0001193125-04-129215 Sample Contracts

August 1, 2004
Employment Agreement • August 2nd, 2004 • Sportsline Com Inc • Services-computer processing & data preparation

Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 1, 2004, among SportsLine.com, Inc. (“SportsLine” or the “Company”), Viacom Inc. (“Viacom”) and Stargate Acquisition Corp. Two. Capitalized terms used in this letter and not otherwise defined shall have the meaning set forth in the Merger Agreement.

Sample 1Sample 2
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August 1, 2004
Employment Agreement • August 2nd, 2004 • Sportsline Com Inc • Services-computer processing & data preparation

Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 1, 2004, among SportsLine.com, Inc. (“SportsLine” or the “Company”), Viacom Inc. (“Viacom”) and Stargate Acquisition Corp. Two. Capitalized terms used in this letter and not otherwise defined shall have the meaning set forth in the Merger Agreement.

Sample 1
AGREEMENT AND PLAN OF MERGER dated as of August 1, 2004 among SPORTSLINE.COM, INC. VIACOM INC. and STARGATE ACQUISITION CORP. TWO
Merger Agreement • August 2nd, 2004 • Sportsline Com Inc • Services-computer processing & data preparation • Delaware

AGREEMENT AND PLAN OF MERGER dated as of August 1, 2004 among SPORTSLINE.COM, INC., a Delaware corporation (the “Company”), VIACOM INC., a Delaware corporation (“Parent”), and STARGATE ACQUISITION CORP. TWO, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Subsidiary”).

Sample 1
VOTING AND IRREVOCABLE PROXY AGREEMENT
Voting and Irrevocable Proxy Agreement • August 2nd, 2004 • Sportsline Com Inc • Services-computer processing & data preparation • Delaware

VOTING AND IRREVOCABLE PROXY AGREEMENT dated as of August 1, 2004 (this “Agreement”) between [MICHAEL LEVY] [MARK J. MARIANI] [KENNETH W. SANDERS] (the “Stockholder”) and VIACOM INC., a Delaware corporation (“Parent”).

Sample 1
August 1, 2004
Agreement and Plan of Merger • August 2nd, 2004 • Sportsline Com Inc • Services-computer processing & data preparation
Sample 1
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