X0202 4 2008-02-21 0 0001015789 PROELITE, INC. PELE 0000813828 CBS CORP 51 WEST 52ND STREET NEW YORK NY 10019 0 0 1 0 0001398411 Showtime Networks Inc. C/O CBS CORPORATION 51 WEST 52ND STREET NEW YORK NY 10019 0 0 1 0 0001023421 CBS Operations Inc. C/O CBS CORPORATION 51 WEST 52ND STREET NEW YORK NY 10019 0 0 1 0 0001140175 NAIRI INC 200 ELM STREET DEDHAM MA 02026 0 0 1 0 0000913264 NATIONAL AMUSEMENTS INC /MD/ 200 ELM STREET DEDHAM MA 02026 0 0 1 0 0001204726 REDSTONE SUMNER M C/O CBS CORPORATION 51 WEST 52ND STREET NEW YORK NY 10019 0 0 1 0 Common Stock 2008-02-21 4 X 0 1666667 2.00 A 6666668 I Indirect Common Stock 2008-02-21 4 X 0 333333 2.00 A 7000001 I Indirect Warrant 2.00 2008-02-21 4 X 0 333333 D 2014-01-03 Common Stock 333333 2166667 I Indirect Warrant No. 2 2.00 2008-02-21 4 X 0 1666667 D 2010-01-03 Common Stock 1666667 0 I Indirect Warrant No. 4 2.00 2008-02-21 4 J 0 2000000 A 2013-02-21 Common Stock 2000000 2000000 I Indirect Warrant No. 5 2.00 2008-02-21 4 J 0 2000000 A Common Stock 2000000 2000000 I Indirect The Common Stock and the Warrants are held by Showtime Networks Inc. (SNI), a wholly-owned subsidiary of CBS Operations Inc., which in turn is a wholly-owned subsidiary of CBS Corporation, and may also be deemed to be beneficially owned by (a) NAIRI, Inc. (NAIRI), which owns approximately 79% of CBS Corporation's voting stock, (b) NAIRI's parent corporation, National Amusements, Inc. ("NAI"), and (c) Sumner M. Redstone, who is the controlling stockholder of NAI. Current This Warrant was received as consideration for entering into a certain agreement between the Issuer and SNI dated November 8, 2006. This Warrant was received as consideration for entering into a certain agreement dated February 21, 2008 between the Issuer and CBS Entertainment. This Warrant vests in four equal tranches upon the exhibition of certain programming. Each tranche of this Warrant shall expire 60 months from the vesting date of such tranche. By: Angeline C. Straka, SVP and Secretary 2008-02-25 By: Angeline C. Straka, SVP and Secretary 2008-02-25 By: Angeline C. Straka, SVP and Secretary 2008-02-25 By: Sumner M. Redstone, Chairman & President 2008-02-25 By: Sumner M. Redstone, Chairman & CEO 2008-02-25 /s/ Redstone, Sumner M. 2008-02-25