CERTIFICATE OF ELIMINATION
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF
EXACT SCIENCES CORPORATION
Pursuant to Section 151(g) of the General
Corporation Law of the State of Delaware
Exact Sciences Corporation, a Delaware corporation (the “Corporation”), does hereby certify that, at a duly convened meeting of the board of directors of the Corporation (the “Board of Directors”) on October 24, 2018, the Board of Directors duly adopted the following resolution:
FURTHER RESOLVED, that none of the authorized shares of Series A Junior Participating Preferred Stock of Exact Sciences Corporation are outstanding, and none will be issued subject to the certificate of designations previously filed with respect to such series.
[Signature page follows.]
IN WITNESS WHEREOF, Exact Sciences Corporation has caused this certificate to be duly executed in its corporate name on this 25th day of October 2018.
| EXACT SCIENCES CORPORATION | |
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| By: | /s/ D. Scott Coward |
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| D. Scott Coward |
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| Senior Vice President, General Counsel and Secretary |
[Certificate of Elimination – Series A Junior Participating Preferred Stock]