AMENDED AND RESTATED CERTIFICATE OF INCOPORATION OF FMDIC, INC. (NOT FOR PROFIT) 1. The current name of this Corporation is FMDIC, INC.

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1 AMENDED AND RESTATED CERTIFICATE OF INCOPORATION OF FMDIC, INC. (NOT FOR PROFIT) TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA: The undersigned corporation (this "Corporation"), an Oklahoma not for profit, nonstock corporation, for the purpose of adopting an Amended and Restated Certificate of Incorporation pursuant to Sections 1077 and 1080 of the Oklahoma General Corporation Act (the "Act"), hereby certifies: 1. The current name of this Corporation is FMDIC, INC. 2. This Corporation was originally incorporated as "FMDIC, INC." by filing of its Articles of Incorporation with the Oklahoma Secretary of State on May 10, Its name of the Corporation has not changed. 4. The amendments to the Certificate of Incorporation effected by this Certificate are: (a) to change the registered agent of the Corporation; (b) to change the purpose of the Corporation; (c) to change the number of directors and provide for the selection of such directors; (d) to limit the activities of the Corporation as required to maintain tax exempt status under the Internal Revenue Code; (e) to provide for the elimination of liability for the directors of the Corporation under the Act; (f) to provide for indemnification of directors, officers, employees and agents of the Corporation under the Act; (g) to provide for disposition of the assets of the Corporation upon dissolution; and (h) to provide the requirements for future amendments to the Certificate of Incorporation. 5. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Act Section 1080, in the manner prescribed in Act Section 1077, and restates, integrates and further amends the Certificate of Incorporation. 6. The Certificate of Incorporation of FMDIC, INC. is hereby restated as further amended by this Certificate, to read in full, as follows: CERTIFICATE OF INCORPORATION OF FMDIC, INC. FIRST. The name of the Corporation is FMDIC, INC. SECOND. The address of the registered office in the State of Oklahoma is: c/o Hartzog Conger Cason & Neville, 201 Robert S. Kerr Avenue, Suite 1600, Oklahoma City, OK The name of its registered agent at such address is Jon H. Trudgeon.

2 THIRD. The Corporation is organized exclusively for educational or charitable purposes, including, for such purposes, (1) to facilitate the availability of safe and effective medical devices through enhanced communications and cooperation between industry, appropriate state agencies, and the U.S. Food and Drug Administration; and (2) to develop and disseminate educational programs and information on issues important to the medical device industry. To receive and administer funds for such purposes, all for the public welfare; and, in general, to exercise any, all, and every power for which a non-profit corporation organized under the applicable provisions of the Oklahoma General Corporation Act, all for social welfare of the general public, can be authorized to exercise, but only to the extent the exercise of such powers are in furtherance of exempt. FOURTH. The term of this Corporation shall be perpetual. FIFTH. The Corporation shall have no members and shall have no authority to issue capital stock. The Board of Directors of the Corporation shall have the power to take any actions that would otherwise be vested in members under the Oklahoma General Corporation Act. No director, as such, shall have any vested rights in the assets of the Corporation. SIXTH. The management and operation of the business of the Corporation shall be vested in the Board of Directors selected as prescribed in the Bylaws of the Corporation. Election of directors need not be by written ballot unless the Bylaws so provide. (1) The initial number of directors shall be ( ). The number of, qualification for, and the matters relating to its members and organizational governess shall be set forth in the ByLaws of the Corporation. (2) As of the date of this Certificate, the names and residences of the Board of Directors currently serving its corporation shall be as follows: Name Michael Bollinger AdvaMed Steven Juett ACCE Address c/o Smith & Nephew 76 S. Meridian Avenue Oklahoma City, OK c/o RTKL Healthcare Technology 1717 Pacific Avenue Dallas, TX Cheryl Boyce c/o Boyce Consulting ASQ 4007 Cedarview Road Dallas, TX Randall Thoma, PhD Zimmer, Inc. BioAustin 9301 Amberglen Blvd., Bldg. J, Suite 100 Austin, TX 78729

3 Jeffrey Organ BioHouston BioHouston 2555 Holly Hall, Suite 100 Houston, TX Naomi Jo Svochak Tru-Form Optics, Inc. CLMA 400 S. Industrial Blvd., Suite 100 Euless, TX Audrey Swearingen Zimmer Orthobiologics RAPS 9301 Amberglen Blvd., Suite 100 Austin, TX Reynaldo Rodriguez FDA Dallas District Office FDA 4040 N. Central Expressway, Suite 300 Dallas, TX Tom Brinck DSHS Dr. William Hyman Texas A&M Department of State Health Services 1100 West 49 th Street Austin, TX Biomedical Engineering Texas A&M University College Station, TX

4 (3) Further provisions governing the Board of Directors shall be prescribed by the Bylaws of the Corporation. SEVENTH. The Bylaws of the Corporation may be adopted, altered, amended, or repealed by the Board of Directors. apply: EIGHTH. In all events and under all circumstances, the following limitations shall (a) The Corporation is not organized for profit. The Corporation shall never be operated for the primary purpose of carrying on a trade or business for profit. (b) The Corporation shall use and apply the assets of the Corporation, including all income therefrom, exclusively for the purposes for which the Corporation is organized; (c) No part of the Corporation's assets or net earnings shall inure to the benefit of any private individual or noncharitable organization except in furtherance of the exempt purposes set forth above, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article THIRD. (d) No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office; and (e) The Corporation may by its By-Laws make any other provisions or requirements for the arrangement or conduct of the business of the Corporation, provided the same be not inconsistent with this Certificate of Incorporation nor contrary to the laws of the State of Oklahoma or of the United States. The Corporation shall not have or exercise any power or authority, either expressly or by operation of law, nor shall it, directly or indirectly, engage in any activity that would prevent the Corporation: (i) from qualifying and continuing to qualify as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding providing of any future United States Internal Revenue Law NINTH. (1) To the fullest extent permitted under Oklahoma law as it exists on the original date of filing of this Certificate of Incorporation with the Oklahoma Secretary of State ("Effective Date"), no director of this Corporation shall be liable to this Corporation or its Members for monetary damages for breach of fiduciary duty as a director. No amendment to or

5 repeal of this Article NINTH shall apply to or have any effect on the liability or alleged liability of any director of this Corporation for or with respect to any acts or omissions of such director occurring prior to the time of such amendment or repeal. (2) If Oklahoma law is amended after the Effective Date to further limit or eliminate liability of this Corporation's directors for breach of fiduciary duty, then a director of this Corporation shall not be liable for any such breach to the fullest extent permitted by Oklahoma law as so amended. If Oklahoma law is amended after the Effective Date to increase or expand liability of directors of this Corporation for breach of fiduciary duty, no such amendment shall apply to or have any effect on the liability or alleged liability of any director of this Corporation for or with respect to any acts or omissions of such director occurring prior to the time of such amendment or otherwise adversely affect any right or protection of a director of this Corporation existing at the time of such amendment. TENTH. (1) The Corporation shall indemnify, and advance litigation expenses to, its officers, directors, employees and agents of the Corporation as officers, directors, employees or agents of another corporation partnership, joint venture, trust or other enterprise t the fullest extent permitted by the Act, as the same exists or may hereafter be amended, and all other laws of the State of Oklahoma. No amendment to or repeal of this Article TENTH shall apply to or have any effect on the right of a person entitled to indemnification hereunder for or with respect to any acts or omissions of such person occurring prior to the time of such amendment or repeal. (2) By action of the Board of Directors, notwithstanding any interest of the directors in the action, the Corporation may purchase and maintain insurance, in such amounts as the Board of Directors deems appropriate, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or would be required to indemnify him against such liability under the provisions of this Article TENTH or of the Act. (3) The right to indemnification conferred in this Article TENTH shall be a contract right and shall not be exclusive of any other right which any person may have or hereafter acquire under the Corporation's Certificate of Incorporation, bylaws, or any statute, bylaw, agreement, resolution of Members or directors or otherwise. ELEVENTH. Except upon the affirmative vote of all the Directors of the Corporation, no amendment to this Certificate of Incorporation may be adopted by the Corporation which would impose personal liability for the debts of the Corporation on the Directors of the Corporation or which would amend, alter, repeal or adopt any provision inconsistent with this Article ELEVENTH. TWELFTH. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of

6 all assets of the Corporation to the extent such organization(s) are exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Code, or, if not in existence or not so qualified, to such organization or organizations organized and operated exclusively for charitable, educational, religious, literary or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue Law, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the district court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. Such distribution shall be in such manner as shall satisfy the requirements of Section 507 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) if such Section is applicable to the corporation at the time of dissolution. THIRTEENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation by a vote of a majority of Directors present at any Directors' meeting, if the amendment shall have been proposed in writing by the Board of Directors and included in the notice of the meeting at which the amendment is proposed to be adopted. The governing body of the corporation adopted a resolution setting forth the amendment proposed and declaring its advisability. At a subsequent meeting held upon notice stating the purpose thereof and given in accordance with the provision of Title 18, Section 1067, a majority of all the members of the governing body voted in favor of the amendment.

7 IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by its President or Vice President and attested by its Secretary or Assistant Secretary, this day of, By: President (PLEASE PRINT NAME) ATTEST: By: Secretary (PLEASE PRINT NAME) T:\ \CERT\Amended and Restated Certificate of Incorporation (373714).docx

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