Exhibit G-2

BY-LAWS OF

360 TRADING NETWORKS INC.

(A Delaware Corporation)

ARTICLE I

Purpose and Offices

SECTION 1. Purpose. The purposes of the Corporation shall be to (i) operate a 

swap execution facility in accordance with the Commodity Exchange Act of 1974, as amended 

(the “CEA”) and the rules and regulations promulgated by the Commodity Futures Trading 

Commission (the “CFTC”) thereunder, (ii) engage in any and all activities necessary, desirable or 

incidental to the accomplishment of the foregoing and (iii) engage in any other lawful act or 

activity for which corporations may be organized under the laws of the state of Delaware as 

determined by the Board of Directors. Notwithstanding the foregoing, the Board of Directors 

shall not have the power to change the type of business being conducted by the Corporation 

without the prior written consent of 360 Treasury Systems AG.

SECTION 2. Registered Office. The registered office of the Corporation within 

the State of Delaware shall be in the City of Dover, County of Kent.

SECTION 3. Other Offices. The Corporation may also have an office or offices 

other than said registered office at such place or places, either within or without the State of 

Delaware, as the Board of Directors shall from time to time determine or the business of the 

Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 1. Place of Meetings. All meetings of the stockholders for the election 

of directors or for any other purpose shall be held at any such place, either within or without the 

State of Delaware, as shall be designated from time to time by the Board of Directors and stated 

in the notice of meeting or in a duly executed waiver thereof.

SECTION 2. Annual Meeting. The annual meeting of stockholders shall be held 

at such date and time as shall be designated from time to time by the Board of Directors and 

stated in the notice of meeting or in a duly executed waiver thereof. At such annual meeting, the 

stockholders shall elect, by a plurality vote, a Board of Directors and transact such other business 

as may properly be brought before the meeting.

SECTION 3. Special Meetings. Special meetings of stockholders, unless 

otherwise prescribed by statute, may be called at any time by the Board of Directors or the 

Chairman of the Board. Such request shall state the purpose of the proposed meeting.
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SECTION 4. Notice of Meetings. Except as otherwise expressly required by 

statute, written notice of each annual and special meeting of stockholders stating the date, place 

and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which 

the meeting is called, shall be given to each stockholder of record entitled to vote thereat not less 

than ten nor more than sixty days before the date of the meeting. Business transacted at any 

special meeting of stockholders shall be limited to the purposes stated in the notice. Notice shall 

be given personally by facsimile or by mail and, if by mail, shall be sent in a postage prepaid 

envelope, addressed to the stockholder at his address as it appears on the records of the 

Corporation. Notice by mail shall be deemed given at the time when the same shall be deposited 

in the United States mail, postage prepaid. Notice of any meeting shall not be required to be 

given to any person who attends such meeting, except when such person attends the meeting in 

person or by proxy for the express purpose of objecting, at the beginning of the meeting, to the 

transaction of any business because the meeting is not lawfully called or convened, or who, 

either before or after the meeting, shall submit a signed written waiver of notice, in person or by 

proxy. Neither the business to be transacted at, nor the purpose of, an annual or special meeting 

of stockholders need be specified in any written waiver of notice,

SECTION 5. List of Stockholders. The officer who has charge of the stock 

ledger of the Corporation shall prepare and make, at least ten (10) days before each meeting of 

stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in 

alphabetical order, showing the address of and the number of shares registered in the name of 

each stockholder. Such list shall be open to the examination of any stockholder, for any purpose 

germane to the meeting, during ordinary business hours, for a period of at least ten (10) days 

prior to the meeting, either at a place within the city, town or village where the meeting is to be 

held, which place shall be specified in the notice of meeting, or, if not specified, at the place 

where the meeting is to be held. The list shall be produced and kept at the time and place of the 

meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 6. Quorum, Adjournments. The holders of a majority of the voting 

power of the issued and outstanding stock of the Corporation entitled to vote thereat, present in 

person or represented by proxy, shall constitute a quorum for the transaction of business at all 

meetings of stockholders, except as otherwise provided by statute or by the Certificate of 

Incorporation. If, however, such quorum shall not be present or represented by proxy at any 

meeting of stockholders, the stockholders entitled to vote thereat, present in person or 

represented by proxy, shall have the power to adjourn the meeting from time to time, without 

notice other than announcement at the meeting, until a quorum shall be present or represented by 

proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, 

any business may be transacted which might have been transacted at the meeting as originally 

called. If the adjournment is for more than thirty days, or, if after adjournment a new record date 

is set, a notice of the adjourned meeting shall be given to each stockholder of record entitled to 

vote at the meeting.

SECTION 7. Organization. At each meeting of stockholders, the Chairman of 

the Board, if one shall have been elected, or, in his absence or if one shall not have been elected, 

the Chief Executive Officer, the Chief Executive Officer or the President shall act as chairman of 

the meeting. The Secretary or, in his absence or inability to act, the person whom the chairman 
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of the meeting shall appoint secretary of the meeting shall act as secretary of the meeting and 

keep the minutes thereof.

SECTION 8. Order of Business. The order of business at all meetings of the 

stockholders shall be as determined by the chairman of the meeting.

SECTION 9. Voting. Except as otherwise provided by statute or the Certificate 

of Incorporation, each stockholder of the Corporation shall be entitled at each meeting of 

stockholders to one vote for each share of capital stock of the Corporation standing in his name 

on the record of stockholders of the Corporation:

(a) on the date fixed pursuant to the provisions of Section 7 of Article V of these ByLaws as the record date for the determination of the stockholders who shall be entitled to notice 

of and to vote at such meeting; or

(b) if no such record date shall have been so fixed, then at the close of business on the 

day next preceding the day on which notice thereof shall be given, or, if notice is waived, at the 

close of business on the date next preceding the day on which the meeting is held.

Each stockholder entitled to vote at any meeting of stockholders may authorize another person or 

persons to act for him by a proxy signed by such stockholder or his attorney-in-fact, but no proxy 

shall be voted after three years from its date, unless the proxy provides for a longer period. Any 

such proxy shall be delivered to the secretary of the meeting at or prior to the time designated in 

the order of business for so delivering such proxies. When a quorum is present at any meeting, 

the vote of the holders of a majority of the voting power of the stock of the Corporation present 

in person or represented by proxy and voting shall decide any question brought before such 

meeting, unless the question is one upon which by express provision of statute or of the 

Certificate of Incorporation or of these By-Laws, a different vote is required, in which case such 

express provision shall govern and control the decision of such question. Unless required by 

statute, or determined by the chairman of the meeting to be advisable, the vote on any question 

need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, 

or by his proxy, if there by such proxy, and shall state the number of shares voted.

SECTION 10. Inspectors. The Board of Directors may, in advance of any 

meeting of stockholders, appoint one or more inspectors to act at such meeting or any 

adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the 

chairman of the meeting shall, or if inspectors shall not have been appointed, the chairman of the 

meeting may, appoint one or more inspectors. Each inspector, before entering upon the 

discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at 

such meeting with strict impartiality and according to the best of his ability. The inspectors shall 

determine the number of shares of capital stock of the Corporation outstanding and the voting 

power of each, the number of shares represented at the meeting, the existence of a quorum, the 

validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all 

challenges and questions arising in connection with the right to vote, count and tabulate all votes, 

ballots or consents, determine the results, and do such acts as are proper to conduct the election 

or vote with fairness to all stockholders. On request of the chairman of the meeting, the 

inspectors shall make a report in writing of any challenge, request or matter determined by them 
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and shall execute a certificate of any fact found by them. No director or candidate for the office 

of director shall act as an inspector of an election of directors. Inspectors need not be 

stockholders.

SECTION 11. Action by Consent. Whenever the vote of stockholders at a 

meeting thereof is required or permitted to be taken for or in connection with any corporate 

action, by any provision of statute or of the Certificate of Incorporation or of these By-Laws, the 

meeting and vote of stockholders may be dispensed with, and the action taken without such 

meeting and vote, if a consent in writing, setting forth the action so taken, shall be signed by the 

holders of outstanding stock having not less than the minimum number of votes that would be 

necessary to authorize or take such action at a meeting at which all shares of stock of the 

Corporation entitled to vote thereon were present and voted.

ARTICLE III

Board of Directors

SECTION 1. General Powers. The business and affairs of the Corporation shall 

be managed by or under the direction of the Board of Directors. The Board of Directors may 

exercise all such authority and powers of the Corporation and do all such lawful acts and things 

as are not by statute or the Certificate of Incorporation directed or required to be exercised or 

done by the stockholders.

SECTION 2. Number, Qualifications, Election and Term of Office. The number 

of directors constituting the initial Board of Directors shall be no less than two and no more than 

four. Thereafter, the number of directors may be fixed, from time to time, by the affirmative vote 

of a majority of the entire Board of Directors or by action of the stockholders of the Corporation. 

Any decrease in the number of directors shall be effective at the time of the next succeeding 

annual meeting of stockholders unless there shall be vacancies in the Board of Directors, in 

which case such decrease may become effective at any time prior to the next succeeding annual 

meeting to the extent of the number of such vacancies. Directors need not be stockholders. 

Except as otherwise provided by statute or these By-Laws, the directors (other than members of 

the initial Board of Directors) shall be elected at the annual meeting of stockholders. Each 

director shall hold office until his successor shall have been elected and qualified, or until his 

death, or until he shall have resigned, or have been removed, as hereinafter provided in these 

By-Laws.

SECTION 3. Composition of the Board of Directors. At all times following the 

appropriate compliance date of CFTC regulations applicable to the Company’s governance, the 

members of the Board shall include no fewer than the minimum number or percentage of “Public 

Directors” required by such CFTC regulations. 

SECTION 4. Place of Meetings. Meetings of the Board of Directors shall be 

held at such place or places, within or without the State of Delaware, as the Board of Directors 

may from time to time determine or as shall be specified in the notice of any such meeting.
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SECTION 5. Annual Meeting. The Board of Directors shall meet for the purpose 

of organization, the election of officers and the transaction of other business, as soon as 

practicable after each annual meeting of stockholders, on the same day and at the same place 

where such annual meeting shall be held. Notice of such meeting need not be given. In the 

event such annual meeting is not so held, the annual meeting of the Board of Directors may be 

held at such other time or place (within or without the State of Delaware) as shall be specified in 

a notice thereof given as hereinafter provided in Section 7 of this Article III.

SECTION 6. Regular Meetings. Regular meetings of the Board of Directors 

shall be held at such time and place as the Board of Directors may fix. If any day fixed for a 

regular meeting shall be a legal holiday at the place where the meeting is to be held, then the 

meeting which would otherwise be held on that day shall be held at the same hour on the next 

succeeding business day. Notice of regular meetings of the Board of Directors need not be given 

except as otherwise required by statute or these By-Laws,

SECTION 7. Special Meetings. Special meetings of the Board of Directors may 

be called by the Chairman of the Board, if one shall have been elected, or by two or more 

directors of the Corporation or by the Chief Executive Officer or the President.

SECTION 8. Notice of Meetings. Notice of each special meeting of the Board of 

Directors (and of each regular and annual meeting of the Board of Directors for which notice 

shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in 

which notice shall be stated the time and place of the meeting. Except as otherwise required by 

these By-Laws, such notice need not state the purposes of such meeting. Notice of each such 

meeting shall be mailed, postage prepaid, to each director, addressed to him at his residence or 

usual place of business, by first class mail, at least two (2) days before the day on which such 

meeting is to be held, or shall be sent addressed to him at such place by telegraph, cable, telex, 

facsimile, e-mail or other similar means, or be delivered to him personally or be given to him by 

telephone or other similar means, at least four (4) hours before the time at which such meeting is 

to be held. Notice of any such meeting need not be given to any director who shall, either before 

or after the meeting, submit a signed waiver of notice or who shall attend such meeting, except 

when he shall attend for the express purpose of objecting, at the beginning of the meeting, to the 

transaction of any business because the meeting is not lawfully called or convened.

SECTION 9. Quorum and Manner of Acting. A majority of the entire Board of 

Directors shall constitute a quorum for the transaction of business at any meeting of the Board of 

Directors, and, except as otherwise expressly required by statute or the Certificate of 

Incorporation or these By-Laws, the act of a majority of the directors present at any meeting at 

which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum 

at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn 

such meeting to another time and place. Notice of the time and place of any such adjourned 

meeting shall be given to all of the directors unless such time and place were announced at the 

meeting at which the adjournment was taken, in which case such notice shall only be given to the 

directors who were not present thereat. At any adjourned meeting at which a quorum is present, 

any business may be transacted which might have been transacted at the meeting as originally 

called. The directors shall act only as a Board and the individual directors shall have no power 

as such.
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SECTION 10. Organization. At each meeting of the Board of Directors, the 

Chairman of the Board, if one shall have been elected, or, in the absence of the Chairman of the 

Board or if one shall not have been elected, the Chief Executive Officer or the President (or, in 

his absence, another director chosen by a majority of the directors present) shall act as chairman 

of the meeting and preside thereat. The Secretary or, in his absence, any person appointed by the 

chairman shall act as secretary of the meeting and keep the minutes thereof.

SECTION 11. Resignations. Any director of the Corporation may resign at any 

time by giving written notice of his resignation to the Corporation. Any such resignation shall 

take effect at the time specified therein or, if the time when it shall become effective shall not be 

specified therein, immediately upon its receipt. Unless otherwise specified therein, the 

acceptance of such resignation shall not be necessary to make it effective.

SECTION 12. Vacancies. Any vacancy in the Board of Directors, whether 

arising from death, resignation, removal (with or without cause), an increase in the number of 

directors or any other cause, may be filled by the vote of a majority of the directors then in 

office, though less than a quorum, or by the sole remaining director or by the stockholders at the 

next annual meeting thereof or at a special meeting thereof Each director so elected shall hold 

office until his successor shall have been elected and qualified.

SECTION 13. Removal of Directors. Any director may be removed, either with 

or without cause, at any time, by the holders of a majority of the voting power of the issued and 

outstanding capital stock of the Corporation entitled to vote at an election of directors.

SECTION 14. Compensation. The Board of Directors shall have authority to fix 

the compensation, including fees and reimbursement of expenses, of directors for services to the 

Corporation in any capacity.

SECTION 15. Committees.

(a) The Board of Directors may, by resolution passed by a majority of the entire Board of 

Directors, designate one or more committees, including an executive committee, each committee 

to consist of one or more of the directors of the Corporation. The Board of Directors may 

designate one or more directors as alternate members of any committee, who may replace any 

absent or disqualified member at any meeting of the committee. In addition, in the absence or 

disqualification of a member of a committee, the member or members thereof present at any 

meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by 

majority vote appoint another member of the Board of Directors to act at the meeting in the place 

of any such absent or disqualified member. 

(b) Except to the extent restricted by the Certificate of Incorporation, each such 

committee, to the extent provided in the resolution creating it, shall have and may exercise all the 

powers and authority of the Board of Directors and may authorize the seal of the Corporation to 

be affixed to all papers which require it. Each such committee shall serve at the pleasure of the 

Board of Directors and have such name as may be determined from time to time by resolution 

adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings 

and report the same to the Board of Directors.
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SECTION 16. Action by Consent. Unless restricted by the Certificate of 

Incorporation, any action required or permitted to be taken by the Board of Directors or any 

committee thereof may be taken without a meeting if all members of the Board of Directors or 

such committee, as the case may be, consent thereto in writing, and the writing or writings are 

filed with the minutes of the proceedings of the Board of Directors or such committee, as the 

case may be.

SECTION 17. Telephonic Meeting. Unless restricted by the Certificate of 

incorporation, any one or more members of the Board of Directors or any committee thereof may 

participate in a meeting of the Board of Directors or such committee by means of a conference 

telephone or similar communications equipment by means of which all persons participating in 

the meeting can hear each other. Participation by such means shall constitute presence in person 

at a meeting.

ARTICLE IV

Officers

SECTION 1. Number and Qualifications. The officers of the Corporation shall 

be elected by the Board of Directors and shall include the Chief Executive Officer or the 

President, one or more Vice-Presidents, the Secretary and the Treasurer. If the Board of 

Directors wishes, it may also elect as an officer of the Corporation a Chairman of the Board and 

may elect other officers (including one or more Assistant Treasurers and one or more Assistant 

Secretaries) as may be necessary or desirable for the business of the Corporation. Any two or 

more offices may be held by the same person, and no officer except the Chairman of the Board 

need be a director. Each officer shall hold office until his successor shall have been duly elected 

and shall have qualified, or until his death, or until he shall have resigned or have been removed, 

as hereinafter provided in these By-Laws.

SECTION 2. Limitations on Officers’ Rights, Duties and Powers. 

Notwithstanding any grant of authority pursuant to any provision of the Act or any other 

provision of this Agreement, any decision with respect to any of the following transactions shall 

require the prior approval of the Board of Directors:

(a) Except as set forth in a business plan or budget approved by all Board of Directors, 

entering into a new line of business or change the business of the Company and its subsidiaries 

as conducted or proposed to be conducted, or not directly related to such business;

(b) Any purchase, sale or transfer of an interest in any subsidiary or affiliated company.

(c) Any transfer of any material asset of Company or any of its subsidiaries to any third 

party (except for sales of inventory of the Company or its subsidiaries from time to time in the 

ordinary course of business), including but not limited to trademarks, service marks, processes, 

patents or any other intellectual property of the Company;

(d) Except as set forth in a business plan or budget approved by the Board of Directors, 

any purchase, investment or pledge of any real estate as well as any real property lease or 
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sublease or any lease for any personal property with a fair market value of more than $3,000.00 

per month;

(e) Entering into any kind contract or obligation for purchase or investment resulting in 

an obligation of the Company for duration of more than two years;

(f) Except as set forth in a business plan or budget approved by all Board of Directors, 

the granting, making or incurrence of any indebtedness, loans or guarantees by the Company in a 

single or a series of related transactions exceeding $10,000 with any one party or group of 

related parties;

(g) Any transaction with a party which is related to any director, officer or member of any 

party which is Affiliated with any such person or which would permit the Company’s or its 

subsidiaries’ funds to be commingled with the funds of any other Person;

(h) Any business plan or budget, which shall be binding on the officers of the Company 

and its subsidiaries;

(i) Equity investment in companies, purchase of stocks or bonds, trading of securities,

derivatives and commodities of any kind;

(j) Any change, modification or amendment of any material agreement, contract, 

understanding or commitment of the Company or any of its subsidiaries; except contract 

regarding the sale or purchase of merchandise;

(k) The commencement or settlement of any litigation or confessing of a judgment 

against the Company or any of its subsidiaries in excess of $50,000;

(l) The hiring or firing of any executive officers of the Company;

(m) Except as set forth in a business plan or budget approved by the Board of Directors, 

any capital expenditure greater than $10,000.00 in the aggregate per fiscal year;

(n) The adoption, amendment or modification of any insurance, hospitalization, bonus, 

profit-sharing, pension, equity purchase, equity option or benefit plan for employees or 

consultants of the Company or its subsidiaries;

(o) Any amendment, restatement, or revocation of the Certificate of Formation or bylaws or similar documents of the Company;

(p) The issuance of any securities or the grant of any options, warrants or other rights to 

purchase securities of the Company; the redemption or repurchase of any securities issued by the 

Company (or options, rights, warrants or other securities convertible into, exercisable for or 

exchangeable for such subsidiaries);

(q) The declaration or making of any distributions payable in cash or other property with 

respect to any equity securities of the Company (other than to the Company or any subsidiary of 

the Company);
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(r) Any merger consolidation or the Company with or into any other person;

(s) The dissolution, liquidation, or winding up of the Company or any agreement to 

become so obligated;

(t) The listing or quotation of securities issued by the Company on any stock market or 

quotation review;

(u) Hiring of personnel with an income in excess of $60,000 annual gross salary;

(v) The opening or closing of any bank account of the Company;

(w) The promise of any kind of remuneration or commission based on the profit of the 

Company; and

(x) The entering into any agreement, contract, understanding or commitment which in a 

single or a series of related transactions could be material to the existence of the Company.

SECTION 3. Resignations. Any officer of the Corporation may resign at any 

time by giving written notice of his resignation to the Corporation. Any such resignation shall 

take effect at the time specified therein or, if the time when it shall become effective shall not be 

specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance 

of any such resignation shall not be necessary to make it effective.

SECTION 4. Removal. Any officer of the Corporation may be removed, either 

with or without cause, at any time, by the Board of Directors at any meeting thereof.

SECTION 5. Chairman of the Board. The Chairman of the Board, if one shall 

have been elected, shall be a member of the Board, an officer of the Corporation and, if present, 

shall preside at each meeting of the Board of Directors or the stockholders. He shall advise and 

counsel with the Chief Executive Officer or the President, and in their absence with other 

executives of the Corporation, and shall perform such other duties as may from time to time be 

assigned to him by the Board of Directors.

SECTION 6. The Chief Executive Officer. The Chief Executive Officer shall be 

the chief executive officer of the Corporation. He shall, in the absence of the Chairman of the 

Board or if a Chairman of the Board shall not have been elected, preside at each meeting of the 

Board of Directors or the stockholders. He shall perform all duties incident to the office of chief 

executive officer, and have authority over the business and affairs of the Corporation and over its 

officers, agents and employees, subject to the control and direction of the Board of Directors, and 

shall have such other duties as may from time to time be assigned to him by the Board of 

Directors.

SECTION 7. The President. The President shall be the chief operating officer of 

the Corporation. He shall perform all duties incident to the office of President, and be 

responsible for the general direction of the operations of the business, reporting to the Chief 

Executive Officer, and shall have such other duties as may from time to time be assigned to him 

by the Board of Directors. At the request of the Chief Executive Officer, or in his absence or in 
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the event of his inability to act or his failure to act (in violation of a duty to act or in 

contravention of direction to act by the Board of Directors), the President shall perform the 

duties of the Chief Executive Officer, and, when so acting, shall have the powers of and be 

subject to the restrictions placed upon the Chief Executive Officer in respect of the performance 

of such duties.

SECTION 8. Vice-President. Each Vice-President shall perform all such duties 

as from time to time may be assigned to him by the Board of Directors, the Chief Executive 

Officer or the President. At the request of the Chief Executive Officer or the President, or in 

their absence or in the event of their inability to act or their failure to act, the Vice-President, or if 

there shall be more than one, the Vice-Presidents in the order determined by the Board of 

Directors (or if there be no such determination, then the Vice-Presidents in the order of their 

election), shall perform the duties of the Chief Executive Officer or the President, and, when so 

acting, shall have the powers of and be subject to the restrictions placed upon the Chief 

Executive Officer or the President in respect of the performance of such duties.

SECTION 9. Treasurer. The Treasurer shall

(a) have charge and custody of, and be responsible for, all the funds and securities of the 

Corporation;

(b) keep full and accurate accounts of receipts and disbursements in books belonging to 

the Corporation;

(c) deposit all moneys and other valuables to the credit of the Corporation in such 

depositaries as may be designated by the Board of Directors or pursuant to its direction;

(d) receive, and give receipts for, moneys due and payable to the Corporation from any 

source whatsoever;

(e) disburse the funds of the Corporation and supervise the investments of its funds, 

taking proper vouchers therefore;

(f) render to the Board of Directors, whenever the Board of Directors may require, an 

account of the financial condition of the Corporation; and

(g) in general, perform all duties incident to the office of Treasurer and such other duties 

as from time to time may be assigned to him by the Board of Directors.

SECTION 10. Secretary. The Secretary shall

(a) keep or cause to be kept in one or more books provided for the purpose, the minutes 

of all meetings of the Board of Directors, the committees of the Board of Directors and the 

stockholders;

(b) see that all notices are duly given in accordance with the provisions of these By-Laws 

and as required by law;
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(c) be custodian of the records and the seal of the Corporation and affix and attest the seal 

to all certificates for shares of the Corporation (unless the seal of the Corporation on such 

certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other 

documents to be executed on behalf of the Corporation under its seal;

(d) see that the books, reports, statements, certificates and other documents and records 

required by law to be kept and filed are properly kept and filed; and

(e) in general, perform all duties incident to the office of Secretary and such other duties 

as from time to time may be assigned to him by the Board of Directors.

SECTION 11. The Assistant Treasurer. The Assistant Treasurer, or if there shall 

be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or 

if there be no such determination, then in the order of their election), shall, in the absence of the 

Treasurer or in the event of his inability or failure to act, perform the duties and exercise the 

powers of the Treasurer and shall perform such other duties as from time to time may be 

assigned by the Board of Directors.

SECTION 12. The Assistant Secretary. The Assistant Secretary, or if there be 

more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if 

there be no such determination, then in the order of their election), shall, in the absence of the 

Secretary or in the event of his inability or failure to act, perform the duties and exercise the 

powers of the Secretary and shall perform such other duties as from time to time may be 

assigned by the Board of Directors.

SECTION 13. Officers’ Bonds or Other Security. If required by the Board of 

Directors, any officer of the Corporation shall give a bond or other security for the faithful 

performance of his duties, in such amount and with such surety as the Board of Directors may 

require.

SECTION 14. Compensation. The compensation of the officers of the 

Corporation for their services as such officers shall be fixed from time to time by the Board of 

Directors. An officer of the Corporation shall not be prevented from receiving compensation by 

reason of the fact that he is also a director of the Corporation.

ARTICLE V

Stock Certificates and Their Transfer

SECTION 1. Stock Certificates. The shares of the Corporation shall be 

represented by certificates, provided, however, that the Board of Directors of the Corporation 

may provide by resolution or resolutions that some, or all, of any or all classes or series of its 

stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by 

a certificate until such certificate is surrendered to the Corporation. Notwithstanding the 

adoption of such resolution by the Board of Directors, every holder of stock represented by 

certificates and upon request every holder of uncertificated shares shall be entitled to have a 

certificate signed by, or in the name of the Corporation by, the Chairman of the Board, the Chief 
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Executive Officer or the President or a Vice-President and by the Treasurer or an Assistant 

Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying number of 

shares registered in certificate form. If the Corporation shall be authorized to issue more than 

one class of stock or more than one series of any class, the designations, preferences and relative, 

participating, optional or other special rights of each class of stock or series thereof and the 

qualifications, limitations or restriction of such preferences and/or rights shall be set forth in full 

or summarized on the face or back of the certificate which the Corporation shall issue to 

represent such class or series of stock, provided that, except as otherwise provided in Section 202 

of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, 

there may be set forth on the face or back of the certificate which the Corporation shall issue to 

represent such class or series of stock, a statement that the Corporation will furnish without 

charge to each stockholder who so requests the designations, preferences and relative, 

participating, optional or other special rights of each class of stock or series thereof and the 

qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable 

time after the issuance or transfer of uncertificated stock, the Corporation shall send to the 

registered owner thereof a written notice describing the designations, preferences and relative, 

participating, optional or other special rights of each class of stock or series thereof and the 

qualifications, limitations or restrictions of such preferences and/or rights.

SECTION 2. Facsimile Signatures. Any or all of the signatures on a certificate 

may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose 

facsimile signature has been placed upon a certificate shall have ceased to be such officer, 

transfer agent or registrar before such certificate is issued, it may be issued by the Corporation 

with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

SECTION 3. Lost Certificates. The Board of Directors may direct a new

certificate or certificates to be issued in place of any certificate or certificates theretofore issued 

by the Corporation alleged to have been lost, stolen, or destroyed. When authorizing such issue 

of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition 

precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate 

or certificates, or his legal representative, to give the Corporation a bond in such sum as it may 

direct sufficient to indemnify it against any claim that may be made against the Corporation on 

account of the alleged loss, theft or destruction of any such certificate or the issuance of such 

new certificate.

SECTION 4. Transfers of Stock.

(a) Upon surrender to the Corporation or the transfer agent of the Corporation of a 

certificate for shares duly endorsed or accompanied by proper evidence of succession, 

assignment or authority to transfer, it shall be the duty of the Corporation to issue a new 

certificate to the person entitled thereto, cancel the old certificate and record the transaction upon 

its records; provided, however, that the Corporation shall be entitled to recognize and enforce 

any lawful restriction on transfer. If the shares transferred are uncertificated, the Corporation 

shall record the transaction upon its records when presented with the instructions signed by the 

transferor or its agent; provided, however, that the Corporation shall be entitled to recognize and 

enforce any lawful restriction on transfer. Whenever any transfer of stock shall be made for 

collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the 
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certificates are presented to the Corporation for transfer or uncertificated shares are requested to 

be transferred, both the transferor and the transferee request the Corporation to do so,

(b) The Company shall not register the transfer of any securities issued in reliance on 

Regulation S promulgated under the Securities Act of 1933, as amended, unless the Company 

has received such assurances as it may reasonably request that the transfer of such securities was 

made in accordance with the provisions of such Regulation S.

SECTION 5. Transfer Agents and Registrars. The Board of Directors may 

appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or 

more registrars.

SECTION 6. Regulations. The Board of Directors may make such additional 

rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning 

the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 7. Fixing the Record Date. In order that the Corporation may 

determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any 

adjournment thereof, or to express consent to corporate action in writing without a meeting, or 

entitled to receive payment of any dividend or other distribution or allotment of any rights, or 

entitled to exercise any rights in respect of any change, conversion or exchange of stock or for 

the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, 

which shall not be more than sixty (60) nor less than ten (10) days before the date of such 

meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders 

of record entitled to notice of or to vote at a meeting of stockholders shall apply to any 

adjournment of the meeting; provided, however, that the Board of Directors may fix a new 

record date for the adjourned meeting.

SECTION 8. Registered Stockholders. The Corporation shall be entitled to 

recognize the exclusive right of a person registered on its records as the owner of shares of stock 

to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and 

assessments a person registered on its records as the owner of shares of stock, and shall not be 

bound to recognize any equitable or other claim to or interest in such share or shares of stock on 

the part of any other person, whether or not it shall have express or other notice thereof, except 

as otherwise provided by the laws of Delaware.

ARTICLE VI

Indemnification of Directors and Officers

SECTION 1. General. The Corporation shall indemnify any person who was or 

is a party or is threatened to be made a party to any threatened, pending or completed action, suit 

or proceeding, whether civil, criminal, administrative or investigative (other than an action by or 

in the right of the Corporation) by reason of the fact that he is or was a director, officer, 

employee or agent of the Corporation, or is or was serving at the request of the Corporation as a 

director, officer, employee or agent of another corporation, partnership, joint venture, trust or 

other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid 
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in settlement actually and reasonably incurred by him in connection with such action, suit or 

proceeding if he acted in good faith and in a manner he reasonably believed to be in or not 

opposed to the best interests of the Corporation, and, with respect to any criminal action or 

proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of 

any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo

contendere or its equivalent, shall not, of itself, create a presumption that the person did not act 

in good faith and in a manner which he reasonably believed to be in or not opposed to the best 

interests of the Corporation, and, with respect to any criminal action or proceeding, had 

reasonable cause to believe that his conduct was unlawful.

SECTION 2. Derivative Actions. The Corporation shall indemnify any person 

who was or is a party or is threatened to be made a party to any threatened, pending or completed 

action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of 

the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was 

serving at the request of the Corporation as a director, officer, employee or agent of another 

corporation, partnership, joint venture, trust or other enterprise against expenses (including 

attorneys’ fees) actually and reasonably incurred by him in connection with the defense or 

settlement of such action or suit if he acted in good faith and in a manner he reasonably believed 

to be in or not opposed to the best interests of the Corporation, provided that no indemnification 

shall be made in respect of any claim, issue or matter as to which such person shall have been 

adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery 

of the State of Delaware or the court in which such action or suit was brought shall determine 

upon application that, despite the adjudication of liability but in view of all the circumstances of 

the case, such person is fairly and reasonably entitled to indemnity for such expenses which the 

Court of Chancery or such other court shall deem proper.

SECTION 3. Indemnification in Certain Cases. To the extent that a director, 

officer, employee or agent of the Corporation has been successful on the merits or otherwise in 

defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VI, or in 

defense of any claim, issue or matter therein, he shall be indemnified against expenses (including 

attorneys’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 4. Procedure. Any indemnification under Sections 1 and 2 of this 

Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the 

specific case upon a determination that indemnification of the director, officer, employee or 

agent is proper in the circumstances because he has met the applicable standard of conduct set 

forth in such Sections 1 and 2. Such determination shall be made (a) by the Board of Directors 

by a majority vote of a quorum consisting of directors who were not parties to such action, suit 

or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of 

disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the 

stockholders.

SECTION 5. Advances for Expenses. Expenses incurred in defending a civil or 

criminal action, suit or proceeding may be paid by the Corporation in advance of the final 

disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of 

the director, officer, employee or agent to repay such amount if it shall be ultimately determined 

that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.
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SECTION 6. Rights Not-Exclusive. The indemnification and advancement of 

expenses provided by, or granted pursuant to, the other subsections of this Article VI shall not be 

deemed exclusive of any other rights to which those seeking indemnification or advancement of 

expenses may be entitled under any law, by-law, agreement, vote of stockholders or disinterested 

directors or otherwise, both as to action in his official capacity and as to action in another 

capacity while holding such office.

SECTION 7. Insurance. The Corporation shall have power to purchase and 

maintain insurance on behalf of any person who is or was a director, officer, employee or agent 

of the Corporation, or is or was serving at the request of the Corporation as a director, officer, 

employee or agent of another corporation, partnership, joint venture, trust or other enterprise 

against any liability asserted against him and incurred by him in any such capacity, or arising out 

of his status as such, whether or not the Corporation would have the power to indemnify him 

against such liability under the provisions of this Article VI.

SECTION 8. Definition of Corporation. For the purposes of this Article VI, 

references to “the Corporation” include all constituent corporations absorbed in a consolidation 

or merger as well as the resulting or surviving corporation so that any person who is or was a 

director, officer, employee or agent of such a constituent corporation or is or was serving at the 

request of such constituent corporation as a director, officer, employee or agent of another 

corporation, partnership, joint venture, trust or other enterprise shall stand in the same position 

under the provisions of this Article VI with respect to the resulting or surviving corporation as he 

would if he had served the resulting or surviving corporation in the same capacity.

SECTION 9. Survival of Rights. The indemnification and advancement of 

expenses provided by, or granted pursuant to this Article VI shall continue as to a person who has 

ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, 

executors and administrators of such a person.

ARTICLE VII

General Provisions

SECTION 1. Dividends. Subject to the provisions of statute and the Certificate 

of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared 

by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in 

property or in shares of stock of the Corporation, unless otherwise provided by statute or the 

Certificate of Incorporation.

SECTION 2. Reserves. Before payment of any dividend, there may be set aside 

out of any funds of the Corporation available for dividends such sum or sums as the Board of 

Directors may, from time to time, in its absolute discretion, think proper as a reserve or reserves 

to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property 

of the Corporation or for such other purpose as the Board of Directors may think conducive to 

the interests of the Corporation. The Board of Directors may modify or abolish any such 

reserves in the manner in which it was created.
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SECTION 3. Seal. The seal of the Corporation shall be in such form as shall be 

approved by the Board of Directors.

SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be fixed, and 

once fixed, may thereafter be changed, by resolution of the Board of Directors.

SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders 

for the payment of money of the Corporation shall be signed, endorsed or accepted in the name 

of the Corporation by such officer, officers, person or persons as from time to time may be 

designated by the Board of Directors or by an officer or officers authorized by the Board of 

Directors to make such designation.

SECTION 6. Execution of Contracts, Deeds, Etc. The Board of Directors may 

authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation to 

enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other 

obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 7. Voting of Stock in Other Corporations. Unless otherwise provided 

by resolution of the Board of Directors, the Chairman of the Board, the Chief Executive Officer 

or the President, from time to time, may (or may appoint one or more attorneys or agents to) cast 

the votes which the Corporation may be entitled to cast as a shareholder or otherwise in any 

other corporation, any of whose shares or securities may be held by the Corporation, at meetings 

of the holders of the shares or other securities of such other corporation. In the event one or 

more attorneys or agents are appointed, the Chairman of the Board, the Chief Executive Officer 

or the President may instruct the person or persons so appointed as to the manner of casting such 

votes or giving such consent. The Chairman of the Board, the Chief Executive Officer or the 

President may, or may instruct the attorneys or agents appointed to, execute or cause to be 

executed in the name and on behalf of the Corporation and under its seal or otherwise, such 

written proxies, consents, waivers or other instruments as may be necessary or proper in the 

circumstances.

ARTICLE VIII

Amendments

These By-Laws may be amended or repealed or new by-laws adopted (a) by 

action of the stockholders entitled to vote thereon at any annual or special meeting of 

stockholders or (b) if the Certificate of Incorporation so provides, by action of the Board of 

Directors at a regular or special meeting thereof. Any by-law made by the Board of Directors 

may be amended or repealed by action of the stockholders at any annual or special meeting of 

stockholders.

# # #
Organization Action by 

Incorporator without a Meeting

* * * * *

The following action permitted to be taken at the organization meeting of the 

Incorporator of 360 TRADING NETWORKS INC., a Delaware corporation (the Corporation”), 

is hereby taken without a meeting:

1. This instrument, signed by the Incorporator of the Corporation, is hereby directed 

to be inserted in the minute book of the Corporation.

2. A copy of the Certificate of Incorporation of the Corporation filed with the 

Secretary of State of the State of Delaware on September 8, 2006, is hereby directed to be 

inserted in the minute book of the Corporation immediately preceding this instrument.

3. By-Laws in the form attached hereto are adopted as and for the By-Laws of the 

Corporation and are hereby directed to be inserted in the minute book of the Corporation 

immediately following this instrument.

4. The following person is hereby elected as director of the Corporation to hold office 

until the first annual meeting of shareholders or until their successors shall have been elected and 

shall qualify:

CARLO KOELZER DIRECTOR

IN WITNESS WHEREOF, the undersigned Incorporator has hereunto set his hand as 

of September 18, 2006.

Marcus A, Ernst, Incorporator
WRITTEN CONSENT OF 

THE BOARD OF DIRECTORS

360 TRADING NETWORKS INC.

THE UNDERSIGNED, being the sole director of 360 TRADING NETWORKS 

INC., a Delaware Corporation (the “Corporation”), acting without a meeting pursuant to section 

141(f) of the Delaware General Corporation Law, hereby adopts, by this written consent, the 

following resolutions with the same force and effect as if they had been adopted at a duly 

convened meeting of the Board and directs that this written consent be filed with the minutes of 

the proceedings of the Board:

WHEREAS, the Corporation was formed on September 8, 2006.

NOW, THEREFORE, BE IT,

RESOLVED that the following individuals be, and they hereby are, elected to the offices 

set forth below opposite their respective names, each to hold office until the first meeting of 

directors following the next annual meeting of shareholders of this Corporation or until their 

successors shall have been duly elected and qualified:

Name of Officer Title

Christoph Perger Chief Executive Officer & Treasurer

Dr. Marcus A. Ernst Secretary

RESOLVED that the fiscal year of this Corporation shall end on September 30, 2006 -

and on September 30 in each year thereafter.

RESOLVED that the form of seal impressed on the margin be, and it hereby is, approved 

and adopted as and for the corporate seal of this Corporation.

RESOLVED that the Corporation shall take an office at 

100 Wall Street, 21st Floor, New York, NY 10005.

RESOLVED that for the purpose of authorizing this Corporation to do business in any 

state, territory, or possession of the United States or any foreign country in which it is necessary 

or expedient for this Corporation to do business, the officers of this Corporation be, and they 

hereby are, authorized to appoint and substitute all necessary agents or attorneys for service of 

process, to designate and change the location of all necessary statutory offices, and to make and 

file all necessary certificates, reports, powers of attorney, and other instruments as may be 

required by the laws of such state, territory, possession, or country to authorize this Corporation 

to do business therein, and whenever it is expedient for this Corporation to cease doing business 

therein and withdraw therefrom to revoke any appointment of agent or attorney for service of 

process and to file any necessary certificate, report, revocation of appointment, or surrender of 

authority of this Corporation to do business therein.
FURTHER RESOLVED that the Secretary of this Corporation is hereby authorized to 

certify and deliver to any person to whom such certification and delivery may be deemed 

necessary and desirable, in the opinion of such, a copy of the foregoing resolutions.

IN WITNESS WHEREOF, the undersigned have executed this consent as of the 18th day 

of September, 2006.

By: _______________________________

Name: Carlo Koelzer

Title: Director