AMENDED AND RESTATED
HARVARD BIOSCIENCE, INC.
SECTION 1. ANNUAL MEETING. The annual meeting of stockholders (any such meeting being referred to in
these By-laws as an "Annual Meeting") shall be held at the hour, date and place within or without the United
States which is fixed by the Board of Directors, which time, date and place may subsequently be changed at any
time by vote of the Board of Directors. If no Annual Meeting has been held for a period of thirteen months after
the Corporation's last Annual Meeting, a special meeting in lieu thereof may be held, and such special meeting
shall have, for the purposes of these By-laws or otherwise, all the force and effect of an Annual Meeting. Any
and all references hereafter in these By-laws to an Annual Meeting or Annual Meetings also shall be deemed to
refer to any special meeting(s) in lieu thereof.
SECTION 2. NOTICE OF STOCKHOLDER BUSINESS AND NOMINATIONS.
(a) ANNUAL MEETINGS OF STOCKHOLDERS.
(1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an Annual Meeting (a) pursuant to the
Corporation's notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of
the Corporation who was a stockholder of record at the time of giving of notice provided for in this By-law, who
is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the
notice procedures set forth in this By-law. In addition to the other requirements set forth in this By-law, for any
proposal of business to be considered at an Annual Meeting, it must be a proper subject for action by
stockholders of the Corporation under Delaware law.
(2) For nominations or other business to be properly brought before an Annual Meeting by a stockholder
pursuant to clause (c) of paragraph (a)(1) of this By-law, the st