SURGICAL ACQUISITION CORP.
DATED December 11, 1996
Section 1. Registered Office . The registered office shall be in the City of Wilmington, County of New Castle, State of
Section 2. Other Offices . The corporation may also have offices at such other place both within and without the State of
Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.
MEETING OF STOCKHOLDERS
Section 1. Annual Meeting . The annual meeting of stockholders shall be held on the first Monday in May or, if a legal
holiday, then on the next secular day following, at 10:00 a.m. Such meeting shall be held within or without the State of Delaware,
at which meeting the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting. If the election of directors shall not be held on the day designated herein for any
annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the
stockholders as soon thereafter as may be convenient.
Section 2. Special Meetings . Special meetings of the stockholders, for any purpose or purposes, unless otherwise
prescribed by statute or by the certificate of incorporation, may be called by the President and shall be called by the President
or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.
Section 3. Notice . Written notice of the annual or special meeting shall be given to each stockholder entitled to vote
thereat, in person or by mailing to him a