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I. Pursuant to Section 242

Restated Certificate of Incorporation

State Division of Corporations Delivered

Section C of Article IV

Certificate

SRV

Michael Pellini

Section A of

Corporation

JEFFREY W. BULLOCK

Foundation Medicine, Inc.

Preferred Stock of the Corporation

the "Corporation

Delaware

the "Preferred Stock

the Corporation

the Fifth Amended and Restated Certificate of Incorporation of the Corporation

the General Corporation Law

Fifth Amended and Restated Certificate