AMENDED AND RESTATED BY-LAWS
ZEBRA TECHNOLOGIES CORPORATION
Section 1.1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 1.2. The corporation may also have offices at such other places both within and without the State of Delaware as
the board of directors may from time to time determine or the business of the corporation may require.
Meetings of Stockholders
Section 2.1. All meetings of the stockholder for the election of directors shall be held at such place within or without the
State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and place, within or without the States of Delaware,
as shall be stated by the board of directors in its notice of the meeting.
Section 2.2. Annual meetings of stockholders shall be held on the third Tuesday in May, if not a legal holiday, or if a legal
holiday, then on the next business day following, or on such other date as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting, at which stockholders shall elect directors to hold office for the term provided
in the Certificate of Incorporation of the Corporation and conduct such other business as shall be considered.
Section 2.3. Except as otherwise required by law, written notice of the annual meeting stating the place, date and hour of
the meeting shall be given to each stockholder entitled to vote at such meeting not fewer than 10 or more than 60 days before
the date of the meeting.
Section 2.4. Nominations of persons for election to the Board of Directors and the proposal of business to be transacted
by the stockholders at an annual meeting of stockholders may be made (i) pursuant to the Corporation’s notice with respect to
such meeting, (ii) by, or at the direction of, the Board of Directors or