SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
HARVARD BIOSCIENCE, INC.
Harvard Bioscience, Inc., a corporation organized and existing under the laws of the State of Delaware (the
"Corporation"), hereby certifies as follows:
1. The name of the Corporation is Harvard Bioscience, Inc. The date of the filing of its original Certificate of
Incorporation with the Secretary of State of the State of Delaware was September 8, 2000 (the "Original
Certificate"). The name under which the Corporation filed the Original Certificate was Harvard Bioscience, Inc.
2. This Second Amended and Restated Certificate of Incorporation (the "Certificate") amends, restates and
integrates the provisions of the Amended and Restated Certificate of Incorporation that was filed with the
Secretary of State of the State of Delaware on November 28, 2000 (the "Amended and Restated Certificate"),
and was duly adopted in accordance with the provisions of Sections 242 and 245 of the Delaware General
Corporation Law (the "DGCL").
3. The text of the Amended and Restated Certificate is hereby amended and restated in its entirety to provide as
herein set forth in full.
The name of the Corporation is Harvard Bioscience, Inc.
The address of the Corporation's registered office in the State of Delaware is c/o The Corporation Trust
Company, 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 Company.
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized
under the DGCL.
The total number of shares of capital stock which the Corporation shall have authority to issue is eighty-five
million (85,000,000) shares, of which (i) eighty million (80,000,000) shares shall be a class designated as
common stock, par value $.01 per share (the "Common Stock"), and (ii) five million (5,000,000) shares