Common use of Execution of Purchase Agreement Clause in Contracts

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock having an aggregate value of up to $30,000,000; 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 under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Aspire Shares pursuant to the Purchase Agreement, the Aspire Shares will be duly authorized, validly issued, fully paid and non-assessable; and FURTHER RESOLVED, that the Authorized Officer be, and hereby is, authorized and directed, for and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase 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 Authorized Officer be, and hereby is, duly authorized and directed to 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 the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company in connection with the sale of the Purchase Shares be used in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; and

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock common stock of the Corporation having an aggregate value of up to $30,000,00015,000,000; 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 Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Authorized Officer be, and hereby is, authorized and directed, Corporation shall initially reserve __________ shares of Common Stock for and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire issuance as Purchase Shares sold under the Purchase 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 Agreement. FURTHER RESOLVED, that the Authorized Officer beCorporation is hereby authorized to issue such shares of Common Stock (subject to equitable adjustment for any reorganization, and hereby isrecapitalization, duly authorized and directed to prepare and file with non-cash dividend, stock split or other similar transaction) as may be required under Section 4 of the Securities and Exchange Commission Purchase Agreement (the “SECAdditional Commitment Shares”) 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 and that, upon issuance of the Aspire Shares; and FURTHER RESOLVED, that the net proceeds Additional Commitment Shares pursuant to be received by the Company in connection with the sale of the Purchase Agreement, the Additional Commitment Shares will be used in duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplementownership thereof; and

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of up to Fifty Million Dollars ($50,000,000) of the Company’s Common Stock; and FURTHER RESOLVED, that the Company is hereby authorized to issue to Lincoln Park 150,000 shares of Common Stock having an aggregate value as the Initial Commitment Shares, and that upon issuance of up 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 Company is hereby authorized to issue $30,000,0001,500,000 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 Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Authorized Officer be, and hereby is, authorized and directed, Company shall initially reserve 16,666,667 shares of Common Stock for and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire issuance as Purchase Shares sold under the Purchase 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 Authorized Officer beAgreement, and hereby is, duly authorized and directed to 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 the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company in connection with shall adjust such reserve from time to time as shall be necessary, proper or desirable to carry into effect the sale purpose, obligations under, and intent of the Purchase Shares be used in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; andAgreement.

Execution of Purchase Agreement. FURTHER RESOLVEDFurther Resolved, that the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of up to Ten Million Dollars ($10,000,000) of the Company’s common stock; and Further Resolved, that the Company is hereby authorized to issue to Lincoln Park 139,403 shares of Common Stock having an aggregate value as the Commitment Shares , and that upon issuance of up the Commitment Shares pursuant to $30,000,000the 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 RESOLVEDFurther 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 Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVEDFurther Resolved, that the Company shall initially reserve [●] shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement. Further 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 Authorized Officer Officers be, and each of them hereby is, authorized and directedempowered, for and on behalf of the Company, to execute file any notifications required to be filed by the Company with Nasdaq and deliver one or more stock certificates representing any Aspire Shares sold under the Financial Industry Regulatory Authority, Inc. as a result of the Purchase Agreement in such form as may be approved by such officersor 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, or 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 Aspire Shares determination to be delivered through electronic book entryconclusively 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 RESOLVEDFurther Resolved, that the Authorized Officer Officers be, and each of them hereby is, duly authorized authorized, empowered and directed to prepare on behalf of and file with in the Securities and Exchange Commission (the “SEC”) a Rule 424(b) prospectus supplement (the “Prospectus Supplement”) to name of the Company’s shelf Registration Statement on Form S-3 on file with , 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 SEC (File No. 333-225448) (the “Shelf S-3 Registration Statement”) for the issuance purpose and intent of any and all of the Aspire Shares; foregoing resolutions, and FURTHER RESOLVED, that the net proceeds to be received all actions heretofore taken by any officer or director of the Company in connection with the sale 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 “Company”), 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) of the Purchase Shares be 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 manner described Purchase Agreement. The undersigned, ______________, Secretary of the Company, hereby certifies, on behalf of the Company and not in the section entitled “Use of Proceeds” in the Prospectus Supplement; andhis individual capacity, as follows:

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company Corporation be and it hereby is authorized to execute and deliver the Purchase Agreement providing for the purchase of Common Stock common stock of the Corporation having an aggregate value of up to $30,000,0008,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 17,500 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of October 10, 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 400,000 shares of Common Stock to Fusion 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 Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable 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 Authorized Officer Officers be, and each of them hereby is, authorized authorized, empowered and directed, for and directed on behalf of and in the Companyname of the Corporation, to take or cause to be taken all such further actions and to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement in such form as may be approved by such officers, or to cause any such Aspire Shares to be executed and delivered through electronic book entry; all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and FURTHER RESOLVEDundertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, that proper or desirable to carry into effect the Authorized Officer bepurpose and intent of any and all of the foregoing resolutions, and hereby is, duly authorized and directed to 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 that all actions heretofore taken by any officer or director of the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company Corporation in connection with the sale of transactions contemplated by the Purchase Shares be used agreements described herein are hereby approved, ratified and confirmed in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; andall respects.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock common stock of the Corporation having an aggregate value of up to $30,000,00015,000,000; 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 Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Authorized Officer be, and hereby is, authorized and directed, Corporation shall initially reserve __________ shares of Common Stock for and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire issuance as Purchase Shares sold under the Purchase 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 Agreement. FURTHER RESOLVED, that the Authorized Officer beCorporation is hereby authorized to issue such shares of Common Stock (subject to equitable adjustment for any reorganization, and hereby isrecapitalization, duly authorized and directed to prepare and file with non-cash dividend, stock split or other similar transaction) as may be required under Section 4 of the Securities and Exchange Commission Purchase Agreement (the “SECAdditional Commitment Shares”) 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 and that, upon issuance of the Aspire Shares; and FURTHER RESOLVED, that the net proceeds Additional Commitment Shares pursuant to be received by the Company in connection with the sale of the Purchase Agreement, the Additional Commitment Shares will be used in duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplementownership thereof; and

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock common stock of the Corporation having an aggregate value of up to $30,000,00025,000,000; and FURTHER RESOLVED, that the Company Corporation is hereby authorized to issue the Commitment Shares to Aspire Capital Fund, 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 Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Authorized Officer be, and hereby is, authorized and directed, Corporation shall initially reserve 20,000,000 shares of Common Stock for and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire issuance as Purchase Shares sold under the Purchase 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 Authorized Officer be, and hereby is, duly authorized and directed to 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 the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company in connection with the sale of the Purchase Shares be used in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; andAgreement.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock common stock of the Corporation having an aggregate value of up to $30,000,0008,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 50,000 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of July 7, 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 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 Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Authorized Officer beCorporation shall initially reserve 486,815 shares of Common Stock (subject to equitable adjustment for any reorganization, and hereby isrecapitalization, authorized and directednon-cash dividend, stock split or other similar transaction) for and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire issuance as Additional Commitment Shares sold under the Purchase 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 Authorized Officer be, and hereby is, duly authorized and directed to 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 the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company in connection with the sale of the Purchase Shares be used in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; andAgreement.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock having an aggregate value of up to One Million Three Hundred Nineteen Thousand Five Hundred Dollars ($30,000,0001,319,500) of the Corporation’s common stock; and FURTHER RESOLVED, that the Company 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 Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable with no personal liability attaching to the ownership thereof; 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 Officer Officers be, and each of them hereby is, authorized authorized, empowered and directed, for and directed on behalf of and in the Companyname of the Corporation, to take or cause to be taken all such further actions and to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement in such form as may be approved by such officers, or to cause any such Aspire Shares to be executed and delivered through electronic book entry; all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and FURTHER RESOLVEDundertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, that proper or desirable to carry into effect the Authorized Officer bepurpose and intent of any and all of the foregoing resolutions, and hereby is, duly authorized and directed to 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 that all actions heretofore taken by any officer or director of the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company Corporation in connection with the sale of transactions contemplated by the Purchase Shares be used agreements described herein are hereby approved, ratified and confirmed in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; andall respects.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock common stock of the Company having an aggregate value of up to $30,000,00022,000,000; and FURTHER RESOLVED, that the Company is hereby authorized to issue the Commitment Shares to 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 non-assessable; 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 under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessable; and FURTHER RESOLVED, that the Authorized Officer officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase 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 Authorized Officer be, and hereby is, duly authorized and directed to 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 the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company in connection with the sale of the Purchase Shares be used in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; and

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock common stock of the Company having an aggregate value of up to $30,000,0006,500,000; and FURTHER RESOLVED, that the Company is hereby authorized to issue the Commitment Shares to 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 non-assessable; 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 under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessable; and FURTHER RESOLVED, that the Authorized Officer officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase 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 Authorized Officer officers of the Company with the assistance of counsel be, and each of them hereby is, duly authorized and directed to prepare take all necessary steps and file with do all other things necessary and appropriate to effect 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 listing of the Aspire SharesShares on the NASDAQ Capital Market; 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 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 net proceeds 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 received 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 sale of transactions contemplated by the Purchase Shares be used agreements described herein are hereby approved, ratified and confirmed in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; andall respects.

Execution of Purchase Agreement. FURTHER RESOLVEDFurther Resolved, that the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of up to Forty Million Dollars ($40,000,000) of the Company’s common stock; and Further Resolved, that the Company is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 325,000 shares of Common Stock having an aggregate value as Initial Purchase Shares, and that upon issuance of up the Initial Purchase Shares pursuant to $30,000,000the Purchase Agreement the 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 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 Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVEDFurther Resolved, that the 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 Resolved, that, without limiting the foregoing, the Authorized Officer beOfficers are, and each of them hereby is, authorized and directed, for 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 one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement in such form as may be approved by such officers, or to cause any such Aspire Shares to be executed and delivered through electronic book entry; all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and FURTHER RESOLVEDundertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, that proper or desirable to carry into effect the Authorized Officer bepurpose and intent of any and all of the foregoing resolutions, and hereby is, duly authorized and directed to 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 that all actions heretofore taken by any officer or director of the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company in connection with the sale transactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects. This Action by Unanimous Written Consent shall be filed with the minutes of the Purchase Shares proceedings of the Board. This Action may be used signed in the manner described in the section entitled “Use one or more counterparts, each of Proceeds” in the Prospectus Supplement; andwhich shall be deemed an original, and all of which shall constitute one instrument.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock common stock of the Company having an aggregate value of up to $30,000,00020,000,000; and FURTHER RESOLVED, that the Company is hereby authorized to issue the Commitment Shares to 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 non-assessable; 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 under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessable; and FURTHER RESOLVED, that the Authorized Officer officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase 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 Authorized Officer be, and hereby is, duly authorized and directed to 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 the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company in connection with the sale of the Purchase Shares be used in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; and

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock having an aggregate value of up to Ten Million Two Hundred Thousand ($30,000,00010,200,000) of the Corporation’s common stock; and FURTHER RESOLVED, that the Company Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 718,310 shares of Common Stock 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 Available Amount under the Purchase Agreement in accordance with the terms of the Purchase 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; 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 1,077,465 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) in connection with the purchase of Purchase Shares (the “Additional Commitment Shares”) in accordance with the terms of the Purchase Agreement and that, upon issuance of the Aspire Additional Commitment Shares pursuant to the Purchase Agreement, the Aspire 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 Corporation shall initially reserve 1,077,465 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization, non-assessablecash 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 Officer Officers be, and each of them hereby is, authorized authorized, empowered and directed, for and directed on behalf of and in the Companyname of the Corporation, to take or cause to be taken all such further actions and to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement in such form as may be approved by such officers, or to cause any such Aspire Shares to be executed and delivered through electronic book entry; all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and FURTHER RESOLVEDundertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, that proper or desirable to carry into effect the Authorized Officer bepurpose and intent of any and all of the foregoing resolutions, and hereby is, duly authorized and directed to 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 that all actions heretofore taken by any officer or director of the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company Corporation in connection with the sale of transactions contemplated by the Purchase Shares be used agreements described herein are hereby approved, ratified and confirmed in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; andall respects.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock common stock of the Corporation having an aggregate value of up to $30,000,000; and FURTHER RESOLVED, that the Company Corporation is hereby authorized to issue the Commitment Shares to Aspire Capital Fund, 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 Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable with no personal liability attaching to the ownership thereof; 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 Officer Officers be, and each of them hereby is, authorized authorized, empowered and directed, for and directed on behalf of and in the Companyname of the Corporation, to take or cause to be taken all such further actions and to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement in such form as may be approved by such officers, or to cause any such Aspire Shares to be executed and delivered through electronic book entry; all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and FURTHER RESOLVEDundertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, that proper or desirable to carry into effect the Authorized Officer bepurpose and intent of any and all of the foregoing resolutions, and hereby is, duly authorized and directed to 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 that all actions heretofore taken by any officer or director of the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company Corporation in connection with the sale of transactions contemplated by the Purchase Shares be used agreements described herein are hereby approved, ratified and confirmed in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; andall respects.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock common stock of the Company having an aggregate value of up to $30,000,00020,000,000; and FURTHER RESOLVED, that the Company is hereby authorized to issue 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 non-assessable; 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 under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessable; and FURTHER RESOLVED, that the Authorized Officer Officers be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase 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 Authorized Officer Officers be, and each of them hereby is, duly authorized and directed to 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. 333-225448202024) (the “Shelf S-3 Registration Statement”) for the issuance of the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company in connection with the sale of the Purchase Shares be used in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; and

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock having an aggregate value of up to $30,000,000; and FURTHER RESOLVED, that the Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up (a) Prior to the available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement Closing, Thomas A. Golub, John F. McGrath, Edward F. McNulty and thatDaniel J. Doxxxxx xxx, upon issuance of the Aspire Shares pursuant to the Purchase Agreementxxxxly xxxx xxxxxxx xo Sxxxxxx 0.00(x)(xii), the Aspire Shares Xxxxxxx Xxxxxxxxx Capital Limited Partnership V ("Conning") will be duly authorized, validly issued, fully paid and non-assessable; and FURTHER RESOLVED, that the Authorized Officer betake, and hereby is, authorized and directed, for and on behalf of will use their best efforts to cause the Company, HIRAC and their respective Boards of Directors to execute 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 one or more stock certificates representing by no later than May 31, 2002 any Aspire Shares sold under the Purchase Agreement in such form as and all written notices that 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 Authorized Officer be, and hereby is, duly authorized and directed to 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 the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company required in connection with the sale exercise of take-along rights as provided in Section 12.06 of the Purchase Shares be used 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 manner described event that all of the written signatures required by subparagraph (iii) above shall not be obtained prior to the Closing Date, and cause the Board of Directors of Company and the Board of Directors of HIRAC to execute this Agreement on behalf of each nonsigning Selling Member of the Company and each nonsigning Selling Shareholder of HIRAC identified on Schedules A and B, respectively, attached hereto and as hereafter supplemented on or before the Closing Date, pursuant to the take along rights as provided in Section 12.06 of the Company LLC Agreement and Section 6 of the HIRAC Amended Charter; provided, that in the section entitled “Use case of Proceeds” in HIRAC, rather than execute this Agreement on behalf of nonsigning Selling Shareholders, the Prospectus SupplementBoard 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 HIRAC into a newly-formed subsidiary of Buyer, 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 (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 the Buyer shall be entitled to specific performance of the covenants and agreements contained herein. The Company, HIRAC and Messrs. Golub, McGrath, McNulty and Donovan each consent to the entry of an order enforcing xxxx Xxction 0.00, 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 Buyer's right to specific performance hereunder shall not be construed as a limitation on any other remedies to which the Buyer may be entitled under this Agreement or applicable law.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock common stock of the Company having an aggregate value of up to $30,000,00022,000,000; and FURTHER RESOLVED, that the Company is hereby authorized to issue the Commitment Shares to 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 non-assessable; 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 under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessable; and FURTHER RESOLVED, that the Authorized Officer officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase 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 Authorized Officer be, and hereby is, duly authorized and directed to 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”) consideration for the issuance of 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 net proceeds to be received issuance by the Company in connection with the sale of the Aspire Shares pursuant to the Purchase Shares be used Agreement is hereby authorized 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 (including the outstanding shares of Common Stock as reflected in the manner described Purchase Agreement or any registration statement or prospectus relating to the Aspire Shares) are hereby authorized, approved, ratified and confirmed in the section entitled “Use of Proceeds” in the Prospectus Supplementall respects, and all such shares have been validly issued and are fully paid and non-assessable; and

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock common stock of the Corporation having an aggregate value of up to $30,000,0006,000,000; and FURTHER RESOLVED, that the Corporation was authorized to issue 62,500 shares of Common Stock to Fusion pursuant to the Confidential Term Sheet between the Company and Fusion dated as of November 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 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 Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable with no personal liability attaching to the ownership thereof; and FURTHER RESOLVED, that the Authorized Officer beCorporation is hereby authorized to issue 450,000 shares of Common Stock (subject to equitable adjustment for any reorganization, and hereby isrecapitalization, authorized and directednon-cash dividend, for and on behalf stock split or other similar transaction) in connection with the purchase of Purchase Shares (the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold under “Additional Commitment Shares”) in accordance with the terms of the Purchase Agreement in such form as may and that, upon issuance of the Additional Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be approved by such officersduly authorized, or validly issued, fully paid and nonassessable with no personal liability attaching to cause any such Aspire Shares to be delivered through electronic book entrythe ownership thereof; and FURTHER RESOLVED, that the Authorized Officer beCorporation shall initially reserve 450,000 shares of Common Stock (subject to equitable adjustment for any reorganization, and hereby isrecapitalization, duly authorized and directed to 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. 333non-225448) (the “Shelf S-3 Registration Statement”cash dividend, stock split or other similar transaction) for the issuance of the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company in connection with the sale of as Additional Commitment Shares under the Purchase Shares be used in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; andAgreement.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock Ordinary Shares of the Company having an aggregate value of up to $30,000,00020,000,000; and FURTHER RESOLVED, that the Company is hereby authorized to issue shares of Common Stock Ordinary Shares 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 Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessable; and FURTHER RESOLVED, that the Authorized Officer officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire Purchase Shares sold under the Purchase Agreement in such form as may be approved by such officers, or to cause any such Aspire Purchase Shares to be delivered through electronic book entry; and FURTHER RESOLVED, that the Authorized Officer officers of the Company with the assistance of counsel be, and each of them hereby is, duly authorized and directed to prepare take all necessary steps and file do all other things necessary and appropriate to effect the listing of the Purchase Shares on the Nasdaq Global Market; 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 Company and to take all such steps as deemed necessary or appropriate, with the Securities advice and Exchange Commission (assistance of counsel, to cause the “SEC”) a Rule 424(b) prospectus supplement (Company to consummate the “Prospectus Supplement”) agreements referred 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 the Aspire Sharesherein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the net proceeds 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 received 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 sale of transactions contemplated by the Purchase Shares be used agreements described herein are hereby approved, ratified and confirmed in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; andall respects.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock having an aggregate value of up to Five Million Dollars ($30,000,0005,000,000) of the Corporation’s common stock; and FURTHER RESOLVED, that the Corporation is hereby authorized to pay Lincoln Park Capital Fund, LLC, the Commitment 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; 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 Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable 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 Authorized Officer Officers be, and each of them hereby is, authorized authorized, empowered and directed, for and directed on behalf of and in the Companyname of the Corporation, to take or cause to be taken all such further actions and to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement in such form as may be approved by such officers, or to cause any such Aspire Shares to be executed and delivered through electronic book entry; all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and FURTHER RESOLVEDundertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, that proper or desirable to carry into effect the Authorized Officer bepurpose and intent of any and all of the foregoing resolutions, and hereby is, duly authorized and directed to 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 that all actions heretofore taken by any officer or director of the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company Corporation in connection with the sale of transactions contemplated by the Purchase Shares be used agreements described herein are hereby approved, ratified and confirmed in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; andall respects.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock common stock of the Company having an aggregate value of up to $30,000,00025,000,000; and FURTHER RESOLVED, that the Company is hereby authorized to issue the Commitment Shares to 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; 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 under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable; 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 officers of the Company with the 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, 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 Officer Officers be, and each of them hereby is, authorized authorized, empowered and directed, for 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 one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement in such form as may be approved by such officers, or to cause any such Aspire Shares to be executed and delivered through electronic book entry; all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and FURTHER RESOLVEDundertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, that proper or desirable to carry into effect the Authorized Officer bepurpose and intent of any and all of the foregoing resolutions, and hereby is, duly authorized and directed to 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 that all actions heretofore taken by any officer or director of the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company in connection with the sale of transactions contemplated by the Purchase Shares be used agreements described herein are hereby approved, ratified and confirmed in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; andall respects.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Company Corporation be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of Common Stock having an aggregate value of up to Fifteen Million Three Hundred Thousand ($30,000,00015,300,000) of the Corporation’s common stock; and FURTHER RESOLVED, that the Company Corporation is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 480,000 shares of Common Stock as Initial Purchase Shares and that upon issuance of the Initial Purchase Shares pursuant to the Purchase Agreement the Initial Purchase 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 to Lincoln Park Capital Fund, LLC, 540,000 shares of Common Stock 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 Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Aspire Purchase Shares pursuant to the Purchase Agreement, the Aspire Purchase Shares will be duly authorized, validly issued, fully paid and non-assessablenonassessable 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 Authorized Officer Officers be, and each of them hereby is, authorized authorized, empowered and directed, for and directed on behalf of and in the Companyname of the Corporation, to take or cause to be taken all such further actions and to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement in such form as may be approved by such officers, or to cause any such Aspire Shares to be executed and delivered through electronic book entry; all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and FURTHER RESOLVEDundertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, that proper or desirable to carry into effect the Authorized Officer bepurpose and intent of any and all of the foregoing resolutions, and hereby is, duly authorized and directed to 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 that all actions heretofore taken by any officer or director of the Aspire Shares; and FURTHER RESOLVED, that the net proceeds to be received by the Company Corporation in connection with the sale of transactions contemplated by the Purchase Shares be used agreements described herein are hereby approved, ratified and confirmed in the manner described in the section entitled “Use of Proceeds” in the Prospectus Supplement; andall respects.