EXHIBIT 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
VISION-SCIENCES, INC.
Incorporated pursuant to an original Certificate of Incorporation filed under the name "Machida Incorporated"
with the Secretary of State of the State of Delaware on October 19, 1987 as previously amended pursuant to (i)
an amendment filed September 19, 1988; (ii) an amendment for merger filed October 4, 1988; (iii) an
amendment for merger filed March 31, 1989; (iv) an amendment filed June 2, 1989; (v) an amendment filed
September 12, 1989; (vi) an amendment filed December 18, 1990; (vii) a certificate of stock designations filed
December 18, 1990; (viii) a certificate of resignation of registered agent filed May 1, 1991; (ix) a certificate of
change of registered agent filed May 16, 1991; (x) an amendment filed May 17, 1991; (xi) an amendment filed
February 28, 1992; (xii) an amended certificate of stock designations filed February 28, 1992; (xiii) an
amendment filed June 3, 1992; (xiv) an amendment filed November 24, 1992; (xv) a certificate of correction filed
February 9, 1993; (xvi) an amendment to the certificate of stock designations filed February 9, 1993; and
(xvii) a certificate of retirement filed February 9, 1993. This Amended and Restated Certificate of Incorporation
(i) effects changes in the first paragraph of Article FOURTH and in the first paragraph of Article THIRTEENTH
contained in an amendment to the Certificate of Incorporation filed June 3, 1992 pursuant to
Section 242 of the General Corporation Law of the State of Delaware, which changes became effective
subsequent to June 3, 1992 and (ii) restates and integrates the Certificate of Incorporation of the Corporation
and, as such, was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the
State of Delaware.
We, the undersigned, for purposes of restating the Certificate of Incorporation of Vision-Sciences, Inc. pursuant
to Sections 242 and 245 of the General Corporation Law of the State of Delawa