CERTIFICATE OF AMENDMENT
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
REMOTE DYNAMICS, INC .
Pursuant to the provisions of §242 of the Delaware General Corporation Law, as amended from time to time
(the “ DGCL ”), REMOTE DYNAMICS, INC., a corporation organized and existing under the laws of the
State of Delaware and formerly known as Minorplanet Systems USA, Inc. (the “ Corporation ”), hereby
certifies as follows:
1 . The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of
Delaware on January 28, 1994 under the name “HM Holding Corporation” and such instrument was amended
and eventually restated by a Restated Certificate of Incorporation filed with the Delaware Secretary of State on
June 12, 2001 (as amended, the “ Restated Certificate of Incorporation ”).
2. The Corporation filed an Amended and Restated Certificate of Incorporation with the Secretary of State of
the State of Delaware on June 30, 2004 under the name “Minorplanet Systems USA, Inc.,” which amended and
restated the Restated Certificate of Incorporation. Such Amended and Restated Certificate of Incorporation was
duly adopted pursuant to the provisions of §303 of the DGCL (as amended, the “ A&R Certificate ”).
3. This Certificate of Amendment (this “ Certificate ”) amends the A&R Certificate. This Certificate was duly
adopted pursuant to the provisions of §242 of the DGCL and shall become effective in accordance with §103 of
4. Article “IV. CAPITALIZATION” of the A&R Certificate is hereby amended by deleting the text of said
Article, and replacing it in its entirety with the following:
The aggregate number of shares of capital stock which the Corporation shall have authority to issue is
232,000,000 shares consisting of 230,000,000 shares of common stock, par value $0.01 per share (the “
Common Stock ”), and 2,000,000 shares of preferred stock, par value $0.01 per share (