Exhibit 99.1

NOTICE AND [PROPOSED] ORDER VOLUNTARILY DISMISSING THE

ACTION AS MOOT AND RETAINING JURISDICTION TO DETERMINE

PLAINTIFF’S COUNSEL’S APPLICATION FOR AN AWARD OF

ATTORNEYS’ FEES & REIMBURSEMENT OF EXPENSES

PLEASE TAKE NOTICE that pursuant to Delaware Court of Chancery Rules 41(a), 23(e), and 23.1(c), Plaintiff Gerald Lovoi (“Plaintiff”) hereby voluntarily dismisses without prejudice all claims as set forth in the above action (the “Action”), including the claims set forth in Plaintiff’s Verified Class Action Complaint, subject to approval of the Court. No compensation in any form has passed directly or indirectly from any of the defendants in the Action to Plaintiff or Plaintiff’s attorneys in this Action, and no promise to give any such compensation

has been made. Plaintiff requests that the Court retain jurisdiction of this Action solely for the purpose of adjudicating Plaintiff’s counsel’s anticipated application for an award of attorneys’ fees and reimbursement of expenses (the “Fee and Expense Application”) in connection with mooted claims asserted by Plaintiff in the Action.

IT IS HEREBY ORDERED THAT:

1. The Action is dismissed, and all claims asserted therein are dismissed without prejudice as to Plaintiff and without prejudice as to any actual or potential claims of any other members of the putative class.

2. Because no compensation in any form has passed directly or indirectly to Plaintiff or his attorneys in this Action and no promise to give any such compensation has been made, pursuant to Court of Chancery Rules 23(e) and 23.1(c), class and stockholder notice of this dismissal is not required.

3. The Court retains jurisdiction of this Action solely for the purpose of adjudicating the Fee and Expense Application in connection with mooted claims asserted by Plaintiff in the Action.

4. Plaintiff’s counsel will seek to meet and confer with Defendants’ counsel, and to present the Court with a schedule for briefing on Plaintiff’s Fee and Expense Application or inform the Court of any agreement otherwise.

5. This Order is entered without prejudice to any position, claim or defense any party may assert with respect to the Fee and Expense Application or any matter related thereto.    

Dated: February 26, 2021

APPROVED AND SO ORDERED this      day of          , 2021.

Exhibit 99.2

STIPULATION AND [PROPOSED] ORDER

WHEREAS, on November 16, 2020 Plaintiff filed the Verified Class Action Complaint (the “Complaint”) against ViacomCBS Inc. (the “Company”) and members of its board of directors, alleging that a provision of the Company’s bylaws “provide[d] the Company’s directors with the authority to remove other directors, contrary to Delaware law.” (the “Action”);

WHEREAS, on February 22, 2021, the Company’s board of directors approved an amendment to the bylaws, which mooted this Action;

WHEREAS, on March 2, 2021, the Court granted the Plaintiff’s proposed order dismissing the Action and retained jurisdiction solely for the purpose of considering an application by Plaintiff’s counsel for an award of a mootness fee if the parties were unable to reach agreement on a mootness fee (Dkt. 15);

WHEREAS, the Parties negotiated at arms’ length and resolved Plaintiff’s claim to entitlement to a mootness fee, with the Company agreeing, in the exercise of business judgment, to pay $120,000 for any and all attorneys’ fees and expenses (“Attorneys’ Fee”) to Plaintiff’s counsel, Cooch & Taylor, P.A.; Glancy Prongay & Murray LLP; and Werner Kranenburg (collectively, “Plaintiff’s Counsel”);

WHEREAS, the parties have conferred and agreed to a draft proposed Form 8-K notice, attached hereto as Exhibit A;

WHEREAS, Plaintiff’s Counsel, subject to the entry of this Stipulation and Order (“Order”) and payment of the Attorneys’ Fee, agree not to seek any fees or expenses in addition to the Attorneys’ Fee on behalf of any person; and

WHEREAS, the Court has not passed on the amount of the fee;

IT IS HEREBY STIPULATED AND AGREED, pursuant to Rules 23(e) and 41(a) of the Rules of the Court of Chancery, subject to the approval of the Court, that:

1. Following the entry of this Order, the Company shall file with the Securities and Exchange Commission (“SEC”) a Form 8-K in substantially the form attached hereto as Exhibit A informing the Company’s stockholders of the Action, its allegations, its resolution, and the fact and amount of agreement on a mootness fee (the “Notice”).

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2. No later than ten (10) calendar days after the Notice is filed with the SEC, the Company shall file with the Court an affidavit that the Notice has been made (the “Affidavit”) in accordance with paragraph 1 above.

3. Upon the filing of the Affidavit:

A. The Register in Chancery is directed to close the Action on the docket; and

B. The Court will no longer retain any jurisdiction over the Action.

        IT IS SO ORDERED this          day of             , 2021.

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