AMERICAN MEDICAL SYSTEMS HOLDINGS, INC.
Incorporated Under the Laws of
the State of Delaware
(as amended through August 10, 2000)
The registered office of the Corporation in Delaware shall be at 1209 Orange Street in the City of Wilmington,
County of New Castle, in the State of Delaware, and The Corporation Trust Company shall be the resident agent
of this Corporation in charge thereof. The Corporation may also have such other offices at such other places,
within or without the State of Delaware, as the Board of Directors may from time to time designate or the
business of the Corporation may require.
Section 1. Annual Meeting. The annual meeting of stockholders for the election of directors and the transaction of
any other business shall be held on such date, in such city and state and at such time and place as may be
designated by the Board of Directors, and set forth in the notice of such meeting.
Section 2. Special Meetings. Special meetings of the stockholders for any purpose may be called at any time by
the Board of Directors, or by the President, and shall be called by the President at the request of the holders of a
majority of the outstanding shares of capital stock entitled to vote. Special meetings shall be held at such place or
places within or without the State of Delaware as shall from time to time be designated by the Board of Directors
and stated in the notice of such meeting. At a special meeting no business shall be transacted and no corporate
action shall be taken other than that stated in the notice of the meeting.
Section 3. Notice of Meetings. Written notice of the time and place of any stockholder's meeting, whether annual
or special, shall be given to each stockholder entitled to vote thereat, by personal delivery or by mailing the same
to him at his address as the same appears upon the records of the Corporation at least ten (10) days but not
more than sixty (60) days before the day of the meeting. No