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Immune Response BioPharma Inc. TM

Transfer Agent: © 2010-2017
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Stock Transfer Agent: The American Stock & Transfer Company www.amstock.com 

Registered Agent:

Corporate Agents, Inc.

2711 Centerville Road

Suite 400

Wilmington, Delaware 19808

CERTIFICATE OF INCORPORATION

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:28 PM 06/20/2011

FILED 12:27 PM 06/20/2011

SRV 110739145 - 4999105 FILE

FIRST: The name of this corporation shall be: Immune Response BioPharma, Inc.

SECOND: Its registered office in the State of Delaware is to be located at 2711 Centerville

Road, Suite 400, Wilmington, County of New Castle, Delaware, 19808. The name of its registered

agent at such address is Corporate Agents, Inc.

THIRD: The purpose or purposes of the corporation shall be:

To engage in any lawful act or activity for which corporations may be

organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock, which this corporation is authorized to issue,

is One Thousand Five Hundred (1,500) shares of common stock without par value.

FIFTH: The name and address of the incorporator is as follows:

Corporate Agents, Inc.

2711 Centerville Road

Suite 400

Wilmington, Delaware 19808

SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

SEVENTH: No director shall be personally liable to the Corporation or its stockholders for

monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding

the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for

breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

(iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction

from which the director derived an improper personal benefit. No amendment to or repeal of this

Article Seventh shall apply to or have any effect on the liability or alleged liability of any director

of the Corporation for or with respect to any acts or omissions of such director occurring prior to

such amendment.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, has

executed signed and acknowledged this certificate of incorporation this 20th day of June, 2011.

Corporate Agents, Inc., Incorporator

By: /s/ Margaret Rosado

Name: Margaret Rosado

Assistant Secretary

DE BC D-:CERTIFICATE OF INCORPORATION - SHORT SPECIMEN 09/00-1 (DESHORT)

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Immune Response BioPharma, Inc. TM
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