EFTA01143227Set 9
2009-11-1228p14,087w
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE RESTATED CERTIFICATE OF "FOUNDATION MEDICINE, INC.",
FILED IN THIS OFFICE ON THE TENTH DAY OF SEPTEMBER ... 09/10/2012
FILED I2:34 PM 09/10/2012
SIN 121013684 - 4725817 FILE
FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
FOUNDATION MEDICINE, INC.
Foundation Medicine, Inc. (the "Corporation"), a corporation organized ... Certificate was amended and restated on March 29, 2010 (the "Amended and Restated
Certificate of incorporation"), as amended by a Certificate of Amendment dated
October 28, 2010, and as further
https://www.justice.gov/epstein/files/DataSet%209/EFTA01143227.pdf
EFTA00289560Set 9
2012-12-28122p36,197w
Shares") having the rights, restrictions,
privileges and preferences set forth in the Amended and Restated Certificate of Incorporation
(the "Restated Certificate") to be filed with the Delaware Secretary of State ... Common Stock (the "Conversion
Shareq"), upon issuance in accordance with the terms of the Restated Certificate, will be duly
authorized, validly issued, fully paid and non-assessable and will ... investigation, the Company is not in violation or default of any
provisions of its Restated Certificate or Bylaws, as amended to date or any applicable laws,
regulations, judgments, decrees
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289560.pdf
EFTA00608097Set 9
2013-09-1663p24,535w
true and correct copy of the Company's
Amended and Restated Certificate of Incorporation as filed with the Delaware Secretary of State
on May 7, 2014, as amended ... filed on July 10, 2014, attached
hereto as Exhibit A-2 (as amended, the "Restated Certificate"). Said Restated Certificate has not
in any way been amended, annulled, rescinded, repealed, revoked ... SYSTEMS, INC.
By:
Pratik Verma, Secretary
1218228 v2/HN
EFTA00608097
EXHIBIT A-1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
1218228 v2/HN
EFTA00608098
Delaware PAGE 1
the First State
I, JEFFREY
https://www.justice.gov/epstein/files/DataSet%209/EFTA00608097.pdf
EFTA00289691Set 9
2012-12-2831p8,147w
Shares") having the rights, restrictions,
privileges and preferences set forth in the Amended and Restated Certificate of Incorporation
(the "Restated Certificate") to be filed with the Delaware Secretary of State ... Common Stock (the "Conversion
Shareq"), upon issuance in accordance with the terms of the Restated Certificate, will be duly
authorized, validly issued, fully paid and non-assessable and will ... investigation, the Company is not in violation or default of any
provisions of its Restated Certificate or Bylaws, as amended to date or any applicable laws,
regulations, judgments, decrees
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289691.pdf
EFTA01120975Set 9
2013-12-1260p20,787w
Delaware on or before the Initial Closing (as defined below) the Amended and Restated
Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the "Restated
Certificate ... rights, privileges and preferences of the Preferred Stock are as stated in the
Restated Certificate and as provided by the Delaware General Corporation Law.
(b) The Company has reserved ... cancellation, replacement grant, repricing, or any other means. Except as set forth
in the Restated Certificate, the Company has no obligation (contingent or otherwise) to purchase
or redeem
https://www.justice.gov/epstein/files/DataSet%209/EFTA01120975.pdf
EFTA01143255Set 9
2012-09-1050p8,579w
Series B Preferred Stock");
WHEREAS, the Company has filed a Fifth Amended and Restated Certificate of
Incorporation (as it may be amended and/or restated from time to time, the "Restated ... which provides for the election of the Preferred Stock Directors (as defined in the
Restated Certificate);
WHEREAS, the Company, certain Investors and the Common Holders have
previously entered into that ... subsequently increased or decreased in accordance with the provisions of the Company's
Restated Certificate and Bylaws, pursuant to an amendment of this Agreement in accordance
with Section 13 hereof
https://www.justice.gov/epstein/files/DataSet%209/EFTA01143255.pdf
such issue.
In accordance with Section 102(bX7) of the DGCL, our amended and restated certificate of incorporation.
will provide that no director shall be personally liable ... permitted under the DGCL. The effect of this provision of our amended and restated
certificate of incorporation is to eliminate our rights and those of our stockholders (through stockholders'
derivative ... eliminating or limiting the liability of directors,
then, in accordance with our amended and restated certificate of incorporation, the liability of our directors to us
or our stockholders will
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366417.pdf
EFTA01411077Set 10
2015-07-27328p99,119w
trustee.
Except for the withdrawal of interest to pay taxes, our amended
and restated certificate of incorporation will provide that none of the
funds held in trust will be released ... directors will materially
affect our ability to complete our business
combination. Our amended and restated certificate of incorporation will
provide that we renounce our interest
in any corporate opportunity offered ... underwriting commissions.
Except for the withdrawal of interest to pay taxes, our amended and
restated certificate of incorporation, as discussed below and subject to
the requirements of law and stock
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01411077.pdf
EFTA00289746Set 9
2012-12-284p465w
Company and Section 228 of the Delaware General Corporation
Law:
Amended and Restated Certificate of Incorporation.
WHEREAS, the Board of Directors (the "Board") of the Company believes ... Amended Certificate of
Incorporation in substantially the form attached hereto as Exhibit A (the "Restated
Certificate");
WHEREAS, the Board has approved the Restated Certificate; and
WHEREAS, it is deemed ... best interests of the stockholders that the Restated
Certificate be adopted.
NOW, THEREFORE, BE IT RESOLVED, that the Restated Certificate in substantially
the form attached hereto as Exhibit
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289746.pdf
EFTA00289929Set 9
2011-04-256p2,047w
04/10/2013
Mr 130420431 - 4973434 FILE
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ADFIN SOLUTIONS, INC.
ADFIN SOLUTIONS, INC., a corporation organized and existing under ... That the Board of Directors duly adopted resolutions proposing to amend
the Amended and Restated Certificate of Incorporation of this corporation, declaring said
amendment to be in the best interests ... proposed amendment is as follows:
Article IV Section 2(c) of the Amended and Restated Certificate of Incorporation
of this corporation, which currently reads as follows:
"(c) Each
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289929.pdf
EFTA00289728Set 9
2012-12-2818p2,942w
Company and Section 141(0 of the Delaware General
Corporation Law:
Amended and Restated Certificate of Incorporation.
WHEREAS, the Board has determined that it is in the best interests ... Stock with rights
and preferences as more fully set forth in the Amended and Restated Certificate of
Incorporation in substantially the form attached hereto as Exhibit A (the "Restated
Certificate ... RESOLVED, that the Restated Certificate is hereby adopted and approved, together with
such changes thereto as any officer of the Company may deem necessary and appropriate
and as any such
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289728.pdf
EFTA00589123Set 9
2013-11-0449p13,554w
entity.
1.18 "Preferred Director" shall have the meaning set forth in the Company's
Restated Certificate of Incorporation, as amended (the "Restated Certificate").
1.19 "Preferred Stock" means the Series Seed ... closing of a Deemed Liquidation Event, as such term is defined
in the Restated Certificate;
GDSVF&MI 742977.4 - 14 -
EFTA00589136
(b) such date on or after the closing ... upon a Deemed Liquidation Event, as such term is defined in the Restated Certificate,
whichever event occurs first.
3.5 Confidentiality. Each Investor agrees that such Investor will keep
confidential
https://www.justice.gov/epstein/files/DataSet%209/EFTA00589123.pdf
EFTA01092555Set 9
2014-01-2732p15,683w
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE RESTATED CERTIFICATE OF "COINBASE GLOBAL, INC.",
FILED IN THIS OFFICE ON THE FIRST DAY OF DECEMBER ... verify this certificate online
at corp.delaware.gov/authver.ahtfal
EFTA01092555
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
COINBASE GLOBAL, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation ... forth the proposed amendment and restatement is as follows:
RESOLVED, that the Amended and Restated Certificate of Incorporation of this
corporation be amended and restated in its entirety to read
https://www.justice.gov/epstein/files/DataSet%209/EFTA01092555.pdf
Amended and Restated Certificate of Incorporation
Our amended and restated certificate of incorporation will contain certain requirements and restrictions
relating to this offering that will apply to us until ... units in this offering), will participate in any vote to amend our amended and
restated certificate of incorporation and will have the discretion to vote in any manner it chooses ... Specifically, our
amended and restated certificate of incorporation will provide, among other things, that:
if we are unable to complete ow initial business combination within 24 months from the closing
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01366390.pdf
EFTA01092591Set 9
2014-01-2728p14,336w
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE RESTATED CERTIFICATE OF "COINBASE GLOBAL, INC.",
FILED IN THIS OFFICE ON THE SEVENTH DAY OF APRIL ... verify this certificate online
at corp.delaware.gov/authver.ahtfal
EFTA01092591
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
COINBASE GLOBAL, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation ... defined therein) shall be deemed to be zero.
•
3. That this Amended and Restated Certificate of Incorporation, which
restates and integrates and further amends the provisions of this Corporation
https://www.justice.gov/epstein/files/DataSet%209/EFTA01092591.pdf
EFTA00796744Set 9
2019-03-07114p64,823w
qualified in its entirety by reference to the pertinent sections of our amended
and restated certificate of incorporation, including the certificate of designations creating the Series A
Preferred Stock, copies ... applicable provisions of the Delaware General
Corporation Law.
General
Under our amended and restated certificate of incorporation, we have authority to issue up to
100,000,000 shares of serial ... other vote or
consent of stockholders required by law or by our amended and restated certificate of incorporation, the
vote or consent of the holders of at least two thirds
https://www.justice.gov/epstein/files/DataSet%209/EFTA00796744.pdf
EFTA01382768Set 10
2015-10-141p778w
stockholder's stock thereafter devolved by operation of law.
Exclusive Forum
Our amended and restated certificate of incorporation will provide, subject to limited exception, that unless we consent ... Company arising pursuant to any provision of the
DGCL or our amended and restated certificate of incorporation or our amended and restated bylaws or as to which the DUCT. confers ... have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. However, the
enforceability of similar forum provisions in other companies' certificates of incorporation
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01382768.pdf
EFTA01296945Set 10
2017-06-1652p10,715w
Board of Directors authorized
an amendment (the "Amendment") to the Second Amended and Restated Certificate of
Incorporation of the Company to effect a reverse stock split of the shares ... Amendment did not
affect the number of authorized shares under the Second Amended and Restated
Certificate of Incorporation. On June 15, 2016, the Amendment was approved by the
written consent ... prior indemnification provisions, which are expected to be expanded in the
Third Amended and Restated Certificate of Incorporation;
O
require directors to be elected by a majority vote unless
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01296945.pdf