CERTIFICATE OF VALIDATION OF CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES A PREFERRED STOCK OF BIOPHARMX CORPORATION Pursuant to Section 204 of the General Corporation Law of the State of Delaware

1.                                      On January 22, 2015, the board of directors of the Corporation adopted the resolutions attached hereto (without the exhibits thereto) as EXHIBIT A.  On February 2, 2015, the stockholders of the Corporation, acting by written consent in lieu of a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware, adopted the resolutions attached hereto (without the exhibits thereto) as EXHIBIT B.  The foregoing resolutions of the board of directors and of the stockholders were duly adopted by the board of directors and by the stockholders, respectively, in accordance with the provisions of Section 204 of the General Corporation Law of the State of Delaware (the “DGCL”), and, in the case of stockholders, in accordance with Section 228 of the DGCL