VIACOMCBS INC. Underwriting AgreementExecution Version • March 26th, 2021 • ViacomCBS Inc. • Television broadcasting stations • New York
ViacomCBS Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters,” which term shall include any underwriter substituted hereinafter as provided in Section 13 hereof), for whom you are acting as representatives (the “Representatives”), the number of shares (the “Firm Shares”) of 5.75% Series A Mandatory Convertible Preferred Stock, $0.001 par value per share, with a liquidation preference of $100.00 per share (the “Mandatory Convertible Preferred Stock”) of the Company, set forth in Schedule 1 hereto under the caption “Number of Firm Shares to be Purchased.” The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Mandatory Convertible Preferred Stock, solely to cover over-allotments, if any as set forth on Schedule 1 hereto under the caption “Maximum Number of Option Shares to be Purchased” (the “Option Shares” and collectively with t
VIACOMCBS INC. Class B Common Stock Underwriting AgreementUnderwriting Agreement • March 26th, 2021 • ViacomCBS Inc. • Television broadcasting stations • New York
ViacomCBS Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters,” which term shall include any underwriter substituted hereinafter as provided in Section 13 hereof), for whom you are acting as representatives (the “Representatives”), the number of shares (the “Firm Shares”) of Class B Common Stock, $0.001 par value (the “Class B Common Stock”) of the Company, set forth in Schedule 1 hereto under the caption “Number of Firm Shares to be Purchased.” The Company 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 “Maximum Number of Option Shares to be Purchased” (the “Option Shares” and collectively with the Firm Shares, if any, the “Shares”).
