Nominating and Corporate Governance $ 10,000 $ 5,000

Nominating and Governance Committee Chair: $12,000

“Committee” means the Committee on Directors and Corporate Governance of the Board.

“Compensation Committee” shall mean the Compensation and Corporate Governance Committee of the Board.

“Member Governance Provisions” has the meaning given such term in Section 16.13(a).

Chairman of the Nominating and Corporate Governance Committee: additional $7,500 annually paid in cash.

VIACOM AND [[Organization A:Organization]] ANNOUNCE RESOLUTION OF GOVERNANCE DISPUTE AND TRANSITION TO NEW LEADERSHIP

On the date hereof, the Board shall, in accordance with the Company’s governance documents:

These Corporate Governance Guidelines are established by the Board of Directors of [[Organization A:Organization]] (Scio Diamond or the Company) to provide a structure within which our directors and management can effectively pursue the Company’s objectives for the benefit of its stockholders.

These guidelines shall be reviewed periodically by the Corporate Governance Committee (together with the Compensation Committee, as necessary) and the Board will make appropriate changes based on recommendations from the Committee(s).