Common use of FORM OF OFFICER’S CERTIFICATE Clause in Contracts

FORM OF OFFICER’S CERTIFICATE. This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 7(e) of that certain Common Stock Purchase Agreement dated as of _________, (“Common Stock Purchase Agreement”), by and between HEPALIFE TECHNOLOGIES, INC., a Florida corporation (the “Company”), and FUSION CAPITAL FUND II, LLC (the “Buyer”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, ___________, ______________ of the Company, hereby certifies as follows:

FORM OF OFFICER’S CERTIFICATE. This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 7(e) of that certain Common Stock Purchase Agreement dated as of _________, (“Common Stock Purchase Agreement”), by and between HEPALIFE TECHNOLOGIESNEOGENOMICS, INC., a Florida Nevada corporation (the “Company”), and FUSION CAPITAL FUND II, LLC (the “Buyer”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, ___________, ______________ of the Company, hereby certifies as follows:

FORM OF OFFICER’S CERTIFICATE. This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 7(e) of that certain Common Stock Purchase Agreement dated as of _________, (“Common Stock Purchase Agreement”), by and between HEPALIFE TECHNOLOGIESHEMISPHERX BIOPHARMA, INC., a Florida Delaware corporation (the “Company”), and FUSION CAPITAL FUND II, LLC (the “Buyer”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, ___________, ______________ of the Company, hereby certifies as follows:

FORM OF OFFICER’S CERTIFICATE. This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 7(e) of that certain Common Stock Purchase Agreement dated as of _________, (“Common Stock Purchase Agreement”), by and between HEPALIFE TECHNOLOGIES, INC.NEOPROBE CORPORATION, a Florida Delaware corporation (the “Company”), and FUSION CAPITAL FUND II, LLC (the “Buyer”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, ___________, ______________ of the Company, hereby certifies as follows:

FORM OF OFFICER’S CERTIFICATE. This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 7(e) of that certain Common Stock Purchase Agreement dated as of _________, (“Common Stock Purchase Agreement”), by and between HEPALIFE TECHNOLOGIESDOR BIOPHARMA, INC., a Florida Delaware corporation (the “Company”), and FUSION CAPITAL FUND II, LLC (the “Buyer”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, ___________, ______________ of the Company, hereby certifies as follows:

FORM OF OFFICER’S CERTIFICATE. This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 7(e) of that certain Common Stock Purchase Agreement dated as of _________, (“Common Stock Purchase Agreement”), by and between HEPALIFE TECHNOLOGIES, INC.CALYPTE BIOMEDICAL CORPORATION, a Florida Delaware corporation (the “Company”), and FUSION CAPITAL FUND II, LLC (the “Buyer”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, ___________, ______________ of the Company, hereby certifies as follows:

FORM OF OFFICER’S CERTIFICATE. This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 7(e) of that certain Common Stock Purchase Agreement dated as of _________, (“Common Stock Purchase Agreement”), by and between HEPALIFE TECHNOLOGIESGOLDEN PHOENIX MINERALS, INC., a Florida Minnesota corporation (the “Company”), and FUSION CAPITAL FUND II, LLC (the “Buyer”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, ___________, ______________ of the Company, hereby certifies as follows: