**Exhibit 1.10**

 

*Delaware*

 

*The First State*

 

***I,*****HARRIET *SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OFDELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT******COPY OF THERESTATED CERTIFICATE OF “VIDEOTRON US INC.”, FILED IN THIS OFFICE ON THE FIRST DAYOF OCTOBER, A.D. 2008, AT 2:31 O’CLOCK P.M.***

 

***A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDEDTO THE NEW CASTLE COUNTY RECORDER OF DEEDS.***

 
|                              |   | /s/ HARRIET SMITH WINDSOR                                                                                        |
|-----------------------------------|--------|------------------------------------------------------------------------------------------------------------------|
| *4426900  8100*

*081003894* |        | **Harriet Smith Windsor, Secretary of State**

***AUTHENTICATION: 6888718***

*** ***

***DATE: 10-01-08*** |

 

*You may verify*this *certificate*on line

***at corp.delaware.gov/authver.shtml***

 

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|     | *State*of Delaware                                        |
|----------|-----------------------------------------------------------|
|     | *Secretary*of State                                       |
|     | *Division of Corporations*Delivered *02:31 PM 10/01/2008* |
| * * | *FILED 02:31 PM 10/01/2008*                               |
|     | *SRV 081003894 - 4426900 FILE*                            |

 

**AMENDED AND RESTATEDCERTIFICATE OF INCORPORATIONOFVIDEOTRON US INC.**

 

**Pursuant to Sections 242 and 245 ofthe General Corporation Law of the****State of Delaware**

 

VideotronUS Inc, (the “Corporation”), a corporation duly organized and existing underand by virtue of the General Corporation Law of the State of Delaware (“GCL”), in order to amendand restate its Certificate ofIncorporation pursuant to Sections 242 and 245 of the GCL of the State of Delaware,hereby certifies as follows:

 

1.             The name of theCorporation is Videotron US Inc. The original Certificate of Incorporation ofthe Corporation was filed with the Secretary of State of the State of Delawareon September 20, 2007.

 

2.             The Corporation hasreceived payment for its stock.

 

3.             The Board ofDirectors of the Corporation, at a Special Meeting held on September 30,2008, duly adopted a resolution proposing and declaring advisable the amendmentand restatement of the Corporation’s Certificate of Incorporation and theadoption of an Amended and Restated Certificate of Incorporation of theCorporation in the form hereinafter set forth in Item 7.

 

4.             The soleStockholder of the Corporation, acting pursuant to a Written Consent of SoleStockholder, dated as of September 30, 2008, in accordance with Section 228of the GCL, duly adopted such amendment and restatement of the Certificate ofIncorporation.

 

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5.             The Amended andRestated Certificate of Incorporation and the amendments made thereby were dulyadopted in accordance with the applicable provisions of sections 242 and 245 ofthe GCL.

 

6.             The Amended andRestated Certificate of Incorporation amends and restates the provisions of theCertificate of Incorporation as originally filed.

 

7.             The text of theCertificate of Incorporation, as originally filed, is hereby amended andrestated to read in its entirety as follows:

 

[Remainder of Page Intentionally Left Blank]

 

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**AMENDED AND RESTATED**

 

**CERTIFICATE OF INCORPORATIONOFVIDEOTRON US INC.**

 

**FIRST:** The name of the corporation is Videotron US Inc.(the “Corporation”).

 

**SECOND:** The registered office of the Corporation inthe State of Delaware is located at Suite 1410, The Nemours Building, 1007Orange Street, County of New Castle, Wilmington, Delaware 19801. The RegisteredAgent of the Corporation at such address is Delaware Incorporators & RegistrationService, LLC.

 

**THIRD:** The nature of the business or purposes to beconducted or oriented is to engage in any lawful act or activity for whichcorporations may be organized under the General Corporation Law of the State ofDelaware (the “DGCL”).

 

**FOURTH:** The total number of shares of stock theCorporation shall have the authority to issue is Ten Thousand (10,000) shares,of which Nine Thousand (9,000) shall be designated Common Stock, par value $1.00,and One Thousand (1,000) shall be designated Preferred Stock without par value.

 

The preferences, qualifications, limitations,restrictions and special or relative rights in respect of the shares asPreferred Stock are:

 

**A.            Rank.** The PreferredStock will rank with respect to dividend rights and rights on liquidation,winding up and dissolution senior to the Common Stock. Any distribution madepursuant to dividend rights or rights on liquidation, winding up, ordissolution will be made to the holders of the Corporation’s securities inaccordance with the relative priorities set forth above.

 

**B.            Dividends.**

 

**General Obligation.** When and as declared by the Corporation’sBoard of Directors and to the extent permitted under the DGCL, the Corporationwill pay an annual dividend of 9% of the 

 

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Liquidation Value (as defined in Section C) oneach share of Preferred Stock (a “Share”). Dividends upon Preferred Stock willbe non-cumulative, whether or not in any fiscal year there shall be net incomeor surplus available for the payment of dividends in such fiscal year, so thatif in any fiscal year or years, dividends in whole or in part are not paid uponPreferred Stock, unpaid dividends shall not accumulate, so that no sums in anylater years shall be paid to the holders of the Preferred Stock with respect toany prior year or years when dividends were not paid, and so that in no eventshall the holders of the Preferred Stock receive dividends of more than 9% inany fiscal year.

 

**C.            Liquidation.** The LiquidationValue, in relation to each Share, shall be equal to the consideration receivedby the Corporation at the time each Share was issued. Upon any liquidation,dissolution or winding up of the Corporation (whether voluntary orinvoluntary), each holder of Preferred Stork will be entitled to be paid beforeany distribution or payment is made upon any Common Stock, an amount in cashequal to the aggregate Liquidation Value of all Shares held by such holder(plus any declared and unpaid dividends thereon). Upon such payment, theholders of Preferred Stock will not be entitled to receive any further paymentfrom the Corporation.  If upon any suchliquidation, dissolution or winding up of the Corporation the Corporation’sassets to be distributed among the holders of Preferred Stock are insufficientto permit payment to such holders of the aggregate amount which they areentitled to be paid under this Section C, then the entire assets availableto be distributed to the Corporation’s stockholders will be distributed prorata among the holders of the Preferred Stock based upon the aggregateLiquidation Value (plus any declared and unpaid dividends) of the PreferredStock held by each such holder. Neither the consolidation or merger of theCorporation into or with any other entity or entities (whether or not theCorporation is the surviving entity), nor the sale or transfer by the Corporationof all or any part of its assets, nor the reduction of the capital stock of theCorporation nor any other form of recapitalization, dissolution or winding upof the Corporation will be deemed tobe a liquidation, dissolution or winding up of the Corporation within themeaning of this 

 

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Section C.

 

**D.            Redemption.**To the extentpermitted under the DGCL, the Preferred Stock shall be redeemable at theLiquidation Value (plus any declared and unpaid dividends) at any time at thediscretion of the Corporation.

 

**E.             VotingRights.** Except asotherwise may be required by the DGCL, the holders of Preferred Stock will notbe entitled to notice of any meeting of the stockholders of the Corporation andwill not be entitled to vote, together with any other stockholders or as aseparate class, on any matter to be voted on by the Corporation’s stockholders.

 

**FIFTH:**The name and mailing address of theIncorporator is Delaware Incorporators & Registration Service, LLC, Suite 1410,Nemours Building, 1007 Orange Street, Wilmington, Delaware 19801.

 

**SIXTH:**The Corporation is to have perpetualexistence.

 

**SEVENTH:** Infurtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors isexpressly authorized to make, amend and repeat the Bylaws of theCorporation.

 

**EIGHTH:**Elections of directors need not be by written ballot unless the by-laws of theCorporation shall so provide. Meetings of the stockholders shall be held withinor outside the State of Delaware. as the by-laws may provide. The books of theCorporation shall be kept (subject to the provisions contained in the GeneralCorporation Law) within or outside the State of Delaware, at such place orplaces as may be designated from time to time by the Board of Directors or inthe by-laws of the Corporation.

 

**NINTH:** TheCorporation reserves the right to amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation, in the manner now or hereafterprescribed by statute, and all rightsconferred upon stockholders herein are granted subject to this reservation.

 

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**TENTH:**The Directors of the Corporation shall incurno personal liability to the Corporation or its stockholders for monetarydamages for any breach of fiduciary duty as a Director; provided, however, thatthe Directors of the Corporation shall continue to be subject to liability (i) forany breach of their duty of loyalty to the Corporation or its stockholders, (ii) foracts or omissions not in good faith or which involve intentional misconduct ora knowing violation of law, (iii) for acts or omissions arising under Section 174of the General Corporation Law of the State of Delaware, or (iv) for anytransaction from which the Directors derived an improper personal benefit.

 

*     *      *

 

THEUNDERSIGNED, being the Secretary of the Corporation, has caused thisAmended and Restated Certificate of Incorporation to be executed and to beeffective upon its filing with the Delaware Secretary of State.

 

 

 

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