Exhibit 10.1

TAX MATTERS AGREEMENT

by and between

CBS CORPORATION

and

CBS OUTDOOR AMERICAS INC.

dated as of

April 2, 2014

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TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “ Agreement ”) is entered into as of April 2, 2014, by and among CBS Corporation., a Delaware corporation (“ CBS ”), and CBS Outdoor Americas Inc. a Maryland corporation and an indirect wholly owned subsidiary of CBS (“ Outdoor Americas ”) (CBS and Outdoor Americas are sometimes collectively referred to herein as the “ Companies ” and, as the context requires, individually referred to herein as the “ Company ”).

RECITALS

WHEREAS, CBS presently indirectly owns 100% of Outdoor Americas;

WHEREAS, pursuant to the Plan of Reorganization (as defined below), CBS Radio Media, a Delaware corporation and an indirect wholly owned subsidiary of CBS (“ Radio Media ”) transferred the stock or other equity interests of certain of CBS’s Affiliates (as defined below) that own Outdoor Americas Business (as defined below) assets and/or are dedicated to the Outdoor Americas Business to Outdoor Americas in exchange for Outdoor Americas Common Stock (as defined below) and the Cash Payment (as defined below) (the “ Contribution ”);

WHEREAS, as of the Contribution, Radio Media presently owns all of the outstanding shares of Outdoor Americas Common Stock;

WHEREAS, Outdoor Americas intends to issue shares of Outdoor Americas Common Stock in an IPO (as defined below), immediately following which Radio Media will own 80% or more of the outstanding shares of Outdoor Americas Common Stock;

WHEREAS, after the IPO, CBS intends to (i) cause Radio Media to distribute the Outdoor Americas Common Stock held directly by Radio Media to its sole shareholder pursuant to the Plan of Reorganization (the “ Radio Media Distribution ”), (ii) following the Radio Media Distribution, cause certain of its Subsidiaries to transfer the Outdoor Americas Common Stock held indirectly by CBS to CBS through a series of internal distributions (each such distribution and the Radio Media Distribution, collectively, the “ Internal Spin-Offs ”) and (iii) following the last Internal Spin-Off, transfer the Outdoor Americas Common Stock held directly by CBS to its shareholders in the Split-Off (as defined below);

WHEREAS, CBS intends to effect the Split-Off by (i) consummating an offer to exchange shares of Outdoor Americas Common Stock owned by CBS for shares of CBS Common Stock then outstanding and (ii) in the event that holders of CBS Common Stock subscribe for less than all of the shares of Outdoor Americas Common Stock owned by CBS in such exchange offer, by (a) offering the remaining shares of Outdoor Americas Common Stock owned by CBS in one or more subsequent exchange offers and/or (b) distributing the remaining shares of Outdoor Americas Common Stock owned by CBS on a pro rata basis to holders of CBS Common Stock whose shares of CBS Common Stock remain outstanding after consummation of the exchange offer(s);

WHEREAS, the Parties intend that, for U.S. federal income Tax purposes, the Contribution and the Radio Media Distribution (if effected), taken together, will qualify as a Tax-free “reorganization” pursuant to Sections 368(a)(1)(D) and 355 of the Code (as defined below);

WHEREAS, the Parties intend that, for U.S. federal income Tax purposes, each of the Internal Spin-Offs (other than the Radio Media Distribution), if effected, will qualify as a Tax-free transaction under Section 355 of the Code;

WHEREAS, the Parties intend that, for U.S. federal income Tax purposes, the Split-Off, if effected, will qualify as a Tax-free transaction under Section 355 of the Code;

WHEREAS, the parties desire to provide for and agree upon the allocation between the parties of liabilities for certain Taxes arising prior to, at the time of, and subsequent to the IPO, and to provide for and agree upon other matters relating to Taxes;

NOW THEREFORE, in consideration of the mutual agreements contained herein, the parties hereby agree as follows:

Article 1. Definition of Terms. For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings, and capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Separation Agreement:

“ Active Trade or Business ” means, with respect to each of CBS and Outdoor Americas and the members of their respective Groups, the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) of the trades or businesses relied upon in the Tax Opinions/Rulings to satisfy Section 355(b) of the Code as conducted immediately prior to the IPO, or, in connection with a Separation Transaction with respect to which no rulings were requested from the IRS intended to qualify, for U.S. federal income tax purposes, as a Tax-free transaction under Section 355 of the Code, as conducted immediately prior to such Separation Transaction.

“ Adjustment Request ” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on a Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for a Tax Benefit with respect to Taxes previously paid.

“ Affiliate ” has the meaning set forth in the Separation Agreement.

“ Agreement ” means this Tax Matters Agreement.

“ Business Day ” has the meaning set forth in the Separation Agreement.

“ Canadian Income Tax ” means any Tax imposed by Canada, or by any province or political subdivision thereof, which is an income Tax as defined in Treasury Regulation Section 1.901-2.

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“ Cash Payment ” has the meaning set forth in the Plan of Reorganization.

“ CBS ” has the meaning provided in the first sentence of this Agreement.

“ CBS Affiliated Group ” means the affiliated group (as that term is defined in Section 1504 of the Code and the Treasury Regulations thereunder) of which CBS is the common parent.

“ CBS Federal Consolidated Income Tax Return ” means any United States federal Income Tax Return for the CBS Affiliated Group.

“ CBS Group ” means CBS and its Subsidiaries, excluding any entity that is a member of the Outdoor Americas Group as determined immediately after the IPO.

“ CBS Indemnified Party ” means any officer, director or employee of CBS or any of its Affiliates.

“ CBS Separate Return ” means any Tax Return of or including any member of the CBS Group (including any consolidated, combined or unitary Tax Return that does not include any member of the Outdoor Americas Group).

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

“ Companies ” and “ Company ” have the meaning provided in the first sentence of this Agreement.

“ Contribution ” has the meaning provided in the Recitals.

“ Controlled Company ” means any company the stock of which is distributed pursuant to any of the Distributions.

“ Controlling Party ” has the meaning set forth in Section 9.02(c) of this Agreement.

“ Deconsolidation Date ” means the last date on which Outdoor Americas qualifies as a member of the CBS Affiliated Group.

“ Dispute ” has the meaning set forth in Article 13 of this Agreement.

“ Distributions ” refers, collectively, to steps 9, 10, 13, and 20-25 of the Separation Plan.

“ Distributing Company ” means any company that distributes the stock of another company pursuant to any of the Distributions.

“ Employment Tax ” means any tax and any interest, penalty, additions to tax, or additional amounts with respect thereto the liability or responsibility for which is allocated pursuant to Article IX of the Separation Agreement.

“ Federal Income Tax ” means any Tax imposed by Subtitle A of the Code.

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“ Fifty-Percent or Greater Interest ” has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code and the Treasury Regulations thereunder.

“ Filing Date ” has the meaning set forth in Section 6.05 of this Agreement.

“ Final Determination ” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (i) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a State, local, or foreign taxing jurisdiction, except that a Form 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for a Tax Benefit or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (iii) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a State, local, or foreign taxing jurisdiction; or (iv) by any other final disposition, including by reason of the expiration of the applicable statute of limitations or by mutual agreement of the parties.

“ Final Distribution Date ” has the meaning set forth in Section 6.01(c) of this Agreement.

“ Foreign Income Tax ” means any Tax imposed by any foreign country other than Canada and by any political subdivision of any foreign country other than Canada, which Tax is an income tax as defined in Treasury Regulation Section 1.901-2.

“ Foreign Other Tax ” means any Tax imposed by any foreign country and by any political subdivision of any foreign country other than any Foreign Income Tax or Canadian Income Tax.

“ Governmental Authority ” has the meaning set forth in the Separation Agreement.

“ Group ” means the CBS Group or the Outdoor Americas Group, or both, as the context requires.

“ Income Tax ” means any Tax that is a Canadian Income Tax, a Federal Income Tax, a Foreign Income Tax or a State Income Tax.

“ Indemnitee ” has the meaning set forth in Section 12.02 of this Agreement.

“ Indemnitor ” has the meaning set forth in Section 12.02 of this Agreement.

“ IPO ” has the meaning set forth in the Separation Agreement.

“ IPO Closing Date ” means the date on which the proceeds of any sale of Outdoor Americas Common Stock to the Underwriters are received, or such other time as is determined by CBS.

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“ IRS ” means the United States Internal Revenue Service.

“ Joint Return ” means any Tax Return that actually includes, by election or otherwise, or is required to include under applicable Law, one or more members of the CBS Group together with one or more members of the Outdoor Americas Group.

“ Non-Controlling Party ” has the meaning set forth in Section 9.02(c) of this Agreement.

“ Notified Action ” has the meaning set forth in Section 6.03(a) of this Agreement.

“ Outdoor Americas ” has the meaning provided in the first sentence of this Agreement.

“ Outdoor Americas Business ” has the meaning set forth in the Separation Agreement.

“ Outdoor Americas Capital Stock ” means all classes or series of capital stock of Outdoor Americas (or any entity treated as a successor to Outdoor Americas), including (i) the Outdoor Americas Common Stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments treated as stock in Outdoor Americas (or any entity treated as a successor to Outdoor Americas) for U.S. federal income tax purposes.

“ Outdoor Americas Carryback ” means any net operating loss, net capital loss, excess tax credit, or other similar Tax item of any member of the Outdoor Americas Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

“ Outdoor Americas Common Stock ” has the meaning set forth in the Separation Agreement.

“ Outdoor Americas Entity ” means an entity which is a member of the Outdoor Americas Group.

“ Outdoor Americas Group ” means (i) Outdoor Americas and its Subsidiaries, as well as (ii) any entity which (A) was an Affiliate of CBS or an Affiliate of a member of the Outdoor Americas Group, (B) conducted solely or predominantly the Outdoor Americas Business, and (C) is no longer an Affiliate of CBS as of the IPO.

“ Outdoor Americas Indemnified Party ” means any officer, director or employee of Outdoor Americas or any of its Affiliates.

“ Outdoor Americas Separate Return ” means any Tax Return of or including any member of the Outdoor Americas Group (including any consolidated, combined or unitary Tax Return) that does not include any member of the CBS Group.

“ Past Practices ” has the meaning set forth in Section 3.03(a) of this Agreement.

“ Payment Date ” means (i) with respect to any CBS Federal Consolidated Income Tax Return, (A) the due date for any required installment of estimated Taxes determined under Section 6655 of the Code, (B) the due date (determined without regard to extensions) for filing such Tax Return determined under Section 6072 of the Code, or (C) the date such Tax Return is filed, as the case may be, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

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“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. federal income tax purposes.

“ Plan of Reorganization ” has the meaning set forth in the Separation Agreement.

“ Post-Distribution Ruling ” has the meaning set forth in Section 6.01(d)(vi) of this Agreement.

“ Post-IPO Period ” means any Tax Period beginning after the IPO Closing Date and, in the case of any Straddle Period, the portion of such Straddle Period beginning after the IPO Closing Date.

“ Pre-IPO Period ” means any Tax Period ending on or before the IPO Closing Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the IPO Closing Date.

“ Pre-Deconsolidation Period ” means any Tax Period ending on or before the Deconsolidation Date and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Deconsolidation Date.

“ Preliminary Tax Advisor ” has the meaning set forth in Section 13.03 of this Agreement.

“ Prime Rate ” means the base rate on corporate loans charged by Citibank, N.A. from time to time, compounded daily on the basis of a year of 365 or 366 (as applicable) days and actual days elapsed.

“ Privilege ” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“ Proposed Acquisition Transaction ” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulation Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by Outdoor Americas management or shareholders, is a hostile acquisition, or otherwise, as a result of which Outdoor Americas would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from Outdoor Americas and/or one or more holders of outstanding shares of Outdoor Americas Capital Stock, a number of shares of Outdoor Americas Capital Stock that would, when combined with any other changes in ownership of Outdoor Americas

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Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise a 40% or greater interest in Outdoor Americas (i) by value, as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) by vote, as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by Outdoor Americas of a shareholder rights plan or (ii) issuances by Outdoor Americas that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer), in each case, of Treasury Regulation Section 1.355-7(d), or (iii) transfers of Outdoor Americas Capital Stock that satisfy Safe Harbor VII (relating to public trading) of Treasury Regulation Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. For purposes of this definition, each reference to Outdoor Americas shall include a reference to any entity treated as a successor thereto. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute, Treasury Regulations promulgated under Section 355(e) of the Code or official IRS guidance with respect thereto shall be incorporated in this definition and its interpretation.

“ Radio Media Distribution ” has the meaning provided in the Recitals.

“ Refund ” shall mean any Tax Benefit, but only to the extent such Tax Benefit is actually realized in cash or as a reduction to Taxes otherwise payable by the relevant party, together with any interest paid on or with respect to such Tax Benefit; provided , however , that the amount of any Tax Benefit shall be net of any Taxes imposed by any Taxing Authority on the receipt of the Tax Benefit, including any Taxes imposed by way of withholding or offset.

“ Representation Letters ” means the statements of facts and representations, officer’s certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered by CBS, Outdoor Americas or any of their respective Affiliates or representatives in connection with the rendering by Tax Advisors, and/or the issuance by the IRS or other Tax Authority, of the Tax Opinions/Rulings.

“ Responsible Company ” means, with respect to any Tax Return, the Company required to prepare and file such Tax Return under this Agreement.

“ Retention Date ” has the meaning set forth in Section 8.01 of this Agreement.

“ Ruling Request ” means any letter filed by CBS with the IRS or other Tax Authority requesting a ruling regarding certain tax consequences of any of the Separation Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendments or supplements to such ruling request letter.

“ Separate Return ” means a CBS Separate Return or an Outdoor Americas Separate Return, as the case may be.

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“ Separation Agreement ” means the Master Separation Agreement, as amended from time to time, by and among CBS and Outdoor Americas dated April 2, 2014.

“ Separation Plan ” means the Step Plan dated April 2, 2014, attached hereto as Exhibit A.

“ Separation Transactions ” means those transactions undertaken by the Companies and their Affiliates pursuant to the Separation Plan to separate ownership of the Outdoor Americas Business from CBS.

“ Separation Tax Losses ” means (i) all Taxes imposed pursuant to (or any reduction to a Refund resulting from) any Final Determination or otherwise; (ii) all third party accounting, legal and other professional fees and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes; and (iii) all third party costs, expenses and damages associated with any stockholder litigation or other controversy and any amount paid by CBS (or any CBS Affiliate) or Outdoor Americas (or any Outdoor Americas Affiliate) in respect of any liability of or to shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from (x) the failure of the Contribution and the Distributions to have Tax-Free Status; (y) the failure of a Separation Transaction to have the tax treatment described in the Tax Opinions/Rulings (or, if not so described in the Tax Opinions/Rulings, in the Separation Plan) or to qualify as tax-free to the extent that tax-free treatment was intended; or (z) the failure of related transactions that would not have occurred had the IPO or Split-Off not occurred to qualify as tax-free to the extent that tax-free treatment was intended.

“ Split-Off ” has the meaning set forth in the Separation Agreement.

“ Split-Off Date ” has the meaning set forth in the Separation Agreement.

“ State Income Tax ” means any Tax imposed by any State of the United States or by any political subdivision of any such State which is imposed on or measured by income, including state or local franchise or similar Taxes measured by income, as well as any state or local franchise, capital or similar Taxes imposed in lieu of or in addition to a tax imposed on or measured by income.

“ State Other Tax ” means any Tax imposed by any State of the United States or by any political subdivision of any such State other than any State Income Tax.

“ Straddle Period ” means, as context requires, any Tax Period that begins before and ends after the IPO Closing Date or any Tax Period that begins before and ends after the Deconsolidation Date.

“ Tax ” or “ Taxes ” means, other than Employment Taxes, any taxes, fees, assessments, duties or other similar charges imposed by any Tax Authority, including without limitation, income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, alternative minimum, estimated or other tax (including any fee, assessment, duty, or other charge in the nature of or in lieu of any tax), and any interest, penalty, additions to tax, or additional amounts in respect of the foregoing. For the avoidance of doubt, Tax includes any increase in Tax as a result of a Final Determination.

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“ Tax Advisor ” means tax counsel of recognized national standing.

“ Tax Attribute ” means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit, research and development credit or any other Tax Item that could reduce a Tax or create a Tax Benefit.

“ Tax Authority ” means any Governmental Authority imposing any Tax, charged with the collection of Taxes or otherwise having jurisdiction with respect to any Tax.

“ Tax Benefit ” means any refund, reimbursement, offset, credit, or other reduction in liability for Taxes.

“ Tax Contest ” means an audit, review, examination, or any other administrative or judicial proceeding with respect to Taxes (including any administrative or judicial review of any claim for any Tax Benefit with respect to Taxes previously paid).

“ Tax Control ” means the definition of “control” set forth in Section 368(c) of the Code (or in any successor statute or provision), as such definition may be amended from time to time.

“ Tax-Free Status ” means the qualification of (i) the Contribution and the Radio Media Distribution, taken together, as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, (ii) each of the Distributions (other than the Radio Media Distribution) as a transaction described in Section 355(a) of the Code; (iii) the Distributions as transactions in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c) and 361(c) of the Code (and neither Section 355(d) or 355(e) of the Code cause such stock to be treated as other than “qualified property” for any purposes), (iii) the Contribution and the Distributions as transactions in which the Distributing Companies, the Controlled Companies and the shareholders of CBS, as applicable, recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355, 361 and/or 1032 of the Code, as applicable, other than, in the case of CBS (or any other member of the CBS Group) and Outdoor Americas (or any other member of the Outdoor Americas Group), intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

“ Tax Item ” means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

“ Tax Law ” means the law of any governmental entity or political subdivision thereof relating to any Tax.

“ Tax Opinions/Rulings ” means the opinions of Tax Advisors and/or the rulings by the IRS or other Tax Authorities delivered to CBS in connection with the Contribution and the Distributions or otherwise with respect to the Separation Transactions.

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“ Tax Period ” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“ Tax Records ” means any (i) Tax Returns, (ii) Tax Return work papers, (iii) documentation relating to Tax Contests, and (iv) other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) maintained or required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority, in each case filed or required to be filed with respect to or otherwise relating to Taxes.

“ Tax Return ” or “ Return ” means any report of Taxes due, any claim for a Tax Benefit, any information return or estimated Tax return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“ Treasury Regulations ” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“ Underwriters ” has the meaning set forth in the Separation Agreement.

“ Unqualified Tax Opinion ” means an unqualified “will” opinion of a Tax Advisor, which Tax Advisor is acceptable to CBS, and on which CBS may rely to the effect that (a) a transaction will not affect the Tax-Free Status and (b) will not adversely affect any of the conclusions set forth in the Tax Opinions/Rulings. Any such opinion must assume that the Contribution and the Distributions would have qualified for Tax-Free Status if the transaction in question did not occur.

Article 2. Responsibility for Tax Liabilities.

Section 2.01 General Rule .

(a) CBS Liability . CBS shall be liable for, and shall indemnify, defend, and hold harmless the Outdoor Americas Group and any Outdoor Americas Indemnified Party from and against any liability for, Taxes for which CBS is responsible under this Article 2 .

(b) Outdoor Americas Liability . Outdoor Americas shall be liable for, and shall indemnify, defend, and hold harmless the CBS Group and any CBS Indemnified Party from and against any liability for, Taxes for which Outdoor Americas is responsible under this Article 2 .

Section 2.02 Federal Income Taxes and Canadian Income Taxes . Except as provided in Section 2.05 , Section 2.07 and/or Section 2.08 , CBS and Outdoor Americas shall be responsible for Federal Income Taxes and Canadian Income Taxes as follows:

(a) Joint Returns

(i) Joint Returns for Pre-IPO Periods . With respect to any Joint Return, CBS shall be responsible for all Federal Income Taxes and Canadian Income Taxes due with respect or attributable to or required to be reported on any such Joint Return for any Pre-IPO Period.

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(ii) Joint Returns for Post-IPO Periods .

(A) Outdoor Americas shall be responsible for all Federal Income Taxes and Canadian Income Taxes due with respect or attributable to or required to be reported on any Joint Return for any Post-IPO Period which Taxes are attributable to the Outdoor Americas Group or the Outdoor Americas Business, as determined pursuant to Section 2.06 .

(B) CBS shall be responsible for all Federal Income Taxes and Canadian Income Taxes due with respect or attributable to or required to be reported on any Joint Return for any Post-IPO Period other than those Federal Income Taxes and Canadian Income Taxes described in Section 2.02(a)(ii)(A) .

(b) Separate Returns .

(i) CBS shall be responsible for all Federal Income Taxes due with respect or attributable to or required to be reported on any CBS Separate Return for any Tax Period.

(ii) Outdoor Americas shall be responsible for all Federal Income Taxes and Canadian Income Taxes due with respect or attributable to or required to be reported on any Outdoor Separate Return for any Tax Period.

Section 2.03 State Income Taxes and State Other Taxes . Except as provided in Section 2.05 , Section 2.07 and/or Section 2.08 , CBS and Outdoor Americas shall be responsible for State Income Tax and State Other Tax as follows:

(a) State Income Taxes Relating to Joint Return

(i) Pre-IPO Periods . CBS shall be responsible for all State Income Taxes due with respect or attributable to or required to be reported on any Joint Return for all Pre-IPO Periods.

(ii) Post-IPO Periods .

(A) Outdoor Americas shall be responsible for all State Income Taxes due with respect or attributable to or required to be reported on any Joint Return for any Post-IPO Period which Taxes are attributable to the Outdoor Americas Group or the Outdoor Americas Business, as determined pursuant to Section 2.06 .

(B) CBS shall be responsible for all State Income Taxes due with respect to or required to be reported on any Joint Return for any Post-IPO Period other than those State Income Taxes described in Section 2.03(a)(ii)(A) .

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(b) State Income Taxes Relating to Separate Returns .

(i) CBS shall be responsible for all State Income Taxes due with respect or attributable to or required to be reported on any CBS Separate Return for any Tax Period.

(ii) Outdoor Americas shall be responsible for all State Income Taxes due with respect or attributable to or required to be reported on any Outdoor Americas Separate Return for any Tax Period.

(c) State Other Taxes Relating to Joint Returns .

(i) Pre-IPO Periods . CBS shall be responsible for all State Other Taxes due with respect or attributable to or required to be reported on any Joint Return for all Pre-IPO Periods.

(ii) Post-IPO Periods .

(A) Outdoor Americas shall be responsible for all State Other Taxes due with respect or attributable to or required to be reported on any Joint Return for any Post-IPO Period which Taxes are attributable to the Outdoor Americas Group or the Outdoor Americas Business.

(B) CBS shall be responsible for all State Other Taxes due with respect or attributable to or required to be reported on any Joint Return for any Post-IPO Period other than those State Other Taxes described in Section 2.03(c)(ii)(A) .

(d) State Other Tax Relating to Separate Returns .

(i) Outdoor Americas shall be responsible for all State Other Taxes due with respect or attributable to or required to be reported on any Outdoor Americas Separate Return for any Tax Period.

(ii) CBS shall be responsible for all State Other Taxes due with respect or attributable to or required to be reported on any CBS Separate Return for any Tax Period.

Section 2.04 Foreign Income Taxes and Foreign Other Taxes . Except as provided in Section 2.05 , Section 2.07 and/or Section 2.08 , CBS and Outdoor Americas shall be responsible for Foreign Income Tax and Foreign Other Tax as follows:

(a) Foreign Income Tax Relating to Joint Returns

(i) Pre-IPO Periods . CBS shall be responsible for all Foreign Income Taxes due with respect or attributable to or required to be reported on any Joint Return for all Pre-IPO Periods.

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(ii) Post-IPO Periods .

(A) Outdoor Americas shall be responsible for all Foreign Income Taxes due with respect or attributable to or required to be reported on any Joint Return for any Post-IPO Period which Taxes are attributable to the Outdoor Americas Group or the Outdoor Americas Business, as determined pursuant to Section 2.06 .

(B) CBS shall be responsible for all Foreign Income Taxes due with respect or attributable to or required to be reported on any Joint Return for any Post-IPO Period other than those Foreign Income Taxes described in Section 2.04(a)(ii)(A) .

(b) Foreign Income Taxes Relating to Separate Returns .

(i) Outdoor Americas shall be responsible for all Foreign Income Taxes due with respect or attributable to or required to be reported on any Outdoor Americas Separate Return for any Tax Period, including any Foreign Income Tax of Outdoor Americas or any member of the Outdoor Americas Group imposed or collected by way of withholding by a member of the CBS Group.

(ii) CBS shall be responsible for all Foreign Income Taxes due with respect or attributable to or required to be reported on any CBS Separate Return for any Tax Period.

(c) Foreign Other Taxes Relating to Joint Returns .

(i) Pre-IPO Periods . CBS shall be responsible for all Foreign Other Taxes due with respect or attributable to or required to be reported on any Joint Return for all Pre-IPO Periods.

(ii) Post-IPO Periods .

(A) Outdoor Americas shall be responsible for all Foreign Other Taxes due with respect or attributable to or required to be reported on any Joint Return for any Post-IPO Period which Taxes are attributable to the Outdoor Americas Group or the Outdoor Americas Business.

(B) CBS shall be responsible for all State Other Taxes due with respect or attributable to or required to be reported on any Joint Return for any Post-IPO Period other than those Foreign Other Taxes described in Section 2.03(c)(ii)(A) .

(d) Foreign Other Tax Relating to Separate Returns .

(i) Outdoor Americas shall be responsible for all Foreign Other Taxes due with respect or attributable to or required to be reported on any Outdoor Americas Separate Return for any Tax Period.

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(ii) CBS shall be responsible for all Foreign Other Taxes due with respect or attributable to or required to be reported on any CBS Separate Return for any Tax Period.

Section 2.05 Certain Employment and Other Taxes .

(a) Employment Taxes . Notwithstanding anything contained herein to the contrary, this Agreement shall not apply with respect to Employment Taxes. Responsibility for Employment Taxes shall be determined as provided in Article IX of the Separation Agreement.

Section 2.06 Determination of Tax Attributable to the Outdoor Americas Group or the Outdoor Americas Business in respect of any Joint Return .

(a) United States Federal Income Tax . For purposes of this Agreement, the amount of Federal Income Taxes attributable to the Outdoor Americas Group or the Outdoor Americas Business with respect to any Joint Return shall be as determined by CBS in good faith (except as otherwise provided in Section 2.06(e) ) on a pro forma U.S. federal consolidated return of the Outdoor Americas Group (of which Outdoor America is the common parent) for any Tax Period or relevant portion thereof beginning after the IPO Closing Date and ending on (and including) or before the Deconsolidation Date prepared:

(i) assuming that the members of the Outdoor Americas Group were not members of the CBS Affiliated Group;

(ii) except as provided in subsection (iv) of this Section 2.06(a) , using the same elections, accounting methods and conventions used on the CBS Federal Consolidated Income Tax Return for such period, to the extent applicable;

(iii) applying the highest statutory marginal corporate income Tax rate in effect for such taxable period; and

(iv) assuming that the Outdoor Americas Group elects not to or cannot carry back any Tax Attribute without the express written consent of CBS received pursuant to Section 3.05 ; provided , however , that for purposes of Sections 2.06(b) , 2.06(c) , 2.06(d) , if a Tax Attribute is required under applicable law to be carried back, then such carryback shall be taken into account but only to the extent that CBS actually realizes a Tax Benefit; and

(v) assuming that the Outdoor Americas Group’s utilization of any Tax Attribute carryforward is limited to the Tax Attributes of the Outdoor Americas Group that would be available if the Federal Income Tax of the Outdoor Americas Group for each taxable year ending after December 31, 2013 were determined in accordance with this Section 2.06(a) .

(b) Canadian Income Tax . For purposes of this Agreement, the amount of Canadian Income Taxes attributable to the Outdoor Americas Group or the Outdoor Americas Business with respect to any Joint Return shall be as determined by CBS in a manner consistent with the principles set forth in Section 2.06(a) , to the extent relevant.

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(c) State Income Tax . For purposes of this Agreement, the amount of State Income Taxes attributable to the Outdoor Americas Group or the Outdoor Americas Business with respect to any Joint Return shall be as determined by CBS in a manner consistent with the principles set forth in Section 2.06(a) , to the extent relevant.

(d) Foreign Income Tax . For purposes of this Agreement, the amount of Foreign Income Taxes attributable to the Outdoor Americas Group or the Outdoor Americas Business with respect to any Joint Return shall be as determined by CBS in a manner consistent with the principles set forth in Section 2.06(a) , to the extent relevant.

(e) Limitation . The amount of Federal Income Taxes, Canadian Income Taxes, State Income Taxes or Foreign Income Taxes attributable to the Outdoor Americas Group or the Outdoor Americas Business for any Tax Period subject to this Agreement shall, in each case, not be less than zero; unless the Outdoor Americas Group or the Outdoor Americas Business generates a Tax Attribute for a Tax Period or relevant portion thereof beginning after the IPO Closing Date determined under the principles of this Section 2.06 , and CBS actually realizes a net Tax Benefit as a result of the utilization of such Tax Attribute, as determined by CBS in its sole and absolute discretion.

Section 2.07 Additional Outdoor Americas Liability . Outdoor Americas shall be liable for, and shall indemnify, defend, and hold harmless the CBS Group and any CBS Indemnified Party from and against, any liability for:

(a) any Tax resulting from a breach by Outdoor Americas of any covenant in this Agreement, the Separation Agreement or any Ancillary Agreement;

(b) any Tax resulting from any breach of or inaccuracy in any representations, or portions thereof, relating primarily to Outdoor Americas or the Outdoor Americas Business in this Agreement, the Separation Agreement or any Ancillary Agreement or in connection with the Ruling Request, any Representation Letter or the Tax Opinion/Rulings;

(c) any Separation Tax Losses for which Outdoor Americas is responsible pursuant to Section 6.04 of this Agreement; and

(d) any costs and expenses (including reasonable legal fees and expenses) incurred in connection with any amounts for which Outdoor Americas is required to indemnify any Person pursuant to Section 2.01 , the above provisions of this Section 2.07 , Section 6.04 or otherwise pursuant to this Agreement.

Section 2.08 Additional CBS Liability . CBS shall be liable for, and shall indemnify defend, and hold harmless the Outdoor Americas Group and any Outdoor Americas Indemnified Party from and against, any liability for:

(a) any Tax resulting from a breach by CBS of any covenant in this Agreement, the Separation Agreement or any Ancillary Agreement;

(b) to the extent not covered by Section 2.07(b) , any Tax resulting from any breach of or inaccuracy in any representations made by CBS in this Agreement, the Separation Agreement or any Ancillary Agreement or in connection with the Ruling Request, any Representation Letter or the Tax Opinion/Rulings;

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(c) any Separation Tax Losses for which CBS is responsible pursuant to Section 6.04 of this Agreement; and

(d) any liability for Taxes that are not attributable to the Outdoor Americas Group or the Outdoor Americas Business, as determined pursuant to Section 2.06 , and imposed on any member of the Outdoor America Group pursuant to Treasury Regulation Section 1.1502-6 or any analogous provision of state law as a result of such member of the Outdoor America Group having been a member of an affiliated, combined, consolidated, unitary or other similar group of which a member of the CBS Group was the parent.

(e) any costs and expenses (including reasonable legal fees and expenses) incurred in connection with any amounts for which Outdoor Americas is required to indemnify any Person pursuant to Section 2.01 , the above provisions of this Section 2.07 , Section 6.04 or otherwise pursuant to this Agreement.

Section 2.09 No Liability for Prior Payments . For the avoidance of doubt, neither party to this Agreement shall have any responsibility with respect to, or have any obligation to repay, any payment made by the other party or any of its Affiliates prior to the date of this Agreement (whether made to such first party, to any Taxing Authority or to any other Person) in respect of any Taxes or other amounts for which such first party is responsible hereunder

Article 3. Preparation and Filing of Tax Returns .

Section 3.01 CBS Responsibility .

(a) CBS shall prepare and timely file, or cause to be prepared and timely filed (in each case, taking into account extensions), (x) all Joint Returns relating to Income Taxes and CBS Separate Returns which are required to be filed and (y) all Outdoor Americas Separate Returns relating to Income Taxes which are required to be filed for all Pre-Deconsolidation Periods. CBS shall pay all Taxes shown to be due on such Tax Returns to the relevant Tax Authority and Outdoor Americas shall make any payments to CBS required pursuant to Section 4.01 .

(b) In the case of any Tax Return required to be prepared by Outdoor Americas pursuant to Section 3.02(a) that is required by law to be filed by a member of the CBS Group, CBS and Outdoor Americas shall cooperate to cause such Tax Return to be timely filed.

(c) At least 20 business days prior to the due date of any Tax Return with respect to Income Taxes required to be filed by CBS pursuant to this Section 3.01 , CBS shall make available to Outdoor Americas (i) in the case of a Joint Return described in Section 3.01(a)(x) , a draft of the pro forma U.S. federal and state Tax Returns relating to Income Taxes of the Outdoor Americas Group Affiliates that are included in such Joint Return, and (ii) in the case of an Outdoor Americas Separate Return described in Section 3.01(a)(y) , a draft of such Outdoor Americas Separate Return, and, in the case of each of (i) and (ii), any work papers or other information related to the preparation thereof. CBS shall promptly consider, in good faith, the comments of Outdoor Americas with respect to such Tax Returns. For the avoidance of doubt, CBS shall have no obligation to make available to Outdoor Americas the entire Joint Return for any Pre-Deconsolidation Period.

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Section 3.02 Outdoor Americas Responsibility .

(a) Outdoor Americas shall prepare and timely file, or cause to be prepared and timely filed (in each case, taking into account extensions), all Tax Returns required to be filed by or with respect to members of the Outdoor Americas Group other than those Tax Returns which CBS is required to prepare and file under Section 3.01 . Outdoor Americas shall pay all Taxes shown to be due on such Tax Return to the relevant Tax Authority.

(b) At least 20 business days prior to the due date of any Tax Return with respect to Income Taxes required to be filed by Outdoor Americas pursuant to Section 3.02 that relates to or includes any portion of a Pre-Deconsolidation Period, Outdoor Americas shall make available to CBS a draft of such Tax Return and any work papers or other information related to the preparation thereof. Outdoor America shall accept any reasonable comments of CBS with respect to such Tax Returns.

Section 3.03 Tax Reporting Practices .

(a) CBS General Rule . Except to the extent otherwise provided in Section 3.03(c) , CBS shall report any item on any Tax Return that it is required to prepare and file or to cause to be prepared and filed pursuant to this Agreement in accordance with the past practices, accounting methods, elections or conventions (“ Past Practice ”) previously used by CBS with respect to the item in question, and to the extent that there is no Past Practice with respect to such item, in accordance with reasonable Tax accounting or other practices selected by CBS.

(b) Outdoor Americas General Rule . Except to the extent otherwise provided in Section 3.03(c) , Outdoor Americas shall report any item on any Tax Return that it is required to prepare and file or cause to be prepared and filed pursuant to this Agreement in accordance with Past Practice previously used by CBS or the appropriate Outdoor Americas Entity, as appropriate, with respect to the item in question, and to the extent that there is no Past Practice, in accordance with reasonable Tax accounting or other practices selected by Outdoor Americas and reasonably acceptable to CBS.

(c) Reporting of Separation Transactions . The Tax treatment of the Separation Transactions reported on any Tax Return shall be consistent with the treatment thereof in the relevant Tax Opinions/Rulings (to the extent still valid and in effect), taking into account the jurisdiction in which such Tax Returns are filed, provided , however , that in any case or with respect to any item where there is no relevant Tax Opinion/Ruling, the Tax treatment of the Separation Transactions shall be as determined by CBS in its good faith judgment.

Section 3.04 Consolidated or Combined Tax Returns . To the extent required or permissible under applicable law, Outdoor Americas shall take all necessary and/or appropriate action and shall cause its respective Affiliates to take all necessary and/or appropriate action to join in the filing of any Joint Returns.

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Section 3.05 Outdoor Americas Carrybacks and Claims for Tax Benefit . Unless CBS otherwise consents in writing, Outdoor Americas shall (i) not file any Adjustment Request with respect to any Joint Return, (ii) waive any available elections to carry back to any Joint Return any Outdoor Americas Carryback arising in a Post-IPO Period, and (iii) not make any affirmative election to claim any such Outdoor Americas Carryback.

Section 3.06 Apportionment of Tax Attributes . CBS shall notify Outdoor Americas in writing of any Tax Attributes (and the amount thereof) of the CBS Affiliated Group (and, if applicable, any unitary, consolidated or other similar group under any state or foreign Law) that CBS determines, in its sole and absolute discretion, shall be allocated or apportioned to the Outdoor Americas Group under applicable Tax Law. Outdoor Americas shall and shall cause all members of the Outdoor Americas Group to prepare all Tax Returns in accordance with such allocation and Outdoor Americas shall not, and shall cause all members of the Outdoor Americas Group not, to take any position inconsistent with such allocation in connection with any Tax Contest or otherwise. Outdoor Americas shall not dispute CBS’s allocation or apportionment of Tax Attributes. Outdoor Americas may request that CBS undertake a determination of the portion, if any, of any particular Tax Attribute to be allocated or apportioned to the Outdoor Americas Group under applicable Tax Law. If and to the extent that CBS determines, in its sole and absolute discretion, not to undertake such determination, or does not otherwise advise Outdoor Americas of its intention to undertake such determination within 30 Business Days of the receipt of such request, Outdoor Americas shall be permitted to undertake such determination at its own cost and expense and shall notify CBS of its determination, which determination shall not be binding upon CBS.

Article 4. Calculation of Tax and Payments.

Section 4.01 Taxes With Respect to Joint Returns .

(a) Calculation of Taxes With Respect to Joint Returns . In the case of any Joint Return, within 10 business days of a written request by CBS, Outdoor Americas shall provide CBS with information, documents, and access to Outdoor Americas personnel reasonably requested by CBS to prepare Joint Returns and calculate the Taxes attributable to Outdoor Americas pursuant to Section 2.06 . Any information or documents shall be provided in such form as CBS reasonably requests. Any calculation by CBS of Taxes attributable to Outdoor Americas pursuant to Section 2.06 shall be made in good faith (except to the extent otherwise provided Section 2.06(e) ) and shall be binding on Outdoor Americas absent manifest error.

(b) Notification of Taxes Owed With Respect to Joint Returns . At least 10 business days prior to any Payment Date for Taxes-attributable to any Joint Return, CBS shall make the portion of such Joint Return and/or related work papers which are relevant to the determination of the Taxes attributable to Outdoor Americas pursuant to Section 2.06 available for review by Outdoor Americas. CBS shall consider in good faith any reasonable comments of Outdoor Americas with respect to such Joint Returns. The Companies shall attempt in good faith to resolve any issues arising out of the review of such Tax Return.

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(c) Payment of Liability With Respect to Tax Due . At least 10 Business Days prior to any Payment Date for any Joint Return, Outdoor Americas shall pay to CBS the amount attributable to the Outdoor Americas Group under the provisions of Article 2 as calculated by CBS pursuant to Section 4.01(a) . To the extent a payment attributable to estimated taxes is made pursuant to this Section 4.01(c) , the amount attributable to Outdoor Americas will be recomputed and appropriate adjustments shall be made at the time the Tax Return for the full year with respect to which such estimated tax payments were made is filed.

Section 4.02 Adjustments Resulting in Underpayments . In the case of any adjustment pursuant to a Final Determination with respect to any Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment. The Responsible Company shall compute the amounts attributable to the CBS Group and the Outdoor Americas Group in accordance with Article 2 and Outdoor Americas shall pay to CBS any amount due CBS or CBS shall pay Outdoor Americas any amount due Outdoor Americas under Article 2 within 10 Business Days of the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto; provided , that no such payment shall be required to be made earlier than 5 Business Days prior to the date the additional Tax is required to be paid to the applicable Tax Authority.

Section 4.03 Method for Making Payments . All payments required to be made under this Agreement shall be made by CBS directly to Outdoor Americas and by Outdoor Americas directly to CBS; provided , however , that if the Companies mutually agree with respect to any such indemnification payment, any member of the CBS Group, on the one hand, may make such indemnification payment to any member of the Outdoor Americas Group, on the other hand, and vice versa. Unless otherwise specified in this agreement, all indemnification payments shall be made within 5 business days of the receipt by the indemnifying party of notification of the amount owed, together with reasonable documentation showing the basis for the calculation of such amount and evidence of payment of such amounts by the indemnified party to the relevant Taxing Authority or other recipient. All indemnification payments shall be treated in the manner described in Section 12.01 .

Article 5. Refunds.

Section 5.01 Refunds . CBS shall be entitled to any Refund attributable to Taxes for which CBS is liable hereunder. Outdoor Americas shall be entitled to any Refund attributable to Taxes for which Outdoor Americas is liable hereunder. Notwithstanding the foregoing two sentences, if CBS determines in its sole and absolute discretion that it has received a Refund as a result of a Tax Attribute generated by Outdoor Americas or Outdoor Americas Business for a Tax Period or relevant portion thereof beginning after the IPO Closing Date, as determined under the principles of Section 2.06 if applicable, CBS shall pay such Refund to Outdoor Americas only to the extent such Tax Attribute resulted in a net Tax Benefit to CBS, as determined by CBS in its sole and absolute discretion. A Company receiving a Refund to which another Company is entitled hereunder shall pay such Refund to such other Company within 20 Business Days after such Refund is received or the benefit of such Refund is realized.

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Article 6. Tax-Free Status.

Section 6.01 Representations of and Restrictions on Outdoor Americas .

(a) Outdoor Americas hereby represents and warrants that (A) it has examined the Ruling Request and the Representation Letters (including, without limitation, the representations to the extent that they relate to the plans, proposals, intentions and policies of Outdoor Americas, its Subsidiaries, the Outdoor Americas Business or the Outdoor Americas Group), (B) to the extent in reference to Outdoor Americas, its Subsidiaries, the Outdoor Americas Business or the Outdoor Americas Group, the facts presented and the representations made therein are true, correct and complete, (C) it has no plan or intention of taking any action, or failing to take any action or knows of any circumstance, that could reasonably be expected to (i) adversely affect the Tax-Free Status of the Contribution and the Distributions, (ii) adversely affect the qualification of any Separation Transaction under any Tax Law as wholly or partially tax-free or tax-deferred to the extent that tax-free or tax-deferred treatment is intended by CBS or (iii) cause any representation or factual statement made in this Agreement, the Separation Agreement or any Ancillary Agreement, the Ruling Request or the Representation Letters to be untrue, and (D) during the period beginning two-years before the first Distribution Date and ending on the Final Distribution Date, there was no “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one or more officers or directors of any member of the Outdoor Americas Group or by any other person or persons with the implicit or explicit permission of one or more of such officers or directors regarding an acquisition of all or a significant portion of the Outdoor Americas Capital Stock (and any predecessor); provided , that no representation or warranty is made by Outdoor Americas regarding any “agreement, understanding, arrangement, substantial negotiations or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h) by any one or more officers or directors of CBS.

(b) Outdoor Americas shall not take or fail to take, or permit any Outdoor Americas Affiliate to take or fail to take, any action if such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in any Ruling Request, Representation Letters or Tax Opinions/Rulings. Outdoor Americas shall not take or fail to take, or permit any Outdoor Americas Affiliate to take or fail to take, any action if such action or failure to act would or reasonably could be expected to adversely affect (A) the Tax-Free Status of the Contribution and the Distributions, or (B) the qualification of any Separation Transaction under any Tax Law as wholly or partially tax-free or tax-deferred (including, but not limited to, those transactions described in any of the Tax Opinions/Rulings received with respect to such Separation Transaction) to the extent that tax-free or tax-deferred treatment was intended by CBS.

(c) From the date hereof until the first Business Day after the two-year anniversary of the date of the final distribution of stock of Outdoor Americas by CBS occurring pursuant to the Split-Off (the “ Final Distribution Date ”), Outdoor Americas shall (i) maintain its status as a company engaged in an Active Trade or Business, (ii) not engage in any transaction that would or reasonably could result in it ceasing to be a company engaged in an Active Trade or Business, (iii) cause each Outdoor Americas Affiliate whose Active Trade or Business is represented to or relied upon in the Tax Opinions/Rulings for purposes of qualifying a transaction as tax-free

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pursuant to Section 355 (and where applicable, Section 368(a)(1)(D)) of the Code or other Tax Law to maintain its status as a company engaged in such Active Trade or Business, (iv) not engage in any transaction or permit an Outdoor Americas Affiliate to engage in any transaction that would or reasonably could result in an Outdoor Americas Affiliate described in clause (iii) hereof ceasing to be a company engaged in the relevant Active Trade or Business and (v) not dispose of or permit an Outdoor Americas Affiliate to dispose of, directly or indirectly, any interest in an Outdoor Americas Affiliate described in clause (iii) hereof.

(d) From the date hereof until the first Business Day after the two-year anniversary of the Final Distribution Date, Outdoor Americas shall not and shall not permit any Outdoor Americas Affiliate described in clause (iii) of Section 6.01(c) to

(i) enter into or permit to occur any Proposed Acquisition Transaction,

(ii) merge or consolidate with any other Person or liquidate or partially liquidate, provided that this Section 6.01(d)(ii) shall not apply to mergers, consolidations, liquidations, or partial liquidations effected exclusively between or among Outdoor Americas Affiliates in existence as of the date of this Agreement and which do not result in Outdoor Americas (or any successor) ceasing to exist as a corporation for U.S. federal income tax purposes.

(iii) in a single transaction or series of transactions sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to Outdoor Americas pursuant to the Contribution or sell or transfer 25% or more of the gross assets of any Active Trade or Business,

(iv) redeem or otherwise repurchase (directly or through an Outdoor Americas Affiliate) any Outdoor Americas stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48),

(v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of Outdoor Americas Capital Stock (including, without limitation, through the conversion of one class of Outdoor Americas Capital Stock into another class of Outdoor Americas Capital Stock) or

(vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Representation Letters or the Tax Opinions/Rulings) which in the aggregate (and taking into account any other transactions described in this subparagraph (d)) would or reasonably could have the effect of causing or permitting one or more persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in Outdoor Americas (or any successor) or otherwise jeopardize Tax-Free Status,

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(vii) in each case, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) Outdoor Americas shall have requested that CBS obtain a private letter ruling (including a supplemental ruling, if applicable) from the IRS (a “ Post-Distribution Ruling ”) in accordance with Section 6.03(b) and (d)  of this Agreement to the effect that such transaction will not affect the Tax-Free Status and CBS shall have received such a Post Distribution Ruling in form and substance satisfactory to CBS in its sole and absolute discretion, or (B) Outdoor Americas shall have provided CBS with an Unqualified Tax Opinion in form and substance satisfactory to CBS in its sole and absolute discretion (and in determining whether an opinion is satisfactory, CBS may consider, among other factors, the appropriateness of any underlying assumptions and any management representations used as a basis for the Unqualified Tax Opinion and CBS may determine that no opinion would be acceptable to CBS) or (C) CBS shall have waived (which waiver may be withheld by CBS in its sole and absolute discretion) the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion.

Section 6.02 Restrictions on CBS . CBS agrees that it shall not take or fail to take, or permit any CBS Affiliate to take or fail to take, any action if such action or failure to act would or reasonably could be inconsistent with or cause to be untrue any statement, information, covenant or representation in any Representation Letters or Tax Opinions/Rulings. CBS shall not take or fail to take, or permit any CBS Affiliate to take or fail to take, any action that would or reasonably could be expected to adversely affect (A) the Tax-Free Status of the Contribution and the Distributions, or (B) the qualification of any Separation Transaction under any Tax Law as wholly or partially tax-free or tax-deferred (including, but not limited to, those transactions described in any of the Tax Opinions/Rulings received with respect to such Separation Transaction); provided , however , that this Section 6.02 shall not be construed as obligating CBS to consummate the Split-Off.

Section 6.03 Procedures Regarding Post Distribution Rulings and Unqualified Tax Opinions .

(a) If Outdoor Americas determines that it desires to take one of the actions described in clauses (i) through (vi) of Section 6.01(d) (a “ Notified Action ”), Outdoor Americas shall notify CBS of this fact in writing.

(b) Post-Distribution Rulings or Unqualified Tax Opinions at Outdoor Americas’s Request . Unless CBS shall have waived the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion, upon the reasonable request of Outdoor Americas pursuant to Section 6.01(d) , CBS shall cooperate with Outdoor Americas and use commercially reasonable efforts to seek to obtain, as expeditiously as possible, a Post-Distribution Ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Outdoor Americas to take the Notified Action. Notwithstanding the foregoing, CBS shall not be required to file or cooperate in the filing of any Ruling Request for a Post-Distribution Ruling under this Section 6.03(b) unless Outdoor Americas represents that (A) it has read the Ruling Request, and (B) all statements, information and representations relating to any member of the Outdoor Americas Group, contained in such Ruling Request are (subject to any qualifications therein) true, correct and complete. Outdoor Americas shall reimburse CBS for all reasonable costs and expenses, including out-of-pocket expenses and expenses relating to the utilization of CBS personnel, incurred by the CBS Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by Outdoor Americas within ten Business Days after receiving an invoice from CBS therefor.

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(c) Post-Distribution Rulings or Unqualified Tax Opinions at CBS’s Request . CBS shall have the right to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If CBS determines to obtain a Post-Distribution Ruling or an Unqualified Tax Opinion, Outdoor Americas shall (and shall cause each Affiliate of Outdoor Americas to) cooperate with CBS and take any and all actions reasonably requested by CBS in connection with obtaining the Post-Distribution Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that Outdoor Americas shall not be required to make (or cause any Affiliate of Outdoor Americas to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which matters or events it has no control). CBS shall reimburse Outdoor Americas for all reasonable costs and expenses, including out-of-pocket expenses and expenses relating to the utilization of Outdoor Americas personnel, incurred by the Outdoor Americas Group in connection with such cooperation within ten Business Days after receiving an invoice from Outdoor Americas therefor.

(d) CBS shall have sole and exclusive control over the process of obtaining any Post-Distribution Ruling, and only CBS shall be permitted to apply for a Post-Distribution Ruling. In connection with obtaining a Post-Distribution Ruling, (A) CBS shall keep Outdoor Americas informed in a timely manner of all material actions taken or proposed to be taken by CBS in connection therewith; (B) CBS shall (1) reasonably in advance of the submission of any Ruling Request provide Outdoor Americas with a draft copy thereof; (2) reasonably consider Outdoor Americas’s comments on such draft copy; and (3) provide Outdoor Americas with a final copy; and (C) provide Outdoor Americas with notice reasonably in advance of, and Outdoor Americas shall have the right to attend, any formally scheduled meetings with the IRS (subject to the approval of the IRS) that relate to such Post-Distribution Ruling. Neither Outdoor Americas nor any Outdoor Americas Affiliate directly or indirectly controlled by Outdoor Americas shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Separation Transactions (including the impact of any transaction on the Separation Transactions).

Section 6.04 Liability for Separation Tax Losses .

(a) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary (and in each case regardless of whether a Post-Distribution Ruling, Unqualified Tax Opinion or waiver described in clause (C) of Section 6.01(d) may have been provided), subject to Section 6.04(b) , Outdoor Americas shall be responsible for, and shall indemnify, defend, and hold harmless CBS and its Affiliates and any CBS Indemnified Party from and against, any Separation Tax Losses that are attributable to or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution, the IPO, or the Distributions) of all or a portion of Outdoor Americas’s and/or its Affiliates’ stock and/or assets by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by Outdoor Americas with respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital

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contributions or acquisitions, or a series of such transactions or events) that cause any of the Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly a Fifty-Percent or Greater Interest in Outdoor Americas (or any successor thereof) or any other Controlled Company (or any successor thereof) therein, (C) any action or failure to act by Outdoor Americas after the Split-Off (including, without limitation, any amendment to Outdoor Americas’ certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Outdoor Americas stock (including, without limitation, through the conversion of one class of Outdoor Americas Capital Stock into another class of Outdoor Americas Capital Stock), (D) any act or failure to act by Outdoor Americas or any Outdoor Americas Affiliate described in Section 6.01 (regardless whether such act or failure to act may be covered by a Post-Distribution Ruling, Unqualified Tax Opinion or waiver described in clause (C) of Section 6.01(d) ) or (E) any breach by Outdoor Americas of any of its agreements or representations set forth in Section 6.01(a) or Section 6.01(b) .

(b) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, subject to Section 6.04(b) , CBS shall be responsible for, and shall indemnify, defend, and hold harmless Outdoor Americas and its Affiliates and any Outdoor Americas Indemnified Party from and against, any Separation Tax Losses that are attributable to, or result from any one or more of the following: (A) the acquisition of all or a portion of CBS’s and/or its Affiliates’ stock and/or its assets by any means whatsoever by any Person, (B) any negotiations, agreements or arrangements by CBS with respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause any of the Distributions to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of CBS or other Distributing Company representing a Fifty-Percent or Greater Interest therein, (C) any act or failure to act by CBS or a member of the CBS Group described in Section 6.02 or any breach by CBS of any of its agreements or representations set forth in Section 6.02 .

(c) To the extent that any Separation Tax Loss reasonably could be subject to indemnity under either or both Sections 6.04(a) and (b) , responsibility for such Separation Tax Loss shall be shared by CBS and Outdoor Americas according to relative fault as determined by CBS in good faith.

Section 6.05 Payment of Separation Taxes .

(a) Calculation of Separation Taxes Owed . CBS shall calculate in good faith the amount of any Separation Tax Losses for which Outdoor Americas is responsible under Section 6.04 . Such calculation shall be binding on Outdoor Americas absent manifest error.

(b) Notification of Separation Taxes Owed . At least 15 business days prior to the date of payment of any Separation Tax Losses, CBS shall notify Outdoor Americas of the amount of any Separation Tax Losses for which Outdoor Americas is responsible under Section 6.04 . In connection with such notification, CBS shall make available to Outdoor Americas the portion of any Tax Return or other documentation and related workpapers that are relevant to the determination of the Separation Tax Losses attributable to Outdoor Americas pursuant to Section 6.04 .

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(c) Payment of Separation Taxes Owed .

(i) At least 10 Business Days prior to the date of payment of any Separation Tax Losses with respect to which Outdoor Americas has received notification pursuant to Section 6.05(b) , Outdoor Americas shall pay to CBS the amount attributable to the Outdoor Americas Group as calculated by CBS pursuant to Section 6.05(a) . Notwithstanding anything to the contrary in Section 3.03(c) , if CBS determines that it does not have a reasonable basis to file a Tax Return in a manner consistent with the Tax Opinions/Rulings, Outdoor Americas shall pay the amount of Separation Tax Losses for which it is responsible, as determined by CBS pursuant to Section 6.05(a) and reported to Outdoor Americas pursuant to Section 6.05(b) , at least 10 Business Days before such Tax Return is due (taking into account extensions).

(ii) With respect to all other Separation Tax Losses, Outdoor Americas shall pay to CBS the amount attributable to the Outdoor Americas Group as calculated by CBS pursuant to Section 6.05(a) within 5 business days of the receipt by Outdoor Americas of notification of the amount due.

Section 6.06 If CBS determines, in its sole discretion, that a protective election under Section 336(e) of the Code shall be made with respect to the Split-Off, Outdoor Americas agrees to take any such action that is necessary to effect such election. If such a protective election is made, then this Agreement shall be amended in such a manner as is determined by CBS in its good faith to take into account the Tax Benefits resulting from such election.

Article 7. Assistance and Cooperation.

Section 7.01 Assistance and Cooperation .

(a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any Tax Benefit, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Article 8 . Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. Outdoor Americas shall cooperate with CBS and take any and all actions reasonably requested by CBS in connection with obtaining the Tax Opinions/Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor or Tax Authority).

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(b) Any information or documents provided under this Article 7 shall be kept confidential by the Company receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither CBS nor any CBS Affiliate shall be required to provide Outdoor Americas or any Outdoor Americas Affiliate or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to Outdoor Americas, the business or assets of Outdoor Americas or any Outdoor Americas Affiliate and (ii) in no event shall CBS or any CBS Affiliate be required to provide Outdoor Americas, any Outdoor Americas Affiliate or any other Person access to or copies of any information or documents if such action would or reasonably could be expected to result in the waiver of any Privilege. In addition, in the event that CBS determines that the provision of any information or documents to Outdoor Americas or any Outdoor Americas Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the parties shall use reasonable best efforts to permit compliance with its obligations under this Article 7 in a manner that avoids any such harm or consequence.

Section 7.02 Tax Return Information . Outdoor Americas and CBS acknowledge that time is of the essence in relation to any request for information, assistance or cooperation made by CBS or Outdoor Americas pursuant to this Agreement. Outdoor Americas and CBS acknowledge that failure to conform to the deadlines set forth in this Agreement could cause irreparable harm.

Section 7.03 Reliance by CBS . If any member of the Outdoor Americas Group supplies information to a member of the CBS Group in connection with Taxes and an officer of a member of the CBS Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the CBS Group identifying the information being so relied upon, the chief financial officer of Outdoor Americas (or any officer of Outdoor Americas as designated by the chief financial officer of Outdoor Americas) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

Section 7.04 Reliance by Outdoor Americas . If any member of the CBS Group supplies information to a member of the Outdoor Americas Group in connection with Taxes and an officer of a member of the Outdoor Americas Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Outdoor Americas Group identifying the information being so relied upon, the chief financial officer of CBS (or any officer of CBS as designated by the chief financial officer of CBS) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

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Article 8. Tax Records.

Section 8.01 Retention of Tax Records . Each Company shall preserve and keep all Tax Records and related work papers and other documentation in its possession as of the date hereof for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven years after the Deconsolidation Date (such later date, the “ Retention Date ”). After the Retention Date, each Company may dispose of such Tax Records upon 60 Business Days’ prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Article 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon 60 Business Days’ prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, Outdoor Americas determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Outdoor Americas may decommission or discontinue such program or system upon 90 days’ prior notice to CBS and CBS shall have the opportunity, at its cost and expense, to copy, within such 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Section 8.02 Access to Tax Records . The Companies and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession and shall permit the other Company and its Affiliates, authorized agents and representatives and any representative of a Taxing Authority or other Tax auditor direct access, at the cost and expense of such other Company, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Company in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement.

Section 8.03 Preservation of Privilege . No member of the Outdoor Americas Group shall provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing prior to the Final Distribution Date to which Privilege may reasonably be asserted without the prior written consent of CBS.

Article 9. Tax Contests.

Section 9.01 Notice . Each of the Companies shall provide prompt notice to the other Company of any written communication from a Tax Authority regarding any pending Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware related to Taxes for

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which it reasonably expects to be indemnified by the other Company hereunder or for which it reasonably may be required to indemnify the other Company hereunder. Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an indemnified party has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such party fails to give the indemnifying party prompt notice of such asserted Tax liability and the indemnifying party is entitled under this Agreement to contest the asserted Tax liability, then (i) if the indemnifying party is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying party shall have no obligation to indemnify the indemnified party for any Taxes arising out of such asserted Tax liability, and (ii) if the indemnifying party is not precluded from contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the indemnifying party, then any amount which the indemnifying party is otherwise required to pay the indemnified party pursuant to this Agreement shall be reduced by the amount of such detriment.

Section 9.02 Control of Tax Contests .

(a) Separate Returns . In the case of any Tax Contest with respect to any Separate Return, the Company having liability for the Tax pursuant to Article 2 hereof shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 9.02(c) and (d)  below.

(b) Joint Return . In the case of any Tax Contest with respect to any Joint Return, CBS shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 9.02(c) and (d)  below.

(c) Settlement Rights . The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party. Unless waived by the parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (iii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (iv) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (v) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the

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Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in Section 9.02(a) or (b) , “ Controlling Party ” means the Company entitled to control the Tax Contest under such Section and “ Non-Controlling Party ” means the other Company.

(d) Tax Contest Participation . Unless waived by the parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement. The failure of the Controlling Party to provide any notice specified in this Section 9.02(d) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was materially harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(e) Power of Attorney . Each member of the Outdoor Americas Group shall execute and deliver to CBS (or such member of the CBS Group as CBS shall designate) any power of attorney or other similar document reasonably requested by CBS (or such designee) in connection with any Tax Contest (as to which CBS is the Controlling Party) described in this Article 9 within 2 business days of such request. Each member of the CBS Group shall execute and deliver to Outdoor Americas (or such member of the Outdoor Americas Group as Outdoor Americas shall designate) any power of attorney or other similar document requested by Outdoor Americas (or such designee) in connection with any Tax Contest (as to which Outdoor Americas is the Controlling Party) described in this Article 9 within 2 business days of such request.

Article 10. Effective Date . This Agreement shall be effective as of the date hereof.

Article 11. Survival of Obligations . The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Article 12. Treatment of Payments.

Section 12.01 Treatment of Tax Indemnity Payments . In the absence of any change in Tax treatment under the Code or except as otherwise required by other applicable Tax Law, any Tax indemnity payments made by a Company under this Agreement shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Contribution (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the Treasury Regulations thereunder or Treasury Regulation Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)) or as payments of an assumed or

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retained liability. Except to the extent provided in Section 12.02 , any Tax indemnity payment made by a Company under this Agreement shall be increased as necessary so that after making all payments in respect to Taxes imposed on or attributable to such indemnity payment, the recipient Company receives an amount equal to the sum it would have received had no such Taxes been imposed.

Section 12.02 Interest Under This Agreement . Notwithstanding anything herein to the contrary, to the extent one Company (“ Indemnitor ”) makes a payment of interest to another Company (“ Indemnitee ”) under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by law) and as interest income by the Indemnitee (includible in income to the extent provided by law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

Article 13. Disagreements.

Section 13.01 Discussion . The Companies mutually desire that friendly collaboration will continue between them. Accordingly, they will endeavor, and they will cause their respective Group members to endeavor, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement (a “ Dispute ”) between any member of the CBS Group and any member of the Outdoor Americas Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve the Dispute.

Section 13.02 Escalation . If such good faith negotiations do not resolve the Dispute, then the matter, upon written request of either Company, will be referred for resolution to representatives of the parties at a senior level of management of the parties pursuant to the procedures set forth in Section 8.02(a) of the Separation Agreement.

Section 13.03 Referral to Tax Advisor . If the parties are not able to resolve the Dispute through the escalation process referred to above, then the matter will be referred to a Tax Advisor acceptable to each of the Companies to act as an arbitrator in order to resolve the Dispute. In the event that the Companies are unable to agree upon a Tax Advisor within 15 Business Days following the completion of the escalation process, the Companies shall each separately retain an independent, nationally recognized law or accounting firm (each, a “ Preliminary Tax Advisor ”), which Preliminary Tax Advisors shall jointly select a Tax Advisor on behalf of the Companies to act as an arbitrator in order to resolve the Dispute. The Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Dispute as soon as practical, but in any event no later than 30 Business Days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be conclusive and binding on the Companies. Following receipt of the Tax Advisor’s written notice

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to the Companies of its resolution of the Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. Each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor (and the Preliminary Tax Advisors, if any). All fees and expenses of the Tax Advisor (and the Preliminary Tax Advisors, if any) in connection with such referral shall be shared equally by the Companies.

Section 13.04 Injunctive Relief . Nothing in this Article 13 will prevent either Company from seeking injunctive relief if any delay resulting from the efforts to resolve the Dispute through the process set forth above could result in serious and irreparable injury to either Company. Notwithstanding anything to the contrary in this Agreement, CBS and Outdoor Americas are the only members of their respective Group entitled to commence a dispute resolution procedure under this Agreement, and each of CBS and Outdoor Americas will cause its respective Group members not to commence any dispute resolution procedure other than through such party as provided in this Article 13 .

Article 14. Late Payments . Any amount owed by one party to another party under this Agreement which is not paid when due shall bear interest at the Prime Rate plus two percent, compounded semiannually, from the due date of the payment to the date paid. To the extent interest required to be paid under this Article 14 duplicates interest required to be paid under any other provision of this Agreement, interest shall be computed at the higher of the interest rate provided under this Article 14 or the interest rate provided under such other provision.

Article 15. Expenses . Except as otherwise provided in this Agreement, each party and its Affiliates shall bear their own expenses incurred in connection with preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

Article 16. General Provisions.

Section 16.01 Addresses and Notices . Each party giving any notice required or permitted under this Agreement will give the notice in writing and use one of the following methods of delivery to the party to be notified, at the address set forth below or another address of which the sending party has been notified in accordance with this Section 16.01 : (a) personal delivery; (b) facsimile or telecopy transmission with a reasonable method of confirming transmission; (c) commercial overnight courier with a reasonable method of confirming delivery; or (d) pre-paid, United States of America certified or registered mail, return receipt requested. Notice to a party is effective for purposes of this Agreement only if given as provided in this Section 16.01 and shall be deemed given on the date that the intended addressee actually receives the notice.

CBS Corporation

51 West 52nd Street

New York, New York 10019

Attn: General Tax Counsel

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CBS Outdoor Americas Inc.

405 Lexington Avenue, 17th Floor

New York, New York 10174

Attn: General Tax Counsel

A party may change the address for receiving notices under this Agreement by providing written notice of the change of address to the other parties.

Section 16.02 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.

Section 16.03 Waiver . The parties may waive a provision of this Agreement only by a writing signed by the party intended to be bound by the waiver. A party is not prevented from enforcing any right, remedy or condition in the party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the party specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

Section 16.04 Severability . If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.

Section 16.05 Authority . Each of the parties represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

Section 16.06 Further Action . The parties shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other parties and their Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other parties in accordance with Article 9 .

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Section 16.07 Integration . This Agreement, together with each of the exhibits appended hereto, contains the entire agreement between the Companies with respect to the subject matter hereof and supersedes all other agreements, whether or not written, in respect of any Tax between or among any member or members of the CBS Group, on the one hand, and any member or members of the Outdoor Americas Group, on the other hand. In the event of any inconsistency between this Agreement and the Separation Agreement, or any other agreements relating to the transactions contemplated by the Separation Agreement, with respect to the subject matter hereof, the provisions of this Agreement shall control.

Section 16.08 Construction . The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against any party. The captions, titles and headings included in this Agreement are for convenience only, and do not affect this Agreement’s construction or interpretation. Unless otherwise indicated, all “Section” references in this Agreement are to sections of this Agreement.

Section 16.09 No Double Recovery . No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity. Unless expressly required in this Agreement, a party shall not be required to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in this Agreement.

Section 16.10 Counterparts . The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each party to the other party. The signatures of the parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature is as effective as signing and delivering the counterpart in person.

Section 16.11 Governing Law . The internal laws of the State of New York (without reference to its principles of conflicts of law) govern the construction, interpretation and other matters arising out of or in connection with this Agreement and each of the exhibits hereto and thereto (whether arising in contract, tort, equity or otherwise).

Section 16.12 Jurisdiction . If any dispute arises out of or in connection with this Agreement, except as expressly contemplated by another provision of this Agreement, the parties irrevocably (and the parties will cause each other member of their respective Group to irrevocably) (a) consent and submit to the exclusive jurisdiction of federal and state courts located in Delaware, (b) waive any objection to that choice of forum based on venue or to the effect that the forum is not convenient, and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION BY JURY.

Section 16.13 Amendment . The parties may amend this Agreement only by a written agreement signed by each party to be bound by the amendment and that identifies itself as an amendment to this Agreement.

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Section 16.14 Outdoor Americas Subsidiaries . If, at any time, Outdoor Americas acquires or creates one or more subsidiaries that are includable in the Outdoor Americas Group, they shall be subject to this Agreement and all references to the Outdoor Americas Group herein shall thereafter include a reference to such subsidiaries.

Section 16.15 Successors . This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to any of the parties hereto (including but not limited to any successor of CBS or Outdoor Americas succeeding to the Tax Attributes of either under Section 381 of the Code), to the same extent as if such successor had been an original party to this Agreement.

Section 16.16 Injunctions . The parties acknowledge that irreparable damage would occur in the event that any of the provisions of this Agreement, including Section 6.01 , were not performed in accordance with its specific terms or were otherwise breached. The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement, including Section 6.01 , and to enforce specifically the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity.

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IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf by a duly authorized officer on the date first set forth above.

[Signature Page to Tax Matters Agreement]

Exhibit 10.2

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

CBS CORPORATION

AND

CBS OUTDOOR AMERICAS INC.

DATED AS OF APRIL 2, 2014

TABLE OF CONTENTS

-i-

-ii-

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of April 2, 2014 (this “ Agreement ”), is by and between CBS Corporation, a Delaware corporation (“ CBS ”), and CBS Outdoor Americas Inc., a Maryland corporation (“ Outdoor Americas ”). CBS and Outdoor Americas are herein referred to individually as a “Party” and collectively as the “ Parties .” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of the date hereof, by and between CBS and Outdoor Americas (as amended, modified or supplemented from time to time in accordance with its terms, the “ Separation Agreement ”).

RECITALS

WHEREAS, Outdoor Americas is presently a wholly owned indirect subsidiary of CBS;

WHEREAS, CBS presently intends to cause Outdoor Americas to issue shares of Outdoor Americas Common Stock in an initial public offering (the “ IPO ”), immediately following which CBS will own at least 80.1% or more of the outstanding shares of Outdoor Americas Common Stock;

WHEREAS, following the IPO, CBS presently intends to distribute the Outdoor Americas Common Stock held by CBS in one or more transactions that collectively have the effect that all or a substantial part of the shares of Outdoor Americas Common Stock held by CBS are distributed to all or some of the stockholders of CBS, whenever such transaction(s) shall occur (such transactions, collectively, the “ Split-Off ”);

WHEREAS, prior to the IPO, CBS has heretofore provided certain services to Outdoor Americas and Outdoor Americas has provided certain services to CBS;

WHEREAS, Outdoor Americas has requested from CBS, and CBS has requested from Outdoor Americas, that certain such services continue for a limited period of time pursuant to this Agreement;

WHEREAS, CBS and Outdoor Americas have entered into the Separation Agreement;

WHEREAS, in order to facilitate and provide for an orderly transition under the Separation Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which each of the parties shall provide to the other the Services (as defined herein) for a transitional period; and

WHEREAS, the Separation Agreement requires execution and delivery of this Agreement by CBS and Outdoor Americas on or prior to the IPO Closing Time.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

The following capitalized terms used in this Agreement shall have the meanings set forth below:

“ Additional Services ” shall have the meaning set forth in Section 2.03(a) .

“ Agreement ” shall have the meaning set forth in the Preamble .

“ CBS ” shall have the meaning set forth in the Preamble .

“ CBS Business ” shall mean the businesses and operations of the CBS Group other than the Outdoor Americas Business.

“ CBS Group ” shall have the meaning set forth in the Separation Agreement.

“ CBS Local Service Manager ” shall have the meaning set forth in Section 2.06(a) .

“ CBS Services ” shall have the meaning set forth in Section 2.01 .

“ CBS Services Manager ” shall have the meaning set forth in Section 2.06(a) .

“ Confidential Information ” shall have the meaning set forth in Section 8.03(a) .

“ Force Majeure ” shall mean, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment.

“ Governmental Requirements ” shall have the meaning set forth in the Tax Matters Agreement.

“ Interest Payment ” shall have the meaning set forth in Section 4.01(d) .

“ IPO Closing Time ” shall have the meaning set forth in the Separation Agreement.

“ New Services ” shall have the meaning set forth in Section 2.04(a) .

“ Outdoor Americas ” shall have the meaning set forth in the Preamble .

“ Outdoor Americas Business ” shall have the meaning set forth in the Separation Agreement.

“ Outdoor Americas Group ” shall have the meaning set forth in the Separation Agreement.

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“ Outdoor Americas Local Service Manager ” shall have the meaning set forth in Section 2.06(b) .

“ Outdoor Americas Services Manager ” shall have the meaning set forth in Section 2.06(b)

“ Provider ” shall mean the Party or its Subsidiary or Affiliate providing a Service under this Agreement.

“ Provider Indemnified Party ” shall have the meaning set forth in Section 6.04 .

“ Recipient ” shall mean the Party or its Subsidiary or Affiliate to whom a Service under this Agreement is being provided.

“ Recipient Indemnified Party ” shall have the meaning set forth in Section 6.05 .

“ Reimbursement Charges ” shall have the meaning set forth in Section 4.01(c) .

“ Schedule(s) ” shall have the meaning set forth in Section 2.02 .

“ Separation Agreement ” shall have the meaning set forth in the Preamble .

“ Service Charges ” shall have the meaning set forth in Section 4.01(a) .

“ Service Extension ” shall have the meaning set forth in Section 7.01(c).

“ Service Increases ” shall have the meaning set forth in Section 2.03(b) .

“ Services ” shall have the meaning set forth in Section 2.01 .

“ Taxes ” shall have the meaning set forth in the Tax Matters Agreement.

“ Transfer Taxes ” shall have the meaning set forth in Section 4.02(a) .

“ VAT ” shall have the meaning set forth in Section 4.02(a) .

ARTICLE II

SERVICES, DURATION AND SERVICES MANAGERS

Section 2.01. Services . Subject to the terms and conditions of this Agreement, (a) CBS shall provide or cause to be provided to the Outdoor Americas Group the services listed on Schedule A to this Agreement (the “ CBS Services ”) and (b) Outdoor Americas shall provide or cause to be provided to the CBS Group the services listed on Schedule B to this Agreement (the “ Outdoor Americas Services ,” and, collectively with the CBS Services, any Additional Services, any Service Increases and any New Services, the “ Services ”). All of the Services shall be for the sole use and benefit of the respective Recipient and its respective Party.

Section 2.02. Duration of Services . Subject to the terms of this Agreement, each of CBS and Outdoor Americas shall provide or cause to be provided to the respective Recipients each Service until the earlier to occur of, with respect to each such Service, (i) the expiration of the term for such Service (or, subject to the terms of Section 7.01(c) , the expiration of any Service Extension) as set forth on Schedule A or Schedule B (each a “ Schedule ,” and, collectively, the “ Schedules ”) or (ii) the date on which such Service is terminated under Section 7.01(b) .

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Section 2.03. Additional Unspecified Services . (a) After the date of this Agreement, if CBS or Outdoor Americas (i) identifies a service that (x) the CBS Group provided to the Outdoor Americas Group prior to the IPO Closing Time that Outdoor Americas reasonably needs in order for the Outdoor Americas Business to continue to operate in substantially the same manner in which the Outdoor Americas Business operated prior to the IPO Closing Time, and such service was not included on Schedule A (other than because the Parties agreed such service shall not be provided), or (y) the Outdoor Americas Group provided to the CBS Group prior to the IPO Closing Time that CBS reasonably needs in order for the CBS Business to continue to operate in substantially the same manner in which the CBS Business operated prior to the IPO Closing Time, and such service was not included on Schedule B (other than because the Parties agreed such service shall not be provided), and (ii) provides written notice to the other Party within three (3) months following the date of this Agreement requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “ Additional Services ”); provided , however , that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided , further , that the Provider shall not be required to provide any Additional Services if the Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.03(a) , the CBS Services Manager and the Outdoor Americas Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

(b) After the date of this Agreement, if (i) a Recipient requests to increase, relative to historical levels prior to the IPO Closing Time, the volume, amount, level or frequency, as applicable, of any Service provided by such Provider and (ii) such increase is reasonably determined by the Recipient as necessary for the Recipient to operate its businesses (such increases, the “ Service Increases ”), then such Provider shall consider such request in good faith; provided , however , that no Party shall be obligated to provide any Service Increase, including because, after good-faith negotiations between the Parties, the Parties fail to reach an agreement with respect to the terms thereof (including with respect to Service Charges therefor). In connection with any request for Service Increases in accordance with this Section 2.03(b) , the CBS Services Manager and the Outdoor Americas Services Manager shall in good faith

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negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of, and the pricing methodology used for, the applicable Service. Each amended Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Service Increases set forth therein shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Section 2.04. New Services . (a) From time to time during the term of this Agreement, either Party may request the other Party to provide additional or different services which such other Party is not expressly obligated to provide under this Agreement (excluding, for the avoidance of doubt, any Additional Services or Service Increases, the “ New Services ”). The Party receiving such request shall consider such request in good faith; provided , however , that no Party shall be obligated to provide any New Services, including because, after negotiations between the Parties pursuant to Section 2.04(b) , the Parties fail to reach an agreement with respect to the terms (including the Service Charges) applicable to the provision of such New Services.

(b) In connection with any request for New Services in accordance with Section 2.04(a) , the CBS Services Manager and the Outdoor Americas Services Manager shall in good faith (i) negotiate the applicable Service Charge and the terms of a supplement to the applicable Schedule, which supplement shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such New Services and (ii) determine any costs and expenses, including any start-up costs and expenses, that would be incurred by the Provider in connection with the provision of such New Services, which costs and expenses shall be borne solely by the Recipient. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the New Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Section 2.05. Services Not Included . It is not the intent of the Provider to render, nor of the Recipient to receive from the Provider, professional advice or opinions, whether with regard to Tax, legal, treasury, finance, employment or other business and financial matters, technical advice, whether with regard to information technology or other matters, or the handling of or addressing environmental matters; the Recipient shall not rely on, or construe, any Service rendered by or on behalf of the Provider as such professional advice or opinions or technical advice; and the Recipient shall seek all third-party professional advice and opinions or technical advice as it may desire or need.

Section 2.06. Transition Services Managers . (a) CBS hereby appoints and designates the individual holding the CBS position set forth on Exhibit I to act as its initial services manager (the “ CBS Services Manager ”), who will be directly responsible for coordinating and managing the delivery of the CBS Services and have authority to act on CBS’s behalf with respect to matters relating to the provision of Services under this Agreement. The CBS Services Manager will work with the personnel of the CBS Group to periodically address issues and matters raised by Outdoor Americas relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 8.06 , all communications from Outdoor Americas to CBS pursuant to this Agreement regarding routine matters involving a Service shall be made

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first through the individual specified as the local service manager (the “ CBS Local Service Manager ”) with respect to such Service on Schedule A or such other individual as may be specified by the CBS Services Manager in writing and delivered to Outdoor Americas by email or facsimile transmission with receipt confirmed; provided that, if the CBS Local Service Manager is not available, shall thereafter be made through the CBS Services Manager. CBS shall notify Outdoor Americas of the appointment of a different CBS Services Manager or CBS Local Service Manager(s), if necessary, in accordance with Section 8.06 .

(b) Outdoor Americas hereby appoints and designates the individual holding the Outdoor Americas position set forth on Exhibit I to act as its initial services manager (the “ Outdoor Americas Services Manager ”), who will be directly responsible for coordinating and managing the delivery of the Outdoor Americas Services and have authority to act on Outdoor Americas’ behalf with respect to matters relating to this Agreement. The Outdoor Americas Services Manager will work with the personnel of the Outdoor Americas Group to periodically address issues and matters raised by CBS relating to this Agreement. Notwithstanding the requirements of Section 8.06 , all communications from CBS to Outdoor Americas pursuant to this Agreement regarding routine matters involving a Service shall be made through the individual specified as the local service manager (the “ Outdoor Americas Local Service Manager ”) with respect to such Service on Schedule B or as specified by the Outdoor Americas Services Manager in writing and delivered to CBS by email or facsimile transmission with receipt confirmed; provided that if the Outdoor Americas Local Service Manager is not available, shall thereafter be made through the Outdoor Americas Services Manager. Outdoor Americas shall notify CBS of the appointment of a different Outdoor Americas Services Manager or Outdoor Americas Local Service Manager(s), if necessary, in accordance with Section 8.06 .

Section 2.07. Personnel . (a) The Provider of any Service will make available to the Recipient of such Service such personnel as may be necessary to provide such Service on the understanding that such personnel shall remain employed and/or engaged by the Provider. The Provider will have the right, in its reasonable discretion, to (i) designate which personnel it will assign to perform such Service and (ii) remove and replace such personnel at any time; provided , however , that any such removal or replacement shall not be the basis for any increase in any Service Charge or Reimbursement Charge payable hereunder or relieve the Provider of its obligation to provide any Service hereunder; and provided , further , that the Provider will use its commercially reasonable efforts to limit the disruption to the Recipient in the transition of the Services to different personnel.

(b) In the event that the provision of any Service by the Provider requires the cooperation and services of the personnel of the Recipient, the Recipient will make available to the Provider such personnel (who shall be appropriately qualified for purposes of so supporting the provision of such Service by the Provider) as may be necessary for the Provider to provide such Service on the understanding that such personnel shall remain employed and/or engaged by the Recipient. The Recipient will have the right, in its reasonable discretion, to (i) designate which personnel it will make available to the Provider in connection with the provision of such Service and (ii) remove and replace such personnel at any time; provided , however , that any resulting increase in costs to the Provider shall be borne by the Recipient and any adverse effect to the provision of such Service by the Provider shall not be deemed a breach of this Agreement; and provided , further , that the Recipient will use its commercially reasonable efforts to limit the

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disruption to the Provider in the transition of such personnel. If the Provider, in its reasonable discretion and following discussions with the Recipient, requests the Recipient to remove and/or replace any such personnel from their roles in respect of the Services being provided by the Provider, the Recipient shall comply with such request.

(c) No Provider shall be liable under this Agreement for any Liabilities incurred by the Recipient Indemnified Parties that are primarily attributable to, or that are a consequence of, any actions or inactions of the personnel of the Recipient, except for any such actions or inactions undertaken pursuant to the direction of the Provider.

(d) Nothing in this Agreement shall grant the Provider, or its employees or agents that are performing the Services, the right directly or indirectly to control or direct the operations of the Recipient or any member of its Group. Such employees and agents shall not be required to report to the management of the Recipient nor be deemed to be under the management or direction of the Recipient. The Recipient acknowledges and agrees that, except as may be expressly set forth herein as a Service (including any Additional Services, Service Increases or New Services) or otherwise expressly set forth in the Separation Agreement, another Ancillary Agreement or any other applicable agreement, no Provider or any member of its Group shall be obligated to provide, or cause to be provided, any service or goods to any Recipient or any member of its Group.

ARTICLE III

ADDITIONAL ARRANGEMENTS

Section 3.01. Software and Software Licenses . (a) If and to the extent requested by Outdoor Americas, CBS shall use commercially reasonable efforts to assist Outdoor Americas in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for CBS to provide, and Outdoor Americas to receive, CBS Services; provided , however , that CBS shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable Outdoor Americas to obtain any such license or rights (except and to the extent that Outdoor Americas advances such fees or payments to CBS); provided , further , that CBS shall not be required to seek broader rights or more favorable terms for Outdoor Americas than those applicable to CBS or Outdoor Americas, as the case may be, prior to the date of this Agreement or as may be applicable to CBS from time to time hereafter; and, provided , further , that Outdoor Americas shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that CBS’s efforts will be successful or that Outdoor Americas will be able to obtain such licenses or rights on acceptable terms or at all, and, where CBS enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that Outdoor Americas is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow CBS to provide, and Outdoor Americas to receive, such CBS Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.

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(b) If and to the extent requested by CBS, Outdoor Americas shall use commercially reasonable efforts to assist CBS in its efforts to obtain licenses (or other appropriate rights) to use, duplicate and distribute, as necessary and applicable, certain computer software necessary for Outdoor Americas to provide, and CBS to receive, Outdoor Americas Services; provided , however , that Outdoor Americas shall not be required to pay any fees or other payments or incur any obligations or liabilities to enable CBS to obtain any such license or rights (except and to the extent that CBS advances such fees or payments to Outdoor Americas); provided , further , that Outdoor Americas shall not be required to seek broader rights or more favorable terms for CBS than those applicable to Outdoor Americas or CBS, as the case may be, prior to the date of this Agreement or as may be applicable to Outdoor Americas from time to time hereafter; and, provided , further , that CBS shall bear only those costs that relate solely and directly to obtaining such licenses (or other appropriate rights) in the ordinary course. The Parties acknowledge and agree that there can be no assurance that Outdoor Americas’ efforts will be successful or that CBS will be able to obtain such licenses or rights on acceptable terms or at all, and, where Outdoor Americas enjoys rights under any enterprise or site license or similar license, the Parties acknowledge that such license typically precludes partial transfers or assignments or operation of a service bureau on behalf of unaffiliated entities. In the event that CBS is unable to obtain such software licenses, the Parties shall work together using commercially reasonable efforts to obtain an alternative software license to allow Outdoor Americas to provide, and CBS to receive, such Outdoor Americas Services, and the Parties shall negotiate in good faith an amendment to the applicable Schedule to reflect any such new arrangement.

(c) In the event that there are any costs associated with obtaining software licenses in accordance with Section 3.01 that (i) would not be payable in the ordinary course, including in the form of a “transfer fee” or other similar fees or expenses payable by the Recipient or the Provider and (ii) would not have been payable by the Recipient or the Provider absent the need for a consent or waiver in connection with the license that the Recipient is seeking to obtain, such costs shall be borne by the Recipient.

Section 3.02. Access to Facilities . (a) Outdoor Americas shall, and shall cause its Subsidiaries to, allow CBS and its Representatives reasonable access to the facilities of Outdoor Americas necessary for CBS to fulfill its obligations under this Agreement.

(b) CBS shall, and shall cause its Subsidiaries to, allow Outdoor Americas and its Representatives reasonable access to the facilities of CBS necessary for Outdoor Americas to fulfill its obligations under this Agreement.

(c) Notwithstanding the other rights of access of the Parties under this Agreement, each Party shall, and shall cause its Subsidiaries to, afford the other Party, its Subsidiaries and Representatives, following not less than five (5) business days’ prior written notice from the other Party, reasonable access during normal business hours to the facilities, information, systems, infrastructure and personnel of the relevant Providers as reasonably necessary for the other Party to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided , however , such access shall not unreasonably interfere with any of the business or operations of such Party or its Subsidiaries.

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(d) Except as otherwise permitted by the other Party in writing, each Party shall permit only its authorized Representatives, contractors, invitees or licensees to access the other Party’s facilities.

Section 3.03. Cooperation . It is understood that it will require the significant efforts of both Parties to implement this Agreement and to ensure performance of this Agreement by the Parties at the agreed-upon levels in accordance with all of the terms and conditions of this Agreement. The Parties will cooperate, acting in good faith and using commercially reasonable efforts, to effect a smooth and orderly transition of the Services provided under this Agreement from the Provider to the Recipient (including repairs and maintenance Services and the assignment or transfer of the rights and obligations under any third-party contracts relating to the Services); provided , however , that this Section 3.03 shall not require either Party to incur any out-of-pocket costs or expenses.

Section 3.04. Data Protection . The Provider shall only process personal data which it may receive from the Recipient, while carrying out its duties under this Agreement, (a) in such a manner as is necessary to carry out those duties, (b) in accordance with the instructions of the Recipient and (c) using appropriate technical and organizational measures to prevent the unauthorized or unlawful processing of such personal data and/or the accidental loss or destruction of, or damage to, such personal data.

ARTICLE IV

COSTS AND DISBURSEMENTS

Section 4.01. Costs and Disbursements . (a) Except as otherwise provided in this Agreement, a Recipient of Services shall pay to the Provider of such Services a monthly fee for the Services (or category of Services, as applicable) (each fee constituting a “ Service Charge ” and, collectively, “ Service Charges ”) as listed on the Schedules hereto.

(b) The amount of the Service Charge for each Service shall increase three percent (3%) annually on each anniversary of this Agreement (including during the term of any Service Extension). In addition, during the term of this Agreement, the amount of a Service Charge for any Services (or category of Services, as applicable) may increase to the extent of: (i) any increases mutually agreed to by the Parties, (ii) any Service Charges applicable to any Additional Services, Service Increases or New Services and (iii) any increase in the rates or charges imposed by any unaffiliated third-party provider that is providing Services. Together with any monthly invoice for Service Charges and Reimbursement Charges, the Provider shall provide the Recipient with documentation to support the calculation of such Service Charges or any Reimbursement Charges.

(c) The Recipient shall reimburse the Provider for reasonable out-of-pocket costs and expenses incurred by the Provider or its Affiliates in connection with providing the Services (including necessary travel-related expenses) (each such cost or expense, a “ Reimbursement Charge ” and, collectively, “ Reimbursement Charges ”); provided , however , that any such cost or expense that is materially inconsistent with historical practice between the Parties for any Service (including business travel and related expenses) shall require advance approval of the Recipient. Any authorized travel-related expenses incurred in performing the Services shall be incurred and charged to the Recipient in accordance with the Provider’s then-applicable business travel policies made known to the Recipient.

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(d) The Service Charges and Reimbursement Charges due and payable hereunder shall be invoiced and paid in U.S. dollars. The Recipient shall pay the amount of each monthly invoice by wire transfer (or such other method of payment as may be agreed between the Parties) to the Provider within sixty (60) days of the receipt of each such invoice, including appropriate documentation as described herein. In the absence of a timely notice of billing dispute in accordance with the provisions of Article VII of the Separation Agreement, if the Recipient fails to pay such amount by the due date, the Recipient shall be obligated to pay to the Provider, in addition to the amount due, interest at an annual default interest rate of three percent (3%), or the maximum legal rate, whichever is lower (the “ Interest Payment ”), accruing from the date the payment was due through the date of actual payment. In the event of any billing dispute, the Recipient shall promptly pay any undisputed amount.

(e) Subject to the confidentiality provisions set forth in Section 8.03 , each Party shall, and shall cause their respective Affiliates to, provide, upon ten (10) days’ prior written notice from the other Party, any information within such Party’s or its Affiliates’ possession that the requesting Party reasonably requests in connection with any Services being provided to such requesting Party by an unaffiliated third-party provider, including any applicable invoices, agreements documenting the arrangements between such third-party provider and the Provider and other supporting documentation; provided , however , that each Party shall make no more than one such request during any calendar month.

Section 4.02. Tax Matters . (a) Without limiting any provisions of this Agreement, the Recipient shall be responsible for (i) all excise, sales, use, transfer, stamp, documentary, filing, recordation and other similar Taxes, (ii) any value added, goods and services or similar recoverable indirect Taxes (“ VAT ”) and (iii) any related interest and penalties (collectively, “ Transfer Taxes ”), in each case imposed or assessed as a result of the provision of Services by the Provider. In particular, but without prejudice to the generality of the foregoing, all amounts payable pursuant to this Agreement are exclusive of amounts in respect of VAT. Where any taxable supply for VAT purposes is made pursuant to this Agreement by the Provider to the Recipient, the Recipient shall either (i) on receipt of a valid VAT invoice from the Provider, pay to the Provider such additional amounts in respect of VAT as are chargeable on the supply of the services at the same time as payment is due for the supply of the services or (ii) where required by legislation to do so, account directly to the relevant Governmental Authority for any such VAT amounts. The Party required to account for Transfer Tax shall provide to the other Party evidence of the remittance of the amount of such Transfer Tax to the relevant Governmental Authority, including, without limitation, copies of any Tax returns remitting such amount. The Provider agrees that it shall take commercially reasonable actions to cooperate with the Recipient in obtaining any refund, return, rebate or the like of any Transfer Tax, including by filing any necessary exemption or other similar forms, certificates or other similar documents. The Recipient shall promptly reimburse the Provider for any costs incurred by the Provider or its Affiliates in connection with the Recipient obtaining a refund or overpayment of refund, return, rebate or the like of any Transfer Tax. For the avoidance of doubt, any applicable gross receipts-based or net income-based Taxes shall be borne by the Provider, unless the Provider is required by law to obtain, or allowed to separately invoice for and obtain, reimbursement of such Taxes from the Recipient.

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(b) The Recipient shall be entitled to deduct and withhold Taxes required by any Governmental Requirements to be withheld on payments made pursuant to this Agreement. To the extent any amounts are so withheld, the Recipient shall (i) pay, in addition to the amount otherwise due to the Provider under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by the Provider will equal the full amount the Provider would have received had no such deduction or withholding been required, (ii) pay such deducted and withheld amount to the proper Governmental Authority and (iii) promptly provide to the Provider evidence of such payment to such Governmental Authority. The Provider shall, prior to the date of any payment to be made pursuant to this Agreement, at the request of the Recipient, make commercially reasonable efforts to provide the Recipient any certificate or other documentary evidence (x) required by Governmental Requirements or (y) which the Provider is entitled by Governmental Requirements to provide in order to reduce the amount of any Taxes that may be deducted or withheld from such payment, and the Recipient agrees to accept and act in reliance on any such duly and properly executed certificate or other applicable documentary evidence.

(c) If the Provider (i) receives any refund (whether by payment, offset, credit or otherwise) or (ii) utilizes any overpayment of Taxes that are borne by Recipient pursuant to this Agreement, then the Provider shall promptly pay, or cause to be paid, to the Recipient an amount equal to the deficiency or excess, as the case may be, with respect to the amount that the Recipient has borne if the amount of such refund or overpayment (including, for the avoidance of doubt, any interest or other amounts received with respect to such refund or overpayment) had been included originally in the determination of the amounts to be borne by Recipient pursuant to this Agreement, net of any additional Taxes the Provider incurs or will incur as a result of the receipt of such refund or such overpayment.

Section 4.03. No Right to Set-Off . The Recipient shall timely pay the full amount of Service Charges and Reimbursement Charges and shall not set-off, counterclaim or otherwise withhold any amount owed to the Provider under this Agreement on account of any obligation owed by the Provider to the Recipient.

ARTICLE V

STANDARD FOR SERVICE

Section 5.01. Standard for Service .

(a) The Provider agrees (i) to perform the Services with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider prior to the IPO Closing Time or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components; and (ii) upon receipt of written notice from the Recipient identifying any outage, interruption or other failure of any Service, to respond to such outage, interruption or other failure of such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or

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other failure of the same or similar services to the IPO Closing Time. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.01 so long as the applicable Provider complies with the foregoing clause (ii).

(b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01 . Any costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b) .

Section 5.02. Disclaimer of Warranties . EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE PROVIDED AS-IS, THAT EACH RECIPIENT ASSUMES ALL RISKS AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND EACH PROVIDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PROVIDER HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICES, WHETHER EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY IN REGARD TO QUALITY, PERFORMANCE, NONINFRINGEMENT, COMMERCIAL UTILITY, MERCHANTABILITY OR FITNESS OF ANY SERVICE FOR A PARTICULAR PURPOSE.

Section 5.03. Compliance with Laws and Regulations . Each Party shall be responsible for its own compliance and its subcontractors’ compliance with any and all Laws applicable to its performance under this Agreement. No Party will knowingly take any action in violation of any such applicable Law that results in liability being imposed on the other Party.

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ARTICLE VI

LIMITED LIABILITY AND INDEMNIFICATION

Section 6.01. Consequential and Other Damages . Notwithstanding anything to the contrary contained in the Separation Agreement or this Agreement, the Provider shall not be liable to the Recipient or any of its Affiliates or Representatives, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, for any special, indirect, incidental, punitive or consequential damages whatsoever (including lost profits or damages calculated on multiples of earnings approaches), which in any way arise out of, relate to or are a consequence of, the performance or nonperformance by the Provider (including any Affiliates and Representatives of the Provider and any unaffiliated third-party providers, in each case, providing the applicable Services) under this Agreement or the provision of, or failure to provide, any Services under this Agreement, including with respect to loss of profits, business interruptions or claims of customers.

Section 6.02. Limitation of Liability . The Liabilities of each Provider and its Affiliates and Representatives, collectively, under this Agreement for any act or failure to act in connection herewith (including the performance or breach of this Agreement), or from the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, whether in contract, tort (including negligence and strict liability) or otherwise, at law or equity, shall not exceed the total aggregate Service Charges (excluding any Reimbursement Charges) actually paid to such Provider by the Recipient pursuant to this Agreement. The foregoing limitations on Liability in this Section 6.02 shall not apply to any breach of Section 8.03 and shall not limit any obligation to re-perform as set forth in Section 6.03. This Section 6.02 shall survive any termination of this Agreement.

Section 6.03. Obligation To Re-perform; Liabilities . In the event of any breach of this Agreement by any Provider with respect to the provision of any Services (with respect to which the Provider can reasonably be expected to re-perform in a commercially reasonable manner), the Provider shall (a) promptly correct in all material respects such error, defect or breach or re-perform in all material respects such Services at the request of the Recipient and at the sole cost and expense of the Provider and (b) subject to the limitations set forth in Sections 6.01 and 6.02 , reimburse the Recipient and its Affiliates and Representatives for Liabilities attributable to such breach by the Provider. The remedy set forth in this Section 6.03 shall be the sole and exclusive remedy of the Recipient for any such breach of this Agreement. Any request for re-performance in accordance with this Section 6.03 by the Recipient must be in writing and specify in reasonable detail the particular error, defect or breach, and such request must be made no more than one (1) month from the date such error, defect or breach becomes apparent or should have reasonably become apparent to the Recipient. This Section 6.03 shall survive any termination of this Agreement.

Section 6.04. Release and Recipient Indemnity . Subject to Section 6.01, each Recipient hereby releases the applicable Provider and its Affiliates and Representatives (each, a “ Provider Indemnified Party ”), and each Recipient hereby agrees to indemnify, defend and hold harmless each such Provider Indemnified Party from and against any and all Liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery,

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provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), except to the extent that such Liabilities arise out of, relate to or are a consequence of the applicable Provider Indemnified Party’s bad faith, gross negligence or willful misconduct.

Section 6.05. Provider Indemnity . Subject to Section 6.01 , each Provider hereby agrees to indemnify, defend and hold harmless the applicable Recipient and its Affiliates and Representatives (each a “ Recipient Indemnified Party ”), from and against any and all Liabilities arising from, relating to or in connection with: (a) the use of any Services by such Recipient or any of its Affiliates, Representatives or other Persons using such Services; or (b) the sale, delivery, provision or use of any Services provided under or contemplated by this Agreement, in the case of each of clause (a) and (b), to the extent that such Liabilities arise out of, relate to or are a consequence of the applicable Provider’s bad faith, gross negligence or willful misconduct.

Section 6.06. Indemnification Procedures . The provisions of Article VI of the Separation Agreement shall govern claims for indemnification under this Agreement.

Section 6.07. Liability for Payment Obligations . Nothing in this Article VI shall be deemed to eliminate or limit, in any respect, CBS’s or Outdoor Americas’ express obligation in this Agreement to pay Service Charges and Reimbursement Charges for Services rendered in accordance with this Agreement.

Section 6.08. Exclusion of Other Remedies . The provisions of Sections 6.03 , 6.04 and 6.05 of this Agreement shall, to the maximum extent permitted by applicable Law, be the sole and exclusive remedies of the Provider Indemnified Parties and the Recipient Indemnified Parties, as applicable, for any claim, loss, damage, expense or liability, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under this Agreement.

Section 6.09. Confirmation . Neither Party excludes responsibility for any liability which cannot be excluded pursuant to applicable Law.

ARTICLE VII

TERM AND TERMINATION

Section 7.01. Term and Termination . (a) This Agreement shall commence immediately upon the IPO Closing Time and shall terminate upon the earlier to occur of: (i) the last date on which either Party is obligated to provide any Service to the other Party in accordance with the terms of this Agreement or (ii) the mutual written agreement of the Parties to terminate this Agreement in its entirety.

(b) Without prejudice to a Recipient’s rights with respect to a Force Majeure, a Recipient may from time to time terminate this Agreement with respect to the entirety of any individual Service but not a portion thereof:

(i) for any reason or no reason, upon providing at least thirty (30) days’ prior written notice to the Provider; provided , however , that the Recipient shall pay to the Provider the necessary and reasonable documented out-of-pocket costs incurred in

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connection with the wind down of such Service other than any employee severance and relocation expenses, but including unamortized license fees and costs for equipment used to provide such Service, contractual obligations under agreements used to provide such Service, any breakage or termination fees and any other termination costs payable by the Provider with respect to any resources or pursuant to any other third-party agreements that were used by the Provider to provide such Service (or an equitably allocated portion thereof, in the case of any such equipment, resources or agreements that also were used for purposes other than providing Services); or

(ii) if the Provider of such Service has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to exist thirty (30) days after receipt by the Provider of written notice of such failure from the Recipient.

In the event that any Service is terminated other than at the end of a month, the Service Charge associated with such Service shall be pro-rated appropriately. The Parties acknowledge that there may be interdependencies among the Services being provided under this Agreement that may not be identified on the applicable Schedules and agree that, if the Provider’s ability to provide a particular Service in accordance with this Agreement is materially and adversely affected by the termination of another Service in accordance with Section 7.01(b)(i) , then the Parties shall negotiate in good faith to amend the Schedule relating to such affected continuing Service, which amendment shall be consistent with the terms of, and the pricing methodology used for, comparable Services.

(c) In connection with the termination of any Service, if the Recipient reasonably determines that it will require such Service to continue beyond the date on which such Service is scheduled to terminate, the Recipient may request that the Provider extend such Service (any such extension, a “ Service Extension ”) for a specified period beyond the scheduled termination of such Service (which period shall in no event be longer than one hundred and eighty (180) days) by written notice to the Provider no less than thirty (30) days prior to the date of such scheduled termination, and Provider shall consider any such request in good faith; provided , however , that no Party shall be obligated to agree to any Service Extension, including because, after good-faith negotiations between the Parties, the Parties fail to reach an agreement with respect to the terms thereof; provided , further , however , that (i) there shall be no more than one (1) Service Extension with respect to each Service and (ii) the Provider shall not be obligated to provide such Service Extension if a third-party consent is required and cannot be obtained by the Provider. Unless otherwise agreed to by Provider and Recipient, the Service Charge applicable to any such Service Extension shall be one hundred and twenty percent (120%) of the Service Charge applicable to such Service immediately prior to the Service Extension. In connection with any request for Service Extensions in accordance with this Section 7.01(c) , the CBS Services Manager and the Outdoor Americas Services Manager shall in good faith (x) negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of the applicable Service, and (y) determine the costs and expenses (other than Service Charges), if any, that would be incurred by the Provider or the Recipient, as the case may be, in connection with the provision of such Service Extension, which costs and expenses shall be borne solely by the Party requesting the Service Extension. Each amended Schedule to implement a Service Extension, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

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Section 7.02. Effect of Termination . Upon termination of any Service pursuant to this Agreement, the Provider of the terminated Service will have no further obligation to provide the terminated Service, and the relevant Recipient will have no obligation to pay any future Service Charges relating to any such Service; provided , however , that the Recipient shall remain obligated to the relevant Provider for the (i) Service Charges and Reimbursement Charges owed and payable in respect of Services provided prior to the effective date of termination and (ii) any applicable charges described in Section 7.01(b)(i) , which charges shall be payable only in the event that the Recipient terminates any Service pursuant to Section 7.01(b)(i) . In connection with the termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with a termination of this Agreement, Article I , Article VI (including liability in respect of any indemnifiable Liabilities under this Agreement arising or occurring on or prior to the date of termination), Article VII , Article VIII and all confidentiality obligations under this Agreement and liability for all due and unpaid Service Charges and Reimbursement Charges and any applicable charges payable pursuant to Section 7.01(b)(i) , shall continue to survive indefinitely.

Section 7.03. Force Majeure . (a) Neither Party (nor any Person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation (other than a payment obligation) under this Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure; provided , however , that (i) such Party (or such Person) shall have exercised commercially reasonable efforts to minimize the effect of such Force Majeure on its obligations; and (ii) the nature, quality and standard of care that the Provider shall provide in delivering a Service after a Force Majeure shall be substantially the same as the nature, quality and standard of care that the Provider provides to its Affiliates with respect to such Service. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give notice of suspension as soon as reasonably practicable to the other stating the date and extent of such suspension and the cause thereof, and such Party shall resume the performance of such obligations as soon as reasonably practicable after the removal of such cause.

(b) During the period of a Force Majeure, the Recipient shall be entitled to permanently terminate such Service(s) (and shall be relieved of the obligation to pay Service Charges for such Services(s) throughout the duration of such Force Majeure) if a Force Majeure shall continue to exist for more than fifteen (15) consecutive days, it being understood that Recipient shall not be required to provide any advance notice of such termination to Provider or pay any charges in connection therewith.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01. No Agency . Nothing in this Agreement shall be deemed in any way or for any purpose to constitute any Party as an agent of an unaffiliated party in the conduct of such other party’s business. A Provider of any Service under this Agreement shall act as an

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independent contractor and not as the agent of the Recipient in performing such Service, maintaining control over its employees, its subcontractors and their employees and complying with all withholding of income at source requirements, whether federal, national, state, local or foreign.

Section 8.02. Subcontractors . A Provider may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided , however , that (i) such Provider shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to the Provider and (ii) such Provider shall in all cases remain primarily responsible for all of its obligations under this Agreement with respect to the scope of the Services, the standard for services as set forth in Article V and the content of the Services provided to the Recipient.

Section 8.03. Treatment of Confidential Information .

(a) The Parties shall not, and shall cause all other persons providing Services or having access to information of the other Party that is confidential or proprietary (“ Confidential Information ”) not to, disclose to any other person or use, except for purposes of this Agreement, any Confidential Information of the other Party; provided , however , that the Confidential Information may be used by such Party to the extent that such Confidential Information has been (i) in the public domain through no fault of such Party or any member of such Group or any of their respective Representatives, (ii) later lawfully acquired from other sources by such Party (or any member of such Party’s Group) which sources are not themselves bound by a confidentiality obligation, or (iii) independently generated without reference to any Confidential Information of the other Party; provided , further , that each Party may disclose Confidential Information of the other Party, to the extent not prohibited by applicable Law: (i) to its Representatives on a need-to-know basis in connection with the performance of such Party’s obligations under this Agreement; (ii) in any report, statement, testimony or other submission required to be made to any Governmental Authority having jurisdiction over the disclosing Party; or (iii) in order to comply with applicable Law, or in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding. In the event that a Party becomes legally compelled (based on advice of counsel) by deposition, interrogatory, request for documents subpoena, civil investigative demand or similar judicial or administrative process to disclose any Confidential Information of the other Party, such disclosing Party shall provide the other Party with prompt prior written notice of such requirement, and, to the extent reasonably practicable, cooperate with the other Party (at such other Party’s expense) to obtain a protective order or similar remedy to cause such Confidential Information not to be disclosed, including interposing all available objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, the disclosing Party shall furnish only that portion of the Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts (at such other Party’s expense) to obtain assurance that confidential treatment will be accorded such Confidential Information.

(b) Each Party shall, and shall cause its Representatives to, protect the Confidential Information of the other Party by using the same degree of care to prevent the unauthorized disclosure of such as the Party uses to protect its own confidential information of a like nature, but in any event no less than a reasonable degree of care.

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(c) Each Party shall be liable for any failure by its respective Representatives to comply with the restrictions on use and disclosure of Confidential Information contained in this Agreement.

(d) Each Party shall comply with all applicable local, state, national, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of Services under this Agreement.

Section 8.04. Further Assurances . Each Party covenants and agrees that, without any additional consideration, it shall execute and deliver any further legal instruments and perform any acts that are or may become necessary to effectuate this Agreement.

Section 8.05. Dispute Resolution . Any Dispute shall be resolved in accordance with the procedures set forth in Article VII of the Separation Agreement, which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified herein or in Article VII of the Separation Agreement.

Section 8.06. Notices . Except with respect to routine communications by the CBS Services Manager, Outdoor Americas Services Manager, CBS Local Services Manager and Outdoor Americas Local Services Manager under Section 2.06 , all notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.06 ):

CBS Corporation

51 West 52nd Street

New York, New York 10019

Attn: General Counsel

CBS Outdoor Americas Inc.

405 Lexington Avenue, 17th Floor

New York, New York 10174

Attn: General Counsel

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Section 8.07. Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

Section 8.08. Entire Agreement . This Agreement, together with the documents referenced herein (including the Separation Agreement and any other Ancillary Agreements) constitutes the entire agreement between the parties with respect to the subject matter hereof, supersede all prior written and oral and all contemporaneous oral agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the parties other than those set forth or referred to herein or therein.

Section 8.09. No Third-Party Beneficiaries . Except as provided in Article VI with respect to Provider Indemnified Parties and Recipient Indemnified Parties, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person, including any union or any employee or former employee of CBS or Outdoor Americas, any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

Section 8.10. Governing Law . This Agreement (and any claims or disputes arising out of or related to this Agreement or to the transactions contemplated by this Agreement or to the inducement of any Party to enter into this Agreement or the transactions contemplated by this Agreement, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in accordance with, the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdiction (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York).

Section 8.11. Amendment . No provision of this Agreement, including any Schedules to this Agreement, may be amended, supplemented or modified except by a written instrument making specific reference to this Agreement or any such Schedules to this Agreement, as applicable, signed by all the Parties.

Section 8.12. Rules of Construction . Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph and Schedules are references to the Articles, Sections, paragraphs and Schedules of this Agreement unless otherwise specified; (c) references to “$” shall mean U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,”

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unless otherwise specified; (e) the word “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, when appropriate, to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (i) CBS and Outdoor Americas have each participated in the negotiation and drafting of this Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; (j) a reference to any Person includes such Person’s successors and permitted assigns; (k) any reference to “days” means calendar days unless business days are expressly specified; and (l) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a business day, the period shall end on the next succeeding business day.

Section 8.13. Counterparts . This Agreement may be executed in one or more counterparts, and by each Party in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of this Agreement.

Section 8.14. Assignability . This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of CBS and Outdoor Americas, except that each Party may:

(a) assign all of its rights and obligations under this Agreement to any of its Subsidiaries; provided that, in connection with any such assignment, the assigning Party provides a guarantee to the non-assigning Party (in a form reasonably agreed upon) for any liability or obligation of the assignee under this Agreement;

(b) in connection with the divestiture of any Subsidiary or business of such Party that is a Recipient to an acquiror that is not a competitor of the Provider, assign to the acquiror of such Subsidiary or business its rights and obligations as a Recipient with respect to the Services provided to such divested Subsidiary or business under this Agreement; provided that (i) in connection with any such assignment, the assigning Party provides a guarantee to the non-assigning Party (in a form reasonably agreed upon) for any liability or obligation of the assignee under this Agreement, (ii) any and all costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the assigning Party, and (iii) the Parties shall in good faith negotiate any amendments to this Agreement, including the Schedules hereto, that may be necessary or appropriate in order to assign such Services; and

(c) in connection with the divestiture of any Subsidiary or business of such Party that is a Recipient to an acquiror that is a competitor of the Provider, assign to the acquiror of such Subsidiary or business its rights and obligations as a Recipient with respect to the Services

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provided to such divested Subsidiary or business under this Agreement; provided that (i) in connection with any such assignment, the assigning Party provides a guarantee to the non-assigning Party (in a form reasonably agreed upon) for any liability or obligation of the assignee under this Agreement, (ii) any and all costs and expenses incurred by either Party in connection with such assignment (including in connection with clause (iii) of this proviso) shall be borne solely by the assigning Party, (iii) the Parties shall in good faith negotiate any amendments to this Agreement, including the Schedules hereto, that may be necessary or appropriate in order to ensure that such assignment will not (x) materially and adversely affect the businesses and operations of each of the Parties and their respective Affiliates or (y) create a competitive disadvantage for the Provider with respect to an acquiror that is a competitor, and (iv) no Party shall be obligated to provide any such assigned Services to an acquiror that is a competitor if the provision of such assigned Services to such acquiror would disrupt the operation of such Party’s businesses or create a competitive disadvantage for such Party with respect to such acquirer.

Section 8.15. Public Announcements . From and after the IPO Closing Time, the Parties shall consult with each other before issuing, and give each other the opportunity to review and comment upon, that portion of any press release or other public statements that relates to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation, except (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system; or (b) as otherwise set forth in the Separation Agreement.

Section 8.16. Non-Recourse . No past, present or future director, officer, employee, incorporator, member, partner, shareholder, Affiliate, agent, attorney or representative of either CBS or Outdoor Americas or their Affiliates shall have any liability for any obligations or liabilities of CBS or Outdoor Americas, respectively, under this Agreement or for any claims based on, in respect of, or by reason of, the transactions contemplated by this Agreement.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above by their respective duly authorized officers.

[Signature Page to Transition Services Agreement]

Exhibit I

Service Managers

I-1

Exhibit 10.3

LICENSE AGREEMENT

BY AND BETWEEN

CBS BROADCASTING INC.

AND

CBS OUTDOOR AMERICAS INC.

DATED AS OF APRIL 2, 2014

LICENSE AGREEMENT

This LICENSE AGREEMENT, dated as of April 2, 2014 (this “ Agreement ”), is by and between CBS Broadcasting Inc., a Delaware corporation, and CBS Outdoor Americas Inc., a Maryland corporation (the “ Licensee ”). The Licensor and the Licensee are herein referred to individually as a “ Party ” and collectively as the “Parties.” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of the date hereof, by and between CBS Corporation, a Delaware corporation (“ CBS ”) and Outdoor Americas (as amended, modified or supplemented from time to time in accordance with its terms, the “ Separation Agreement ”).

RECITALS

WHEREAS, the Licensee is presently a wholly owned indirect subsidiary of the Licensor, which itself is a wholly owned indirect subsidiary of CBS;

WHEREAS, CBS presently intends to cause the Licensee to issue shares of Outdoor Americas Common Stock in an initial public offering (the “ IPO ”), immediately following which CBS will own at least 80.1% or more of the outstanding shares of Outdoor Americas Common Stock;

WHEREAS, following the IPO, CBS presently intends to distribute the Outdoor Americas Common Stock held by CBS in one or more transactions that collectively have the effect that all or a substantial part of the shares of Outdoor Americas Common Stock held by CBS are distributed to all or some of the stockholders of CBS, whenever such transaction(s) shall occur (such transactions, collectively, the “ Split-Off ”);

WHEREAS, the Licensor is the registered proprietor of the Trademarks, and it or its Affiliates is the registered proprietor of the Domain Names or, in either case, it or its Affiliates have been licensed or otherwise authorized to deal with them and is permitted and able to license or sub-license the relevant rights to the Licensee on the terms of this Agreement;

WHEREAS, the Licensor wishes to license or sub-license its rights, title, and interest in and to the Trademarks and to license or sub-license its rights, title, and interest in and to, and to cause its Subsidiaries to license or sub-license their rights, title, and interest in and to, the Domain Names on the terms set out herein to the Licensee on a transition basis for the purpose of allowing the Licensee to wind-down its use of the Trademarks and Domain Names in connection with the IPO and the Split-Off; and

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties hereto agree as follows:

2

1.1 In this Agreement, the following terms shall have the meaning assigned to them:

(a) “ Brand Guidelines ” means the brand guidelines attached at Schedule 3 of this Agreement;

(b) “ Contract Counterparties ” means those third parties with whom the Licensee or its Affiliates has a current contract for the sale of outdoor advertising space as of the IPO Closing Time;

(c) “ Domain Names” means the domain names listed in Schedule 1 (or as may by written agreement of the parties be deemed added to that schedule);

(d) “ Licensed Property ” means the Trademarks and Domain Names;

(e) “ Sites ” means those sites at which the Outdoor Americas Business provides outdoor advertising space to their customers at the IPO Closing Time, together with any further additional sites which are offered to the Licensee during the Term pursuant to the terms of any of its contracts with the Contract Counterparties; and

(f) “ Trademarks ” means all of the trademarks listed in Schedule 2.

2.1 The Licensor (on behalf of itself and its Subsidiaries) hereby grants to the Licensee a non-exclusive royalty-free license to:

(a) Use the Licensor’s “CBS OUTDOOR” Trademarks as part of (i) registered and unregistered business names, (ii) registered company names and (iii) Domain Names, in each case, to the extent in use as of the IPO Closing Time in the conduct of the Outdoor Americas Business (including the natural extension and evolution thereof during the General Term (as defined below));

(b) Use the Trademarks as trademarks in the Outdoor Americas Business (other than as a physical badge on Sites), to the extent in use as of the IPO Closing Time in the conduct of the Outdoor Americas Business (including the natural extension and evolution thereof during the General Term); and

(c) Use the Trademarks as a physical badge on Sites , to the extent in use as of the IPO Closing Time in the conduct of the Outdoor Americas Business (including the natural extension and evolution thereof during the Site Term (as defined below)).

2.2 Licensee may not license or authorize third parties to use the Trademarks unless to grant limited sub-licenses to its Affiliates, the Contract Counterparties or third party operators and/or owners of Sites in each case to the extent required in connection with the operation, marketing and promotion of the Outdoor Americas Business. Notwithstanding the grant of any sub-licenses, the Licensee shall remain liable for compliance with all its obligations under this Agreement. Without the prior written consent of Licensor (not to be unreasonably withheld), the Licensee shall not use the Licensed Property on sites other than those identified herein.

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2.3 All rights not expressly granted by the Licensor to the Licensee pursuant to this Agreement are reserved without exception or limitation. The Licensee hereby acknowledges that Licensor’s CBS and Eye Design trademarks are famous and CBS and its Affiliates, including Licensor, use such marks on their respective websites and in certain domain names and use by the CBS and its Affiliates, including Licensor, of its CBS and Eye Design marks for activities other than the Outdoor Americas Business will not be a breach of any of its obligations under this Agreement. The Licensee hereby acknowledges that the Licensor may use the Trademarks in any manner, including promotion of its non-outdoor advertising businesses on outdoor advertising.

3.1 This Agreement shall commence at the IPO Closing Time, and in respect of:

(a) the licenses granted by Sections 2.1(a) and 2.1(b) of this Agreement (and all terms of this Agreement related to such licenses) shall terminate automatically without the need for action by either Party on the date which is ninety (90) days from the Split-Off Date (the “ General Term ”); and

(b) the licenses granted by Section 2.1(c) of this Agreement (and all terms of this Agreement related to such licenses) shall terminate automatically without the need for action by either Party on the date which is eighteen (18) months from the Split-Off Date (the “ Site Term ”).

4.1 The Licensee shall use the Trademarks in accordance with the Brand Guidelines together with any further or alternative branding guidelines as may reasonably be stipulated by the Licensor from time to time and shall observe all directions given by the Licensor as to colors and size of the representation of the Trademarks in connection with the operation of the Outdoor Americas Business or any advertising or marketing thereof.

4.2 If Licensee becomes aware of any existing uses of the Trademarks in the Outdoor Americas Business as of the IPO Closing Time that do not conform to the Brand Guidelines (“ Non-Conforming Existing Uses ”), Licensee shall promptly alert Licensor. Licensor shall have the option to request that Licensee conform such Non-Conforming Existing Uses to the Brand Guidelines; provided, that if Licensor permits Licensee to continue to use the Non-Conforming Existing Uses, Licensee shall not expand the Non-Conforming Existing Use beyond such use.

4.3 Licensor or its designee will have the right to inspect the Outdoor Americas Business operations conducted in connection with the Trademarks during regular business hours and upon reasonable notice in order to assure that the provisions of this Agreement are being observed. In connection with foregoing, Licensee agrees to cooperate with reasonable requests from Licensor to send to Licensor photographs of sample marketing material, Sites and other displays of the Trademarks during the Term.

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4.4 In using the Trademarks, the Licensee shall:

(a) maintain such quality standards for the Outdoor Americas Business that are in place as of the IPO Closing Time;

(b) at all times seek to maintain their distinctiveness and the Licensee shall not do, or omit to do, any act which may render the Trademarks generic or invalid;

(c) not perform any act which may reasonably be expected to be materially inconsistent with the goodwill or reputation of the Licensed Property; and

(d) not make any representation or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership of any of the Licensed Property other than the licensed rights conferred by this Agreement.

4.5 The Licensee shall cause to appear on all marketing and promotional materials on or in connection with which the Trademarks is used the following legend:

“CBS ^® is a Registered Trademark of CBS Broadcasting Inc. All Rights Reserved.”

and/or such legends, markings, and notices as the Licensor may reasonably request in order to give appropriate notice of any trademark, trade name or other rights therein.

4.6 During the General Term, the Licensor shall cooperate with Licensee to enable the Domain Names to be directed to the appropriate servers for the websites relating to the Outdoor Americas Business. The parties shall cooperate to achieve re-direction of the Domain Names prior to the expiration of the General Term.

4.7 The Licensee will, during the General Term, use its reasonable best efforts to reduce its usage of the Licensed Property for which a license is granted pursuant to either Section 2.1(a) or 2.1(b) of this Agreement such that, as at the expiration of the General Term, it will have ceased using any of the Licensed Property for which a license is granted pursuant to either Section 2.1(a) or 2.1(b) of this Agreement.

4.8 The Licensee will, during the Site Term, use its reasonable best efforts to reduce its usage of the Licensed Property for which a license is granted pursuant to Section 2.1(c) of this Agreement such that, as at the expiration of the Site Term, it will have ceased using any of the Licensed Property for which a license is granted pursuant to Sections 2.1(c) of this Agreement.

4.9 The Licensee is not permitted to adopt any new visual representation of the Trademarks in a form that is not already in use by the Outdoor Americas Business.

5.1 The Licensee acknowledges that nothing contained in this Agreement shall give the Licensee any right, title or interest in or to the Licensed Property, or any right to use them in any territory save as expressly granted in this Agreement. The Licensee will not claim any rights in the Licensed Property or apply to register the Licensed Property or any confusingly similar name or mark whether alone or in combination with any other name or mark or otherwise in any territory.

5

5.2 Any goodwill derived by, and any rights acquired by the Licensee from the use of the Trademarks or any derivatives thereof shall accrue to the Licensor (or its successors in title). At the request and expense of the Licensor, the Licensee shall execute all documents or take such action that is reasonably necessary to assign such goodwill and/or rights to the Licensor or otherwise to confirm Licensor’s ownership of the Licensed Property.

5.3 The Licensee agrees that it shall at no time prior to the expiration of this Agreement use or authorize the use of or apply to register any copyright, trademark, trade name, domain name or other designation identical to or similar to the Licensed Property. The Licensee agrees that the Licensor will, in its sole cost and discretion, clear, file, maintain and defend any and all applications and resulting registrations worldwide for the Licensed Property until the termination of this Agreement. The Licensee further agrees to abide by all reasonable clearance, filing and maintenance decisions made by the Licensor in connection with this Agreement, to execute any other documents or other materials the Licensor may reasonably request in furtherance of the purpose of this Agreement, and to cooperate with the Licensor in connection therewith, as requested.

5.4 If, in breach of this Agreement, the Licensee registers, or applies to register, any copyright, trademark, trade name, domain name or other designation identical to or similar to the Licensed Property, it shall immediately, with full title guarantee, transfer the registration or application to the Licensor, subject to reimbursement of the Licensee’s costs by the Licensor.

5.5 The Licensee agrees that it will not, and it will cause its Affiliates to not, use or authorize the use of or apply to register any copyright, trademark, trade name, domain name or other designation identical to or similar to the Licensed Property.

6.1 The Licensor shall be required (a) during the General Term to maintain all registrations for the Trademarks that exist as of the IPO Closing Time for which a license is granted pursuant to either Section 2.1(a) or 2.1(b) of this Agreement and (b) during the Site Term to maintain all registrations for the Trademarks that exist as of the IPO Closing Time for which a license is granted pursuant to Section 2.1(c) of this Agreement.

7.1 Each Party warrants and represents to the other that it has the full right, power and authority to execute and perform the obligations of this Agreement.

7.2 The Licensor warrants and represents to the Licensee that:

(a) it (or one of its Subsidiaries) holds all such rights and interest in the Licensed Property as are required to permit Licensor to enter into this Agreement; and

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(b) so far as the Licensor is aware, the Licensee’s use of the Licensed Property in connection with the Outdoor Americas Business does not and will not infringe or violate any other person or entity’s Intellectual Property Rights or proprietary rights of any kind.

8.1 Licensee shall be responsible for, pay and promptly reimburse the Licensor for any sales tax, value-added tax, goods and services tax or similar excise tax required to be paid or withheld by Licensor (or one of its Subsidiaries) in connection with this Agreement or the performance thereof, subject to the receipt of a valid tax invoice (if required by applicable law).

9.1 Each Party shall, at the cost and the request of the other Party and at any time after the IPO Closing Time, execute such documents and perform such acts as the other Party may reasonably require for the purpose of giving effect to this Agreement.

10.1 The Licensee shall, as soon as it becomes aware thereof, give the Licensor full particulars of any use or proposed use by any other person of a trade name, trademark, domain name or get-up of goods or mode of promotion or advertising which amounts or might amount either to: (i) infringement of; (ii) passing-off or unfair competition in relation to; or (iii) breach of any analogous or comparable right of the Licensor’s rights in relation to, the Licensed Property or the Licensee’s rights under this Agreement.

10.2 If the Licensee becomes aware that any other person alleges that the Licensed Property is invalid or that use of the Licensed Property infringes any rights of the Licensor or that the Licensed Property may be susceptible to challenge, the Licensee shall provide the Licensor with the particulars thereof.

10.3 The Licensor may, in its sole discretion, commence or prosecute any claims or suits to protect its rights hereunder, and the Licensee agrees to cooperate fully with Licensor and Licensor shall be responsible for reimbursing the Licensee for any and all documented costs reasonably incurred by the Licensee in providing such assistance to the Licensor.

11.1 Either Party (the “ Non-Defaulting Party ”) may forthwith terminate this Agreement by notice to the other Party (the “ Defaulting Party ”) in the event that:

(a) the Defaulting Party is wound up, files a petition in bankruptcy or is adjudicated a bankrupt, becomes unable to pay its debts when due, becomes insolvent, has a receiver, administrator, liquidator or similar appointed over its assets, makes any assignment for the benefit of its creditors or an arrangement pursuant to any insolvency law or anything analogous occurs in any jurisdiction;

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(b) the Defaulting Party fails to comply with any of its material obligations pursuant to this Agreement and does not remedy the same (if capable of being remedied) within thirty (30) days of receipt of notice in writing from the Non-Defaulting Party specifying the failure and demanding that it be remedied; or

(c) the Licensee alone or with others seeks a declaration or other order from the court or other authority having competent jurisdiction that the registration of any of the Licensed Property is invalid or otherwise attacks the validity of the Licensed Property.

11.2 Upon any expiration of the General Term or any termination of this Agreement, all rights to use any Licensed Property granted herein pursuant to either Section 2.1(a) or 2.1(b) of this Agreement to the Licensee shall immediately cease and the Licensee shall at the Licensor’s request either return to the Licensor or destroy all materials bearing the Licensed Property for which a license is granted pursuant to either Section 2.1(a) or 2.1(b) of this Agreement upon such termination. The Licensee shall deliver to Licensor a certificate, dated the final day of the General Term, signed by an officer of the Licensee attesting to the cessation of use and the return or destruction of any remaining materials bearing the Licensed Property for which a license is granted pursuant to either Section 2.1(a) or 2.1(b) of this Agreement.

11.3 Upon any expiration of the Site Term or any termination of this Agreement, all rights to use any Licensed Property granted herein pursuant to Section 2.1(c) of this Agreement to the Licensee shall immediately cease and the Licensee shall at the Licensor’s request either return to the Licensor or destroy all materials bearing the Licensed Property for which a license is granted pursuant to Section 2.1(c) of this Agreement upon such termination. The Licensee shall deliver to Licensor a certificate, dated the final day of the Site Term, signed by an officer of the Licensee attesting to the cessation of use and the return or destruction of any remaining materials bearing the Licensed Property for which a license is granted pursuant to Section 2.1(c) of this Agreement.

11.4 Notwithstanding anything herein to the contrary, Article 12 and Section 5.5 of this Agreement shall survive any termination of this Agreement and shall remain in full force and effect.

12.1 No Agency . Nothing in this Agreement shall be deemed to create any joint venture, partnership or principal agent relationship between the Licensee and the Licensor and no Party shall hold itself out in its advertising or otherwise in any manner which would indicate or imply any such relationship with the other.

12.2 Entire Agreement . This Agreement and the Master Separation Agreement constitutes the entire agreement between the CBS and/or the Licensor, on the one hand, and the Licensee, on the other hand, with respect to the Licensed Property, supersede all prior written and oral and all contemporaneous oral agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the CBS and/or the Licensor, on the one hand, and the Licensee, on the other hand other than those set forth or referred to herein or therein.

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12.3 Amendments . No provision of this Agreement, including any Schedules to this Agreement, may be amended, supplemented or modified except by a written instrument making specific reference to this Agreement or any such Schedules to this Agreement, as applicable, signed by the Licensor and the Licensee.

12.4 Dispute Resolution . Any Dispute shall be resolved in accordance with the procedures set forth in Article VII of the Separation Agreement, which shall be the sole and exclusive procedures for the resolution of any such Dispute unless otherwise specified herein or in Article VII of the Separation Agreement.

12.5 Liability . Neither Party shall be liable in contract, tort (including negligence) or otherwise arising out of or in connection with this Agreement for any special, indirect or consequential losses or damage including any economic loss (including loss of revenues, profits, contracts, business or anticipated savings); in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement. The foregoing exclusion shall not apply in the event of any indemnity obligation under this Agreement.

12.6 Confidentiality . Each of the parties shall keep confidential the terms of this Agreement and all information concerning the business of either of them exchanged between them in the course of negotiating the same or pursuant to the terms hereof and shall not divulge the same to any third parties (other than to their respective professional advisers) save to the extent necessary to enable them to perform their respective obligations hereunder.

12.7 Assignability . This Agreement shall not be assigned by operation of Law or otherwise without the prior written consent of the Licensor and the Licensee, except that each of the Licensor and the Licensee may assign all of its rights and obligations under this Agreement to any of its Subsidiaries; provided , that in connection with any such assignment, the assigning Party provides a guarantee to the non-assigning Party (in a form reasonably agreed upon) for any liability or obligation of the assignee under this Agreement. Any purported assignment or transfer in violation of this Section 12.7 shall be null and void and of no effect.

12.8 Notices . Any notice given or served under this Agreement shall be in writing and in accordance with the provisions of Section VII of the Separation Agreement.

12.9 Waivers . No failure or delay on the part of any Party in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder. No provision of this Agreement may be waived except pursuant to a writing executed by the waiving Party.

12.10 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either the Licensor or the Licensee. Upon such

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determination that any term or other provision is invalid, illegal or incapable of being enforced, the Licensor and the Licensee shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Licensor and the Licensee as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

12.11 No Third-Party Beneficiaries . This Agreement is for the sole benefit of the Licensor and the Licensee and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

12.12 Counterparts . This Agreement may be executed in one or more counterparts, and by each Party in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of this Agreement.

12.13 Rules of Construction . Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph and Schedules are references to the Articles, Sections, paragraphs and Schedules of this Agreement unless otherwise specified; (c) references to “ $ ” shall mean U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, when appropriate, to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Licensor and the Licensee and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; and (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day.

12.14 Jurisdiction and Venue; Waiver of Jury Trial

(a) This Agreement (and any claims or disputes arising out of or related to this Agreement or to the transactions contemplated by this Agreement or to the inducement of the Licensor or the Licensee to enter into this Agreement or the transactions contemplated by this Agreement, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by, and construed in

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accordance with, the Laws of the State of New York, including all matters of construction, validity and performance, in each case without reference to any conflict of Law rules that might lead to the application of the Laws of any other jurisdiction (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York).

(b) Each Party irrevocably submits to the jurisdiction of any New York state or federal court in any action arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such action may be heard and determined in such New York state or federal court. Each Party hereby irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Action. The parties further agree, to the extent permitted by law, that final and unappealable judgment against any of them in any action contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment.

(c) EACH PARTY TO THIS AGREEMENT WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. NO PARTY TO THIS AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS AGREEMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP AMONG THE PARTIES. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

[ Remainder of Page Intentionally Left Blank ]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date and year first written above.

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT

BY AND BETWEEN

CBS CORPORATION

AND

CBS OUTDOOR AMERICAS, INC.

DATED AS OF APRIL 2, 2014

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT, dated as of April 2, 2014 (this “ Agreement ”), is by and between CBS Outdoor Americas, Inc., a Maryland corporation (“ Outdoor Americas ”), and CBS Corporation, a Delaware corporation (“ CBS ”). CBS and Outdoor Americas are herein referred to individually as a “ Party ” and collectively as the “ Parties .” Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Master Separation Agreement, dated as of the date hereof, by and between CBS and Outdoor Americas (as amended, modified or supplemented from time to time in accordance with its terms, the “ Separation Agreement ”).

WHEREAS, Outdoor Americas is presently a wholly owned indirect subsidiary of CBS;

WHEREAS, CBS presently intends to cause Outdoor Americas to issue shares of Outdoor Americas Common Stock in an initial public offering (the “ IPO ”), by means of a Registration Statement on Form S-11 (File No. 333-189643) (the “ IPO Registration Statement ”) filed by Outdoor Americas with the U.S. Securities and Exchange Commission (the “ SEC ”), immediately following which CBS will own at least 80.1% or more of the outstanding shares of common stock, par value $0.01 per share, of Outdoor Americas (“ Outdoor Americas Common Stock ”);

WHEREAS, following the IPO, CBS presently intends to distribute the Outdoor Americas Common Stock held by CBS in one or more transactions that collectively have the effect that all or a substantial part of the shares of Outdoor Americas Common Stock held by CBS are distributed to all or some of the stockholders of CBS, whenever such transaction(s) shall occur (such transactions, collectively, the “ Split-Off ”);

WHEREAS, CBS presently intends to effect the Split-Off by (i) consummating an offer to exchange shares of Outdoor Americas Common Stock owned by CBS for shares of CBS Common Stock then outstanding and (ii) in the event that holders of CBS Common Stock subscribe for less than all of the shares of Outdoor Americas Common Stock owned by CBS in such exchange offer, (a) offering the remaining shares of Outdoor Americas Common Stock owned by CBS in one or more subsequent exchange offers and/or (b) distributing the remaining shares of Outdoor Americas Common Stock owned by CBS on a pro rata basis to holders of CBS Common Stock whose shares of CBS Common Stock remain outstanding after consummation of the exchange offer(s) (collectively, the “ Distribution ”), which may require registration under the Securities Act (as defined below);

WHEREAS, if CBS does not proceed with the Split-Off, CBS may elect to dispose of the shares of Outdoor Americas Common Stock held by CBS in a number of different types of transactions, including open market sales, sales to one or more third parties or pro rata distributions of shares of Outdoor Americas Common Stock or a combination of these transactions, which may require registration under the Securities Act; and

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WHEREAS, Outdoor Americas desires to grant to CBS the Registration Rights for the Registrable Securities (as such terms are defined below), subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ Affiliate ” has the meaning set forth in the Separation Agreement.

“ Agreement ” has the meaning set forth in the Preamble to this Agreement.

“ Board ” means the board of directors of Outdoor Americas.

“ Business Days ” has the meaning set forth in the Separation Agreement.

“ CBS ” has the meaning set forth in the Preamble to this Agreement and shall include its successors, by merger, acquisition, reorganization or otherwise.

“ Company Public Sale ” has the meaning set forth in Section 2.2(a) of this Agreement.

“ Demand Registration ” has the meaning set forth in Section 2.1(a) of this Agreement.

“ Dispute ” has the meaning set forth in Section 3.5(c) of this Agreement.

“ Distribution ” has the meaning set forth in the Recitals to this Agreement.

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“ Holder ” shall mean CBS or any of its Subsidiaries, so long as such Person holds any Registrable Securities, and any Person owning Registrable Securities who is a permitted transferee of rights under Section 3.4 .

“ Initiating Holder ” has the meaning set forth in Section 2.1(a) of this Agreement.

“ IPO ” has the meaning set forth in the Recitals to this Agreement.

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“ IPO Registration Statement ” has the meaning set forth in the Recitals to this Agreement.

“ Loss ” has the meaning set forth in Section 2.6(a) of this Agreement.

“ Losses ” has the meaning set forth in Section 2.6(a) of this Agreement.

“ Outdoor Americas ” has the meaning set forth in the preamble to this Agreement and shall include its successors, by merger, acquisition, reorganization or otherwise.

“ Outdoor Americas Common Stock ” has the meaning set forth in the Recitals to this Agreement.

“ Parties ” has the meaning set forth in the Preamble to this Agreement.

“ Party ” has the meaning set forth in the Preamble to this Agreement.

“ Piggyback Registration ” has the meaning set forth in Section 2.2(a) of this Agreement.

“ Prospectus ” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus.

“ Registrable Securities ” means any Shares and any securities (including Outdoor Americas Common Stock) issued or issuable directly or indirectly with respect to, in exchange for or in replacement of the Shares, whether by way of a dividend or distribution or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization. The term “Registrable Securities” excludes, however, any security (i) the sale of which has been effectively registered under the Securities Act and which has been disposed of in accordance with a Registration Statement, (ii) that has been sold by a Holder in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof (including transactions pursuant to Rule 144) such that the further disposition of such securities by the transferee or assignee is not restricted under the Securities Act, or (iii) that have been sold by a Holder in a transaction in which such Holder’s rights under this Agreement are not, or cannot be, assigned.

“ Registration ” means a registration with the SEC of the offer and sale to the public of Outdoor Americas Common Stock under a Registration Statement. The terms “ Register ” and “ Registering ” shall have a correlative meaning.

“ Registration Expenses ” shall mean all expenses incident to Outdoor Americas’s performance of or compliance with this Agreement, including all (i) registration, qualification and filing fees; (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications within the United States of any Registrable Securities being registered); (iii) printing expenses, messenger, telephone and delivery expenses; (iv) internal expenses of Outdoor Americas (including all salaries and expenses of employees of Outdoor Americas performing legal or

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accounting duties); (v) fees and disbursements of counsel for Outdoor Americas and customary fees and expenses for independent certified public accountants retained by Outdoor Americas (including the expenses of any comfort letters or costs associated with the delivery by Outdoor Americas’s independent certified public accountants of comfort letters customarily requested by underwriters); and (vi) fees and expenses of listing any Registrable Securities on any securities exchange on which the shares of Outdoor Americas Common Stock are then listed and Financial Industry Regulatory Authority registration and filing fees; but excluding any internal expenses of the Holder, any underwriting discounts or commissions attributable to the sale of any Registrable Securities, any stock transfer taxes, and any fees and expenses of counsel to the Holder.

“ Registration Period ” has the meaning set forth in Section 2.1(c) of this Agreement.

“ Registration Rights ” shall mean the rights of the Holders to cause Outdoor Americas to Register Registrable Securities pursuant to Article II .

“ Registration Statement ” means any registration statement of Outdoor Americas filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

“ Registration Suspension ” has the meaning set forth in Section 2.1(d) of this Agreement.

“ SEC ” has the meaning set forth in the Recitals to this Agreement.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“ Separation Agreement ” has the meaning set forth in the Preamble to this Agreement.

“ Shares ” means all shares of Outdoor Americas Common Stock that are beneficially owned by CBS or any permitted transferee from time to time, whether or not held immediately following the IPO.

“ Shelf Registration ” means a registration pursuant to a Shelf Registration Statement.

“ Shelf Registration Statement ” means a Registration Statement of Outdoor Americas for an offering to be made on a delayed or continuous basis of Outdoor Americas Common Stock pursuant to Rule 415 under the Securities Act (or similar provisions then in effect).

“ Split-Off ” has the meaning set forth in the Recitals to this Agreement.

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“ Underwritten Offering ” means a Registration in which securities of Outdoor Americas are sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.

1.2 General Interpretive Principles . Interpretation of this Agreement shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (b) references to the terms Article, Section, paragraph and Schedules are references to the Articles, Sections, paragraphs and Schedules of this Agreement unless otherwise specified; (c) references to “$” shall mean U.S. dollars; (d) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, when appropriate, to successive events and transactions; (h) the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days, unless Business Days are expressly specified; and (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day.

ARTICLE II

REGISTRATION RIGHTS

2.1 Registration .

(a) Request . Any Holder(s) of Registrable Securities (collectively, the “ Initiating Holder ”) shall have the right to request that Outdoor Americas file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held by such Holder, by delivering a written request thereof to Outdoor Americas specifying the number of shares of Registrable Securities such Holder wishes to register (a “ Demand Registration ”). Outdoor Americas shall (i) within five (5) days of the receipt of a Demand Registration, give written notice of such Demand Registration to all Holders of Registrable Securities, and (ii) shall use its reasonable best efforts to cause the Registration Statement to become effective in respect of each Demand Registration in accordance with the intended method of distribution set forth in the written request delivered by the Holder as expeditiously as possible, and Outdoor Americas shall use its reasonable best efforts to file such Registration Statement within 45 days of receipt of such request. Outdoor Americas shall include in such Registration all Registrable Securities with respect to which Outdoor Americas receives, within the ten (10) days immediately following the receipt by the Holder(s) of such notice from Outdoor Americas, a request for inclusion in the registration from the Holder(s) thereof. Each such request from a Holder of Registrable Securities for inclusion in the Registration shall also specify the aggregate amount of Registrable Securities proposed to be registered.

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(b) Limitations on Demand Registration Requests . The Holder(s) may collectively make a total of five (5) Demand Registration requests pursuant to Section 2.1(a) (it being understood that the IPO Registration Statement shall not be treated as a Demand Registration or Demand Registration request). Notwithstanding the foregoing, if, at the time of the fifth (5th) Demand Registration, Outdoor Americas is prohibited under then-existing SEC rules from registering all remaining Registrable Securities pursuant to a Shelf Registration, regardless of whether the Holder or Holders has requested that such fifth (5th) Demand Registration be a Shelf Registration or otherwise, then such Demand Registration shall not count toward the total number of Demand Registration requests made by the Holder(s), and the Holder(s) shall continue to be able to make additional Demand Registration requests until such time as Outdoor Americas is permitted under then-existing SEC rules to register all of the remaining Registrable Securities pursuant to a Shelf Registration. In the event that any Person shall have received rights to Demand Registration pursuant to Section 3.4 , and such Person shall have made a Demand Registration request, such request shall be treated as having been made by the Holder(s) for purposes of the first sentence of this Section 2.1(b) ; provided , however , that in no event shall CBS and its Subsidiaries, so long as they hold Registrable Securities, be entitled to less than three (3) Demand Registration requests hereunder. The number of Registrable Securities requested to be registered pursuant to this Section 2.1 must represent more than 10% of the number of Registrable Securities immediately following the completion of the IPO.

(c) Effective Registration . Outdoor Americas shall be deemed to have effected a Registration for purposes of this Section 2.1 if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC, and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been sold and (ii) ninety (90) days from the effective date of the Registration Statement (or from the date the applicable Prospectus is filed with the SEC if Outdoor Americas is satisfying a request for Demand Registration by filing a Prospectus under an effective Shelf Registration Statement) (the “ Registration Period ”). No Registration shall be deemed to have been effective if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied by reason of Outdoor Americas. If, during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, the Registration Period shall be extended on a day-by-day basis for any period the Holder is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other governmental agency or court.

(d) Delay in Filing; Suspension of Registration . If the filing, initial effectiveness or continued use of a Registration Statement would, as reasonably determined in good faith by the general counsel of Outdoor Americas require the disclosure of material non-public information that Outdoor Americas has a bona fide business purpose to keep confidential and the disclosure of which would have a material adverse effect on any active proposal by Outdoor Americas or any of its subsidiaries to engage in any material acquisition, merger, consolidation, tender offer, other business combination, reorganization, securities offering or other material transaction, Outdoor Americas may, upon giving prompt written notice of such

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action to the Holders, postpone the filing or effectiveness of such registration (a “ Registration Suspension ”) for a period not to exceed ninety (90) days; provided , however , that Outdoor Americas may exercise a Registration Suspension no more than two (2) times in any 12-month period. Notwithstanding the foregoing, no such delay shall exceed such number of days that Outdoor Americas determines in good faith to be reasonably necessary. Outdoor Americas shall (i) immediately notify the Holders upon the termination of any Registration Suspension, (ii) amend or supplement the Prospectus, if necessary, so it does not contain any misstatement of a material fact, or an omission of a material fact necessary to make a statement not materially misleading, therein, and (iii) furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The effectiveness period for any Demand Registration for which Outdoor Americas has exercised a Registration Suspension shall be increased on a day-by-day basis by the period of time such Registration Suspension is in effect.

(e) Underwritten Offering . If the Initiating Holder so indicates at the time of its request pursuant to Section 2.1(a) , such offering of Registrable Securities shall be in the form of an Underwritten Offering and Outdoor Americas shall include such information in its written notice to the Holders required under Section 2.1(a) . In the event that the Initiating Holder intends to distribute the Registrable Securities by means of an Underwritten Offering, the right of any Holder to include Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. CBS, in the event CBS is participating in the Underwritten Offering, or the Holders of a majority of the outstanding Registrable Securities being included in any Underwritten Offering, in the event CBS is not participating in the Underwritten Offering, shall select the underwriter(s), financial printer, solicitation and/or exchange agent (if any) and counsel for such Underwritten Offering.

(f) Priority of Securities Registered . If the managing underwriter or underwriters of a proposed Underwritten Offering of Registrable Securities included in a Registration pursuant to this Section 2.1 informs the Holders with Registrable Securities in such Registration of such class of Registrable Securities in writing that, in its or their opinion, the number of securities requested to be included in such Registration exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Holders of a majority of the Shares subject to such Registration shall have the right to (i) request the number of Registrable Securities to be included in such Registration be allocated pro rata among the Holders, including the Initiating Holder, to the extent necessary to reduce the total number of Registrable Securities to be included in such offering to the number recommended by the managing underwriter or underwriters; provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining Holders in like manner or (ii) notify Outdoor Americas in writing that the Registration Statement shall be abandoned or withdrawn, in which event Outdoor Americas shall abandon or withdraw such Registration Statement. In the event the Holders notify Outdoor Americas that such Registration Statement shall be abandoned or withdrawn, such Holders shall not be deemed to have requested a Demand Registration pursuant to Section 2.1(a) and Outdoor Americas shall not be deemed to have effected a Demand Registration pursuant to Section 2.1(b) .

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(g) Shelf Registration; Convertible Registration; Exchange Registration . With respect to any Demand Registration, the requesting Holders may request Outdoor Americas to effect a registration of the Shares under a Shelf Registration.

(h) SEC Form . Except as set forth in the next sentence, Outdoor Americas shall use its reasonable best efforts to cause Demand Registrations to be registered on Form S-3 (or any successor form), and if Outdoor Americas is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be registered on Form S-1 or Form S-11, as applicable (or any successor form). Outdoor Americas shall use its reasonable best efforts to become eligible to use Form S-3 and, after becoming eligible to use Form S-3, shall use its reasonable best efforts to remain so eligible. All such Demand Registrations shall comply with applicable requirements of the Securities Act and, together with each prospectus included, filed or otherwise furnished by Outdoor Americas in connection therewith, shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

2.2 Piggyback Registrations .

(a) Participation . If Outdoor Americas proposes to file a Registration Statement under the Securities Act with respect to any offering of its Common Stock for its own account and/or for the account of any other Persons (other than (i) a Registration under Section 2.1 hereof, (ii) a Registration pursuant to a Registration Statement on Form S-8 or Form S-4 or similar forms that relate to a transaction subject to Rule 145 under the Securities Act, (iii) any form that does not include substantially the same information, other than information relating to the selling holders or their plan of distribution, as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) a Registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered) (a “ Company Public Sale ”), then, as soon as practicable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), Outdoor Americas shall give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “ Piggyback Registration ”). Subject to Section 2.2(a) and Section 2.2(c) , Outdoor Americas shall include in such Registration Statement all such Registrable Securities which are requested to be included therein within fifteen (15) Business Days after the receipt of any such notice; provided , however , that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, Outdoor Americas shall determine for any reason not to Register or to delay Registration of such securities, Outdoor Americas may, at its election, give written notice of such determination to each such Holder and, thereupon, (i) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1 , and (ii) in the case of a determination to delay Registering, shall be permitted to delay Registering any Registrable Securities, for the same period as the delay in

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Registering such other shares of Common Stock. No Registration effected under this Section 2.2 shall relieve Outdoor Americas of its obligation to effect any Demand Registration under Section 2.1 . If the offering pursuant to such Registration Statement is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) shall, and Outdoor Americas shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) shall, and Outdoor Americas shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. For purposes of clarification, Outdoor Americas’s filing of a Shelf Registration Statement shall not be deemed to be a Company Public Sale; provided , however , that any prospectus supplement filed pursuant to a Shelf Registration Statement with respect to an offering of Outdoor Americas’s Common Stock for its own account and/or for the account of any other Persons will be a Company Public Sale, unless such offering qualifies for an exemption from Outdoor Americas Public Sale definition in this Section 2.2(a) .

(b) Right to Withdraw . Each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in any Underwritten Offering pursuant to this Section 2.2(b) at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to Outdoor Americas of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.

(c) Priority of Piggyback Registration . If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs Outdoor Americas and Holders in writing that, in its or their opinion, the number of securities of such class which such Holder and any other Persons intend to include in such offering exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be (i)  first , all securities of Outdoor Americas and any other Persons (other than Outdoor Americas’s executive officers and directors) for whom Outdoor Americas is effecting the Registration, as the case may be, proposes to sell, (ii)  second , the number of Registrable Securities of such class that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Registration based on the relative number of Registrable Securities of such class requested by such Holder to be included in such sale ( provided that any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner), subject to any superior contractual rights of other holders, (iii)  third , the number of securities of executive officers and directors for whom Outdoor Americas is effecting the Registration, as the case may be, with such number to be allocated pro rata among the executive officers and directors, and (iv)  fourth , any other securities eligible for inclusion in such Registration, allocated among the holders of such securities in such proportion as Outdoor Americas and those holders may agree.

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(d) Underwritten Offering . If any Piggyback Registration is an underwritten offering and any of the investment banker(s) or manager(s) selected to administer the offering was not one of the joint book-running managers of the IPO, such investment banker or manager shall not administer such offering if the Holders of a majority of the Shares included in such Piggyback Registration reasonably object thereto. The Holders of a majority of the Shares included in any Piggyback Registration shall have the right to select counsel for the Holders of the Shares included in such Piggyback Registration.

2.3 Registration Procedures .

(a) In connection with Outdoor Americas’s Registration obligations under Section 2.1 and  Section 2.2 , Outdoor Americas shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable (but in no event, in the case of the initial filing of the registration statement, later than thirty (30) days after the date of a demand under Section 2.1 if the applicable registration form is Form S-3 or a successor form, and for any other form, sixty (60) days from the date of such demand), and in connection therewith Outdoor Americas shall:

(i) prepare and file the required Registration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing with the SEC a Registration Statement or Prospectus, or any amendments or supplements thereto, (A) furnish to the underwriters, if any, and to the Holders, copies of all documents prepared to be filed, which documents will be subject to the review of such underwriters and such Holders and their respective counsel, and (B) not file with the SEC any Registration Statement or Prospectus or amendments or supplements thereto to which Holders or the underwriters, if any, shall reasonably object;

(ii) except in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares registered thereon until the earlier of (A) such time as all of such Shares have been disposed of in accordance with the intended methods of disposition set forth in such registration statement or (B) the expiration of nine (9) months after such registration statement becomes effective, plus the number of days that any filing or effectiveness has been delayed under Section 2.1(d) ;

(iii) in the case of a Shelf Registration (but not including any Convertible Registration), prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending on the earlier of (A) 36 months after the effective date of such registration statement plus the number of days that any filing or effectiveness has been delayed under Section 2.1(d) , and (B) the date on which all the Shares subject thereto have been sold pursuant to such registration statement;

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(iv) notify the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by Outdoor Americas (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, when the applicable Prospectus or any amendment or supplement to such Prospectus has been filed, (B) of any written comments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of Outdoor Americas in any applicable underwriting agreement cease to be true and correct in all material respects, and (E) of the receipt by Outdoor Americas of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(v) subject to Section 2.1(d) , promptly notify each selling Holder and the managing underwriter or underwriters, if any, when Outdoor Americas becomes aware of the occurrence of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in effect) contains any misstatement of a material fact, or an omission of a material fact necessary to make a statement not materially misleading (in the case of such Prospectus and any preliminary Prospectus, in light of the circumstances under such statement was made) or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish without charge to the selling Holder and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus which will correct such misstatement or omission or effect such compliance;

(vi) use its reasonable best efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use of any preliminary or final Prospectus;

(vii) promptly incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters and the Holders agree should be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

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(viii) furnish to each selling Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(ix) deliver to each selling Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Holder or underwriter may reasonably request (it being understood that Outdoor Americas consents to the use of such Prospectus or any amendment or supplement thereto by each selling Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto) and such other documents as such selling Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holder or underwriter;

(x) on or prior to the date on which the applicable Registration Statement is declared effective or becomes effective, use its reasonable best efforts to register or qualify, and cooperate with each selling Holder, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction of the United States as any selling Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and so as to permit the continuance of sales and dealings in such jurisdictions of the United States for so long as may be necessary to complete the distribution of the Registrable Securities covered by the Registration Statement; provided that Outdoor Americas will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(xi) in connection with any sale of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with each selling Holder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive Securities Act legends; and to register such Registrable Securities in such denominations and such names as such selling Holder or the underwriter(s), if any, may request at least two (2) Business Days prior to such sale of Registrable Securities; provided that Outdoor Americas may satisfy its obligations hereunder without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System;

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(xii) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority and each securities exchange, if any, on which any of Outdoor Americas’s securities are then listed or quoted and on each inter-dealer quotation system on which any of Outdoor Americas’s securities are then quoted, and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of each such exchange, and use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(xiii) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company; provided that Outdoor Americas may satisfy its obligations hereunder without issuing physical stock certificates through the use of the Depository Trust Company’s Direct Registration System;

(xiv) obtain for delivery to and addressed to each selling Holder and to the underwriter or underwriters, if any, opinions from the general counsel or deputy general counsel for Outdoor Americas, in each case dated the effective date of the Registration Statement or, in the event of an Underwritten Offering, the date of the closing under the underwriting agreement, and in each such case in customary form and content for the type of Underwritten Offering;

(xv) in the case of an Underwritten Offering, obtain for delivery to and addressed to Outdoor Americas and the managing underwriter or underwriters and, to the extent requested, each selling Holder, a cold comfort letter from Outdoor Americas’s independent certified public accountants in customary form and content for the type of Underwritten Offering, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

(xvi) use its reasonable best efforts to comply with all applicable rules and regulations of the SEC and make generally available to its security holders, as soon as reasonably practicable, but no later than ninety (90) days after the end of the twelve (12)-month period beginning with the first day of Outdoor Americas’s first quarter commencing after the effective date of the applicable Registration Statement, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder and covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the Registration Statement;

(xvii) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

(xviii) cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of Outdoor Americas’s securities are then listed or quoted and on each inter-dealer quotation system on which any of Outdoor Americas’s securities are then quoted;

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(xix) provide (A) each Holder participating in the Registration, (B) the underwriters (which term, for purposes of this Agreement, shall include a Person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act), if any, of the Registrable Securities to be registered, (C) the sale or placement agent therefor, if any, (D) counsel for such underwriters or agent, and (E) any attorney, accountant or other agent or representative retained by such Holder or any such underwriter, as selected by such Holder, the opportunity to participate in the preparation of such Registration Statement, each prospectus included therein or filed with the SEC, and each amendment or supplement thereto, and to require the insertion therein of material, furnished to Outdoor Americas in writing, which in the reasonable judgment of such Holder(s) and their counsel should be included; and for a reasonable period prior to the filing of such registration statement, make available upon reasonable notice at reasonable times and for reasonable periods for inspection by the parties referred to in (A) through (E) above, all pertinent financial and other records, pertinent corporate documents and properties of Outdoor Americas that are available to Outdoor Americas, and cause all of Outdoor Americas’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available at reasonable times and for reasonable periods to discuss the business of Outdoor Americas and to supply all information available to Outdoor Americas reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility, subject to the foregoing;

(xx) cause the senior executive officers of Outdoor Americas to participate at reasonable times and for reasonable periods in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto, except to the extent that such participation materially interferes with the management of Outdoor Americas’s business; provided that the effectiveness period for any Demand Registration shall be increased on a day-by-day basis by the period of time that management cannot participate; and

(xxi) take all other customary steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

(b) As a condition precedent to any Registration hereunder, Outdoor Americas may require each Holder as to which any Registration is being effected to furnish to Outdoor Americas such information regarding the distribution of such securities and such other information relating to such Holder, its ownership of Registrable Securities and other matters as Outdoor Americas may from time to time reasonably request in writing. Each such Holder agrees to furnish such information to Outdoor Americas and to cooperate with Outdoor Americas as reasonably necessary to enable Outdoor Americas to comply with the provisions of this Agreement.

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(c) CBS agrees, and any other Holder agrees by acquisition of such Registrable Securities, that, upon receipt of any written notice from Outdoor Americas of the occurrence of any event of the kind described in Section 2.3(a)(v) , such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.3(a)(v) , or until such Holder is advised in writing by Outdoor Americas that the use of the Prospectus may be resumed, and if so directed by Outdoor Americas, such Holder will deliver to Outdoor Americas (at Outdoor Americas’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event Outdoor Americas shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 2.3(a)(v) or is advised in writing by Outdoor Americas that the use of the Prospectus may be resumed.

(d) In the event of a public sale of Outdoor Americas’s equity securities in an Underwritten Offering, whether or not the Holders participate therein, the Holders hereby agree, and Outdoor Americas agrees that it shall cause its executive officers and directors to agree, if requested by the managing underwriter or underwriters in such Underwritten Offering, not to effect any sale or distribution (including any offer to sell, contract to sell, short sale or any option to purchase) of any securities (except, in each case, as part of the applicable Registration, if permitted hereunder) that are the same as or similar to those being Registered in connection with such Company Public Sale, or any securities convertible into or exchangeable or exercisable for such securities, during the period beginning five (5) days before, and ending ninety (90) days (or such lesser period as may be permitted by Outdoor Americas or such managing underwriter or underwriters) after, the effective date of the Registration Statement filed in connection with such Registration, to the extent timely notified in writing by Outdoor Americas or the managing underwriter or underwriters. The Holders also agree to execute an agreement evidencing the restrictions in this Section 2.2(d) in customary form, which form is satisfactory to Outdoor Americas and the underwriters; provided that such restrictions may be included in the underwriting agreement. Outdoor Americas may impose stop-transfer instructions with respect to the securities subject to the foregoing restriction until the end of the required stand-off period.