VIACOM INC. Class B Common Stock Underwriting AgreementViacom Inc. • October 20th, 2009 • Cable & other pay television services • New York
National Amusements, Inc., a Maryland corporation (“NAI”), proposes to cause NAIRI, Inc., a Delaware corporation and a wholly-owned subsidiary of NAI (the “Selling Stockholder”), to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters,” which term shall include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Citigroup Global Markets Inc. is acting as representative (the “Representative”), and the Underwriters, severally and not jointly, on the terms set forth herein, propose to purchase the number of shares (the “Firm Shares”) of Class B Common Stock, $0.001 par value (the “Class B Common Stock”) of Viacom Inc., a Delaware corporation (the “Company”), set forth in Schedule 1 hereto under the caption “Number of Firm Shares to be Purchased.” NAI also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Class B Common Stock set forth on Schedule 1 hereto under the caption “Maximu
