EFTA01092107.pdf

Delaware PAGE The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "FOUNDATION MEDICINE, INC.", FILED IN THIS OFFICE ON THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 2012, AT 9:43 O'CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. jeffreywAtaxicsecrewyorstate 4725817 8100 AUTHE TION: 0103765 121399606 DATE: 12-28-12 You may verify this certificate online at corp.delarrare.gov/authver.shtml EFTA01092107  State of Delaware Secretary of State Division of Corporations Delivered 09:53 AM 12/28/2012 FILED 09:43 AM 12/28/2012 SRV 121399606 - 4725817 FILE CERTIFICATE OF AMENDMENT TO FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FOUNDATION MEDICINE, INC. Foundation Medicine, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law ofthe State ofDelaware (the "DGCL"), does hereby certify: I. Pursuant to Section 242 of the DGCL, this Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation (this "Amendment") amends the provisions of the Fifth Amended and Restated Certificate of Incorporation of the Corporation (the "Certificate"). 2. Pursuant to Section 228(a) of the DGCL, the holders of outstanding shares of the Corporation, having not less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted, consented to the adoption of the amendments without a meeting, without a vote and without prior notice and that written notice of the taking of such actions is being given in accordance with Section 228(e) of the DGCL. 3. The Certificate is hereby amended as follows: (a) The first paragraph of Section A of Article IV is hereby amended and restated in its entirety to read as set forth below: "1. Authorized Shares. The total number of shares of all classes of stock which the Corporation shall have authority to issue is: (a) 96,000,000 shares of Common stock, par value of 50.0001 per share ("Common Stock"); and (b) 68,712,134 shares of Preferred Stock of the Corporation, par value of 50.0001 per share (the "Preferred Stock")." (b) The first sentence of the first paragraph of Section C of Article IV is hereby amended and restated in its entirety to read as set forth below: "43,950,000 shares of the authorized Preferred Stock of the Corporation are hereby designated Series A Convertible Preferred Stock (the "Series A Preferred Stock") and 24,762,134 shares of the authorized Preferred Stock of the Corporation are hereby designated Series B Convertible Preferred Stock (the "Series B Preferred Stock"), in each case with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations." • - • •-s 11.804595359.5 EFTA01092108  IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation, has executed this Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation as of December 28, 2012. FOUNDATION MEDICINE, INC. By: /s/ Michael Pellini Michael Pellini President and Chief Executive Officer EFTA01092109