THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND
UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, TRANSFER, PLEDGE OR
HYPOTHECATION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN
COMPLIANCE WITH THE ACT AND SUCH LAWS.
NUMBER SHARES
R 1 *24,000,000*
SERIES A CUMULATIVE SEE REVERSE FOR CERTAIN
CONVERTIBLE PREFERRED STOCK DEFINITIONS AND A STATEMENT
PAR VALUE $0.01 PER SHARE AS TO THE RIGHTS,
PREFERENCES, PRIVILEGES AND
AND RESTRICTIONS OF SHARES
VIACOM
VIACOM INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This certifies that
BLOCKBUSTER ENTERTAINMENT CORPORATION
is the owner of Twenty-Four Million (24,000,000)----------------
FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES A
CUMULATIVE CONVERTIBLE PREFERRED STOCK OF VIACOM INC. (the
"Corporation"), transferable on the books of the Corporation in
person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed. This Certificate and the shares
represented hereby are issued and shall be held subject to all of
the provisions of the Restated Certificate of Incorporation, as
amended, the Certificate of Designation of the Series A
Cumulative Convertible Preferred Stock and the Bylaws, as
amended, of the Corporation, to all of which the holder by
acceptance hereof assents.
WITNESS the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Dated: October 22, 1993
VIACOM INC.
CORPORATE SEAL
1986 /s/ Frank J. Biondi, Jr. /s/ Philippe P. Dauman
------------------------ ------------------------
DELAWARE President Secretary
VIACOM INC.
THE CORPORATION WILL FURNISH WITHOUT CHARGE, TO EACH
STOCKHOLDER WHO SO REQUESTS, THE POWERS, DESIGNATIONS,
PREFERENCES AND RELATIVE, PARTICIPATING OPTIONAL OR OTHER SPECIAL
RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE
CORPORATION AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTION OF
SUCH PREFERENCES AND/OR RIGHTS.
RESTRICTIONS ON TRANSFER AND VOTING THE RESTATED CERTIFICATE
OF INCORPORATION, AS AMENDED, OF THE CORPORATION PROVIDES THAT,
SO LONG AS THE CORPORATION OR ANY OF ITS SUBSIDIARIES HOLDS ANY
AUTHORIZATION FROM THE FEDERAL COMMUNICATIONS COMMISSION (OR ANY
SUCCESSOR THERETO), IF THE CORPORATION HAS REASON TO BELIEVE THAT
THE OWNERSHIP, OR PROPOSED OWNERSHIP, OF SHARES OF CAPITAL STOCK
OF THE CORPORATION BY ANY STOCKHOLDER OR ANY PERSON PRESENTING
ANY SHARES OF CAPITAL STOCK OF THE CORPORATION FOR TRANSFER INTO
HIS NAME (A "PROPOSED TRANSFEREE") MAY BE INCONSISTENT WITH, OR
IN VIOLATION OF, ANY PROVISION OF THE FEDERAL COMMUNICATIONS LAWS
(AS HEREINAFTER DEFINED), SUCH STOCKHOLDER OR PROPOSED TRANSFEREE
UPON REQUEST OF THE CORPORATION, SHALL FURNISH PROMPTLY TO THE
CORPORATION SUCH INFORMATION (INCLUDING, WITHOUT LIMITATION,
INFORMATION WITH RESPECT TO CITIZENSHIP, OTHER OWNERSHIP
INTERESTS AND AFFILIATIONS) AS THE CORPORATION SHALL REASONABLY
REQUEST TO DETERMINE WHETHER THE OWNERSHIP OF, OR THE EXERCISE OF
ANY RIGHTS WITH RESPECT TO, SHARES OF CAPITAL STOCK OF THE
CORPORATION BY SUCH STOCKHOLDER OR PROPOSED TRANSFEREE IS
INCONSISTENT WITH, OR IN VIOLATION OF, THE FEDERAL COMMUNICATIONS
LAWS AS USED HEREIN. THE TERM "FEDERAL COMMUNICATIONS LAWS"
SHALL MEAN ANY LAW OF THE UNITED STATES NOW OR HEREAFTER IN
EFFECT (AND ANY REGULATION THEREUNDER) PERTAINING TO THE
OWNERSHIP OF OR THE EXERCISE OF RIGHTS OF OWNERSHIP WITH RESPECT
TO, CAPITAL STOCK OF CORPORATIONS HOLDING, DIRECTLY OR
INDIRECTLY, FEDERAL COMMUNICATIONS COMMISSION AUTHORIZATIONS,
INCLUDING, WITHOUT LIMITATION, THE COMMUNICATIONS ACT OF 1934 AS
AMENDED (THE "COMMUNICATIONS ACT"), AND REGULATIONS THEREUNDER
PERTAINING TO THE OWNERSHIP OR THE EXERCISE OF THE RIGHTS OF
OWNERSHIP OF CAPITAL STOCK OF CORPORATIONS HOLDING, DIRECTLY OR
INDIRECTLY, FEDERAL COMMUNICATIONS COMMISSION AUTHORIZATIONS BY
(i) ALIENS, AS DEFINED IN OR UNDER THE COMMUNICATIONS ACT, AS IT
MAY BE AMENDED FROM TIME TO TIME, (ii) PERSONS AND ENTITIES
HAVING INTERESTS IN TELEVISION OR RADIO STATIONS, DAILY
NEWSPAPERS AND CABLE TELEVISION SYSTEMS OR (iii) PERSONS OR
ENTITIES, UNILATERALLY OR OTHERWISE, SEEKING DIRECT OR INDIRECT
CONTROL OF THE CORPORATION, AS CONSTRUED UNDER THE COMMUNICATIONS
ACT, WITHOUT HAVING OBTAINED ANY REQUISITE PRIOR FEDERAL
REGULATORY APPROVAL OF SUCH CONTROL. IF ANY STOCKHOLDER OR
PROPOSED TRANSFEREE FROM WHOM INFORMATION IS REQUESTED AS
DESCRIBED ABOVE SHOULD FAIL TO RESPOND TO SUCH REQUEST OR THE
CORPORATION SHALL CONCLUDE THAT THE OWNERSHIP OF, OR THE EXERCISE
OF ANY RIGHTS OF OWNERSHIP WITH RESPECT TO, SHARES OF CAPITAL
STOCK OF THE CORPORATION BY SUCH STOCKHOLDER OR PROPOSED
TRANSFEREE COULD RESULT IN ANY INCONSISTENCY WITH, OR VIOLATION
OF, THE FEDERAL COMMUNICATIONS LAWS, THE CORPORATION MAY REFUSE
TO PERMIT THE TRANSFER OF SHARES OF CAPITAL STOCK OF THE
CORPORATION TO SUCH PROPOSED TRANSFEREE, OR MAY SUSPEND THOSE
RIGHTS OF STOCK OWNERSHIP THE EXERCISE OF WHICH WOULD RESULT IN
ANY INCONSISTENCY WITH, OR VIOLATION OF, THE FEDERAL
COMMUNICATIONS LAWS, SUCH REFUSAL OF TRANSFER OR SUSPENSION TO
REMAIN IN EFFECT UNTIL THE REQUESTED INFORMATION HAS BEEN
RECEIVED AND THE CORPORATION HAS DETERMINED THAT SUCH TRANSFER,
OR THE EXERCISE OF SUCH SUSPENDED RIGHTS, AS THE CASE MAY BE, IS
PERMISSIBLE UNDER THE FEDERAL COMMUNICATIONS LAWS, AND THE
CORPORATION MAY EXERCISE AND ALL APPROPRIATE REMEDIES AT LAW OR
IN EQUITY, IN ANY COURT OF COMPETENT JURISDICTION, AGAINST ANY
SUCH STOCKHOLDER OR PROPOSED TRANSFEREE WITH A VIEW TOWARDS
OBTAINING SUCH INFORMATION OR PREVENTING OR CURING ANY SITUATION
WHICH WOULD CAUSE ANY INCONSISTENCY WITH, OR VIOLATION OF, ANY
PROVISION OF THE FEDERAL COMMUNICATIONS LAWS AS USED HEREIN. THE
WORD "PERSON" SHALL INCLUDE NOT ONLY NATURAL PERSONS BUT
PARTNERSHIPS, ASSOCIATIONS, CORPORATIONS, JOINT VENTURES AND
OTHER ENTITIES, AND THE WORD "REGULATION" SHALL INCLUDE NOT ONLY
REGULATIONS BUT RULES, PUBLISHED POLICIES AND PUBLISHED
CONTROLLING INTERPRETATIONS BY AN ADMINISTRATIVE AGENCY OR BODY
EMPOWERED TO ADMINISTER A STATUTORY PROVISION OF THE FEDERAL
COMMUNICATIONS LAWS.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ..................Custodian..................
(Cust) (Minor)
under Uniform Gifts to Minors
Act.......................
(State)
Additional abbreviations may also be used through not in the
above list.
For value received..........hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
...................
---------------------------------------------
.................................................................
Please print or typewrite name and address including postal zip
code of assignee
.................................................................
...........................................................Shares
of the capital stock represented by the within Certificate, and
do
hereby irrevocably constitute and appoint........................
.................................................................
Attorney to transfer the said stock on the books of the within-
named Corporation with full power of substitution in the
premises.
Notice: The signature to this assignment must correspond with
the name as written upon the face of the Certificate, in every
particular, without alteration or enlargement or any change
whatever.
Dated.....................................