CERTIFICATE OF AMENDMENT
CERTIFICATE OF INCORPORATION
HIGHWAYMASTER COMMUNICATIONS, INC.
HighwayMaster Communications, Inc., a corporation organized and existing under the General Corporation Law
of the State of Delaware,
DOES HEREBY CERTIFY
FIRST: That at a meeting of the Board of Directors of HighwayMaster Communications, Inc. (the "corporation"),
resolutions were duly adopted setting forth proposed amendments of the Certificate of Incorporation of the
corporation, declaring such amendments to be advisable and directing that such amendments be presented to the
stockholders of the corporation for consideration thereof. The resolutions setting forth the proposed amendments
are as follows:
RESOLVED, that the second sentence of Article XII of the corporation's Certificate of Incorporation be deleted
and that Article IV of the corporation's Certificate of Incorporation be amended in its entirety to read as follows:
The aggregate number of shares of capital stock which the corporation shall have authority to issue is
50,021,000, consisting of 50,000,000 shares of common stock, par value $0.01 per share (the "Common
Stock"), 1,000 shares of Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"),
and 20,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock"). The Common Stock
and the Class B Common Stock are hereinafter collectively referred to as the "Company Common Stock".
A. COMPANY COMMON STOCK
Except as otherwise expressly provided herein, all shares of Company Common Stock shall be identical and shall
entitle the holders thereof to the same rights and privileges.
(a) Subject to the rights granted to the holders of any Preferred Stock that may be outstanding, the holders of
Common Stock shall be entitled to receive dividends and distributions when and as declared by the Board of
Directors of the corporation out of funds legally available therefor.
(b) Subject to the rights of the holders of any