13D Filing: Armistice Capital and Cerecor Inc (CERC)

SIGNATURE

After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

* The Reporting Person disclaims beneficial
ownership of the reported securities except to the extent of its pecuniary interests therein, and this report shall not be deemed
an admission that such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange
Act of 1934, as amended, or for any other purpose.

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).