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 up to Ten Million Dollars ($10,000,000) of the Corporation’s common stock; and Issuance of Common Stock FURTHER RESOLVED, that the Company is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 450,000 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 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 12,500,000 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement.

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 up to Ten an aggregate of One Million Three Hundred Nineteen Thousand Five Hundred Dollars ($10,000,0001,319,500) of the Corporation’s common stock; and Issuance of Common Stock FURTHER RESOLVED, that the Company is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 450,000 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 500,000 Purchase Shares up to the Available Amount under the Purchase Agreement for a purchase price of $1.25 per Purchase Share to Lincoln Park and [____] shares of common stock to the other Investors for a purchase price of $[___] per Purchase Share in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereof; and Approval of Actions FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Corporation and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel, to cause the Corporation to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Corporation, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director of the Corporation shall initially reserve 12,500,000 shares of Common Stock for issuance as Purchase Shares under in connection with the Purchase Agreementtransactions contemplated by the agreements described herein are hereby approved, ratified and confirmed in all respects.

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock of the Company having an aggregate value of up to Ten Million Dollars ($10,000,000) of the Corporation’s common stock22,000,000; and Issuance of Common Stock FURTHER RESOLVED, that the Company is hereby authorized to issue the Commitment Shares to Lincoln Park Capital Fund, LLC, 450,000 shares of Common Stock Aspire 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 thereofnon-assessable; and FURTHER RESOLVED, that the Corporation Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofnon-assessable; and FURTHER RESOLVED, that the Corporation shall initially reserve 12,500,000 shares officers of Common Stock the Company be, and each of them hereby is, authorized and directed, for issuance as Purchase and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement.Agreement in such form as may be approved by such officers, or to cause any such Aspire Shares to be delivered through electronic book entry; and

Execution of Purchase Agreement. FURTHER RESOLVED, that the Corporation Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock of the Company having an aggregate value of up to Ten Million Dollars ($10,000,000) of the Corporation’s common stock20,000,000; and Issuance of Common Stock FURTHER RESOLVED, that the Company is hereby authorized to issue the Commitment Shares to Lincoln Park Capital Fund, LLC, 450,000 shares of Common Stock Aspire 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 thereofnon-assessable; and FURTHER RESOLVED, that the Corporation Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the Available Amount available amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching to the ownership thereofnon-assessable; and FURTHER RESOLVED, that the Corporation shall initially reserve 12,500,000 shares officers of Common Stock the Company be, and each of them hereby is, authorized and directed, for issuance as Purchase and on behalf of the Company, to execute and deliver one or more stock certificates representing any Aspire Shares sold under the Purchase Agreement.Agreement in such form as may be approved by such officers, or to cause any such Aspire Shares to be delivered through electronic book entry; and