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 August 14, 2017 (the “Common Stock Purchase Agreement”), by and between CANCER 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 Sixteen Million Dollars ($16,000,000) of the Company’s Common Stock, par value $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 follows 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 August 14July 2, 2017 2018 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSREMARK 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 Sixteen Thirty Million Dollars ($16,000,00030,000,000) of the Company’s Common Stock, par value $0.0001 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-▇▇▇▇▇ ▇▇▇, Secretary of the Company, hereby certifies as follows 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 August 14November 9, 2017 2016 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSREMARK 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 Sixteen Twenty Million Dollars ($16,000,00020,000,000) of the Company’s Common Stock, par value $0.0001 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 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 August 14July 5, 2017 2016 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSAPRICUS 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 Sixteen Seven Million Dollars ($16,000,0007,000,000) of the Company’s Common Stock, par value $0.0001 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 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 August 14November 4, 2017 2015 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSCALADRIUS 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 Sixteen Thirty Million Dollars ($16,000,00030,000,000) of the Company’s Common Stock, par value $0.0001 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 in his capacity as suchfollows:

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 August 14March 3, 2017 2020 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSREMARK 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 Sixteen Thirty Million Dollars ($16,000,00030,000,000) of the Company’s Common Stock, par value $0.0001 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-▇▇▇▇▇ ▇▇▇, Secretary of the Company, hereby certifies as follows 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 August 1413, 2017 2018 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSOCEAN 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 Sixteen Ten Million Dollars ($16,000,00010,000,000) of the Company’s Common Stock, par value $0.0001 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 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 August March 14, 2017 2019 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSBIONANO 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 Sixteen Ten Million Dollars ($16,000,00010,000,000) of the Company’s Common Stock, par value $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 in his capacity as suchfollows:

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 August 14__, 2017 2018 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICS, 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 Sixteen Fifteen Million Dollars ($16,000,00015,000,000) of the Company’s Common Stock, par value $0.0001 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 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 August 14December __, 2017 2019 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSMIRAGEN 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 Sixteen Twenty Million Dollars ($16,000,00020,000,000) of the Company’s Common Stock, par value $0.0001 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 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 August 14November 5, 2017 2019 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSATHERSYS, 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 Sixteen One Hundred Million Dollars ($16,000,000100,000,000) of the Company’s Common Stock, par value $0.0001 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, _________________ ▇▇▇▇▇▇▇ (▇.▇.) ▇▇▇▇▇▇▇, Jr., Secretary of the Company, hereby certifies as follows 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 August 14December 17, 2017 2015 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSATHERSYS, 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 Sixteen Thirty Million Dollars ($16,000,00030,000,000) of the Company’s Common Stock, par value $0.0001 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, _________________ ▇▇▇▇▇▇▇ (▇.▇.) ▇▇▇▇▇▇▇, Jr., Secretary of the Company, hereby certifies as follows 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 August 14October 25, 2017 2013 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICS, 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 Sixteen Twenty Million Dollars ($16,000,00020,000,000) of the Company’s Common Stock, par value $0.0001 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 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 August October 14, 2017 2016 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICS, 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 Sixteen Twenty Million Dollars ($16,000,00020,000,000) of the Company’s Common Stock, par value $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, _________________ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary of the Company, hereby certifies as follows in his 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 August 14March 31, 2017 2014 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSMOBIQUITY 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 Sixteen Fifteen Million Dollars ($16,000,00015,000,000) of the Company’s Common Stock, par value $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 follows 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 August 14March 29, 2017 2019 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSREMARK 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 Sixteen Thirty Million Dollars ($16,000,00030,000,000) of the Company’s Common Stock, par value $0.0001 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-▇▇▇▇▇ ▇▇▇, Secretary of the Company, hereby certifies as follows in his capacity as such:

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 August 14March 16, 2017 2015 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSBACTERIN 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 Sixteen Ten Million Dollars ($16,000,00010,000,000) of the Company’s Common Stock, par value $0.0001 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, hereby certifies as follows 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 August 14September 8, 2017 2016 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICS, 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 Sixteen Fifteen Million Dollars ($16,000,00015,000,000) of the Company’s Common Stock, par value $0.0001 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 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 August 14November 11, 2017 2011 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSATHERSYS, 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 Sixteen Twenty Million Dollars ($16,000,00020,000,000) of the Company’s Common Stock, par value $0.0001 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, _________________ ▇▇▇▇▇▇▇ (▇.▇.) ▇▇▇▇▇▇▇, Jr., Secretary of the Company, hereby certifies as follows in his capacity as suchfollows:

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 August 14March 2, 2017 2018 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSRECRO 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 Sixteen Twenty Million Dollars ($16,000,00020,000,000) of the Company’s Common Stock, par value $0.0001 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 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 August 14October 24, 2017 2011 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSKIPS 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 Sixteen Twenty Million Dollars ($16,000,00020,000,000) of the Company’s Common Stock, par value $0.0001 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 in his capacity as suchfollows:

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 August 14June 15, 2017 2020 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSNOVAN, 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 Sixteen Twenty Million Dollars ($16,000,00020,000,000) of the Company’s Common Stock, par value $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 follows 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 August 14February 1, 2017 2018 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSATHERSYS, 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 Sixteen One Hundred Million Dollars ($16,000,000100,000,000) of the Company’s Common Stock, par value $0.0001 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, _________________ ▇▇▇▇▇▇▇ (▇.▇.) ▇▇▇▇▇▇▇, Jr., Secretary of the Company, hereby certifies as follows 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 August 14October 24, 2017 2019 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSOCEAN 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 Sixteen Ten Million Dollars ($16,000,00010,000,000) of the Company’s Common Stock, par value $0.0001 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 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 August 14December 15, 2017 2015 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSHARVARD 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 Sixteen Fifteen Million Dollars ($16,000,00015,000,000) of the Company’s Common Stock, par value $0.0001 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 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 August 14June 11, 2017 2018 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSVALERITAS 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 Sixteen Twenty-One Million Dollars ($16,000,00021,000,000) of the Company’s Common Stock, par value $0.0001 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 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 August 14October 22, 2017 2013 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSATHERSYS, 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 Sixteen Twenty-Five Million Dollars ($16,000,00025,000,000) of the Company’s Common Stock, par value $0.0001 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, _________________ ▇▇▇▇▇▇▇ (▇.▇.) ▇▇▇▇▇▇▇, Jr., Secretary of the Company, hereby certifies as follows 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 August 14July 21, 2017 2020 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSNOVAN, 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 Sixteen Thirty Million Dollars ($16,000,00030,000,000) of the Company’s Common Stock, par value $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 follows 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 August 14December 18, 2017 2015 (the “Common Stock Purchase Agreement”), by and between CANCER GENETICSR▇▇▇▇▇ PHARMACEUTICALS, 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 Sixteen Ten Million Dollars ($16,000,00010,000,000) of the Company’s Common Stock, par value $0.0001 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 in his capacity as such, hereby certifies as follows: