EX-10.2



 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 
  

							
	 	 	 	  	Page	 
	ARTICLE I	  
	 DEFINITIONS
	   

	
	 ARTICLE II
	   

	 SERVICES, DURATION AND SERVICES MANAGERS
	   

			
	 Section 2.01.
	 	Services	  	 	3	  
	 Section 2.02.
	 	Duration of Services	  	 	3	  
	 Section 2.03.
	 	Additional Unspecified Services	  	 	4	  
	 Section 2.04.
	 	New Services	  	 	5	  
	 Section 2.05.
	 	Services Not Included	  	 	5	  
	 Section 2.06.
	 	Transition Services Managers	  	 	5	  
	 Section 2.07.
	 	Personnel	  	 	6	  
	
	 ARTICLE III
	   

	 ADDITIONAL ARRANGEMENTS
	   

			
	 Section 3.01.
	 	Software and Software Licenses	  	 	7	  
	 Section 3.02.
	 	Access to Facilities	  	 	8	  
	 Section 3.03.
	 	Cooperation	  	 	9	  
	 Section 3.04.
	 	Data Protection	  	 	9	  
	
	 ARTICLE IV
	   

	 COSTS AND DISBURSEMENTS
	   

			
	 Section 4.01.
	 	Costs and Disbursements	  	 	9	  
	 Section 4.02.
	 	Tax Matters	  	 	10	  
	 Section 4.03.
	 	No Right to Set-Off	  	 	11	  
	
	 ARTICLE V
	   

	 STANDARD FOR SERVICE
	   

			
	 Section 5.01.
	 	Standard for Service	  	 	11	  
	 Section 5.02.
	 	Disclaimer of Warranties	  	 	12	  
	 Section 5.03.
	 	Compliance with Laws and Regulations	  	 	12	  
	
	 ARTICLE VI
	   

	 LIMITED LIABILITY AND INDEMNIFICATION
	   

			
	 Section 6.01.
	 	Consequential and Other Damages	  	 	13	  
	 Section 6.02.
	 	Limitation of Liability	  	 	13	  
	 Section 6.03.
	 	Obligation To Reperform; Liabilities	  	 	13	  
	 Section 6.04.
	 	Release and Recipient Indemnity	  	 	13	  
	 Section 6.05.
	 	Provider Indemnity	  	 	14	  
	 Section 6.06.
	 	Indemnification Procedures	  	 	14	  


  
 -i- 









							
	 Section 6.07.
	 	Liability for Payment Obligations	  	 	14	  
	 Section 6.08.
	 	Exclusion of Other Remedies	  	 	14	  
	 Section 6.09.
	 	Confirmation	  	 	14	  
	
	 ARTICLE VII
	   

	 TERM AND TERMINATION
	   

			
	 Section 7.01.
	 	Term and Termination	  	 	14	  
	 Section 7.02.
	 	Effect of Termination	  	 	16	  
	 Section 7.03.
	 	Force Majeure	  	 	16	  
	
	 ARTICLE VIII
	   

	 GENERAL PROVISIONS
	   

			
	 Section 8.01.
	 	No Agency	  	 	16	  
	 Section 8.02.
	 	Subcontractors	  	 	17	  
	 Section 8.03.
	 	Treatment of Confidential Information	  	 	17	  
	 Section 8.04.
	 	Further Assurances	  	 	18	  
	 Section 8.05.
	 	Dispute Resolution	  	 	18	  
	 Section 8.06.
	 	Notices	  	 	18	  
	 Section 8.07.
	 	Severability	  	 	19	  
	 Section 8.08.
	 	Entire Agreement	  	 	19	  
	 Section 8.09.
	 	No Third-Party Beneficiaries	  	 	19	  
	 Section 8.10.
	 	Governing Law	  	 	19	  
	 Section 8.11.
	 	Amendment	  	 	19	  
	 Section 8.12.
	 	Rules of Construction	  	 	19	  
	 Section 8.13.
	 	Counterparts	  	 	20	  
	 Section 8.14.
	 	Assignability	  	 	20	  
	 Section 8.15.
	 	Public Announcements	  	 	21	  
	 Section 8.16.
	 	Non-Recourse	  	 	21	  
		
	 SCHEDULE A CBS Services
	  	 	A-1	  
	 SCHEDULE B Outdoor Americas Services
	  	 	B-1	  
	 EXHIBIT I Services Managers
	  	 	I-1	  


  
 -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. 

  
 -2- 








 “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). 

  
 -3- 








 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 

  
 -4- 








 
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 

  
 -5- 








 
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 

  
 -6- 








 
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. 

  
 -7- 








 (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. 

  
 -8- 








 (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. 

  
 -9- 








 (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. 

  
 -10- 








 (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 

  
 -11- 








 
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. 

  
 -12- 








 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, 

  
 -13- 








 
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 

  
 -14- 








 
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. 

  
 -15- 








 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 

  
 -16- 








 
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. 

  
 -17- 








 (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): 
  

	 	(i)	if to CBS: 

 CBS Corporation 

51 West 52nd Street 
 New York,
New York 10019 
 Attn: General Counsel 
  

	 	(ii)	if to Outdoor Americas: 

 CBS Outdoor Americas Inc. 

405 Lexington Avenue, 17th Floor 

New York, New York 10174 
 Attn:
General Counsel 

  
 -18- 








 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,” 

  
 -19- 








 
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 

  
 -20- 








 
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.] 

  
 -21- 








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

					
	CBS CORPORATION
		
	 By:
	 	 /s/ Joseph R. Ianniello

		 	Name:	 	Joseph R. Ianniello
		 	Title:	 	Chief Operating Officer
	
	CBS OUTDOOR AMERICAS INC.
		
	 By:
	 	 /s/ Donald R. Shassian

		 	Name:	 	Donald R. Shassian
		 	Title:	 	Executive Vice President and
Chief Financial Officer


 [Signature Page to Transition Services Agreement] 







 Exhibit I 

Service Managers 
  

	 	•	 	The initial CBS Services Manager is Ed Schwartz. 

  

	 	•	 	The initial Outdoor Americas Services Manager is Donald Shassian. 


  
 I-1