0001193125-04-104994 Sample Contracts

AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT BETWEEN VIACOM INC. and BLOCKBUSTER INC. Dated as of JUNE 18, 2004
Transition Services Agreement • June 18th, 2004 • Blockbuster Inc • Services-video tape rental • New York

AMENDED AND RESTATED TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of June 18, 2004, to be effective for all purposes as provided in Section 6.07, between VIACOM INC., a Delaware corporation (“Parent”) and BLOCKBUSTER INC., a Delaware corporation (the “Company”).

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AMENDED AND RESTATED RELEASE AND INDEMNIFICATION AGREEMENT DATED AS OF JUNE 18, 2004 BY AND BETWEEN VIACOM INC. AND BLOCKBUSTER INC.
Release and Indemnification Agreement • June 18th, 2004 • Blockbuster Inc • Services-video tape rental • New York

AMENDED AND RESTATED RELEASE AND INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of June 18, 2004, by and between VIACOM INC., a Delaware corporation (“Viacom”) and BLOCKBUSTER INC., a Delaware corporation and an indirect subsidiary of Viacom (“Blockbuster”).

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 18, 2004 BY AND BETWEEN VIACOM INC. AND BLOCKBUSTER INC.
Registration Rights Agreement • June 18th, 2004 • Blockbuster Inc • Services-video tape rental • New York

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 18, 2004 by and between VIACOM INC., a Delaware corporation (“Viacom”), and BLOCKBUSTER INC., a Delaware corporation and an indirect, wholly owned subsidiary of Viacom (“Blockbuster”).

AMENDED AND RESTATED INITIAL PUBLIC OFFERING AND SPLIT-OFF AGREEMENT DATED AS OF JUNE 18, 2004 AMONG VIACOM INC. VIACOM INTERNATIONAL INC. AND BLOCKBUSTER INC.
Initial Public Offering and Split-Off Agreement • June 18th, 2004 • Blockbuster Inc • Services-video tape rental • New York

AMENDED AND RESTATED INITIAL PUBLIC OFFERING AND SPLIT-OFF AGREEMENT (this “Agreement”) dated as of June 18, 2004, among Viacom Inc., a Delaware corporation (“Viacom”), Viacom International Inc., a Delaware corporation and a wholly owned subsidiary of Viacom (“Viacom International”), and Blockbuster Inc., a Delaware corporation and an indirect subsidiary of Viacom (“Blockbuster”). Certain capitalized terms used herein are defined in Article I of this Agreement.

AMENDED AND RESTATED TAX MATTERS AGREEMENT
Tax Matters Agreement • June 18th, 2004 • Blockbuster Inc • Services-video tape rental • New York

THIS AMENDED AND RESTATED TAX MATTERS AGREEMENT (the “Agreement”), dated as of June 18, 2004, is entered into between Viacom Inc., a Delaware corporation (“Viacom”), and Blockbuster Inc., a Delaware corporation (“Blockbuster”). This Agreement is effective as of the first day after the earlier of (i) the closing of any exchange offer by Viacom pursuant to an effective Form S-4 to exchange stock of Blockbuster for stock of Viacom or (ii) a distribution of stock of Blockbuster described in Section 355 of the Code (as defined below) (the “Effective Date”). Notwithstanding the preceding sentence, Sections 11(b)(iii) and 11(f) are effective as of the date of this Agreement.

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