CERTIFICATE OF INCORPORATION
OF
RHI ENTERTAINMENT, INC.
1. The name of the corporation is: RHI Entertainment, Inc.
2. Its registered office in the State of Delaware is to be located at 2711 Centerville Road, Suite 400, Wilmington, DE 19808, in the County of New Castle and its registered agent at such address is Corporation Service Company.
3. The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.
4. The total number of shares of all classes of stock that the corporation shall have authority to issue is 100 shares, all of which are Common Stock with a par value of $0.01.
5. The name and mailing address of the incorporator is
Angela M. Amaru
Latham & Watkins
885 Third Avenue
New York, New York 10022
6. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the bylaws of the corporation.
7. Election of directors need not be by written ballot unless the bylaws of the corporation shall so provide.
8. No director of this corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.
I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 24th day of August, 2007.
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| Angela M. Amaru, Sole Incorporator |
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