CERTIFICATE OF INCORPORATION
GREG MANNING DELAWARE, INC.
The undersigned, being the sole incorporator of Greg Manning Delaware, Inc., hereby certifies as follows:
1. Name . The name of the corporation is Greg Manning Delaware, Inc. (the “ Corporation ”).
2. Registered Office; Registered Agent . The address of the registered office of the Corporation in Delaware
is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, State of Delaware 19808. The
name of its registered agent at that address is the Corporation Service Company.
3. Purpose . 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.
4. Capital Stock . The aggregate number of shares of all classes of capital stock that the Corporation has
authority to issue is 50,000,000, of which 40,000,000 are shares of common stock, $.01 par value per share,
and of which 10,000,000 are shares of preferred stock, $.01 par value per share. A description of the different
classes and series (if any) of the Corporation’s capital stock, and a statement of the relative powers, designations,
preferences and rights of the shares of each class and series (if any) of capital stock, and the qualifications,
limitations or restrictions thereof, are as follows:
Except as provided in this certificate of incorporation, the holders of the common stock possess all voting
power. Subject to the provisions of this certificate of incorporation, each holder of shares of common stock will
be entitled to one vote for each share held by that holder. Whenever there have been paid, or declared and set
aside for payment, to the holders of outstanding shares of any class or series of stock having preference over the
common stock as to the payment of dividends, the full amount of those dividends and that sinking fund or
retirement fund or those other retiremen