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EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of root9B Holdings Inc., a
Delaware corporation (the "Company") on Form 10-K for the year
ended December 31, 2016, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), William L. Hoke,
Chief Financial Officer of the Company, certifies to the best of
his knowledge, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1)
The
Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2)
The
information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
A
signed original of this written statement required by Section 906
has been provided to root9B Holdings, Inc., and will be retained by
root9B Holdings, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.
/s/
William L. Hoke
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William
L. Hoke
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Chief
Financial Officer
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April
17, 2017
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