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

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24, 2011 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock, par value $0.01 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Secretary of the Company, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24July 31, 2011 2020 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, INNOVATION PHARMACEUTICALS INC., a Delaware Nevada corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Thirty Million Dollars ($20,000,00030,000,000) of the Company’s Common Stock, par value $0.01 0.0001 (the “Common Stock”). Terms Stock”).Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , _________________ Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24March 29, 2011 2019 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALREMARK HOLDINGS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Thirty Million Dollars ($20,000,00030,000,000) of the Company’s Common Stock, par value $0.01 0.001 per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Kai-Xxxxx Xxx, Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24July 2, 2011 2018 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALREMARK HOLDINGS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Thirty Million Dollars ($20,000,00030,000,000) of the Company’s Common Stock, par value $0.01 0.001 per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Kai-Xxxxx Xxx, Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24March 31, 2011 2014 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALMOBIQUITY TECHNOLOGIES, INC., a Delaware New York corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Fifteen Million Dollars ($20,000,00015,000,000) of the Company’s Common Stock, par value $0.01 0.0001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _______________, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24February 2, 2011 2015 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALRECRO PHARMA, INC., a Delaware Pennsylvania corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Ten Million Dollars ($20,000,00010,000,000) of the Company’s Common Stock, par value $0.01 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 2428, 2011 2019 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, INC.CELSION CORPORATION, a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Ten Million Dollars ($20,000,00010,000,000) of the Company’s Common Stock, par value $0.01 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Jxxxxxx X. Xxxxxx, in his capacity as Secretary of the Company, and not individually, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24May 25, 2011 2016 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, ATOSSA GENETICS INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Ten Million Dollars ($20,000,00010,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Kxxx Xxxx, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24March 14, 2011 2019 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALBIONANO GENOMICS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Ten Million Dollars ($20,000,00010,000,000) of the Company’s Common Stock, par value $0.01 0.0001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , in her capacity as Secretary of the Company, and not individually, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24May 26, 2011 2015 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, ATOSSA GENETICS INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Twenty-Five Million Dollars ($20,000,00025,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Kxxx Xxxx, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24September 8, 2011 2016 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, CERECOR INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Fifteen Million Dollars ($20,000,00015,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _______________, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 247, 2011 2015 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALMETABOLIX, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock, par value $0.01 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24, 2011 2013 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALBG MEDICINE, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Twelve Million Dollars ($20,000,00012,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24November 11, 2011 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALATHERSYS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Xxxxxxx (X.X.) Xxxxxxx, Jr., Secretary of the Company, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October July 24, 2011 2015 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALCAPNIA, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Ten Million Dollars ($20,000,00010,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Xxxxxxx Xxxxxxx, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k7(j) of that certain Common Stock Purchase Agreement dated as of October 24March 16, 2011 2015 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALBACTERIN INTERNATIONAL HOLDINGS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Ten Million Dollars ($20,000,00010,000,000) of the Company’s Common Stock, par value $0.01 0.000001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _______________, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k7(j) of that certain Common Stock Purchase Agreement dated as of October 24May 15, 2011 2015 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALIBIO, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Fifteen Million Dollars ($20,000,00015,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Exxxxxxxx Xxxxx, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24March [•], 2011 2015 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, INC.CELLCEUTIX CORPORATION, a Delaware Nevada corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Thirty Million Dollars ($20,000,00030,000,000) of the Company’s Common Stock, par value $0.01 0.0001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , _________________ Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24September 6, 2011 2017 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, INNOVATION PHARMACEUTICALS INC., a Delaware Nevada corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Thirty Million Dollars ($20,000,00030,000,000) of the Company’s Common Stock, par value $0.01 0.0001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , _________________ Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24September 28, 2011 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALNEOSTEM, INC.Inc., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Xxxxxxxxx X. Xxxxx, Secretary of the Company, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24November 9, 2011 2016 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALREMARK MEDIA, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock, par value $0.01 0.001 per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , _________________ Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24July 21, 2011 2020 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALNOVAN, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Thirty Million Dollars ($20,000,00030,000,000) of the Company’s Common Stock, par value $0.01 0.0001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _________________, as Secretary of the Company, and not individually, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24August 13, 2011 2018 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALOCEAN POWER TECHNOLOGIES, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Ten Million Dollars ($20,000,00010,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _______________, Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24February 28, 2011 2020 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALMARKER THERAPEUTICS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Thirty Million Dollars ($20,000,00030,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Xxxxxxx Xxxxxxxx Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24November 5, 2011 2019 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALATHERSYS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty One Hundred Million Dollars ($20,000,000100,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Xxxxxxx (X.X.) Xxxxxxx, Jr., Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24December 17, 2011 2015 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALATHERSYS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Thirty Million Dollars ($20,000,00030,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Xxxxxxx (X.X.) Xxxxxxx, Jr., Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k7(j) of that certain Common Stock Purchase Agreement dated as of October 24August 25, 2011 2014 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALIBIO, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Ten Million Dollars ($20,000,00010,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _______________, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24March 10, 2011 2014 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALNEOSTEM, INC.Inc., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Thirty Million Dollars ($20,000,00030,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Xxxxxxxxx X. Xxxxx, Secretary of the Company, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24July 16, 2011 2012 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, INC.TranSwitch Corporation, a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Eleven Million Dollars ($20,000,00011,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , _________________ Secretary of the Company, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 2425, 2011 2013 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, INC.CELLCEUTIX CORPORATION, a Delaware Nevada corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , _________________ Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the this “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24November 4, 2011 2015 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALCALADRIUS BIOSCIENCES, INC.Inc., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Thirty Million Dollars ($20,000,00030,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Xxxx Xxxxxxxx, Secretary of the Company, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24August 12, 2011 2014 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALAPRICUS BIOSCIENCES, INC., a Delaware Nevada corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Twenty-Two Million Dollars ($20,000,00022,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 2414, 2011 2016 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, CERULEAN PHARMA INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock, par value $0.01 0.0001 per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Xxxxxxxxx Xxxxxxxx, Secretary of the Company, hereby certifies as followsfollows in her capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24January 4, 2011 2017 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, BIOVIE INC., a Delaware Nevada corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Twelve Million Dollars ($20,000,00012,000,000) of the Company’s Common Stock, par value $0.01 0.0001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Xxxxx Xxxxxxx, Secretary of the Company, in her capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24August 2, 2011 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, NUPATHE INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Thirty Million Dollars ($20,000,00030,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, [ ], Secretary of the Company, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24January __________, 2011 2018 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALVALERITAS HOLDINGS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _______________, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24May 15, 2011 2018 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALMYND ANALYTICS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Ten Million Dollars ($20,000,00010,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _______________, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24February 1, 2011 2018 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALATHERSYS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty One Hundred Million Dollars ($20,000,000100,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Xxxxxxx (X.X.) Xxxxxxx, Jr., Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24November 16, 2011 2017 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, IPASS INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Ten Million Dollars ($20,000,00010,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24June 15, 2011 2020 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALNOVAN, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock, par value $0.01 0.0001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _________________, as Secretary of the Company, and not individually, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24September 25, 2011 2017 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALWESTWATER RESOURCES, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Twenty-two Million Dollars ($20,000,00022,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , _________________ Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24May 1, 2011 2015 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALNEOSTEM, INC.Inc., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Thirty Million Dollars ($20,000,00030,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Xxxxx X. Xxxxxxxxx, Secretary of the Company, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 2422, 2011 2013 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALATHERSYS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Twenty-Five Million Dollars ($20,000,00025,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Xxxxxxx (X.X.) Xxxxxxx, Jr., Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24March 2, 2011 2018 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALRECRO PHARMA, INC., a Delaware Pennsylvania corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock, par value $0.01 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24August __, 2011 2018 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, INC.CELSION CORPORATION, a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Fifteen Million Dollars ($20,000,00015,000,000) of the Company’s Common Stock, par value $0.01 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Xxxxxxx X. Xxxxxx, Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 2417, 2011 2017 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALPARKERVISION, INC., a Delaware Florida corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Million Dollars ($20,000,000) of the Company’s Common Stock, par value $0.01 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, ---------------------_______________, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24August 14, 2011 2017 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALCANCER GENETICS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Sixteen Million Dollars ($20,000,00016,000,000) of the Company’s Common Stock, par value $0.01 0.0001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , _________________ Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24December 15, 2011 2015 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALHARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Fifteen Million Dollars ($20,000,00015,000,000) of the Company’s Common Stock, par value $0.01 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _______________, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24July 5, 2011 2016 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALAPRICUS BIOSCIENCES, INC., a Delaware Nevada corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Seven Million Dollars ($20,000,0007,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Secretary of the Company, hereby certifies as followsfollows in his capacity as such:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24December 6, 2011 2016 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICALMYND ANALYTICS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Ten Million Dollars ($20,000,00010,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, _______________, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24November 11, 2011 2015 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, ATOSSA GENETICS INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Twenty-Five Million Dollars ($20,000,00025,000,000) of the Company’s Common Stock, par value $0.01 0.001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, Kxxx Xxxx, Secretary of the Company, in his capacity as such, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (the “Certificate”) is being delivered pursuant to Section 7(k) of that certain Common Stock Purchase Agreement dated as of October 24, 2011 (the “Common Stock Purchase Agreement”), by and between KIPS BAY MEDICAL, INC.DYNAVAX TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company LLC (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Twenty Thirty Million Dollars ($20,000,00030,000,000) of the Company’s Common Stock, par value $0.01 0.001 per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement. The undersigned, , Secretary of the Company, hereby certifies as follows: