to the provisions of Section 14A:9-5 of the New Jersey Business Corporation
New Brunswick Scientific Co., Inc. (the “Corporation”), a corporation organized
and existing under the laws of the State of New Jersey, hereby executes the
following Restated Certificate of Incorporation:
name of the Corporation is New Brunswick Scientific Co., Inc.
purpose for which the Corporation is organized is to engage in any activity
within the purposes for which corporations may be organized under
Section 14A:1-1 et seq. of the New Jersey Business Corporation
aggregate number of shares which the corporation shall have authority to issue
is 1,000 shares of common stock, no par value.
address of the corporation's current registered office is 820 Bear Tavern Road,
West Trenton, New Jersey 08628, and the name of its current registered agent
such address is The Corporation Trust Company.
number of directors constituting the current board of directors is
three. The names and addresses of the directors are as
Doral Greens Drive East, Rye Brook, NY 10573
75, 22889 Tangstedt, Germany
13a, 22359 Hamburg, Germany
duration of the corporation is unlimited.
the extent authorized by New Jersey law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its
shareholders. This provision shall not relieve a director or officer
from liability for any breach of duty based upon an act or
omission: (a) in breach of such person's duty of loyalty to the
Corporation or its shareholders, (b) not in good faith or involving a knowing
violation of law, or (c) resulting in receipt by such person of an improper
WITNESS WHEREOF, this Certificate has been executed on behalf of the Corporation
as of the 24th
day of September, 2007.