**Exhibit 1.9**

 

*State**of Delaware*

*Secretary**of State*

*Division ofCorporations*

*Delivered**04:48 PM 09/20/2007*

*FILED**04:48 PM 09/20/2007SRV 071037634 - 4426900 FILE*

 

**CERTIFICATE OF INCORPORATION**

** **

**OF**

** **

**VIDEOTRON 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. TheRegistered Agent of the Corporation at such address is Delaware Incorporators & Registration Service, LLC.

 

**THIRD:** The nature of the business or purposes to be conducted or oriented is to engage inany lawful act or activity for which corporationsmay be organized under the General Corporation Law of the State of Delaware(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 parvalue.

 

The preferences,qualifications, limitations, restrictions and special or relative rights inrespect of the shares as Preferred Stock are:

 

**A.****                                   ****Rank.** The Preferred Stock will rank with respect todividend rights and rights on liquidation, winding up and dissolution senior tothe Common Stock. Any distribution made pursuant to dividend rights or rightson liquidation, winding up, or dissolution will be made to the holders of theCorporation’s securities in accordance with the relative priorities set forthabove.

 

**B.****                                   ****Dividends.**

 

**General****Obligation.** When andas declared by the Corporation’s Board of Directors and to the extent permittedunder the DGCL, the Corporationwill pay an annual dividend of 9% of the Liquidation Value (as defined in Section C)on each share of Preferred Stock (a “Share”).

 

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Dividends upon Preferred Stock will benon-cumulative, whether or not in any fiscal year there shall be net income orsurplus available for the payment of dividends in such fiscal year, so that ifin 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 Liquidation Value, in relation to eachShare, shall be $100.00. Upon any liquidation, dissolution or winding up of the Corporation(whether voluntary or involuntary), each holder of Preferred Stock willbe entitled to be paid before any distribution or payment is made upon any Common Stock, an amount in cash equal to theaggregate Liquidation Value of all Shares held by such holder (plus anydeclared and unpaid dividends thereon). Upon such payment, the holders ofPreferred Stock will not be entitled to receive any further payment fromthe Corporation. If upon any such liquidation, dissolution or winding up of theCorporation the Corporation’s assets tobe distributed among the holders of Preferred Stock are insufficient to permitpayment to such holders of the aggregate amount which they are entitled to be paid under this Section C,then the entire assets available to be distributed to the Corporation’s stockholders willbe distributed pro rata among the holders of the Preferred Stock based upon the aggregate Liquidation Value (plusany declared and unpaid dividends) of the Preferred Stock held by each such holder. Neither the consolidation ormerger of the Corporation intoor with any other entity or entities (whether or not the Corporation is thesurviving entity), nor the sale or transfer by the Corporation of all orany 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 to bea liquidation, dissolution or winding up of the Corporation within the meaning of this Section C.

 

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**D.****                                        ****Redemption.**To the extent permitted under the DGCL, thePreferred Stock shall be redeemable atthe Liquidation Value (plus any declared and unpaid dividends) at any time at the discretion of theCorporation.

 

**E.****                                     ****Voting Rights.** Except as otherwise may be required by theDGCL, the holders of Preferred Stock will not be entitled to notice of anymeeting of the stockholders of the Corporation and will not be entitled tovote, together with any other stockholders or as a separate class, on anymatter to be voted on by the Corporation’s stockholders.

 

**FIFTH:** Thename and mailing address of the incorporator is Delaware Incorporators &Registration Service, LLC, Suite 1410, Nemours Building, 1007 OrangeStreet, Wilmington, Delaware 19801.

 

**SIXTH:**TheCorporation is to have perpetual existence.

 

**SEVENTH:**Infurtherance and not in limitation of the powers conferred by the laws of theState of Delaware, the Board of Directors is expressly authorized to make,amend and repeal the Bylaws of the Corporation.

 

**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 rights conferred upon stockholders herein aregranted subject to this reservation.

 

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**TENTH:** TheDirectors of the Corporation shall incur no personal liability to theCorporation or its stockholders for monetary damages for any breach offiduciary duty as a Director; provided, however, that the Directors of theCorporation shall continue to be subject to liability (i) for any breachof 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.

 

**ELEVENTH:** Thepowers of the Incorporator shall terminate upon the election of Directors.

 

*   *   *

 

THEUNDERSIGNED, being the Incorporator, for the purpose of forming a corporationunder the laws of the State of Delaware, has executed this Certificate ofIncorporation on this 20th day ofSeptember, 2007.

 

 
| ** ** | ** ** | **DELAWARE  INCORPORATORS &** |
|------------|------------|----------------------------------------|
| ** ** | ** ** | **REGISTRATION SERVICE,  LLC**         |
| ** ** | ** ** | ** **                             |
|       |       | By:                                    | /s/ C. ANTHONY SHIPPAM |
|       |       |                                   | C. Anthony Shippam |
|       |       |                                   | CEO and President |

 

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