CERTIFICATE OF INCORPORATION
AMERICAN SURGICAL LASER-DEL., INC.
1. Name. The name of the corporation is American Surgical Laser-Del., Inc.
2. Registered Office and Agent. The address of the registered office of the corporation in the State of Delaware
is 229 South State Street, Dover, in the County of Kent. The registered agent at such address is The Prentice-
Hall Corporation System, Inc.
3. Purpose. The purpose of the corporation is to engage in any lawful act of activity for which corporations may
be organized under the General Corporation Law of Delaware.
4. Capitalization. The corporation shall be authorized to issue the following capital stock:
5. Incorporator. The name and mailing address of the incorporator is:
Jane A. Rudnick
Nutter, McClennen & Fish Federal Reserve Plaza 600 Atlantic Avenue
Boston, MA 02210
6. Corporate Existence. The corporation is to have perpetual existence.
7. Other Provisions. In furtherance and not in limitation of the powers conferred by the laws of the State of
A. The board of directors is expressly granted authority to fix by resolution or resolutions the designations and the
powers, preferences and rights, and the qualifications, limitations or restrictions of any class or classes of stock or
any series of any class of stock.
B. The books of the corporation may be kept at such place within or without the State of Delaware as the By-
laws of the corporation may provide or as may be designated from time to time by the board of directors of the
8. Compromises or Arrangements. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this corporation and its stockholders or any
class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver
or receivers appointed for this corporation under t