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Fifth Amended and Restated Certificate

Delaware

Michael Pellini

the "Preferred Stock

Foundation Medicine, Inc.

Restated Certificate of Incorporation

Corporation

JEFFREY W. BULLOCK

the Corporation

the General Corporation Law

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

State Division of Corporations Delivered

the "Corporation

Section A of

SRV