herewith, (ix) to dispute, compromise, settle and pay any claims made in connection with this Agreement or the transactions contemplated hereunder, (x) to retain legal and other professional advisors on behalf of, and at the expense of the Company Securityholders in connection with its actions hereunder, (xi) to dispense funds on behalf of the Company Securityholders pursuant to the terms of this Agreement and to retain from such funds an amount sufficient to satisfy the reasonable out-of-pocket expenses or other amounts incurred or payable by the Company Representative in fulfilling its oblig...
