o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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a.

National Amusements, Inc. and NAI Entertainment Holdings LLC (together, “NAI”) delivered to Viacom two Actions by Written Consent that NAI claimed (1) effected certain amendments to Viacom’s Amended and Restated Bylaws relating to how vacancies on the Viacom Board of Directors (the “Board”) shall be filled (the “Purported Bylaw Amendments”), (2) removed from the Board, without cause, George S. Abrams, Philippe P. Dauman, Blythe J. McGarvie, Frederic V. Salerno and William Schwartz, and (3) filled the vacancies on the Board resulting from the removal of such directors with Kenneth Lerer, Thomas J. May, Judith McHale, Ronald Nelson and Nicole Seligman ((1), (2) and (3) together, the “Purported Director Actions”);

b.

NAI filed a lawsuit in the Court of Chancery of the State of Delaware (the “Delaware Chancery Court”) captioned In re Viacom Inc., C.A. No. 12472-CB (Del. Ch.) (1) seeking the court’s confirmation of the validity and effectiveness of the Purported Director Actions, as well as of the purported bylaw amendments contained in the written consents delivered to the Company on June 6, 2016, as previously reported by the Company, and (2) requesting that, pending a final court ruling, the court maintain the existing Board and prohibit the Board from taking any action not in the ordinary course of business; and

c.

Mr. Salerno, who is Viacom’s Lead Independent Director, filed a lawsuit in the Delaware Chancery Court, with the support of the independent directors of the Board, captioned Salerno v. National Amusements, Inc., et al., C.A. No. 12473-CB (Del. Ch.), seeking an expedited determination (1) that the Purported Director Actions are invalid, (2) that the Board remains as currently comprised, (3) enjoining NAI from taking further wrongful actions under the authority of Sumner M. Redstone and (4) entering a status quo order providing that NAI shall not take any actions that would disrupt the Board’s continuing management of the business and affairs of the Company in the ordinary course.

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a.	declaring any spin-off or other similar distribution of capital stock of Viacom or distributing any securities or assets of Viacom, other than Viacom’s regular quarterly dividend;

b.	authorizing or entering into agreements with third parties not otherwise permitted by the Status Quo Order, except for agreements entered into in the ordinary course of business consistent with past practice which do not effect a change in (i) the current business operations material to the Consolidated Company or (ii) the voting control or equity ownership of Viacom;

c.	authorizing, creating or amending securities of the Consolidated Company, subject to certain exceptions including if such action is taken in the ordinary course of business consistent with past practice or pursuant to existing agreements;

d.

authorizing or entering into agreements to issue, sell or dispose of securities of the Consolidated Company, subject to certain exceptions including if such action is taken in the ordinary course of business consistent with past practice or pursuant to mandatory provisions of existing agreements in existence as of June 15, 2016 (provided that under no circumstances may Viacom issue, sell or dispose of any Class A Common Stock or Class B Common Stock of Viacom);

e.	authorizing or entering into any action or transaction that would require Viacom stockholder approval;

f.	authorizing or entering into any transaction that is material to the business of Paramount Pictures and that is not in the ordinary course of business consistent with past practice, for any disposition of equity or assets of Paramount Pictures and its subsidiaries to a party other than the Consolidated Company;

g.	increasing the compensation and benefits payable to current officers and employees, hiring new officers or employees, or terminating or amending existing employment agreements, subject to certain exceptions including if such action is pursuant to agreements in existence as of June 15, 2016 or would not have required Board or Board committee approval prior to June 27, 2016;

h.	hiring a financial advisor where the aggregate fees would reasonably be expected to exceed $10 million;

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i.	entering into an agreement that is reasonably likely to result in Viacom incurring liability or making any payment based upon the resolution of the claims alleged in the Consolidated Action regarding the validity of the Purported Bylaw Amendments or the purported bylaw amendments contained in the written consents delivered to the Company on June 6, 2016;

j.

instituting or funding legal proceedings seeking the relief sought in the Consolidated Action, Dauman et al. v. Redstone, et al. (pending in Probate and Family Court in Norfolk County, Massachusetts), or In re Sumner M. Redstone Nat’l Amusements Trust (pending in California Superior Court), subject to certain exceptions including the defense of legal proceedings seeking the relief sought in those actions and any advancement or indemnification obligations of the Consolidated Company in effect on June 16, 2016; and

k.	amending Viacom’s Amended and Restated Bylaws by Board action.

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