Exhibit 3.1
 Delaware
    
    PAGE 1The First State
 I,
JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED
ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS FILED FROM AND INCLUDING THE RESTATED CERTIFICATE OR A
MERGER WITH A RESTATED CERTIFICATE ATTACHED OF JDA SOFTWARE
GROUP, INC.  AS RECEIVED AND FILED
IN THIS OFFICE.
 THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
 RESTATED
CERTIFICATE, FILED THE EIGHTH DAY OF NOVEMBER, A.D.  2002, AT 1 OCLOCK P.M.
 CERTIFICATE
OF MERGER, FILED THE THIRTIETH DAY OF DECEMBER, A.D. 2003, AT 7:30 OCLOCK P.M.
 CERTIFICATE OF DESIGNATION, FILED THE FIFTH DAY OF JULY, A.D. 2006, AT 11:58 OCLOCK A.M.
 CERTIFICATE OF CORRECTION, FILED THE TWENTIETH DAY OF OCTOBER, A.D. 2006, AT 4:07 OCLOCK P.M.
 CERTIFICATE OF RENEWAL, FILED THE TWENTY-SECOND DAY OF JULY, A.D. 2008, AT 8 OCLOCK A.M.
 CERTIFICATE OF DESIGNATION, FILED THE FOURTEENTH DAY OF OCTOBER, A.D. 2009, AT 12:44 OCLOCK
P.M.
 CERTIFICATE OF AMENDMENT, FILED THE FOURTEENTH DAY OF JULY, A.D. 2010, AT 3:07 OCLOCK P.M.
 (SEAL)
    
    /s/ Jeffrey W. BullockJeffrey W. Bullock, Secretary of State2487680   
8100X
    
    
    AUTHENTICATION: 8113555
 100742804
    
    
    
    DATE: 07-15-10You
may verify this certificate online
at corp.delaware.gov/authver.shtml




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STATE OF DELAWARESECRETARY OF STATEDIVISION OF CORPORATIONSFILED 01:00 PM 11/08/2002020692473  2487680
 
             1




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Dividends
 Liquidation Rights
 Voting Rights
    2




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plus
  3




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Reacquired
Shares
 Liquidation,
Dissolution or Winding Up
 4




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Consolidation,
 Merger, etc
 No Redemption
 Fractional Shares
 Certain Restrictions
    5




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Ranking
 Amendment
     6




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7




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provided however
 8




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rd
 JDA SOFTWARE GROUP, INC.By:
    Hamish N. BrewerHamish N. Brewer, President ATTESTBy:
    Kristen L. MagnusonKristen L. Magnuson, Secretary 9




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State of DelawareSecretary of StateDivision of CorporationsDelivered 10:17 PM 12/30/2003FILED 07:30 PM 12/30/2003SRV 030845103 
2487680 FILE
 CERTIFICATE
OF MERGER
 OF
 JDA-E3- CORPORATION
(a Delaware corporation)
 WITH AND INTO
 JDA SOFTWARE GROUP, INC.
(a Delaware corporation)
 (DGCL) (JDA-E3)
   Name
    
    State of IncorporationJDA Software Group, Inc.
    
    DelawareJDA-E3 Corporation
    
    Delaware
 (Agreement of Merger)




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JDA SOFTWARE GROUP, INC.By:
    /s/ Hamish BrewerHamish Brewer, President andChief Executive OfficerJDA-E3 CORPORATIONBy:
    /s/ Hamish BrewerHamish Brewer, President andChief Executive Officer [Signature
Page to the Certificate of Merger]




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State of DelawareSecretary of StateDivision of CorporationsDelivered 12:07 PM 07/05/2006FILED 11:58 AM 07/05/2006SRV 060638611 
2487680 FILE
 CERTIFICATE
OF DESIGNATION
 of
 RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
 of
 SERIES B CONVERTIBLE PREFERRED STOCK
 of
 JDA
SOFTWARE GROUP, INC.
 Corporation DGC-L
 A.
    
    The Corporation has authorized 2,000,000 shares of Preferred
Stock, par value $1.00 per share,
none of which has been issuedB.
    
    Pursuant to the authority conferred upon the Board of Directors of the Corporation (the Board)
by its Third Restated Certificate of Incorporation (the Certificate of Incorporation), and
pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware,
the Board has duly adopted recitals and resolutions in accordance with the powers granted it by the
Certificate of Incorporation, which resolutions remains in full force and effect on the date
hereof, as follows:




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I.
    
    Designation of Series. The Corporation shall have a series of Preferred Stock designated as
Series B Convertible Preferred Stock (the Series B Preferred).II.
    
    Designation of Number of Shares of Series B Preferred. The number of shares constituting the
Series B Preferred shall be 50,000 shares.III.
    
    Rank of Series B Preferred. The Series B Preferred shall, with respect to dividend rights and
rights on liquidation, winding up and dissolution, rank senior to all classes of common stock of
the Corporation (including Common Stock (as hereinafter defined)) and senior to any other class of
capital stock or series of preferred stock, unless the issuance of capital stock being on parity
with or senior to the Series B Preferred shall be in compliance with this Certificate of
Designation.IV.
    
    Fixing the Rights, Preferences, Privileges and Restrictions of the Series B Preferred. The
rights, preferences, privileges and restrictions hereby granted to and imposed upon the Series B
Preferred are as follows:
  Section 1. Dividends .
  Section 2. Liquidation .
 Liquidation Events Liquidation Event Share Shares
 - 2 -




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Section 2A pro rata
 Notice Section 2C Section 2C
 Deemed Liquidation Events Section 2B Section 2 Section 2 Liquidation Payment
Amount provided
 - 3 -




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Section 2 Section 3G
 Section 3. Redemptions .
 Scheduled Redemption Section
3A
 Redemption Payments pro rata
 Upon Notice of Redemption Section 3
 Dividends After Redemption Date
 Redeemed or Otherwise Acquired Shares
 - 4 -




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Other Redemptions or Acquisitions pro rata
 Special Redemptions
 Expiration Date
   - 5 -




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Section 4. Voting Rights .
 Election of Directors Series B Director Section 4A
 Initial Appointment
 Subsequent Designation and Election Section 4A
 - 6 -




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Qualifications; Disqualification; Resignation; Termination of Term; Removal; and
Vacancies
 Qualification
 Resignation
 Termination of Term of Office
 Removal Section 4A(iii)(a)
 Vacancies Section 4A
 Committees
 Fees & Expenses
 - 7 -




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Reporting Information
 Voting Agreement Section 4A
 Other Voting Rights provided
  - 8 -




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- 9 -




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Section 5. Conversion.
 Conversion at the Holders Option
 Conversion at the Corporations Option
 Conversion Procedure
  - 10 -




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Section 5C(iv)(b)
  - 11 -




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Conversion Price Section 5 Section 5D Section 5E Section 5F Section 5G
 Subdivision or Combination of Common Stock
 Reorganization, Reclassification, Consolidation, Merger or Sale Organic Change
 - 12 -




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Section 5 Section 6
 Certain Events Section 5 provided Section
5
 Notices
  pro rata
  - 13 -




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I. No Avoidance Section 5
 Section 6. Purchase Rights .
 Purchase Right
 Section 7. Events of Noncompliance .
 Definition Event of Noncompliance
      - 14 -




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Consequences of Events of Noncompliance
 Section 7A(v) Section 7B(i)
 Section 7A(v)
  - 15 -




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Section 8. Registration of Transfer .
  Section 9. Replacement .
 provided
 Section 10. Amendment and Waiver .
 Sections 1 12 provided provided further
 - 16 -




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Section 11. Notices .
  Section 12. Definitions .
 Affiliate
 Cash Redemption Price sum plus
 Change
in Ownership
 Closing
 - 17 -




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Common Stock
 Common Stock Deemed Outstanding Sections 5C(i) 5C(ii)
 Conversion Stock provided
 Convertible Securities
 Disclosure Schedules
 Event
of Noncompliance Section 7A
 Fair Market Value
 Fundamental Change
 - 18 -




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Funded Debt provided
 GAAP
 Investments
 Junior Securities Section 2C
 Liquidation Event Section 2A
 - 19 -




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Liquidation Payment Amount Section 2C
 Liquidation Value
 Majority
Holders
 Market Price
 Marketable Securities
 Material Adverse Effect
 Options
 - 20 -




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Organic Change Section 5F
 Permitted Stock Plans
 Person
 Public Offering
 Purchase Agreement
 Purchase Rights Section 6
 Redemption Date provided
 Registration Rights Agreement
 Scheduled Demand Redemption Date Section 3A
 SEC Reports
 Senior Debt
 - 21 -




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Section 4B
 Series B Director Section 4A
 Series B Preferred Section 1A
 Share Section lA
 Subsidiary
 Thoma
Cressey
 Transaction Documents
 Underlying Common Stock
 - 22 -




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Wholly-Owned Subsidiary
   - 23 -




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JDA SOFTWARE GROUP, INC.By:
    /s/ Hamish BrewerHamish BrewerIts: President and Chief Executive Officer




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State of DelawareSecretary of StateDivision of CorporationsDelivered 04:07 PM 10/20/2006FILED 04:07 PM 10/20/2006SRV 060966615  2487680 FILE
 CERTIFICATE OF CORRECTION FIELD
TO CORRECT A CERTAIN ERROR IN THE
CERTIFICATE OF DESIGNATION OF
JDA SOFTWARE GROUP, INC.
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON JULY 5, 2006
 Corporation
   Certificate
    Liquidation Events Liquidation Event Share Shares Section 2A pro
rata
 Cash Redemption Price Definitions
 Cash Redemption Price




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/s/ Hamish BrewerHamish Brewer, President andChief Executive Officer 2




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State of DelawareSecretary of StateDivision of CorporationsDelivered 08:00 AM 07/22/2008FILED 08:00 AM 07/22/2008SRV 080809158  2487680 FILE
 STATE OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER
  1.
    
    The name of this corporation is JDA Software Group, Inc.2.
    
    Its registered office in the State of Delaware is located at Corporation Trust
Center, 1209 Orange (street), City of Wilmington
Zip Code 19801 County of New Castle the name of its registered agent
is  The Corporation Trust Company3.
    
    The date of filing of the original Certificate of
Incorporation in Delaware was March 14, 1995.4.
    
    The date when restoration, renewal, and revival of the charter of this company is to commence
is the 29th day of February, 2008, same being prior to the date of the expiration of the charter.
This renewal and revival of the charter of this corporation is to be perpetual.5.
    
    This corporation was duly organized and carried on the business authorized
by its charter until the 1st day of March A.D. 2008,
at which time its charter became inoperative and void for non-payment of taxes and this certificate
for renewal and revival is filed by authority of the duly elected directors of the corporation in
accordance with the laws of the State of Delaware.
 IN TESTIMONY WHEREOF,
 By:
    /s/ Hamish BrewerAuthorized OfficerName:
    Hamish BrewerPrint or TypeTitle:
    President and CEO




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CERTIFICATE OF ELIMINATION
 OF
 SERIES B CONVERTIBLE
PREFERRED STOCK
 OF
 JDA SOFTWARE GROUP, INC.
  Company
 FIRST Preferred Stock
 SECOND
 RESOLVED, Authorized Officers
 THIRD
 State of DelawareSecretary of StateDivision of CorporationsDelivered 01:02 PM 10/14/2009FILED 12:44 PM 10/14/2009SRV 090934191  2487680 FILE
 1




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th
 JDA SOFTWARE GROUP, INC./s/ G. Michael BridgeG. Michael Bridge, Senior Vice President andGeneral Counsel




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State of DelawareSecretary of StateDivision of CorporationsDelivered 03:19 PM 07/14/2010FILED 03:07 PM 07/14/2010SRV 100741434  2487680 FILE
 CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF JDA SOFTWARE GROUP, INC.,
a Delaware corporation
      JDA SOFTWARE GROUP, INC./s/ Hamish N. BrewerHamish N. Brewer, President