t]]e{aware

'I!1E ~irst State

PAGE 1

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF INCORPORATION OF "360 TRADING

NETWORKS INC.", FILED IN THIS OFFICE ON THE EIGHTH DAY OF

SEPTEMBER, A.D. 2006, AT 4:30 O'CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE

KENT COUNTY RECORDER OF DEEDS.

4217038 8100

060834545

Harriet Smith Windsor, Secretary of State

AUTHENTICATION: 5036409

DATE: 09-13-06

Exhibit G-1
St:4te oE ~~w~re

Secretary oE St~te Division oE Corpor~tions Delivered 04:43 PM 09/08/2006

FILED 04:30 PM 09/08/2006

SRV 060834545 - 4217038 FILE

CERTIFICA TE OF INCORPORA TION

OF

360 TRADING NETWORKS INC.

Pursuant to § 102 of the General Corporation Law

of the State of Delaware

The undersigned, in order to fonn a corporation pursuant to Section 102 of the

General Corporation Law of Delaware. does hereby certifY:

FIRST: The name ofthe Corporation is:

360 TRADING NETWORKS INe.

SECOND: The address of the Corporation's registered office in the State of

Delaware is c/o United Corporate Services, Inc., 874 Walker Road, Suite C, Dover, County of

Kent, Delaware 19904. The name of its registered agent at such address is United Corporate

Services, Inc.

THIRD: The purpose ofthe Corporation is to engage in any lawful act or activity

for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of all classes of capita] stock which the

Corporation shall have the authority to issue is 3,000 shares, of which 1,000 shares, $.01 par

value per share, shall be designated Preferred Stock and 2,000 shares, $.0] par value per share,

shall be designated Common Stock.

A. Preferred Stock

]. Issuance. The Board of Directors is authorized, subject to

limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in one or

more series, to estab!ish the number of shares to be included in each such series, and to fix the

designations, powers, preferences, and rights of the shares of each such series, and any

qua!ifications, !imitations, or restrictions thereof.

B. Common Stock

]. Dividends. Subject to the preferential rights, if any, ofthe Preferred

Stock, the holders of shares of Common Stock shall be entitled to receive, when and if declared

by the Board of Directors, out of the assets of the Corporation which are by law available

therefor, dividends payable either in cash, in property, or in shares ofCommon Stock.

2. Voting Rights. At every annual or special meeting of stockholders

of the Corporation, every holder of Common Stock shall be entitled to one vote, in person or by

proxy, for each share ofCommon Stock standing in his name on the books ofthe Corporation.

3. Liquidation. Dissolution. or Winding UD. In the event of any

voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation,
after payment or provision for payment of the debts and other liabilities of the Corporation and

of the preferential amounts, if any, to which the holders of Preferred Stock shall be entitled, the

holders of all outstanding shares of Common Stock shall be entitled 10 share ratably in the

remaining net assets ofthe Corporation.

4. Preemptive Rights. No holder of Common Stock shall have any

preemptive right 10 subscribe for or purehase any additional shares of stock or securities

convertible into or carrying warrants or options to acquire shares of stock of the Corporation.

FIFTH: The name and mailing address ofthc Incorporator is as folIows:

Name

Marcus A. Ernst

Mailing Address

c/o Wuersch & Gering LLP

100 Wall Street, 21st Floor

New York, NY 10005

SIXTH: The business and affairs of the Corporation shall be managed by and

under the direction of the Board of Directors. The Board of Directors may exercise all such

authority and powers of the Corporation and da all such lawful acts and things as are not by

statute or this Certificate of Incorporation directed or requircd to be exercised or done by the

stockholders. The Board of Directors is expressly authorized to adopt, amend, or repeal the bylaws of the Corporation. Except as otherwise fixed by or pursuant to the provisions of this

Certificate of lncorporation relating to the rights of the holders of Preferred Stock 10 elect

directors under specified circumstances, the number of directors shall be fixed ITom time to time

exclusively by the Board of Directors pursuant to aresolution adopted by a majority of the then

authorized number of directors ofthe Corporation.

SEVENTH: Elections of directors need not be by written ballot unless the bylaws ofthe Corporation shall otherwise provide.

EIGHTH: A director of the Corporation shall not be personally liable to the

Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director;

provided, however, that the foregoing shall not eliminate or limit the liability of a director (i) far

any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing violation of

law, (iii) under Section 174 of the General Corporatian Law of Delaware, or (iv) for any

transaction from which the director derived an improper personal benefit. If the General

Corporation Law of Oelaware is hereafter amended to permit further elimination or limitation of

the personaliiability of directors, then the liability of a director of the Corporation shall be

eliminated or limited to the fullest extent permitted by the General Corporation Law ofDelaware

as so amended. Any repeal or modification of this Article EIGHTH by the stockholders of the

Corporation or otherwise shall not adversely affect any right or protection of a director of the

Corporation existing at the time of such repeal or modification.

NINTH: Each person who was or is made a party or is threatened to be made a

party to or is involved (including, without limitation, as a witness) in any actual or threatened

action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a

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"proceeding"), by reason of the fact that he is or was a director or officer of the corporation or is

or was serving at the request of the corporation as a director or officer of another corporation or

of a partnership, joint venture, trust or other enterprise, including service with respect to an

employee benefit plan (hereinafter an "indemnitee"), whether the basis of such proceeding is

alleged action in an official capacity as a director or officer or in any other capacity while

serving as such a director or officer shall be indemnified and held harmless by the Corporation to

the full extent authorized by the General Corporation Law of Delaware, as the same exists or

may hereafter be amended (but, in the case of any such amendment, only to the extent that such

amendment permits the Corporation to provide broader indemnification rights than said law

permitted the Corporation to provide prior to such amendment), or by other applicable law as

then in effect, against all expense, liability and loss (including attomeys' fees, judgments, fines,

excise taxes under the Employee Retirement Income Security Act of ]974, as amended from

time to time ("ERISA"), penalties and amounts to be paid in settlement) actually and reasonably

incurred or suffered by such indemnity in connection therewith.

A. Procedure. Any indemnitication under this Artic1e NINTH (unless

ordered by a court) shall be made by the Corporation only as authorized in the specific case upon

adetermination that indemnification of the director or officer is proper in the circumstances

because he/she has met the applicable standard of conduct set forth in the General Corporation

Law of Oelawarc, as the same exists or hereafter may be amended (but, in the case of any such

amendment, only to the extent that such amendment permits the Corporation to provide broader

indemnitication rights than said law permitted the Corporation to provide prior to such

amendment). Such detennination 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 (the

"0isinterested Directors"), or (b) if such a quorum of Disinterested Directors is not obtainable,

or, even if obtainable a quorum of Disinterested Oirectors so directs, by independent legal

counsel in a written opinion, or (c) by the stockholders.

B. Advances for Expcnses. Costs, charges and expenses (including attomeys'

fees) incurred by a director or officer of the Corporation in defending a civil or criminal action,

suit or proceeding shall be paid by the Corporation in advance of thc final disposition of such

action, suit or proceeding upon receipt of an undertaking by or on behalf of the director cr officer

to repay all amounts so advanced in the event that it shall ultimately be determined that such

director or officer is not entitled to be indemnified by the Corporation as authorized in this

Article NINTH. The majority ofthe Oisinterested Direetors may, in the manner set forth above,

and upon approval of such director or officer of the Corporation, authorize the Corporation's

counsel to represent such person, in any action, suit or proceeding, whether or not the

Corporation is a party to such action, suit or proceeding.

C. Procedure for Indemnification. Any indemnification or advance of costs,

charges and expenses under this Artic1e NINTH, shall be made promptly, and in any event

within 60 days upon the written request of the director or officcr and shall be accompanied by a

written undertaking by or on behalf of indemnitee to repay such amount if it shall ultimately be

determined that indemnitee is not entitled to be indemnified therefor pursuant to the terms ofthis

Article NINTH. The right to indemnification ofadvances as granted by this Article NINTH shall

be enforceable by the director or officer in any court ofcompetentjurisdiction, ifthe Corporation

denies such request, in whole or in part, or if no disposition thereof is made within 60 days.

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Such person's costs and expenses incurred in connection with successfully establishing hislher

right to indemnification, in whole or in part, in any such action shall also be indemnitied by the

Corporation. It shall be a defense to any such action (other than an action brought to enforce a

claim for the advance of costs, charges and expenses under this Article NINTH where the

required undcrtaking, if any, has been received by the Corporation) that the claimant has not met

the standard of conduct set forth in the General Corporation Law of Delaware, as the same exists

or hereafter may be amended (but, in the case of any such amendment, only to the extent that

such amendment permits the Corporation to provide broadcr indemnification rights than said law

permitted the Corporation to provide prior to such amendment), but the burden of proving such

defense shall be on the Corporation. Neithcr the failure of the Corporation (including its Board

of Directors, its independent legal counsel and its stockholders) to have made adetermination

prior to the commencement of such action that indemnitication of the claimant is proper in thc

circumstances because he/she has met the applicable standard of conduct set forth in the General

Corporation Law of Delaware, as the same exists or hcreafter may be amended (but, in the case

of any such amendment, only to the extent that such amendment permits the Corporation to

provide broader indemnitication rights that said law permitted the Corporation to provide prior to

such amendment), nor the fact that there has been an actual determination by the Corporation

(including its Board of Directors, its independent legal counsel and its stockholders) that the

claimant has not met such applicable standard of conduct, shall be a defense to the action or

create a presumption that the claimant has not met the applicable standard of conduct.

D. Other Rights: Continuation of Right to Indemnitication. The

indemnitication and advancement of expenses provided by this Article NINTH shall not be

decmed exclusive of any other rights to which a person seeking indcmnitication or advancement

of expenscs may be entitled under any law (common or statutory), by-Iaw, agreement, vote of

stockholders or disinterested directors or otherwise, both as to action in his/her official capacity

and as to action in another capacity while holding office or while employed by or acting as agent

for the Corporation, and shall continue as to a person who has ceased to be a director or officer,

and shall inure to the benetit of the estate, heirs, executors and administers of such person. All

rights to indemnitication under this Artic1e NINTH shall be decmed to be a contract between the

Corporation and each director or officer ofthe Corporation who serves or served in such capacity

at any time while this Article NINTH is in effecL Any repeal or modification of this Article

NINTH or any repeal or moditication of relevant provisions ofthe General Corporation Law of

Delaware or any other applicable laws shall not in any way diminish any rights to

indemnitication of such director or officer or thc obligations ofthe Corporation arising hercunder

with respect to any action, suit or proceeding arising out of, or relating to, any actions,

transactions or facts occurring prior to the final adoption of such moditication or repeaJ. For the

purposes of this Article NINTH, references to "thc Corporation" include all constituent

corporations absorbed in a consolidation or mcrger as weil as the resulting or surviving

corporation, so that any person who is or was a director or officer of such a constituent

corporation or is or was serving at thc request of such constituent corporation as a dircctor or

officer of another corporation, partnership, joint venture, trust or other enterprise shall stand in

the same position under the provisions of this Article NINTH, with respect to the resulting or

surviving corporation, as he would if he/she had served the resulting or surviving corporation in

the same capacity.

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E. Insurance. The Corporation shall have power to purchase and maintain

insurance on behalf of any person who is or was or has agreed to become a director or officer of

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

another corporation, partnership, joint venture, trust or other enterprise against any liability

asserted against himlher and incurred by himlher or on hislher behalf in any such capacity, or

arising out of his/her status as such, whether or not the Corporation would have the power to

indemnify himlher against such liability under thc provisions of this ArticIe NINTH, provided,

however, that such insurance is available on acceptable terms, which determination shall be

made by a vote of a majority ofthe Board of Directors.

F. Savings Clause. If this Article NINTH or any portion hereof shall be

invalidated on any ground by any court of competent jurisdiction, then the Corporation shall

nevertheless indemnify each person entitled to indemnitication under the first paragraph of this

Article NINTH as to all expense, liability and loss (including attomeys' fees, judgments, fines,

ERISA excise taxes, pcnalties and amounts to be paid in settlement) actually and reasonably

incurred or suffered by such person and for which indemnification is available to such person

pursuant to this Article NINTH to the full extent pennitted by any applicablc portion of this

Article NINTH that shall not have been invalidated and to the full extent permitted by applicable

law.

TENTH: The Corporation reserves the right to amend, alter, change, or repeat

any provision contained in this Certificate of Incorporation, in the manner now or hereafter

prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this

reservation.

[Signature Page to Follow]

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IN WITNESS WHEREOF, I have hereunto set my hand this September 8, 2006

and I affirm that the foregoing certificate is my act and deed and that the facts stated therein are

true.

/Marcus A. Ernst!

Marcus A. Ernst, Incorporator

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