SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

PALMSOURCE, INC.

The undersigned, David Nagel, hereby certifies that:

1. He is the duly elected and acting President, Chief Executive Officer and Secretary of PalmSource, Inc., a Delaware corporation.

2. The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on December 3, 2001, under the name PalmSource, Inc.

3. The Certificate of Incorporation of this corporation shall be amended and restated to read in full as follows:

ARTICLE I

The name of the Corporation is PalmSource, Inc. (the Corporation).

ARTICLE II

The address of the Corporations registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

A. The total number of shares that the Corporation shall have authority to issue is 1,000,000,000, consisting of 950,000,000 shares designated as common stock, par value $0.001 per share (the Common Stock), and 50,000,000 shares designated as preferred stock, par value $0.001 per share (the Preferred Stock).

B. The Common Stock shall consist of three classes designated as Class A Common Stock, Class B Common Stock and Class C Common Stock. The authorized number of shares of Class A Common Stock shall be 850,000,000, the authorized number of shares of Class B

Common Stock shall be 50,000,000 and the authorized number of shares of Class C Common Stock shall be 50,000,000.

C. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is 50,000,000, of which 10,000,000 shall be designated as Series A Preferred Stock. The Board of Directors is hereby authorized, subject to limitations prescribed by law and the provisions of Part C of this Article IV, by resolution to provide for the issuance of the remaining authorized shares of Preferred Stock in one or more series, and to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, privileges, preferences, and relative participating, optional or other rights, if any, of the shares of each such series and the qualifications, limitations or restrictions thereof.

The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

1. The number of shares constituting that series (including an increase or decrease in the number of shares of any such series (but not below the number of shares in any such series then outstanding)) and the distinctive designation of that series;

2. The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

3. Whether that series shall have voting rights (including multiple or fractional votes per shares) in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

4. Whether that series shall have conversion privileges, and, if so, the terms and conditions of such privileges, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

5. Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption rates;

6. Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and the amount of such sinking funds;

7. The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and

8. Any other relative rights, preferences and limitations of that series.

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