AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
[Composite as amended through March 4, 2005]
The name of the corporation is:
American Medical Systems Holdings, Inc. (the “Corporation”).
The address of its registered office in the State of Delaware is 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust
The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in
any lawful act or activity for which corporations may be organized under the General Corporation Law of the
State of Delaware.
The total authorized capital stock of the Corporation shall be Two Hundred Twenty-five Million
(225,000,000) shares consisting of (i) Two Hundred Million (200,000,000) shares of Common Stock, $.01 par
value per share (“Voting Common Stock”); (ii) Twenty Million (20,000,000) shares of Non-Voting Common
Stock, $.01 par value per share (“Non-Voting Common Stock,” and together with the Voting Common Stock,
“Common Stock”); and (iii) Five Million (5,000,000) shares of Preferred Stock, $.01 par value per share
(i) Ranking . Except with respect to voting rights and the conversion rights of the Non-Voting
Common Stock, the Voting Common Stock and the Non-Voting Common Stock shall in all respects have
the same powers, rights and qualifications (including, relative, participating, optional and other special rights,
dividend rights and rights on liquidation, dissolution or winding up) and shall rank pari passu with each other.
(ii) Dividends . Subject to the preferences and other rights of the Preferred Stock, if any, the holders
of Common Stock shall be entitled to receive dividends when and as declared by the Board of Directors out
of funds legally available the