RESTATED

 

                           ARTICLES OF INCORPORATION

 

                                       OF

 

                       THORATEC LABORATORIES CORPORATION

 

               ROBERT J. HARVEY and PAUL J. MUNDIE hereby certify.

 

               1. That they are the President and Assistant Secretary,

respectively, of THORATEC LABORATORIES CORPORATION, a California corporation.

 

               2. The articles of incorporation of this corporation are amended

and restated to read as follows:

 

               FIRST: The name of this corporation is THORATEC LABORATORIES

CORPORATION.

 

               SECOND: The purpose of this corporation is to engage in any

lawful act or activity for which a corporation may be organized under the

General Corporation Law of California other than the banking business, the

trust company business or the practice of a profession permitted to be

incorporated by the California Corporations Code.

 

               THIRD: The corporation elects to be governed by all the

provisions of Division 1 of Title 1 of the California Corporation Code (as

amended by act of the California Legislature, 1975-1976 regular session,

effective January 1, 1977, as defined in Section 2300 of the California General

Corporation Law) not otherwise applicable to this corporation under Chapter 23

of said Division I.

 

               FOURTH: This Corporation is authorized to issue only one class of

shares, all of which shall be known as Common Stock. The total number of shares

which this corporation is authorized to issue is 20,000,000.

 

 

 

<PAGE>

     3.   The foregoing amendment and restatement of the Articles of

Incorporation has been duly approved by the Board of Directors of this

corporation.

 

     4.   The foregoing amendment and restatement of the Articles of

Incorporation has been duly approved by the required vote of shareholders in

accordance with Section 902 of the Corporation Code of the State of California.

The total number of outstanding shares of the corporation is 167,149. The

number of shares voting in favor of the amendment equaled or exceeded the vote

required. The percentage vote required was more than 50%.

 

 

 

                                   /s/ Robert J. Harvey

                                   ------------------------------------------

                                   Robert J. Harvey, President

 

 

                                   /s/ Paul J. Mundie

                                   ------------------------------------------

                                   Paul J. Mundie, Assistant Secretary

 

 

     The undersigned declare under penalty of perjury that the matters set

forth on the foregoing certificate are true of their knowledge.

 

     Executed at San Francisco, California on December 10, 1980.

 

 

 

 

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                        THORATEC LABORATORIES CORPORATION

 

 

         D. Keith Grossman and Cheryl D. Hess hereby certify as follows:

 

         1.       They are the President and Chief Executive Officer and Chief

Financial Officer and Secretary, respectively, of Thoratec Laboratories

Corporation, a California corporation (the "Corporation");

 

         2.       The Amended and Restated Articles of Incorporation are hereby

amended by deleting, in its entirety, Article FIRST thereof, and inserting in

its place a new Article FIRST that reads, in its entirety as follows:

 

                  "FIRST: The name of this corporation is Thoratec Corporation".

 

         3.       The foregoing amendment to the Corporation's Articles of

Incorporation has been duly approved by the Corporation's Board of Directors.

 

         4.       The foregoing amendment to the Corporation's Articles of

Incorporation has been duly approved by the required vote of the Corporation's

shareholders in accordance with Sections 902 and 903 of the California

Corporations Code. The total number of outstanding shares of the Corporation

entitled to vote with respect to the amendment was 22,421,775 shares of Common

Stock. There are no shares of Preferred Stock outstanding. The number of shares

voting in favor of the amendment equaled or exceeded the vote required. The

percentage vote required was more than 50 percent.

 

<PAGE>   2

 

 

                  We further declare under penalty of perjury under the laws of

the State of California that the matters set forth in this certificate are true

and correct of our own knowledge.

 

                  IN WITNESS WHEREOF, the undersigned have executed this

certificate this 14th day of February 2001.

 

 

                                   /s/ D. Keith Grossman

                                   --------------------------------------------

                                   D. Keith Grossman,

                                   President and Chief Executive

                                   Officer

 

 

                                   /s/ Cheryl D. Hess

                                   --------------------------------------------

                                   Cheryl D. Hess,

                                   Chief Financial Officer and

                                   Secretary

 

 

 

 

 

 

AMENDMENT

 

On May 23, 2014, the Restated Articles of Incorporation of Thoratec Corporation were amended to include a new Article SIXTH as follows:

 

“SIXTH:

 

Section 1. Limitation of Directors’ Liability. The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

 

Section 2. Indemnification of Directors, Officers and Employees. The corporation is authorized to indemnify its directors, officers and employees, including any such persons who, while serving as a director, officer or employee of the corporation, serve or served as directors, officers or employees of another corporation, partnership, joint venture, trust or other enterprise at the request of the corporation or any of the corporation’s predecessors (collectively, “covered directors, officers and employees”), to the fullest extent permissible under California law.

 

Section 3. Repeal or Modification. Any repeal or modification of the foregoing provisions of this Article SIXTH by the shareholders of this Restated Articles of Incorporation shall not adversely affect any right or protection of a covered director, officer or employee of this corporation existing at the time of such repeal or modification.”

 

[As Filed: 08-07-2014]