RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                                 CYNOSURE, INC.
 
    (originally incorporated on July 10, 1991 under the name Cynosure, Inc.)
 
      FIRST: The name of the Corporation is Cynosure, Inc.
 
      SECOND: The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 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.
 
      THIRD: The nature of the business or purposes to be conducted or promoted
by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
 
      FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 75,000,000 shares, consisting of
(i) 61,500,000 shares of Class A Common Stock, par value $0.001 per share
("Class A Common Stock"), (ii) 8,500,000 shares of Class B Common Stock, par
value $0.001 per share ("Class B Common Stock" and together with the Class A
Common Stock, the "Common Stock") and (ii) 5,000,000 shares of Preferred Stock,
par value $0.001 per share ("Preferred Stock").
 
      Immediately upon the filing of this Restated Certificate of Incorporation
with the Secretary of State of the State of Delaware (the "Effective Time"), and
without further action by the Corporation or any other person, each share of
common stock, par value $0.001 per share, either issued and outstanding or held
by the Corporation as treasury stock immediately prior to the Effective Time
shall be and hereby is automatically reclassified as and converted into one
fully paid and nonassessable share of Class B Common Stock, and upon such filing
all rights of the holders of shares of such common stock so converted shall
cease, certificates formerly representing shares of such common stock will
thereafter be deemed to represent a like number of shares of Class B Common
Stock and the person or persons in whose name or names the certificate or
certificates representing the shares of Class B Common Stock are to be issued
shall be treated for all purposes as having become the record holder or holders
of shares of Class B Common Stock.
 
      The following is a statement of the designations and the powers,
privileges and rights, and the qualifications, limitations or restrictions
thereof, in respect of each class of capital stock of the Corporation.
 
A. COMMON STOCK.
 
      1. General. Except as otherwise set forth below in this Restated
Certificate of Incorporation (which, as used herein, shall mean the Restated
Certificate of Incorporation of the Corporation, as amended from time to time,
including the terms of any Preferred Stock Designation (as defined herein)), the
powers, preferences and relative participating, optional or
<PAGE>
other special rights, and the qualifications, limitations or restrictions of the
Class A Common Stock and Class B Common Stock shall be identical in all
respects.
 
      2. Voting.
 
      (a)   Except as otherwise set forth below in this Restated Certificate of
            Incorporation or as otherwise required by law, the holders of Common
            Stock shall vote together, and with the holders of shares of any
            other class or series of stock entitled to vote with the holders of
            Common Stock, as a single class, on all matters upon which such
            holders of Common Stock are entitled to vote under law or under this
            Restated Certificate of Incorporation. The holders of Class A Common
            Stock and the holders of Class B Common Stock shall be entitled to
            one vote for each share of Class A Common Stock and one vote for
            each share of Class B Common Stock held by such stockholders. Except
            as otherwise required by law or Article FOURTH, Section A.2(d)
            below, the holders of Class A Common Stock shall not be entitled to
            vote on any amendment to this Restated Certificate of Incorporation
            that alters or changes only the powers, preferences, rights or other
            terms or number of shares of the Class B Common Stock. Except as
            otherwise required by law, the holders of Common Stock shall not be
            entitled to vote on any amendment to this Restated Certificate of
            Incorporation that alters or changes only the powers, preferences,
            rights or other terms of one or more series of Preferred Stock
            outstanding if the holders of such series are entitled, either
            separately or together with the holders of one or more other such
            series, to vote thereon pursuant to this Restated Certificate of
            Incorporation. There shall be no cumulative voting.
 
      (b)   The number of authorized shares of Class A Common Stock may be
            increased or decreased (but not below the number of shares thereof
            then outstanding) by the affirmative vote of the holders of a
            majority of the voting power of the capital stock of the Corporation
            entitled to vote thereon, voting together as a single class,
            irrespective of the provisions of Section 242(b)(2) of the General
            Corporation Law of Delaware.
 
      (c)   In addition to any other vote required by law or by this Restated
            Certificate of Incorporation, until the first to occur of (i) the
            first date that El.En. beneficially owns (as defined herein) less
            than less than 20% of the aggregate number of shares of Class A
            Common Stock and Class B Common stock outstanding, (ii) the first
            date that El.En. beneficially owns less than 50% of the number of
            shares of Class B Common Stock outstanding, or (iii) the date that
            all outstanding shares of Class B Common Stock are converted into
            shares of Class A Common Stock in accordance with Article FOURTH,
            Section A.5(c) of this Restated Certificate of Incorporation (such
            earliest date referred to as the "Operative Date" for purposes of
            this Restated Certificate of Incorporation), the prior affirmative
            vote of the holders of a majority of the outstanding shares of the
            Class B Common Stock, voting separately as a class, shall be
            required to authorize the Corporation to alter, amend, terminate or
            repeal, or adopt any provision inconsistent with, in each case
            whether directly or indirectly, or by amendment, merger,
            consolidation or otherwise, Article FOURTH (other than an increase
            or decrease of the number of
 
 
                                      -2-
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            authorized shares of Class A Common Stock, which shall require only
            the authorization set forth in Section A.2(b) above) or Article
            NINTH of this Restated Certificate of Incorporation.
 
      (d)   In addition to any other vote required by law or by this Restated
            Certificate of Incorporation, until the Operative Date, the prior
            affirmative vote of the holders of a majority of the outstanding
            shares of the Class A Common Stock which are not beneficially owned
            by any person or entity that beneficially owns 50% or more of the
            shares of Class B Common Stock outstanding, voting separately as a
            class, shall be required to authorize the Corporation to alter,
            amend, terminate or repeal, or adopt any provision inconsistent
            with, in each case whether directly or indirectly, by amendment,
            merger, consolidation or otherwise, the powers, preferences, rights
            or other terms of the Class A Common Stock or the Class B Common
            Stock in a manner that affects the Class A Common Stock adversely
            but does not similarly so affect the Class B Common Stock or that
            affects the Class A Common Stock differently than the effect on the
            Class B Common Stock.
 
      3. Dividends. Subject to the preferences applicable to any series of
Preferred Stock, if any, outstanding at any time, the holders of Class A Common
Stock and the holders of Class B Common Stock shall be entitled to share
equally, on a per share basis, in such dividends and other distributions of
cash, property or shares of stock of the Corporation as may be declared by the
Board of Directors from time to time with respect to the Common Stock out of
assets or funds of the Corporation legally available therefor. In furtherance of
the preceding sentence, in the event that such dividend is paid in the form of
shares of Common Stock or rights to acquire Common Stock, the holders of Class A
Common Stock and the holders of Class B Common Stock shall receive Class A
Common Stock or rights to acquire Class A Common Stock, as the case may be
(except as provided in the next sentence). In no event shall the Corporation
declare or pay dividends in the form of shares of Class B Common Stock except
for the issuance of shares of Class B Common Stock in connection with a stock
split or subdivision in accordance with Section A.7 of this Article FOURTH.
 
      4. Liquidation. Upon the dissolution or liquidation of the Corporation,
whether voluntary or involuntary, the holders of Class A Common Stock and the
holders of Class B Common Stock will be entitled to receive, equally, on a per
share basis, all assets of the Corporation available for distribution to its
stockholders, subject to any preferential or other rights of any then
outstanding Preferred Stock.
 
      5. Conversion.
 
      (a)   As used in this Restated Certificate of Incorporation, the following
            terms shall have the following meanings:
 
            i.    "Class B Stockholder" shall mean a registered holder of shares
                  of Class B Common Stock at the Effective Time.
 
            ii.   "El.En." shall mean El.En. S.p.A., a corporation organized
                  under the laws of Italy, and all successors to El.En. S.p.A.
                  by way of merger,
 
 
                                      -3-
<PAGE>
                  consolidation or similar business combination or sale of all
                  or substantially all of its assets.
 
            iii.  "Transfer" shall mean any sale, assignment, transfer, lease,
                  pledge, conveyance, hypothecation or other transfer or
                  disposition of a share of Class B Common Stock, whether or not
                  for value and whether voluntary or involuntary.
 
            iv.   All references to "beneficial ownership," "beneficially owns"
                  and "beneficially owned" shall be construed as such terms are
                  defined under Section 13(d) of the Securities Exchange Act of
                  1934, as amended.
 
      (b)   Each share of Class B Common Stock shall be convertible into one
            fully paid and nonassessable share of Class A Common Stock at the
            option of the holder thereof at any time.
 
      (c)   All shares of Class B Common Stock shall automatically, without any
            further action, convert into fully paid and nonassessable shares of
            Class A Common Stock on a one for one basis upon the affirmative
            vote at a duly noticed stockholders meeting (or a duly executed
            written consent) of the holders of a majority of the shares of Class
            B Common Stock then outstanding in favor of the conversion of all of
            the shares of Class B Common Stock into shares of Class A Common
            Stock.
 
      (d)   Each share of Class B Common Stock shall automatically, without any
            further action, convert into one fully paid and nonassessable share
            of Class A Common Stock upon the Transfer by a holder of such share
            of Class B Common Stock, other than a Transfer to:
 
            i.    a pledgee of such holder of shares of Class B Common Stock
                  pursuant to a bona fide pledge of such shares as collateral
                  security for indebtedness due to the pledgee that does not
                  grant to the pledgee the power to vote or direct the vote of
                  the such shares or the power to dispose or direct the
                  disposition of such shares and that does not transfer
                  ownership of such shares; provided, however, that such shares
                  shall remain subject to this Section A.5 of Article FOURTH
                  and, in the event of foreclosure or other similar action by
                  the pledgee, such pledged shares of Class B Common Stock shall
                  automatically, without any further action, convert into shares
                  of Class A Common Stock on a one for one basis; or
 
            ii.   a nominee of such holder of shares of Class B Common Stock
                  (without any change in beneficial ownership).
 
      (e)   Each share of Class B Common Stock (i) held of record by a Class B
            Stockholder who is a natural person, (ii) held by a pledgee of such
            Class B Stockholder, or (iii) held by a nominee of such Class B
            Stockholder, shall in each case automatically, without any further
            action, convert into one fully paid and nonassessable share of Class
            A Common Stock upon the death of such Class B Stockholder.
 
 
                                      -4-
<PAGE>
      (f)   In the event of an automatic conversion of any shares of Class B
            Common Stock into shares of Class A Common Stock (A) pursuant to
            clause (d) above, such conversion shall be deemed to have been made
            at the time that the Transfer of such shares occurred, and (B)
            pursuant to this Section A.5, all rights of the holder of shares of
            Class B Common Stock arising from such holder's ownership of such
            shares of Class B Common Stock so converted shall cease,
            certificates formerly representing shares of Class B Common Stock
            will thereafter be deemed to represent a like number of shares of
            Class A Common Stock, and the person or persons in whose name or
            names the certificate or certificates representing the shares of
            Class A Common Stock are to be issued shall be treated for all
            purposes as having become the record holder or holders of shares of
            Class A Common Stock.
 
      (g)   On the first to occur of (i) the first date that El.En. beneficially
            owns less than 20% of the aggregate number of shares of Class A
            Common Stock and Class B Common Stock outstanding or (ii) the first
            date that El.En. beneficially owns less than 50% of the number of
            shares of Class B Common Stock outstanding, all shares of Class B
            Common Stock (including all shares of Class B Common Stock not owned
            by El.En.) shall automatically, without any further action, convert
            into fully paid and nonassessable shares of Class A Common Stock on
            a one for one basis.
 
      (h)   The Corporation may, from time to time, establish such policies and
            procedures relating to the conversion of the shares of Class B
            Common Stock into shares of Class A Common Stock and the general
            administration of this dual class common stock structure, including
            the issuance of separate stock certificates with respect thereto, as
            it may deem necessary or advisable (so long as such policies and
            procedures do not diminish the rights of the holders of Class B
            Common Stock hereunder), and may request that holders of shares of
            Class B Common Stock furnish affidavits or other proof to the
            Corporation as it deems necessary to verify the ownership of shares
            of Class B Common Stock, to determine whether a Transfer of shares
            of Class B Common Stock will result in a conversion to shares of
            Class A Common Stock, and to otherwise confirm that a conversion to
            shares of Class A Common Stock has not occurred. A determination by
            the Secretary of the Corporation that a Transfer of shares of Class
            B Common Stock results in a conversion to shares of Class A Common
            Stock shall be conclusive.
 
      (i)   The Corporation shall at all times reserve and keep available out of
            its authorized but unissued shares of Class A Common Stock, solely
            for the purpose of effecting the conversion of the shares of Class B
            Common Stock, such number of shares of Class A Common Stock as shall
            from time to time be sufficient to effect the conversion of all
            outstanding shares of Class B Common Stock into shares of Class A
            Common Stock.
 
      (j)   If any shares of Class B Common Stock shall be converted pursuant to
            this Section A.5 or are otherwise acquired by the Corporation, the
            shares so converted
 
 
                                      -5-
<PAGE>
            or acquired shall be retired and such shares of Class B Common Stock
            shall not be reissued.
 
      6. Mergers, Consolidation or Other Combination Transactions. In the event
that the Corporation shall enter into any consolidation, merger, combination or
other transaction in which shares of Common Stock are exchanged for or converted
into other stock or securities, or the right to receive cash or any other
property, then, and in such event, the shares of Class A Common Stock and Class
B Common Stock shall be entitled to be exchanged for or converted into the same
kind and amount of stock, securities, cash or any other property, as the case
may be, into which or for which each share of the other class of Common Stock is
exchanged or converted. Notwithstanding the foregoing provisions of this Section
A.6, but in addition to any vote of the holders of any class or series of the
stock of this Corporation required by law or by this Restated Certificate of
Incorporation, the Corporation may enter into any consolidation, merger,
combination or other transaction providing for an exchange or conversion that
differs from the terms of this Section A.6 if such consolidation, merger,
combination or other transaction is approved by the affirmative votes of a
majority of the voting power of the shares of Class A Common Stock and Class B
Common Stock outstanding, each voting as a separate class.
 
      7. Splits, Subdivisions or Combinations. If the Corporation in any manner
splits, subdivides or combines the shares of Class A Common Stock or Class B
Common Stock outstanding, the shares of the other such class of Common Stock
outstanding shall be proportionately split, subdivided or combined in the same
manner and on the same basis as the shares of the other class of Common Stock
outstanding that have been split, subdivided or combined. Notwithstanding the
foregoing provisions of this Section A.7, but in addition to any vote of the
holders of any class or series of stock of this Corporation required by law or
by this Restated Certificate of Incorporation, the Corporation may effect any
split, subdivision or combination of the shares of Class A Common Stock or Class
B Common Stock outstanding that differs from the terms of this Section A.7 if
such split, subdivision or combination is approved by the affirmative votes of a
majority of the voting power of the shares of Class A Common Stock and Class B
Common Stock outstanding, each voting as a separate class.
 
      8. Restrictions on Issuance. From and after the Effective Time, the
Corporation shall not issue or sell, by reclassification or otherwise, any
shares of Class B Common Stock or any securities (including, without limitation,
any rights, options, warrants or other securities) convertible or exercisable
into shares of Class B Common Stock to any person unless such issuance or sale
is approved by the affirmative vote of the holders of a majority of the shares
of Class B Common Stock outstanding; provided, however, that notwithstanding the
foregoing, but subject to Section A.7 of this Article FOURTH, the Corporation
may issue shares of Class B Common Stock pursuant to any stock splits,
subdivisions or combinations with respect to the Class B Common Stock without
such vote of the holders of Class B Common Stock.
 
B. PREFERRED STOCK.
 
      Preferred Stock may be issued from time to time in one or more series,
each of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation as
 
 
                                      -6-
<PAGE>
hereinafter provided. Any shares of Preferred Stock which may be redeemed,
purchased or acquired by the Corporation may be reissued except as otherwise
provided by law.
 
      Subject to any limitations prescribed by law or this Restated Certificate
of Incorporation, authority is hereby expressly granted to the Board of
Directors from time to time to issue the Preferred Stock in one or more series,
and in connection with the creation of any such series, by adopting a resolution
or resolutions providing for the issuance of the shares thereof and by filing a
certificate pursuant to the applicable law of the State of Delaware (such
certificate referred to herein as a "Preferred Stock Designation "), to
determine and fix the number of shares of such series and such voting powers,
full or limited, or no voting powers, and such designations, preferences and
relative participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, including without limitation thereof,
dividend rights, conversion rights, redemption privileges and liquidation
preferences, as shall be stated and expressed in such resolutions, all to the
full extent now or hereafter permitted by the General Corporation Law of
Delaware. Without limiting the generality of the foregoing, the resolutions
providing for issuance of any series of Preferred Stock may provide that such
series shall be superior or rank equally or be junior to any other series of the
Preferred Stock to the extent permitted by law.
 
      The number of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares then outstanding) by the
affirmative vote of the holders of a majority of the voting power of the capital
stock of the Corporation entitled to vote thereon, voting together as a single
class, irrespective of the provisions of Section 242(b)(2) of the General
Corporation Law of Delaware.
 
      FIFTH: Except as otherwise provided herein, the Corporation reserves the
right to amend, alter, change or repeal any provision contained in this Restated
Certificate of Incorporation, in the manner now or hereafter prescribed by
statute and this Restated Certificate of Incorporation, and all rights conferred
upon stockholders herein are granted subject to this reservation; provided,
however, that notwithstanding any provision of law that might otherwise permit a
lesser vote or no vote, but in addition to any vote of the holders of any class
or series of stock of this Corporation required by law, this Restated
Certificate of Incorporation may include any provision requiring for any
corporate action the vote of a larger portion of the stock or of any class or
series thereof, or of any other securities having voting power, or a larger
number of the directors, than is required by the General Corporation Law of
Delaware, and such provision requiring such greater vote shall not be altered,
amended or repealed except by such greater vote.
 
      SIXTH: In furtherance and not in limitation of the powers conferred upon
it by the laws of the State of Delaware, and subject to the terms of any series
of Preferred Stock, the Board of Directors shall have the power to adopt, amend,
alter or repeal the Corporation's By-laws. The affirmative vote of a majority of
the directors present at any regular or special meeting of the Board of
Directors at which a quorum is present shall be required to adopt, amend, alter
or repeal the Corporation's By-laws. The Corporation's By-laws also may be
adopted, amended, altered or repealed by the affirmative vote of (a) the holders
of at least 75% of the voting power of the capital stock issued and outstanding
and entitled to vote thereon, voting together as a single class, and (b) until
the Operative Date, the holders of at least a majority of the voting power of
the Class B Common Stock then outstanding, voting as a separate class, in
addition to
 
 
                                      -7-
<PAGE>
any other vote required by this Restated Certificate of Incorporation.
Notwithstanding any other provisions of this Restated Certificate of
Incorporation or the Bylaws of the Corporation, and notwithstanding the fact
that a lesser percentage may be specified by law, but in addition to any vote of
the holders of any class or series of the stock of this Corporation required by
law or by this Restated Certificate of Incorporation, the affirmative vote of
(a) the holders of at least 75% of the voting power of the capital stock issued
and outstanding and entitled to vote thereon, voting together as a single class,
and (b) until the Operative Date, the holders of at least a majority of the
voting power of the Class B Common Stock then outstanding, voting as a separate
class, shall be required to amend or repeal, or to adopt any provision
inconsistent with, this Article SIXTH, in each case whether directly or
indirectly, whether by amendment, merger, consolidation or otherwise.
 
      SEVENTH: Except to the extent that the General Corporation Law of Delaware
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability. No amendment to or repeal of this provision shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal. If the General Corporation Law of
Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of Delaware, as so amended.
 
      EIGHTH: The Corporation shall provide indemnification as follows:
 
      1. Actions, Suits and Proceedings Other than by or in the Right of the
Corporation. The Corporation shall indemnify each person who was or is a party
or threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she is or was, or has agreed to become, a director or officer of
the Corporation, or is or was serving, or has agreed to serve, at the request of
the Corporation, as a director, officer, partner, employee or trustee of, or in
a similar capacity with, another corporation, partnership, joint venture, trust
or other enterprise (including any employee benefit plan) (all such persons
being referred to hereafter as an "Indemnitee"), or by reason of any action
alleged to have been taken or omitted in such capacity or in any other capacity
while serving as a director, officer, partner, employee or trustee, against all
expenses (including attorneys' fees), liability, loss, judgments, fines, ERISA
taxes or penalties and amounts paid in settlement actually and reasonably
incurred by or on behalf of Indemnitee in connection with such action, suit or
proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a
manner which Indemnitee reasonably believed to be in, or not opposed to, the
best interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that Indemnitee did not act in good
faith and in a manner which Indemnitee reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with
 
 
                                      -8-
<PAGE>
respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.
 
      2. Actions or Suits by or in the Right of the Corporation. The Corporation
shall indemnify any Indemnitee who was or is a party to or threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that Indemnitee is or was, or has agreed to become, a director or officer
of the Corporation, or is or was serving, or has agreed to serve, at the request
of the Corporation, as a director, officer, partner, employee or trustee of, or
in a similar capacity with, another corporation, partnership, joint venture,
trust or other enterprise (including any employee benefit plan), or by reason of
any action alleged to have been taken or omitted in such capacity or in any
other capacity while serving as a director, officer, partner, employee or
trustee, against all expenses (including attorneys' fees) and, to the extent
permitted by law, amounts paid in settlement actually and reasonably incurred by
or on behalf of Indemnitee in connection with such action, suit or proceeding
and any appeal therefrom, if Indemnitee acted in good faith and in a manner
which Indemnitee reasonably believed to be in, or not opposed to, the best
interests of the Corporation, except that no indemnification shall be made under
this Section 2 in respect of any claim, issue or matter as to which Indemnitee
shall have been adjudged to be liable to the Corporation, unless, and only to
the extent, that the Court of Chancery of Delaware or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of such liability but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for such expenses
(including attorneys' fees) which the Court of Chancery of Delaware or such
other court shall deem proper.
 
      3. Indemnification for Expenses of Successful Party. Notwithstanding any
other provisions of this Article, to the extent that an Indemnitee has been
successful, on the merits or otherwise, in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article EIGHTH, or in defense
of any claim, issue or matter therein, or on appeal from any such action, suit
or proceeding, Indemnitee shall be indemnified against all expenses (including
attorneys' fees) actually and reasonably incurred by or on behalf of Indemnitee
in connection therewith.
 
      4. Notification and Defense of Claim. As a condition precedent to an
Indemnitee's right to be indemnified, such Indemnitee must notify the
Corporation in writing as soon as practicable of any action, suit, proceeding or
investigation involving such Indemnitee for which indemnity will or could be
sought. With respect to any action, suit, proceeding or investigation of which
the Corporation is so notified, the Corporation will be entitled to participate
therein at its own expense and/or to assume the defense thereof at its own
expense, with legal counsel reasonably acceptable to Indemnitee. After notice
from the Corporation to Indemnitee of its election so to assume such defense,
the Corporation shall not be liable to Indemnitee for any legal or other
expenses subsequently incurred by Indemnitee in connection with such action,
suit, proceeding or investigation, other than as provided below in this Section
4. Indemnitee shall have the right to employ his or her own counsel in
connection with such action, suit, proceeding or investigation, but the fees and
expenses of such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of Indemnitee unless
(i) the employment of counsel by Indemnitee has been authorized by the
Corporation, (ii) counsel to Indemnitee shall have reasonably concluded that
there may be a conflict of interest
 
 
 
 
                                      -9-
<PAGE>
or position on any significant issue between the Corporation and Indemnitee in
the conduct of the defense of such action, suit, proceeding or investigation or
(iii) the Corporation shall not in fact have employed counsel to assume the
defense of such action, suit, proceeding or investigation, in each of which
cases the fees and expenses of counsel for Indemnitee shall be at the expense of
the Corporation, except as otherwise expressly provided by this Article. The
Corporation shall not be entitled, without the consent of Indemnitee, to assume
the defense of any claim brought by or in the right of the Corporation or as to
which counsel for Indemnitee shall have reasonably made the conclusion provided
for in clause (ii) above. The Corporation shall not be required to indemnify
Indemnitee under this Article EIGHTH for any amounts paid in settlement of any
action, suit, proceeding or investigation effected without its written consent.
The Corporation shall not settle any action, suit, proceeding or investigation
in any manner which would impose any penalty or limitation on Indemnitee without
Indemnitee's written consent. Neither the Corporation nor Indemnitee will
unreasonably withhold or delay its consent to any proposed settlement.
 
      5. Advance of Expenses. Subject to the provisions of Section 6 of this
Article EIGHTH, in the event of any threatened or pending action, suit,
proceeding or investigation of which the Corporation receives notice under this
Article, any expenses (including attorneys' fees) incurred by or on behalf of
Indemnitee in defending an action, suit, proceeding or investigation or any
appeal therefrom shall be paid by the Corporation in advance of the final
disposition of such matter; provided, however, that if the General Corporation
Law of Delaware requires, an advancement of expenses incurred by an Indemnitee
in his or her capacity as a director or officer (and not in any other capacity
in which service was or is rendered by such Indemnitee, including, without
limitation, service to an employee benefit plan) the payment of such expenses
incurred by or on behalf of Indemnitee in advance of the final disposition of
such matter shall be made only upon receipt of an undertaking by or on behalf of
Indemnitee to repay all amounts so advanced in the event that it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that Indemnitee is not entitled to be indemnified by the
Corporation as authorized in this Article; and further provided that no such
advancement of expenses shall be made under this Article EIGHTH if it is
determined (in the manner described in Section 6) that (i) Indemnitee did not
act in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation, or (ii) with respect to any
criminal action or proceeding, Indemnitee had reasonable cause to believe his
conduct was unlawful. Such undertaking shall be accepted without reference to
the financial ability of Indemnitee to make such repayment.
 
      6. Procedure for Indemnification and Advancement. In order to obtain
indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of
this Article EIGHTH, an Indemnitee shall submit to the Corporation a written
request. Any such advancement of expenses shall be made promptly, and in any
event within 60 days after receipt by the Corporation of the written request of
Indemnitee, unless (i) the Corporation has assumed the defense pursuant to
Section 4 of this Article EIGHTH (and none of the circumstances described in
Section 4 of this Article EIGHTH that would nonetheless entitle the Indemnitee
to indemnification for the fees and expenses of separate counsel have occurred)
or (ii) the Corporation determines within such 60-day period that Indemnitee did
not meet the applicable standard of conduct set forth in Section 1, 2 or 5 of
this Article EIGHTH, as the case may be. Any such indemnification, unless
ordered by a court, shall be made with respect to requests
 
 
                                      -10-
<PAGE>
under Section 1 or 2 only as authorized in the specific case upon a
determination by the Corporation that the indemnification of Indemnitee is
proper because Indemnitee has met the applicable standard of conduct set forth
in Section 1 or 2, as the case may be. Such determination shall be made in each
instance (a) by a majority vote of the directors of the Corporation consisting
of persons who are not at that time parties to the action, suit or proceeding in
question ("disinterested directors"), whether or not a quorum, (b) by a
committee of disinterested directors designated by majority vote of
disinterested directors, whether or not a quorum, (c) if there are no
disinterested directors, or if the disinterested directors so direct, by
independent legal counsel (who may, to the extent permitted by law, be regular
legal counsel to the Corporation) in a written opinion, or (d) by the
stockholders of the Corporation.
 
      7. Remedies. The right to indemnification or advancement of expenses as
granted by this Article shall be enforceable by Indemnitee in any court of
competent jurisdiction. Neither the failure of the Corporation to have made a
determination prior to the commencement of such action that indemnification is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Corporation pursuant to Section 6
of this Article EIGHTH that Indemnitee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct. In any suit brought
by the Indemnitee to enforce a right to indemnification, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the Indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article EIGHTH or
otherwise shall be on the Corporation. Indemnitee's expenses (including
attorneys' fees) reasonably incurred in connection with successfully
establishing Indemnitee's right to indemnification, in whole or in part, in any
such proceeding shall also be indemnified by the Corporation. Notwithstanding
the foregoing, in (i) any suit brought by the Indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the Corporation to
recover an advancement of expenses) it shall be a defense that, and (ii) in any
suit brought by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the Corporation shall be entitled to recover
such expenses upon a final adjudication that, the Indemnitee has not met any
applicable standard for indemnification set forth in the General Corporation Law
of Delaware.
 
      8. Limitations. Notwithstanding anything to the contrary in this Article,
except as set forth in Section 7 of this Article EIGHTH, the Corporation shall
not indemnify an Indemnitee pursuant to this Article EIGHTH in connection with a
proceeding (or part thereof) initiated by such Indemnitee unless the initiation
thereof was approved by the Board of Directors of the Corporation.
Notwithstanding anything to the contrary in this Article EIGHTH, the Corporation
shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed
from the proceeds of insurance, and in the event the Corporation makes any
indemnification payments to an Indemnitee and such Indemnitee is subsequently
reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund
indemnification payments to the Corporation to the extent of such insurance
reimbursement.
 
      9. Subsequent Amendment. No amendment, termination or repeal of this
Article EIGHTH or of the relevant provisions of the General Corporation Law of
Delaware or any other applicable laws shall adversely affect or diminish in any
way the rights of any Indemnitee to indemnification under the provisions hereof
with respect to any action, suit, proceeding or
 
 
                                      -11-
<PAGE>
investigation arising out of or relating to any actions, transactions or facts
occurring prior to the final adoption of such amendment, termination or repeal.
 
      10. Other Rights. The indemnification and advancement of expenses provided
by this Article EIGHTH shall not be deemed exclusive of any other rights to
which an Indemnitee seeking indemnification or advancement of expenses may be
entitled under any law (common or statutory), agreement or vote of stockholders
or disinterested directors or otherwise, both as to action in Indemnitee's
official capacity and as to action in any other capacity while holding office
for the Corporation, and shall continue as to an Indemnitee who has ceased to be
a director or officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of Indemnitee. Nothing contained in this Article
EIGHTH shall be deemed to prohibit, and the Corporation is specifically
authorized to enter into, agreements with officers and directors providing
indemnification rights and procedures different from those set forth in this
Article EIGHTH. In addition, the Corporation may, to the extent authorized from
time to time by its Board of Directors, grant indemnification rights to other
employees or agents of the Corporation or other persons serving the Corporation
and such rights may be equivalent to, or greater or less than, those set forth
in this Article EIGHTH.
 
      11. Partial Indemnification. If an Indemnitee is entitled under any
provision of this Article EIGHTH to indemnification by the Corporation for some
or a portion of the expenses (including attorneys' fees), judgments, fines or
amounts paid in settlement actually and reasonably incurred by or on behalf of
Indemnitee in connection with any action, suit, proceeding or investigation and
any appeal therefrom but not, however, for the total amount thereof, the
Corporation shall nevertheless indemnify Indemnitee for the portion of such
expenses (including attorneys' fees), judgments, fines or amounts paid in
settlement to which Indemnitee is entitled.
 
      12. Insurance. The Corporation may purchase and maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan) against any expense, liability
or loss incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General Corporation Law
of Delaware.
 
      13. Savings Clause. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
Corporation, to the fullest extent permitted by any applicable portion of this
Article that shall not have been invalidated and to the fullest extent permitted
by applicable law.
 
      14. Definitions. Terms used herein and defined in Section 145(h) and
Section 145(i) of the General Corporation Law of Delaware shall have the
respective meanings assigned to such terms in such Section 145(h) and Section
145(i).
 
 
                                      -12-
<PAGE>
      NINTH: This Article NINTH is inserted for the management of the business
and for the conduct of the affairs of the Corporation.
 
      1. General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.
 
      2. Number of Directors. Subject to Section 5(b) of this Article NINTH and
to the rights of the holders of any series of Preferred Stock to elect
additional directors under specified circumstances, the number of directors of
the Corporation shall be established exclusively by the Board of Directors, and
no decrease in the number of authorized directors shall shorten the term of any
incumbent director. Election of directors need not be by written ballot, except
as and to the extent provided in the By-laws of the Corporation.
 
      3. Election of Directors. With respect to the election of directors, the
right to elect persons to the Board of Directors shall be allocated as follows:
 
      (a)   Until the Operative Date, the holders of Class B Common Stock,
            voting or acting separately as a class, shall be entitled to elect
            the smallest number of directors which shall constitute a majority
            of the authorized number of directors of the Corporation (the "Class
            B Directors" and each, individually, a "Class B Director"); and,
            other than those directors who may be elected by the holders of any
            series of Preferred Stock under specified circumstances, the holders
            of the Class A Common Stock, Class B Common Stock and any Preferred
            Stock entitled to vote thereon, voting together as a single class,
            shall be entitled to elect the remaining members of the Board of
            Directors (such remaining members, the "Classified Directors" and
            each, individually, a "Classified Director").
 
      (b)   Beginning on the Operative Date, subject to the rights of the
            holders of any series of Preferred Stock, the holders of Class A
            Common Stock shall be entitled to elect all of the directors of the
            Corporation and each director shall be a "Classified Director."
 
      (c)   Concurrently with any conversion of all of the outstanding shares of
            Class B Common Stock into shares of Class A Common Stock in
            accordance with Article FOURTH, Sections A.5(c) or A.5(g) of this
            Restated Certificate of Incorporation, the former holders of Class B
            Common Stock so converted shall cease to have the right to vote as a
            single class to elect any directors of the Corporation, but instead
            shall only have rights to elect directors that are the same as that
            of other holders of Class A Common Stock.
 
      4. Classes of Directors. The Classified Directors shall be and are divided
into three classes: Class I, Class II and Class III.
 
      5. Terms of Office.
 
      (a)   Except as otherwise set forth in this Restated Certificate of
            Incorporation, each Class B Director shall serve for a term ending
            on the date of the first annual meeting following the annual meeting
            at which such director was elected. Each
 
 
                                      -13-
<PAGE>
            Classified Director shall serve for a term ending on the date of the
            third annual meeting following the annual meeting at which such
            director was elected; provided, that each Classified Director
            initially appointed to Class I shall serve for a term expiring at
            the Corporation's annual meeting of stockholders held in 2006; each
            Classified Director initially appointed to Class II shall serve for
            a term expiring at the Corporation's annual meeting of stockholders
            held in 2007; and each Classified Director initially appointed to
            Class III shall serve for a term expiring at the Corporation's
            annual meeting of stockholders held in 2008. Notwithstanding the
            foregoing, but subject to Section 5(b) of this Article NINTH, the
            term of each Class B Director and each Classified Director shall
            continue until the election and qualification of his successor and
            be subject to his earlier death, resignation or removal.
 
      (b)   Notwithstanding any other provision of this Restated Certificate of
            Incorporation, on the Operative Date the term of each Class B
            Director shall end and the number of authorized directors serving on
            the Board of Directors shall be reduced by the number of such Class
            B Directors. Notwithstanding the foregoing, the Board of Directors
            shall retain full authority provided by Section 2 of this Article
            NINTH to increase the number of authorized directors following the
            reduction of authorized directors provided for in the previous
            sentence of this Section 5(b) of Article NINTH.
 
      6. Quorum. The greater of (a) a majority of the directors at any time in
office and (b) one-third of the number of directors fixed in accordance with
Section 2 of this Article NINTH shall constitute a quorum. If at any meeting of
the Board of Directors there shall be less than such a quorum, a majority of the
directors present may adjourn the meeting from time to time without further
notice other than announcement at the meeting, until a quorum shall be present.
 
      7. Action at Meeting. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present shall
be regarded as the act of the Board of Directors unless a greater number is
required by law or by this Restated Certificate of Incorporation.
 
      8. Removal. Subject to the rights of the holders of any series of
Preferred Stock, directors of the Corporation may be removed only for cause and
only by the affirmative vote of the holders of at least 75% of the total number
of votes entitled to be cast in the election of directors; provided, however,
that the Class B Directors may be removed at any time without cause by the
affirmative vote of the holders of at least a majority of the voting power of
the Class B Common Stock then outstanding.
 
      9. Newly Created Directorships and Vacancies.
 
      (a)   Class B Directors. Until the Operative Date, unless otherwise
            required by law or by resolution adopted by the affirmative vote of
            a majority of the Class B Directors then in office, any vacancy
            among the Class B Directors, however occurring, including a vacancy
            resulting from an enlargement of the Board of
 
 
                                      -14-
<PAGE>
            Directors, shall be filled only by a vote of a majority of the Class
            B Directors then in office, although less than a quorum or, if there
            are none, by a vote or action of the holders of Class B Common
            Stock, voting as a separate class.
 
      (b)   Classified Directors. Unless otherwise required by law or by
            resolution adopted by the affirmative vote of a majority of the
            Classified Directors then in office, any vacancy among the
            Classified Directors, however occurring, including a vacancy
            resulting from an enlargement of the Board of Directors, shall be
            filled only by a vote of a majority of the Classified Directors then
            in office, although less than a quorum or, if there are none, by a
            vote of the holders of the capital stock entitled to vote in the
            election of such Classified Directors, voting together as a single
            class, and directors so chosen shall serve for a term expiring at
            the annual meeting of stockholders at which the term of office of
            the class to which they have been chosen expires or until such
            director's successor shall have been duly elected and qualified.
 
      10. Stockholder Nominations and Introduction of Business, Etc. Advance
notice of stockholder nominations for election of directors and other business
to be brought by stockholders before a meeting of stockholders shall be given in
the manner provided by the By-laws of the Corporation.
 
      11. Amendments to Article. Notwithstanding any other provisions of this
Restated Certificate of Incorporation or the By-laws of the Corporation, and
notwithstanding the fact that a lesser percentage may be specified by law, but
in addition to any vote of the holders of any class or series of the stock of
this Corporation required by law or by this Restated Certificate of
Incorporation, the affirmative vote of (a) the holders of at least 75% of the
voting power of the capital stock issued and outstanding and entitled to vote
thereon, voting together as a single class, and (b) until the Operative Date,
the holders of at least a majority of the voting power of the Class B Common
Stock then outstanding, voting as a separate class, shall be required to amend
or repeal, or to adopt any provision inconsistent with, this Article NINTH, in
each case whether directly or indirectly, whether by amendment, merger,
consolidation or otherwise.
 
      TENTH: Except for actions taken by written consent by the holders of Class
B Common Stock consenting separately as a class, stockholders of the Corporation
may not take any action by written consent in lieu of a meeting. Notwithstanding
any other provisions of this Restated Certificate of Incorporation or the
By-laws of the Corporation, and notwithstanding the fact that a lesser
percentage may be specified by law, but in addition to any vote of the holders
of any class or series of the stock of this Corporation required by law or by
this Restated Certificate of Incorporation, the affirmative vote of (a) the
holders of at least 75% of the voting power of the capital stock issued and
outstanding and entitled to vote thereon, voting together as a single class, and
(b) until the Operative Date, the holders of at least a majority of the voting
power of the Class B Common Stock then outstanding, voting as a separate class,
shall be required to amend or repeal, or to adopt any provision inconsistent
with, this Article TENTH, in each case whether directly or indirectly, whether
by amendment, merger, consolidation or otherwise.
 
      ELEVENTH: Special meetings of stockholders for any purpose or purposes may
be called at any time only by the Board of Directors. Business transacted at any
special meeting of
 
 
                                      -15-
<PAGE>
stockholders shall be limited to matters relating to the purpose or purposes
stated in the notice of meeting. Notwithstanding any other provision of this
Restated Certificate of Incorporation or the By-laws of the Corporation, and
notwithstanding the fact that a lesser percentage may be specified by law, but
in addition to any vote of the holders of any class or series of the stock of
this Corporation required by law or by this Restated Certificate of
Incorporation, the affirmative vote of the holders of at least 75% of the voting
power of the capital stock issued and outstanding and entitled to vote thereon,
voting together as a single class, shall be required to amend or repeal, or to
adopt any provision inconsistent with, this Article ELEVENTH, in each case
whether directly or indirectly, whether by amendment, merger, consolidation or
otherwise.
 
      TWELFTH:
 
      1. Certain Acknowledgments. In recognition and anticipation of the facts
that (i) the directors, officers and/or employees of El.En. Affiliated Companies
may serve as directors of the Corporation, (ii) El.En. Affiliated Companies
engage and may continue to engage in the same or similar activities or related
lines of business as those in which Corporation Affiliated Companies, directly
or indirectly, may engage and/or other business activities that overlap with or
compete with those in which Corporation Affiliated Companies, directly or
indirectly, may engage, and (iii) Corporation Affiliated Companies may engage in
material business transactions with El.En. Affiliated Companies and that the
Corporation is expected to benefit therefrom, the provisions of this Article
TWELFTH are set forth to regulate and define the conduct of certain affairs of
the Corporation as they may involve El.En., El.En.'s officers and directors, and
the powers, rights, duties and liabilities of the Corporation and its officers,
directors and stockholders in connection therewith.
 
      2. Competition and Corporate Opportunities. Except as may be otherwise
provided in a written agreement between the Corporation and El.En., El.En.
Affiliated Companies shall have no duty to refrain from engaging directly or
indirectly in the same or similar business activities or lines of business as
Corporation Affiliated Companies. Except with respect to an Express Opportunity,
as defined in Article TWELFTH, Section 3 below, the Corporation renounces any
interest or expectancy of Corporation Affiliated Companies in, or in being
offered an opportunity to participate in, any potential transaction or matter
which may be a corporate opportunity for both El.En. Affiliated Companies and
Corporation Affiliated Companies, and therefore El.En. shall have no duty to
communicate or offer such corporate opportunity to the Corporation or any
Corporation Affiliated Companies and shall not be liable to the Corporation or
its stockholders for breach of any fiduciary duty as a stockholder of the
Corporation solely by reason of the fact that El.En. Affiliated Company pursues
or acquires such corporate opportunity for itself, directs such corporate
opportunity to another person, or does not communicate information regarding
such corporate opportunity to the Corporation.
 
      3. Allocation of Corporate Opportunities. Except as provided elsewhere in
this Section 3, the Corporation hereby renounces any interest or expectancy of
Corporation Affiliated Companies in, or in being offered an opportunity to
participate in, any potential transaction or matter which may be a corporate
opportunity for both Corporation Affiliated Companies, on the one hand, and
El.En. Affiliated Companies, on the other hand, about which a director of the
Corporation who is also a director or officer of an El.En. Affiliated Company
acquires knowledge. Notwithstanding the immediately preceding sentence, the
Corporation does not
 
 
                                      -16-
<PAGE>
renounce any interest or expectancy of Corporation Affiliated Companies in, or
in being offered an opportunity to participate in, any potential transaction or
matter which may be a corporate opportunity for both Corporation Affiliated
Companies, on the one hand, and El.En. Affiliated Companies, on the other hand,
and about which a director of the Corporation who is also a director or officer
of an El.En. Affiliated Company acquires knowledge, if such opportunity is
expressly offered to such person in writing solely in, and as a direct result
of, his or her capacity as a director of the Corporation (an "Express
Opportunity").
 
      4. Certain Matters Deemed Not Corporate Opportunities. In addition to and
notwithstanding the foregoing provisions of this Article TWELFTH, the
Corporation renounces any interest or expectancy of Corporation Affiliated
Companies in, or in being offered an opportunity to participate in, any business
opportunity that the Corporation is not financially able or contractually
permitted or legally able to undertake, or that is, from its nature, not in the
line of business of the Corporation Affiliated Companies or is of no practical
advantage to them or that is one in which Corporation Affiliated Companies have
no interest or reasonable expectancy.
 
      5. Certain Definitions. For purposes of this Article TWELFTH:
 
            "Corporation Affiliated Companies" shall mean the Corporation and
all corporations, limited liability companies, joint ventures, partnerships,
trusts, associations and other entities in which the Corporation (1)
beneficially owns, either directly or indirectly, more then 50% of (i) the total
combined voting power of all classes of voting securities, (ii) the total
combined equity interests or (iii) the capital or profit interests, in the case
of a partnership, of such entity, or (2) otherwise has the power to vote, either
directly or indirectly, sufficient securities to elect a majority of the board
of directors or similar governing body of such entity.
 
            "El.En. Affiliated Companies" shall mean El.En. and all
corporations, limited liability companies, joint ventures, partnerships, trusts,
associations and other entities in which El.En. (1) beneficially owns, either
directly or indirectly, more then 50% of (i) the total combined voting power of
all classes of voting securities, (ii) the total combined equity interests or
(iii) the capital or profit interests, in the case of a partnership, of such
entity, or (2) otherwise has the power to vote, either directly or indirectly,
sufficient securities to elect a majority of the board of directors or similar
governing body of such entity, but shall not include the Corporation or any
Corporation Affiliated Company.
 
      6. Termination. The provisions of this Article TWELFTH shall terminate,
expire and have no further force or effect after the Operative Date; provided,
however, that any such termination shall not terminate the effect of such
provisions with respect to any transaction or agreement between a Corporation
Affiliated Company thereof and an El.En. Affiliated Company that was entered
into before such time or any transaction entered into in the performance of such
agreement, whether entered into before or after such time.
 
      7. Amendment of this Article. Notwithstanding any other provisions of this
Restated Certificate of Incorporation or the By-laws of the Corporation, and
notwithstanding the fact that a lesser percentage may be specified by law, but
in addition to any vote of the holders of any class or series of the stock of
this Corporation required by law or by this Restated Certificate of
Incorporation, the affirmative vote of (a) the holders of at least a majority of
the combined
 
 
                                      -17-
<PAGE>
voting power of the Class A Common Stock and Class B Common Stock then
outstanding, voting together as a single class, and (b) until the Operative
Date, the holders of at least a majority of the voting power of the Class B
Common Stock then outstanding, voting as a separate class, shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article
TWELFTH, in each case whether directly or indirectly, whether by amendment,
merger, consolidation or otherwise. No amendment or addition to or alteration or
repeal of this Article TWELFTH shall eliminate or impair the effect of this
Article TWELFTH with respect to any transaction or agreement between a
Corporation Affiliated Company and an El.En. Affiliated Company that was entered
into before such time or any transaction entered into in the performance of such
agreement, whether entered into before or after such time.
 
      8. Deemed Notice. Any person or entity purchasing or otherwise acquiring
any interest in any shares of the Corporation shall be deemed to have notice and
to have consented to the provisions of this Article TWELFTH.
 
      9. Severability. The invalidity or unenforceability of any particular
provision, or part of any provision, of this Article TWELFTH shall not affect
the other provisions or parts hereof, and this Article TWELFTH shall be
construed in all respects as if such invalid or unenforceable provisions or
parts were omitted.
 
 
                                      -18-
<PAGE>
      IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
restates, integrates and amends the certificate of incorporation of the
Corporation, and which has been duly adopted in accordance with Sections 228,
242 and 245 of the Delaware General Corporation Law, has been executed by its
duly authorized officer this [_____] day of [_____], 2005.
 
                                    CYNOSURE, INC.
 
 
 
                                    By:
                                        -------------------------------
                                        Name:
                                        Title:  President
 
 
                                      -19-