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 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 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 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 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. --- 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, on or before the Thirtieth (30th) day following Bankruptcy Court approval. 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 ▇▇▇▇▇'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 $345.00 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 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 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 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. --- POSSESSION: The possession of the Property shall be Upon Closing of Property, subject to tenant’s rights. by 5:00 P.M. --- SURVEY: The Seller has a legal description 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 property so 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 survey will be duly authorizedprovided. If a survey is requested, 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 it will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to for by the ownership thereof; andBuyer.

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 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 the an Irrevocable Real Estate Purchase Agreement providing 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) 7 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. --- SECONDARY / BACK-UP OFFER: IF this offer is a secondary / back-up offer, then this offer will stay in effect until 27 days after the Auction ends. Buyer may Terminate Secondary/Back-up Offer at any time if ▇▇▇▇▇ has an accepted offer on another property. --- 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 purchase 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 common stock recently constructed improvements, annexation, reassessment, or similar items may greatly exceed the last tax bill available to the closing agent. --- POSSESSION: The possession of the Corporation having an aggregate value Property shall be Upon Closing of up Property, subject to $15,000,000; and FURTHER RESOLVEDtenant’s rights, 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 by 5:00 P.M. --- CLOSING: Balance of the Signing Sharespurchase price is due in cash at Closing, which will take place, within 45 days after the Signing Shares have been duly authorizedacceptance 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, validly issuedincluding an attorney acting as a closing agent for both parties, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVEDor ▇▇▇▇▇’s lender acting in such capacity, 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 authorized, validly issued, fully paid and nonassessable with no personal liability attaching responsible for paying a $245.00 administration transaction commission payable 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; andNess Bros. STATEMENTS MADE BY AUCTIONEER WILL TAKE PRECEDENCE OVER PREVIOUSLY PRINTED MATERIALS OR ANY PREVIOUS ORAL STATEMENTS