Certificate of Incorporation and Bylaws. The certificate of incorporation of Surviving Corporation as in effect immediately prior to the Effective Date shall be the certificate of incorporation of Surviving Corporation after consummation of the Merger. The Bylaws of Surviving Corporation as in effect immediately prior to the Effective Date shall be the Bylaws of Surviving Corporation after consummation of the Merger.

Bylaws and all amendments thereto;

Attached hereto as Exhibit A and Exhibit B are true, correct and complete copies of the Company’s bylaws (“Bylaws”) and Certificate of Incorporation (“Certificate of Incorporation”), respectively, in each case, as amended through the date hereof, and no action has been taken by the Company, its directors, officers or stockholders , in contemplation of the filing of any further amendment relating to or affecting the Bylaws or Articles.

This Agreement is a supplement to, and in furtherance of, the Company’s Certificate of Incorporation, as it may have been or be amended (the “Certificate”), and Bylaws, as they may have been or be amended (the “Bylaws”);

Form of Bylaws to consist of the following:

“Bylaws” has the meaning set forth in [Section 3.2.1.2(d)].

amend this Corporation’s Articles of Incorporation or bylaws; or

The Companies shall provide indemnification rights and benefits to the Executive to the fullest extent permitted by law and the charter or bylaws of the Companies. Any amendment or revision to such charter or bylaws that adversely affects the indemnification rights or benefits available to the Executive under such charter or bylaws as of the date hereof shall not be effective against the Executive unless the Executive has consented in writing to such amendment or revision.

at such time that Dooley is no longer serving on the Viacom Board, such directorship shall remain vacant until a successor Chief Executive Officer is appointed by the Viacom Board in accordance with the Bylaws, which Chief Executive Officer may be appointed by the Viacom Board as a director in accordance with the Bylaws;

Section # Amendment By Directors. Bylaws may be adopted, amended or repealed by the Board of Directors.