AMENDED AND RESTATED BYLAWS OF
BIOANALYTICAL SYSTEMS, INC.
(Including Amendments through February 12, 2007)
Records Pertaining to Share Ownership
Section 1.1. Recognition of Shareholders . Bioanalytical Systems, Inc. (the “Corporation”) is entitled to recognize a
person registered on its books as the owner of shares of the Corporation as having the exclusive right to receive dividends and
to vote those shares, notwithstanding any other person’s equitable or other claim to, or interest in, those shares.
Section 1.2. Transfer of Shares . Shares are transferable only on the books of the Corporation, subject to any transfer
restrictions imposed by the Articles of Incorporation, these Bylaws, or an agreement among shareholders and the Corporation.
Shares may be so transferred upon presentation of the certificate representing the shares, endorsed by the appropriate person
or persons, and accompanied by (a) reasonable assurance that those endorsements are genuine and effective, and (b) a request
to register the transfer. Transfers of shares are otherwise subject to the provisions of the Indiana Business Corporation Law
(the “Act”), Article 8 of the Indiana Uniform Commercial Code and federal securities laws.
Section 1.3. Certificates . Each shareholder is entitled to a certificate signed (manually or in facsimile) by the President
or a Vice President and the Secretary or an Assistant Secretary, setting forth (a) the name of the Corporation and that it was
organized under Indiana law, (b) the name of the person to whom issued, (c) the number, class, and series of shares represented,
and (d) a conspicuous statement that the Corporation will furnish to the holder of the certificate on request, in writing, and
without charge, a summary of the designations, relative rights, preferences, and limitations applicable to each such class of
shares, and the variations in rights, preferences, and limitations determined for each series within a class (and the authori