Concurrent with the Effective Date, each member of the Viacom Board has, by executing this Settlement, executed a written consent amending the Viacom Bylaws in the form attached as [Exhibit I].

Concurrent with the Effective Date, the Viacom Board has adopted a resolution approving an amendment to the Amended and Restated Certificate of Incorporation of Viacom (the “Charter”) such that Viacom shall not and shall not have the legal power to do any of the following without the prior written consent of the holders of a majority of the Class A Common Stock, ​ par value of Viacom (the “Common A Holders” and the “Class A Common Stock”, respectively), which consent may be granted or withheld by Common A Holders in their sole discretion: # enter into any agreement regarding, or consummate, any Paramount Transaction (as defined in [Exhibit L] attached hereto), # vote or provide the consent of any shares of capital stock, other equity interests, or other securities of any Paramount Entity (as such term is defined in the Bylaws) owned or held, directly or indirectly, by Viacom or any direct or indirect subsidiary thereof, with respect to, or in connection with, a Paramount Transaction, or # whether by merger, consolidation, reorganization or otherwise, amend the Charter in a manner that will or may eliminate or change in any way any of the approval rights of the Class A Common Stock with respect to any of the matters described in this ​ (the “Charter Amendment”). The Viacom Board has, by executing this Settlement, submitted the Charter Amendment to the stockholders for adoption by consent in lieu of meeting, and NAI and NAIEH have, by executing this Settlement, approved and adopted the Charter Amendment by consent in lieu of meeting following the adoption by the Viacom Board of the resolution approving the Charter Amendment. The Charter Amendment shall become effective in accordance with applicable laws and regulations.

amendments set forth in the written consents of stockholders delivered to Viacom on ​ and ​, except that: # the provisions set forth in [Section 8] of ARTICLE III of the Bylaws for a unanimous vote of the Viacom Board on any Paramount Transaction should apply only to a “Paramount Transaction” as defined on [Exhibit L] to the Settlement Agreement (as defined below) and shall expire and be of no further force and effect immediately after the Charter shall be amended as set forth in [Section 4(b)] of this Settlement, and # the provision set forth in ARTICLE IX of the Bylaws for a unanimous vote of the Viacom Board on any amendment of the Bylaws shall be deleted and of no further force and effect immediately upon adoption of the amendment effecting such change;

Bylaws. A copy of the bylaws of such Credit Party certified by a secretary or assistant secretary of such Credit Party to be true and correct as of the Closing Date.

Bylaws. A copy of the Bylaws of BRT certified by the trustee of BRT to be true and complete as of the Closing Date.

NAI (solely in its capacity as a stockholder exercising its rights as such, and without incurring any liability or responsibility for any obligation (monetary, contractual or otherwise)) and Viacom shall cause all rights to indemnification, advancement of expenses and exculpation now existing in favor of each of the current directors and officers of Viacom (collectively, the “D&O Indemnified Parties”) in all of their respective capacities as provided in Viacom’s Charter or Bylaws or any resolution of the Viacom Board or any indemnification agreements between Viacom and a D&O Indemnified Party existing as of the Effective Date or pursuant to any other instrument or arrangement or applicable law, including as set forth herein, to survive and continue in full force and effect with respect to each such D&O Indemnified Party for a period of not less than six (6) years after such D&O Indemnified Party ceases to serve on the Viacom Board or as an officer of Viacom, as applicable (the “Coverage Period”). Any repeal or modification of the indemnification and liability limitation or exculpation provisions of Viacom’s Charter and Bylaws applicable to any D&O Indemnified Party prior to the expiration of such Coverage Period shall not adversely affect any right or protection of such D&O Indemnified Party existing as of the Effective Date.

Amendment to Charter Documents. The Parties hereby authorize Sangre upon Closing to amend Sangre’s Articles of Organization and other Sangre documents that may be applicable to reflect the transactions contemplated herein.

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.

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”);

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;