Common use of Execution of Purchase Agreement Clause in Contracts

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock of the Corporation having an aggregate value of up to $15,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock to Fusion Capital Fund II, LLC as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that the Corporation is hereby authorized to issue such shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 of the Purchase Agreement (the “Additional Commitment Shares”) and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock of the Corporation Common Stock having an aggregate value of up to $15,000,00030,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock to Fusion Capital Fund II, LLC as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Aspire Shares pursuant to the Purchase Agreement, the Purchase Aspire Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofnon-assessable; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ shares Authorized Officer be, and hereby is, authorized and directed, for and on behalf of Common Stock for issuance as Purchase the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement. Agreement in such form as may be approved by such officers, or to cause any such Aspire Shares to be delivered through electronic book entry; and FURTHER RESOLVED, that the Corporation is Authorized Officer be, and hereby is, duly authorized and directed to issue such shares prepare and file with the Securities and Exchange Commission (the “SEC”) a Rule 424(b) prospectus supplement (the “Prospectus Supplement”) to the Company’s shelf Registration Statement on Form S-3 on file with the SEC (File No. 333-225448) (the “Shelf S-3 Registration Statement”) for the issuance of Common Stock (subject the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 received by the Company in connection with the sale of the Purchase Agreement (Shares be used in the manner described in the section entitled “Additional Commitment Shares”) and that, upon issuance Use of Proceeds” in the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofProspectus Supplement; and

Execution of Purchase Agreement. FURTHER RESOLVED, that The successful bidder has earned the Corporation right to make an offer to the Seller; no sale has been completed. The bidder will be and it hereby is authorized required to execute an Irrevocable Real Estate Purchase Agreement immediately following the close of the auction and provide the required ▇▇▇▇▇▇▇ Money within 24 hours to the Seller in a check payable to Ness Bros. Buyer's offer expires 11:59 P.M. (local time) seven days after the online auction date, unless Seller timely accepts it; the ▇▇▇▇▇▇▇ Money will be returned if Seller does not accept the successful bid as a primary or secondary offer, subject to any required approvals. --- TAXES: The real estate taxes shall be prorated. Seller shall pay real estate taxes which are payable during the year in which Closing occurs, and taxes payable during the succeeding year, prorated to the date of Closing. Buyer shall assume and pay all subsequent taxes. If at the time of closing the tax ▇▇▇▇ for the Real Estate for the succeeding year has not been issued, taxes payable shall be computed based on the last tax ▇▇▇▇ available to the closing agent. The succeeding year’s tax ▇▇▇▇, because of recently constructed improvements, annexation, reassessment, or similar items may greatly exceed the last tax ▇▇▇▇ available to the closing agent. --- GUARANTY: Any individual submitting a bid or signing the Purchase Agreement providing on behalf of any entity agrees to be individually bound by all these terms and conditions and individually responsible for payment of the ▇▇▇▇▇▇▇ Money and the balance due. --- SURVEY: The Seller has a legal description for the purchase of common stock property so no survey will be provided. If a survey is requested, it will be paid for by the Buyer. --- CLOSING: Balance of the Corporation having purchase price is due in cash at closing, which will take place, within 45 days after the acceptance date if the buyer has financed the transaction or 30 days after the acceptance if the buyer has made a cash offer. The fee charged by any closing agent, including an aggregate value of up to $15,000,000; and FURTHER RESOLVEDattorney acting as a closing agent for both parties, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28or Buyer's lender acting in such capacity, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock to Fusion Capital Fund II, LLC as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares for closing services shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to equally by the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares parties. Buyer will be duly authorizedresponsible for paying a $245.00 administration transaction commission payable to Ness Bros. --- AUCTIONEER RESERVES: Auctioneer Reserves the right to make changes to an auction, validly issuedto split or combine lots, fully paid and nonassessable with no personal liability attaching to cancel, suspend or extend the ownership thereof; and FURTHER RESOLVED, that auction event. NOTE: Neither the Corporation shall initially reserve __________ shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that the Corporation Seller nor Ness Bros. is hereby authorized to issue such shares of Common Stock (subject to equitable adjustment responsible for any reorganizationpersonal property left in the residence and buildings, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 of on the Purchase Agreement (land after the “Additional Commitment Shares”) Real Estate possession is granted to Buyer and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to inherited by the ownership thereof; andnew buyer.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute and deliver the Purchase Agreement providing for the purchase of common stock of the Corporation having an aggregate value of up to $15,000,0008,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 17,500 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28October 10, 2005 2008 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 400,000 shares of Common Stock to Fusion Capital Fund II, LLC as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ 3,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Corporation is Authorized Officers be, and each of them hereby authorized to issue such shares is, authorized, empowered and directed on behalf of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 and in the name of the Purchase Agreement (Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the “Additional Commitment Shares”) purpose and that, upon issuance intent of any and all of the Additional Commitment Shares pursuant to foregoing resolutions, and that all actions heretofore taken by any officer or director of the Purchase AgreementCorporation in connection with the transactions contemplated by the agreements described herein are hereby approved, the Additional Commitment Shares will be duly authorized, validly issued, fully paid ratified and nonassessable with no personal liability attaching to the ownership thereof; andconfirmed in all respects.

Execution of Purchase Agreement. FURTHER RESOLVEDFurther Resolved, that the Corporation Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock up to Ten Million Dollars ($10,000,000) of the Corporation having an aggregate value of up to $15,000,000Company’s common stock; and FURTHER RESOLVEDFurther Resolved, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 to Lincoln Park 139,403 shares of Common Stock to Fusion Capital Fund II, LLC as the Commitment Shares , and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, Agreement the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVEDFurther Resolved, that the Corporation Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVEDFurther Resolved, that the Corporation Company shall initially reserve __________ [●] shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVEDFurther Resolved, The Authorized Officers are hereby authorized, in the name and on behalf of the Company, to prepare, execute and file, or cause to be filed, with the SEC a Registration Statement on Form S-1 to register the offer and sale of the Purchase Shares and Commitment Shares, which Registration Statement shall be substantially in the form previously distributed to the Board, with such changes therein, additions thereto and deletions therefrom as the Authorized Officers, or any of them, shall approve, such approval to be conclusively evidenced by the filing thereof, and any prospectuses relating to the sale of the Securities (including, without limitation, free writing prospectuses pursuant to Rule 433 of the Securities Act of 1933, as amended (the “Securities Act”)), any registration statement under the Securities Act relating to the registration of additional Securities, and any amendments (including, without limitation, post-effective amendments) or supplements to such documents as the Authorized Officers determine to be necessary or advisable, together with all documents required to be filed as exhibits and schedules to such Registration Statement, or any amendments or supplements thereto, and all certificates, letters, instruments, applications and other documents which may be required to be filed with the SEC with respect to the registration and offering of the Purchase Shares and Commitment Shares (collectively, the “Registration Statement”). Further Resolved, that the Corporation is Authorized Officers be, and each of them hereby is, authorized and empowered, for and on behalf of the Company, to issue such shares of Common Stock (subject file any notifications required to equitable adjustment for any reorganizationbe filed by the Company with Nasdaq and the Financial Industry Regulatory Authority, recapitalization, non-cash dividend, stock split or other similar transaction) Inc. as may be required under Section 4 a result of the Purchase Agreement or the issuance of the Purchase Shares and Commitment Shares and to apply to list all the Offering Shares on Nasdaq; and that the Authorized Officers be, and each of them hereby is, authorized and empowered, for and on behalf of the Company, to cause the execution and delivery of any and all documents, to cause the payment of all listing and related fees and to take any and all further actions they deem necessary, appropriate or desirable to carry out the intent of the foregoing, any such determination to be conclusively evidenced by the execution and delivery of such documents or instruments or the doing or performing of such acts or things. Further Resolved, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Company and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Company to consummate the agreements referred to herein and to perform its obligations under such agreements; and Further Resolved, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Company, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Company in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of [●], 2023 (“Purchase Agreement”), by and between ENVERIC BIOSCIENCES, INC., a Delaware corporation (the “Additional Commitment SharesCompany”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Ten Million Dollars ($10,000,000) and that, upon issuance of the Additional Commitment Shares pursuant Company’s Common Stock, $0.01 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ______________, Secretary of the Additional Commitment Shares will be duly authorizedCompany, validly issuedhereby certifies, fully paid on behalf of the Company and nonassessable with no personal liability attaching to the ownership thereof; andnot in his individual capacity, as follows:

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock up to Fifty Million Dollars ($50,000,000) of the Corporation having an aggregate value of up to $15,000,000Company’s Common Stock; and FURTHER RESOLVED, that the Corporation was Company is hereby authorized to issue 20,000 to Lincoln Park 150,000 shares of Common Stock to Fusion pursuant to as the Confidential Term Sheet between the Company and Fusion dated as of June 28Initial Commitment Shares, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock to Fusion Capital Fund II, LLC as Commitment Shares and that upon issuance of the Initial Commitment Shares pursuant to the Purchase Agreement, the Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation Company is hereby authorized to issue $1,500,000 of shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as Additional Commitment Shares (together with the Initial Commitment Shares, the “Commitment Shares”) in accordance with the Section 5(e) of the Purchase Agreement and that, upon issuance, such Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Company shall reserve 650,000 of shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Commitment Shares under the Purchase Agreement, and the Company shall adjust such reserve from time to time as shall be necessary, proper or desirable to carry into effect the purpose, obligations under, and intent of the Purchase Agreement; and FURTHER RESOLVED, that the Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation Company shall initially reserve __________ 16,666,667 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that and the Corporation is hereby authorized Company shall adjust such reserve from time to issue such shares of Common Stock (subject time as shall be necessary, proper or desirable to equitable adjustment for any reorganizationcarry into effect the purpose, recapitalizationobligations under, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 and intent of the Purchase Agreement (the “Additional Commitment Shares”) and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock of the Corporation having an aggregate value of up to $15,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock to Fusion Capital Fund II, LLC as Initial Commitment Shares and that upon issuance of the Initial Commitment Shares pursuant to the Purchase Agreement, the Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that the Corporation is hereby authorized to issue such shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 of the Purchase Agreement (the “Additional Commitment Shares”) and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and

Execution of Purchase Agreement. FURTHER RESOLVEDFurther Resolved, that the Corporation Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock up to Forty Million Dollars ($40,000,000) of the Corporation having an aggregate value of up to $15,000,000Company’s common stock; and FURTHER RESOLVEDFurther Resolved, that the Corporation was Company is hereby authorized to issue 20,000 to Lincoln Park Capital Fund, LLC, 325,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28Initial Purchase Shares, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock to Fusion Capital Fund II, LLC as Commitment Shares and that upon issuance of the Commitment Initial Purchase Shares pursuant to the Purchase Agreement, Agreement the Commitment Initial Purchase Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVEDFurther Resolved, that the Corporation Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVEDFurther Resolved, that the Corporation Company shall initially reserve __________ 5,000,000 shares of Common Stock for issuance as Purchase Shares (other than Initial Purchase Shares) under the Purchase Agreement. FURTHER RESOLVEDFurther Resolved, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Company and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Company to consummate the agreements referred to herein and to perform its obligations under such agreements; and Further Resolved, that the Corporation is Authorized Officers be, and each of them hereby authorized is, authorized, empowered and directed on behalf of and in the name of the Company, to issue take or cause to be taken all such shares further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of Common Stock (subject to equitable adjustment for any reorganizationand all of the foregoing resolutions, recapitalizationand that all actions heretofore taken by any officer or director of the Company in connection with the transactions contemplated by the agreements described herein are hereby approved, non-cash dividend, stock split or other similar transaction) as ratified and confirmed in all respects. This Action by Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board. This Action may be required under Section 4 signed in one or more counterparts, each of the Purchase Agreement (the “Additional Commitment Shares”) which shall be deemed an original, and that, upon issuance all of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; andwhich shall constitute one instrument.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock of the Corporation having an aggregate value of up to $15,000,0006,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 62,500 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28November 30, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 450,000 shares of Common Stock to Fusion Capital Fund II, LLC as Initial Commitment Shares and that upon issuance of the Initial Commitment Shares pursuant to the Purchase Agreement, the Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that the Corporation is hereby authorized to issue such 450,000 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 in connection with the purchase of the Purchase Agreement Shares (the “Additional Commitment Shares”) in accordance with the terms of the Purchase Agreement and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; andand FURTHER RESOLVED, that the Corporation shall initially reserve 450,000 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Additional Commitment Shares under the Purchase Agreement.

Execution of Purchase Agreement. FURTHER RESOLVED, that The successful bidder has earned the Corporation right to make an offer to the Seller; no sale has been completed. The bidder will be and it hereby is authorized required to execute an Irrevocable Real Estate Purchase Agreement immediately following the close of the auction and provide the required ▇▇▇▇▇▇▇ Money within 24 hours to the Seller in a check payable to Ness Bros. ▇▇▇▇▇'s offer expires 11:59 P.M. (local time) seven days after the online auction date, unless Seller timely accepts it; the ▇▇▇▇▇▇▇ Money will be returned if Seller does not accept the successful bid as a primary or secondary offer, subject to any required approvals. --- TAXES: The real estate taxes shall be prorated. Seller shall pay real estate taxes which are payable during the year in which Closing occurs, and taxes payable during the succeeding year, prorated to the date of Closing. Buyer shall assume and pay all subsequent taxes. If at the time of closing the tax bill for the Real Estate for the succeeding year has not been issued, taxes payable shall be computed based on the last tax bill available to the closing agent. The succeeding year’s tax bill, because of recently constructed improvements, annexation, reassessment, or similar items may greatly exceed the last tax bill available to the closing agent. --- GUARANTY: Any individual submitting a bid or signing the Purchase Agreement providing on behalf of any entity agrees to be individually bound by all these terms and conditions and individually responsible for payment of the ▇▇▇▇▇▇▇ Money and the balance due. --- SURVEY: The Seller has a legal description for the purchase of common stock property so no survey will be provided. If a survey is requested, it will be paid for by the Buyer. --- PRE-HOME INSPECTION: The Buyer acknowledges receipt/disclosure of the Corporation having an aggregate value of up to $15,000,000; Home Inspection Report and FURTHER RESOLVEDitems listed, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock to Fusion Capital Fund II, LLC as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance along with the terms of 120 Day Warranty Provided by Family Guard Home Inspection Services and Residential Warranty Services Inc. --- AUCTIONEER RESERVES: Auctioneer Reserves the Purchase Agreement right to make changes to an auction, to split or combine lots, cancel, suspend or extend the auction event. NOTE: Neither the Seller nor Ness Bros. is responsible for any personal property left in the residence and thatbuildings, upon issuance of or on the Purchase Shares pursuant land after the Real Estate possession is granted to the Purchase Agreement, the Purchase Shares Buyer and will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to inherited by the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that the Corporation is hereby authorized to issue such shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 of the Purchase Agreement (the “Additional Commitment Shares”) and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; andnew buyer.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock up to Five Million Dollars ($5,000,000) of the Corporation having an aggregate value of up to $15,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofCorporation’s common stock; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock to Fusion pay Lincoln Park Capital Fund IIFund, LLC as Commitment Shares and that upon issuance of LLC, the Commitment Shares pursuant Fee of $100,000 by wire transfer of immediately available funds to an account designated by written notice to the Company on or prior to the date of the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ 3,727,387 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Corporation is Authorized Officers be, and each of them hereby authorized to issue such shares is, authorized, empowered and directed on behalf of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 and in the name of the Purchase Agreement (Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the “Additional Commitment Shares”) purpose and that, upon issuance intent of any and all of the Additional Commitment Shares pursuant to foregoing resolutions, and that all actions heretofore taken by any officer or director of the Purchase AgreementCorporation in connection with the transactions contemplated by the agreements described herein are hereby approved, the Additional Commitment Shares will be duly authorized, validly issued, fully paid ratified and nonassessable with no personal liability attaching to the ownership thereof; andconfirmed in all respects.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock of the Corporation Company having an aggregate value of up to $15,000,0006,500,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock the Commitment Shares to Fusion Capital Fund II, LLC Aspire as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofnon-assessable; and FURTHER RESOLVED, that the Corporation Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofnon-assessable; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ shares officers of Common Stock the Company be, and each of them hereby is, authorized and directed, for issuance as Purchase and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement. Agreement in such form as may be approved by such officers, or to cause any such Aspire Shares to be delivered through electronic book entry; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue such shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 officers of the Purchase Agreement (Company with the “Additional Commitment Shares”) assistance of counsel be, and each of them hereby is, authorized and directed to take all necessary steps and do all other things necessary and appropriate to effect the listing of the Aspire Shares on the NASDAQ Capital Market; and FURTHER RESOLVED, that, upon issuance without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Additional Commitment Shares pursuant Company and to take all such steps as deemed necessary or appropriate, with the Purchase Agreementadvice and assistance of counsel, to cause the Additional Commitment Shares will be duly Company to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, validly issuedempowered and directed on behalf of and in the name of the Company, fully paid to take or cause to be taken all such further actions and nonassessable to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Company in connection with no personal liability attaching to the ownership thereof; andtransactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock an aggregate of One Million Three Hundred Nineteen Thousand Five Hundred Dollars ($1,319,500) of the Corporation having an aggregate value of up to $15,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofCorporation’s common stock; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock to Fusion Capital Fund II, LLC as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of 500,000 Purchase Shares up to the available amount under the Purchase Agreement for a purchase price of $1.25 per Purchase Share to Lincoln Park and [____] shares of common stock to the other Investors for a purchase price of $[___] per Purchase Share in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation shall initially reserve __________ shares and to take all such steps as deemed necessary or appropriate, with the advice and assistance of Common Stock for issuance as Purchase Shares counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under the Purchase Agreement. such agreements; and FURTHER RESOLVED, that the Corporation is Authorized Officers be, and each of them hereby authorized to issue such shares is, authorized, empowered and directed on behalf of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 and in the name of the Purchase Agreement (Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the “Additional Commitment Shares”) purpose and that, upon issuance intent of any and all of the Additional Commitment Shares pursuant to foregoing resolutions, and that all actions heretofore taken by any officer or director of the Purchase AgreementCorporation in connection with the transactions contemplated by the agreements described herein are hereby approved, the Additional Commitment Shares will be duly authorized, validly issued, fully paid ratified and nonassessable with no personal liability attaching to the ownership thereof; andconfirmed in all respects.

Execution of Purchase Agreement. FURTHER RESOLVED, that The successful bidder has earned the Corporation right to make an offer to the Seller; no sale has been completed. The bidder will be and it hereby is authorized required to execute an Irrevocable Real Estate Purchase Agreement immediately following the close of the auction and provide the required ▇▇▇▇▇▇▇ Money within 24 hours to the Seller in a check payable to Ness Bros. ▇▇▇▇▇'s offer expires 11:59 P.M. (local time) seven days after the online auction date, unless Seller timely accepts it; the ▇▇▇▇▇▇▇ Money will be returned if Seller does not accept the successful bid as a primary or secondary offer, subject to any required approvals. --- TAXES: The real estate taxes shall be prorated. Seller shall pay real estate taxes which are payable during the year in which Closing occurs, and taxes payable during the succeeding year, prorated to the date of Closing. Buyer shall assume and pay all subsequent taxes. If at the time of closing the tax bill for the Real Estate for the succeeding year has not been issued, taxes payable shall be computed based on the last tax bill available to the closing agent. The succeeding year’s tax bill, because of recently constructed improvements, annexation, reassessment, or similar items may greatly exceed the last tax bill available to the closing agent. --- GUARANTY: Any individual submitting a bid or signing the Purchase Agreement providing on behalf of any entity agrees to be individually bound by all these terms and conditions and individually responsible for payment of the ▇▇▇▇▇▇▇ Money and the balance due. --- SURVEY: The Seller has a legal description for the purchase of common stock property so no survey will be provided. If a survey is requested, it will be paid for by the Buyer. Buyer will pay for any new survey for any parcel where there is no existing legal description or where new boundaries are created by the tract division at the auction. Closing prices shall be adjusted to reflect any differences between advertised and surveyed acres on any of the Corporation having an aggregate value of up to $15,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance Tracts. --- PRE-HOME INSPECTION: The Buyer acknowledges receipt/disclosure of the Signing SharesHome Inspection Report and items listed, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock to Fusion Capital Fund II, LLC as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance along with the terms of 120 Day Warranty Provided by Family Guard Home Inspection Services and Residential Warranty Services Inc. --- AUCTIONEER RESERVES: Auctioneer Reserves the Purchase Agreement right to make changes to an auction, to split or combine lots, cancel, suspend or extend the auction event. NOTE: Neither the Seller nor Ness Bros. is responsible for any personal property left in the residence and thatbuildings, upon issuance of or on the Purchase Shares pursuant land after the Real Estate possession is granted to the Purchase Agreement, the Purchase Shares Buyer and will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to inherited by the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that the Corporation is hereby authorized to issue such shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 of the Purchase Agreement (the “Additional Commitment Shares”) and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; andnew buyer.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock up to Ten Million Two Hundred Thousand ($10,200,000) of the Corporation having an aggregate value of up to $15,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofCorporation’s common stock; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 to Lincoln Park Capital Fund, LLC, 718,310 shares of Common Stock to Fusion Capital Fund II, LLC as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, Agreement the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement Agreement, including without limitation, the Initial Purchase Shares and Filing Purchase Shares, and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ 21,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. ; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue such 1,077,465 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 in connection with the purchase of the Purchase Agreement Shares (the “Additional Commitment Shares”) in accordance with the terms of the Purchase Agreement and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; andand FURTHER RESOLVED, that the Corporation shall initially reserve 1,077,465 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as Additional Commitment Shares under the Purchase Agreement; and FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects.

Execution of Purchase Agreement. FURTHER RESOLVED(a) Prior to the Closing, Thomas A. Golub, John F. McGrath, Edward F. McNulty and Daniel J. Do▇▇▇▇▇ ▇▇▇, ▇▇▇▇ly ▇▇▇▇ ▇▇▇▇▇▇▇ ▇o S▇▇▇▇▇▇ ▇.▇▇(▇)(▇ii), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Capital Limited Partnership V ("Conning") will take, and will use their best efforts to cause the Company, HIRAC and their respective Boards of Directors to take, the following actions to effect the complete execution of this Agreement by all of the Selling Members of the Company and by all of the Selling Shareholders of HIRAC identified on Schedules A and B, respectively, attached hereto and as hereafter supplemented on or before the Closing Date: (i) prepare and deliver by no later than May 31, 2002 any and all written notices that may be required in connection with the Corporation exercise of take-along rights as provided in Section 12.06 of the Company LLC Agreement ("Company LLC Agreement") and Section 6 of the HIRAC Amended Charter ("HIRAC Amended Charter"), including, without limitation, delivery of a copy of this Agreement to all parties who are required to receive such written notice; (ii) obtain the written signatures executing this Agreement from all of the Selling Members of the Company and from all of the Selling Shareholders of HIRAC identified on Schedules A and B, respectively, attached hereto and as hereafter supplemented on or before the Closing Date, and deliver the same to Buyer; (iii) in the event that all of the written signatures required by subparagraph (iii) above shall not be obtained prior to the Closing Date, and it hereby is authorized cause the Board of Directors of Company and the Board of Directors of HIRAC to execute the Purchase this Agreement providing for the purchase on behalf of common stock each nonsigning Selling Member of the Corporation having an aggregate value Company and each nonsigning Selling Shareholder of up to $15,000,000; HIRAC identified on Schedules A and FURTHER RESOLVEDB, that respectively, attached hereto and as hereafter supplemented on or before the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion Closing Date, pursuant to the Confidential Term Sheet between take along rights as provided in Section 12.06 of the Company LLC Agreement and Fusion dated Section 6 of the HIRAC Amended Charter; provided, that in the case of HIRAC, rather than execute this Agreement on behalf of nonsigning Selling Shareholders, the Board of Directors of HIRAC may elect (with the consent of Buyer, which shall not be unreasonably withheld) to restructure the acquisition by Buyer of the HIRAC Shares as a merger of June 28HIRAC into a newly-formed subsidiary of Buyer, 2005 with HIRAC surviving such merger. In connection with such restructuring, the parties to this Agreement would enter into appropriate merger agreements, indemnity agreements and other agreements to effect such merger; and (“Signing Shares”iv) take any and all other actions that may be necessary to complete the execution of this Agreement on or before July 1, 2002. (b) The parties agree that damages will not be a sufficient remedy for breach of Section (a) and that upon issuance the Buyer shall be entitled to specific performance of the Signing Sharescovenants and agreements contained herein. The Company, HIRAC and Messrs. Golub, McGrath, McNulty and Donovan each consent to the entry of an order enforcing ▇▇▇▇ ▇▇ction ▇.▇▇, without objection as to jurisdiction and venue, and acknowledge that Buyer is relying upon the covenants and agreements contained herein in executing this Agreement. Notwithstanding the foregoing, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching Buyer's right to specific performance hereunder shall not be construed as a limitation on any other remedies to which the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock to Fusion Capital Fund II, LLC as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that the Corporation is hereby authorized to issue such shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as Buyer may be required entitled under Section 4 of the Purchase this Agreement (the “Additional Commitment Shares”) and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; andor applicable law.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock up to Fifteen Million Three Hundred Thousand ($15,300,000) of the Corporation having an aggregate value of up to $15,000,000Corporation’s common stock; and FURTHER RESOLVED, that the Corporation was is hereby authorized to issue 20,000 to Lincoln Park Capital Fund, LLC, 480,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) Initial Purchase Shares and that upon issuance of the Signing Shares, Initial Purchase Shares pursuant to the Signing Purchase Agreement the Initial Purchase Shares have been shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 to Lincoln Park Capital Fund, LLC, 540,000 shares of Common Stock to Fusion Capital Fund II, LLC as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, Agreement the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ 20,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Corporation is Authorized Officers be, and each of them hereby authorized to issue such shares is, authorized, empowered and directed on behalf of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 and in the name of the Purchase Agreement (Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the “Additional Commitment Shares”) purpose and that, upon issuance intent of any and all of the Additional Commitment Shares pursuant to foregoing resolutions, and that all actions heretofore taken by any officer or director of the Purchase AgreementCorporation in connection with the transactions contemplated by the agreements described herein are hereby approved, the Additional Commitment Shares will be duly authorized, validly issued, fully paid ratified and nonassessable with no personal liability attaching to the ownership thereof; andconfirmed in all respects.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock of the Corporation having an aggregate value of up to $15,000,0008,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 50,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28July 7, 2005 2004 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 486,816 shares of Common Stock to Fusion Capital Fund II, LLC as Initial Commitment Shares and that upon issuance of the Initial Commitment Shares pursuant to the Purchase Agreement, the Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. FURTHER RESOLVED, that the Corporation is hereby authorized to issue such 486,815 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) for issuance as may be required under Section 4 of the Purchase Agreement (the “Additional Commitment Shares”) and that, upon issuance of the Additional Commitment Shares pursuant to under the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock of the Corporation having an aggregate value of up to $15,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof30,000,000; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock the Commitment Shares to Fusion Aspire Capital Fund IIFund, LLC as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation shall initially reserve __________ shares and to take all such steps as deemed necessary or appropriate, with the advice and assistance of Common Stock for issuance as Purchase Shares counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under the Purchase Agreement. such agreements; and FURTHER RESOLVED, that the Corporation is Authorized Officers be, and each of them hereby authorized to issue such shares is, authorized, empowered and directed on behalf of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 and in the name of the Purchase Agreement (Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the “Additional Commitment Shares”) purpose and that, upon issuance intent of any and all of the Additional Commitment Shares pursuant to foregoing resolutions, and that all actions heretofore taken by any officer or director of the Purchase AgreementCorporation in connection with the transactions contemplated by the agreements described herein are hereby approved, the Additional Commitment Shares will be duly authorized, validly issued, fully paid ratified and nonassessable with no personal liability attaching to the ownership thereof; andconfirmed in all respects.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock of the Corporation Company having an aggregate value of up to $15,000,00020,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock to Fusion Capital Fund II, LLC as the Commitment Shares to Aspire and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofnon-assessable; and FURTHER RESOLVED, that the Corporation Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofnon-assessable; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ shares Authorized Officers be, and each of Common Stock them hereby is, authorized and directed, for issuance as Purchase and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement. Agreement in such form as may be approved by such officers, or to cause any such Aspire Shares to be delivered through electronic book entry; and FURTHER RESOLVED, that the Corporation is Authorized Officers be, and each of them hereby is, duly authorized and directed to issue such shares prepare and file with the Securities and Exchange Commission (the “SEC”) a Rule 424(b) prospectus supplement (the “Prospectus Supplement”) to the Company’s shelf Registration Statement on Form S-3 on file with the SEC (File No. 333-202024) (the “Shelf S-3 Registration Statement”) for the issuance of Common Stock (subject the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 received by the Company in connection with the sale of the Purchase Agreement (Shares be used in the manner described in the section entitled “Additional Commitment Shares”) and that, upon issuance Use of Proceeds” in the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofProspectus Supplement; and

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock of the Corporation Company having an aggregate value of up to $15,000,00022,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock the Commitment Shares to Fusion Capital Fund II, LLC Aspire as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofnon-assessable; and FURTHER RESOLVED, that the Corporation Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofnon-assessable; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ shares officers of Common Stock the Company be, and each of them hereby is, authorized and directed, for issuance as Purchase and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement. Agreement in such form as may be approved by such officers, or to cause any such Aspire Shares to be delivered through electronic book entry; and FURTHER RESOLVED, that the Corporation consideration for the Aspire Shares, as set forth in the Purchase Agreement, is deemed to constitute fair and adequate consideration, and payment in full, for such shares; and FURTHER RESOLVED, that the issuance by the Company of the Aspire Shares pursuant to the Purchase Agreement is hereby authorized to issue such and approved for all purposes under Nevada Revised Statutes 78.411 through 78.444, inclusive; and FURTHER RESOLVED, that the prior issuances by the Company of shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) including the outstanding shares of Common Stock as may be required under Section 4 of reflected in the Purchase Agreement (the “Additional Commitment Shares”) and that, upon issuance of the Additional Commitment Shares pursuant or any registration statement or prospectus relating to the Purchase Agreement, the Additional Commitment Shares will be duly Aspire Shares) are hereby authorized, approved, ratified and confirmed in all respects, and all such shares have been validly issued, issued and are fully paid and nonassessable with no personal liability attaching to the ownership thereofnon-assessable; and

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock Ordinary Shares of the Corporation Company having an aggregate value of up to $15,000,00020,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock to Fusion Capital Fund II, LLC as Commitment Ordinary Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofnon-assessable; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ shares officers of Common Stock the Company be, and each of them hereby is, authorized and directed, for issuance as and on behalf of the Company, to execute and deliver one or more stock certificates representing any Purchase Shares sold under the Purchase Agreement. Agreement in such form as may be approved by such officers, or to cause any such Purchase Shares to be delivered through electronic book entry; and FURTHER RESOLVED, that the Corporation is officers of the Company with the assistance of counsel be, and each of them hereby is, authorized and directed to issue such shares of Common Stock (subject take all necessary steps and do all other things necessary and appropriate to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 effect the listing of the Purchase Agreement (Shares on the “Additional Commitment Shares”) Nasdaq Global Market; and FURTHER RESOLVED, that, upon issuance without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Additional Commitment Shares pursuant Company and to take all such steps as deemed necessary or appropriate, with the Purchase Agreementadvice and assistance of counsel, to cause the Additional Commitment Shares will be duly Company to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, validly issuedempowered and directed on behalf of and in the name of the Company, fully paid to take or cause to be taken all such further actions and nonassessable to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Company in connection with no personal liability attaching to the ownership thereof; andtransactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock of the Corporation Company having an aggregate value of up to $15,000,00025,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 20,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of June 28, 2005 (“Signing Shares”) and that upon issuance of the Signing Shares, the Signing Shares have been duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue 691,598 shares of Common Stock the Commitment Shares to Fusion Capital Fund II, LLC Aspire as Commitment Shares and that upon issuance of the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofnonassessable; and FURTHER RESOLVED, that the Corporation Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofnonassessable; and FURTHER RESOLVED, that the Corporation shall initially reserve __________ 3,000,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. ; and FURTHER RESOLVED, that the Corporation is hereby authorized to issue such shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) as may be required under Section 4 officers of the Purchase Agreement (Company with the “Additional Commitment Shares”) assistance of counsel be, and each of them hereby is, authorized and directed to take all necessary steps and do all other things necessary and appropriate to effect the listing of the Aspire Shares on the Nasdaq Capital Market; and FURTHER RESOLVED, that, upon issuance without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Additional Commitment Shares pursuant Company and to take all such steps as deemed necessary or appropriate, with the Purchase Agreementadvice and assistance of counsel, to cause the Additional Commitment Shares will be duly Company to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, validly issuedempowered and directed on behalf of and in the name of the Company, fully paid to take or cause to be taken all such further actions and nonassessable to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Company in connection with no personal liability attaching to the ownership thereof; andtransactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects.