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the Fifth Amended and Restated Certificate of Incorporation of the Corporation

I. Pursuant to Section 242

Preferred Stock of the Corporation

Certificate

Section C of Article IV

Michael Pellini

State Division of Corporations Delivered

Fifth Amended and Restated Certificate

the "Corporation

Section A of

SRV

Foundation Medicine, Inc.

Restated Certificate of Incorporation

Corporation

Delaware

JEFFREY W. BULLOCK

the "Preferred Stock

the Corporation

the General Corporation Law