In connection with the settlement being effected hereby, the Viacom Board and the other applicable Parties have taken or shall take the following actions:

The Parties hereto agree that any and all costs and expenses incurred by, attributed to or otherwise payable by Dauman, Abrams and/or the members of the Viacom Board (including the Independent Directors) in connection with the Massachusetts Action, the California Actions, the Delaware Actions and the negotiation, enforcement and defense of this Settlement, including, without limitation, attorneys’ fees, expert fees, vendor fees disbursements and fees in connection with the filings set forth in Section 11 hereof (collectively, “Litigation Costs”), shall be paid by Viacom as incurred, and, to the extent any such Litigation Costs have been paid by any of the foregoing individuals prior to the Effective Date, Viacom shall reimburse all such Litigation Costs to the applicable individual upon the execution of this Settlement. Without limiting the foregoing, NAI hereby ratifies and approves all actions taken by the Viacom Board on or prior to the Effective Date only with respect to any Litigation Costs incurred on or prior to the Effective Date and all payments made in respect of such Litigation Costs.

If a proposal for the Paramount Investment is formulated, Dauman may submit such initial proposal to the Viacom Board for its consideration, including a detailed description of the initial proposal, a presentation by the financial advisor(s) engaged by Viacom and other information requested by any member of the Viacom Board. SMR and SER may share any such information on a confidential basis with NAI and its legal and financial advisors. For clarity, the independent directors on the Viacom Board shall be entitled to cause Viacom to retain a separate financial advisor to advise the independent directors with respect to any such proposal. The Viacom Board shall provide Dauman with feedback on such proposal, following which Dauman may submit a final proposal to the Viacom Board no earlier than seven (7) days after the submission of the initial proposal, at which time Dauman may request that the Viacom Board consider and vote on such final proposal. Any approval vote on the Paramount Investment shall be subject to NAI’s rights as set forth in [Section 4(b)] above.

Viacom and Dauman agree that throughout the Continuation Period the Viacom Board may continue to meet in executive session, without Dauman, Dooley or any other members or former members of management of Viacom present. Viacom and Dauman further agree throughout the Continuation Period to make available to the members of the Viacom Board, including the New Directors, the executives of, and information regarding, Viacom and of any of its subsidiaries when and if reasonably requested by the members of the Viacom Board.

The right of any NAI Entity or any of its directors, officers, members or managers to vote the Viacom shares owned by such NAI Entity or any of its affiliates (of record or beneficially), including, without limitation, with respect to election of directors to the Viacom Board or amendments to Viacom’s Bylaws;

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;

After the Board Update, the Viacom Board may determine that prior to a Paramount Entity entering into certain categories of ordinary course transactions (e.g., disposing of rights in particular properties or entering into, extending, modifying, or terminating certain types of co-production, co-financing, or other financing activities, significant output agreements or distribution services agreements in domestic and major international territories, “first look” or term deals with particular talent, etc.), Paramount’s management shall consult with, and in some cases, as determined by the Viacom Board, obtain the prior approval of, the Viacom Board. Viacom and its CEO shall cause Paramount and its management to comply with the foregoing obligation and to provide the Viacom Board information on such matters on a regular basis and as may be requested from time to time by the Viacom Board or any of its members.

concurrently with the execution and delivery of this Settlement, the Viacom Board has unanimously increased the number of directors of the Viacom Board to sixteen (16) directors and appointed the persons listed on Exhibit A attached hereto (the “New Directors”) as directors of Viacom, effective as of the Effective Date, in accordance with the Amended and Restated Bylaws of Viacom (as amended, the “Bylaws”);

three Independent Directors, the identity of which shall be determined by NAI in its sole and absolute discretion (the “Other Independent Directors”), shall be nominated by the Viacom Board for election as directors of the Viacom Board at the 2017 annual meeting of Viacom stockholders; provided, that in the event of the death, retirement or voluntary resignation of any such Independent Director, NAI, in its sole and absolute discretion, shall select another individual to be a nominee as an Other Independent Director for election as a director of the Viacom Board at the 2017 annual meeting of Viacom stockholders (if definitive proxy material for such annual meeting has not yet been mailed) or for appointment as a director for a term ending at the 2018 annual meeting of the Viacom stockholders (if such proxy material has been mailed), subject to the approval, not to be unreasonably withheld or delayed, by the remaining Other Independent Directors then in office (if any); # Prior to the 2017 annual meeting of the Viacom stockholders, the Viacom Board shall not change the number of directors of the Viacom Board, except as set forth in this Settlement; and

Viacom certifies that as required by [Section 2] of the Confidential Settlement and Release Agreement, Viacom’s Board of Directors has approved this letter agreement.