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 December 18, 2015 (the “Common Stock Purchase Agreement”), by and between RXXXXX 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 Ten Million Dollars ($10,000,000) of the Company’s Common Stock, par value $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, 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(k7(j) of that certain Amended and Restated Common Stock Purchase Agreement dated as of December 18April 17th, 2015 (the “Amended and Restated Common Stock Purchase Agreement”), by and between RXXXXX PHARMACEUTICALSBACTERIN 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 Ten Million Dollars ($10,000,000) of the Company’s Common Stock, par value $0.001 0.000001 (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Amended and Restated Common Stock Purchase Agreement. The undersigned, _______________, Secretary of the Company, 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 December 18[REQUIRES COMPLETION], 2015 2016 (the “Common Stock Purchase Agreement”), by and between RXXXXX IMMUNE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUNDHLHW IV, LLC, an Illinois a Delaware limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Ten Million Dollars ($10,000,000) of the Company’s Common Stock, par value $0.001 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, _______________[REQUIRES COMPLETION], 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 December 18[REQUIRES COMPLETION], 2015 2016 (the “Common Stock Purchase Agreement”), by and between RXXXXX IMMUNE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUNDHLHW IV, LLC, an Illinois a Delaware limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Ten Three Million Fifty Seven Thousand One Hundred Dollars ($10,000,0003,057,100) of the Company’s Common Stock, par value $0.001 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, _______________[REQUIRES COMPLETION], 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 December 18[REQUIRES COMPLETION], 2015 2017 (the “Common Stock Purchase Agreement”), by and between RXXXXX IMMUNE PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUNDHLHW IV, LLC, an Illinois a Delaware limited liability company (the “Buyer”), pursuant to which the Company may sell to the Buyer up to Ten One Million Six Hundred Thousand Dollars ($10,000,0001,600,000) of the Company’s Common Stock, par value $0.001 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, _______________[REQUIRES COMPLETION], Secretary of the Company, hereby certifies as follows in his capacity as such, hereby certifies as follows: