JDA SOFTWARE, INC.

ARTICLES OF MERGER OF MANUGISTICS GROUP, INC., a Delaware corporation, INTO JDA SOFTWARE, INC., an Arizona corporation
Pursuant to the provisions of Arizona Corporation Business Act §10-1107, Manugistics Group, Inc., a Delaware corporation (the “Merging Corporation”) and JDA Software, Inc., an Arizona corporation (the “Surviving Corporation”), hereby submit the following Articles of Merger, pursuant to the Agreement and Plan of Merger attached hereto as Exhibit A. EXHIBIT A. AGREEMENT AND PLAN OF MERGER OF JDA SOFTWARE, INC., a Arizona corporation and MANUGISTICS GROUP, INC., a Delaware corporation. This Agreement and Plan of Merger dated as of December 31, 2010 (this “Agreement”) is between Manugistics Group, Inc., a Delaware corporation (“Manugistics”), and JDA Software Inc., an Arizona corporation (“JDA”). JDA and Manugistics are sometimes referred to in this Agreement as the “Constituent Corporations”. RECITALS. A. The Board of Directors of Manugistics has determined that it is advisable and in the best interests of Manugistics to merge with and into JDA upon the terms and conditions provided in this Agreement. B. The respective Boards of Directors of JDA and Manugistics have approved this Agreement and have directed that this Agreement be submitted to a vote of their respective stockholders and executed by the undersigned officers. AGREEMENT. In consideration of the mutual agreements and covenants set forth herein, JDA and Manugistics hereby agree, subject to the terms and conditions hereinafter set forth, as follows: 1. Merger 1.1 Merger. In accordance with the provisions of this Agreement, the Arizona Revised Statutes and the Delaware General Corporation Law, Manugistics shall be merged with and into JDA (the “Merger”), the separate existence of Manugistics shall cease and JDA shall be, and is sometimes referred to below as, the “Surviving Corporation,” and the name of the Surviving Corporation shall be JDA Software, Inc. 1.2 Effectiveness. The Merger shall become effective on December 31, 2010. The date and time when the Merger becomes effective is referred to in this Agreement as the “Effective Date of the Merger”. 1.3 Effect of the Merger. Upon the Effective Date of the Merger, the separate existence of Manugistics shall cease and JDA, as the Surviving Corporation, (a) shall continue to possess all of its assets, rights, powers and property as constituted immediately prior to the Effective Date of the Merger, (b) shall be subject to all actions previously taken by its and Manugistics’ Board of Directors, (c) shall succeed, without other transfer, to all of the assets, rights, powers and property of Manugistics in the manner more fully set forth in the applicable provisions of Arizona Revised Statutes and the Delaware General Corporation Law, (d) shall continue to be subject to all of the debts, liabilities and obligations of JDA as constituted immediately prior to the Effective Date of the Merger, and (d) shall succeed, without other transfer, to all of the debts, liabilities and obligations of Manugistics in the same manner as if JDA had itself incurred them, all as more fully provided under the applicable provisions of the Delaware General Corporation Law and the Arizona Revised Statutes. 2. Charter Documents, Directors and Officers 2.1 Certificate of Incorporation. The Articles of lncorporation of JDA as in effect immediately prior to the Effective Date of the Merger shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law. 2.2 Bylaws. The Bylaws of JDA as in effect immediately prior to the Effective Date of the Merger shall continue in full force and effect as the Bylaws of the Surviving Corporation until duly amended in accordance with the previsions thereof and applicable law. 2.3 Directors and Officers. The directors and officers of JDA immediately prior to the Effective Date of the Merger shall be the directors and officers of the Surviving Corporation until their successors shall have been duly elected and qualified or as otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation. 3. Manner of Conversion of Stock 3.1 Manugistics Capital Stock. Upon the Effective Date of the Merger, each one share of Manugistics capital stock issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such share or any other person, be converted into and exchanged for one (1) fully paid and nonassessable share of Common Stock of the Surviving Corporation. No fractional share interests of the Surviving Corporation shall be issued. Any fractional share interests to which a holder would otherwise be entitled shall be aggregated so that no Manugistics shareholder shall receive cash in an amount greater than the value of one (1) fall share of JDA Common Stock. 3.2 Cancellation of Certificates. After the Effective Date of the Merger, each certificate representing shares of Manugistics capital stock, if any, shall be surrendered for cancellation. 4. General 4.1 Covenants of JDA. JDA covenants and agrees that it will, on or before the Effective Date of the Merger: (a) Take such other actions as may be required by the Arizona Revised Statutes. 4.2 Further Assurances. From time to time, as and when required by JDA or by its successors or assigns, there shall be executed and delivered on behalf of Manugistics such deeds and other instruments, and there shall be taken or caused to be taken by it such further and other actions, as shall be appropriate or necessary in order to vest or perfect in or conform of record or otherwise by JDA the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers, franchises and authority of Manugistics and otherwise to carry out the purposes of this Agreement, and the officers and directors of JDA are fully authorized in the name and on behalf of Manugistics or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments. 4.3 Registered Office. The registered office of the Surviving Corporation in the State of Arizona is located at C T Corporation System, 2394 E. Camelback Road, Phoenix, AZ 85016 and C T Corporation System is the registered agent of the Surviving Corporation at such address. 4.4 Agreement. Executed copies of this Agreement will be on file at the principal place of business of the Surviving Corporation at 144 North 87th Street, Scottsdale, AZ 85260 and copies thereof will be furnished to any stockholder of either Constituent Corporation, upon request and without cost. 4.5 Governing Law; Jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Arizona, without giving effect to principles of conflicts of law. 4.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. The undersigned authorized representatives of the Constituent Corporation have executed and acknowledged this Agreement as of the date set forth above. JDA SOFTWARE, INC., an Arizona corporation, By: /s/ Hamish Brewer, Title: President, CEO & Director; MANUGISTICS GROUP, INC., a Delaware corporation, By: /s/ Michael Burnett, Title: VP, Treasurer & Director.
FIRST: The name and state of incorporation of each of the constituent corporations in the merger are as follows: Name: Manugistics Group, Inc., State of Incorporation: Delaware; TDA Software, Inc., Arizona.
SECOND: The name of the Surviving Corporation is JDA Software, Inc., an Arizona corporation, and its address is 14400 North 87th Street, Scottsdale, AZ 85260. The name of the statutory agent of the surviving corporation is C T Corporation System, 2394 E. Camelback Road, Phoenix, AZ 85016.
THIRD: The Articles of Incorporation of the Surviving Corporation will not be amended by the merger.
FOURTH: The number of shares outstanding and entitled to vote at the time of such adoption of the Merging Corporation was 1,000 shares of common stock. The number of undisputed votes cast for the merger was 1,000. The number of votes cast for the Merger was sufficient for approval.
FIFTH: The number of shares outstanding and entitled to vote at the time of such adoption of the Surviving Corporation was 1,026 shares of common stock. The number of undisputed votes cast for the merger was 1,026. The number of votes cast for the Merger was sufficient for approval.
SIXTH: The effective date of the merger shall be December 31, 2010.
IN WITNESS WHEREOF, the constituent corporations have executed these Articles of Merger as of the 31st day of December, 2010. MANUGISTICS GROUP, INC., a Delaware corporation, By: /s/ Michael Burnett, Title: Vice President, Treasurer, Director; JDA SOFTWARE, INC., an Arizona corporation, By: /s/ Hamish Brewer, Title: President, CEO & Director.
1/28, 2/4, 2/11, 2011 editions Arizona Capitol Times