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GM_FSJ

10/28/15 11:31 AM

#19421 RE: GM_FSJ #19420

On October 14, 2015 Regen Biopharma, Inc. ( the “Company”) amended Article 3 of the Company’s Articles of Incorporation to be and read as follows:

“3. Authorized Shares:

The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 500,000,000 shares of Common Stock having a $.0001 par value, and 800,000,000 shares of Preferred Stock having a $.0001 par value.

The Common and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.”

On October 14, 2015, the Company amended Section 1 of the Certificate of Designation of the Company’s authorized Series A Preferred Stock to be and read as follows:

“Section 1. Designation and Amount.

The shares of this series of preferred stock will be designated as Series A Preferred Stock (the “Series A Preferred”) which series shall consist of three hundred million (300,000,000) shares having a par value of $.0001 per share.”