EX-10.1





 Exhibit 10.1 

REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT dated February 6, 2020 (this “Agreement”) is entered into by and among Lamar Media Corp.,
a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), and Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., as representatives for themselves and the
other initial purchasers listed on Schedule 1 of the Purchase Agreement referred to below (collectively, the “Initial Purchasers”). 

The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement dated January 23, 2020 (the
“Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $600,000,000 aggregate principal amount of its 3.750% Senior Notes due 2028 (the “Securities”) and $400,000,000
aggregate principal amount of the Company’s 4.000% Senior Notes due 2030, which will be guaranteed on an unsecured senior basis by each of the Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the
Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing
under the Purchase Agreement. 
 In consideration of the foregoing, the parties hereto agree as follows: 

1. Definitions. As used in this Agreement, the following terms shall have the following meanings: 

“Affiliate” shall mean with respect to any Person, any other Person directly or indirectly controlling, controlled by, or
under common control with such Person; for purposes of this definition, “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise. 
 “Agreement” shall have the meaning set forth in the
preamble. 
 “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New
York City are authorized or required by law to remain closed. 
 “Closing Date” shall mean the Closing Date as defined in
the Purchase Agreement. 
 “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors. 
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

 “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof. 

“Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable
Securities pursuant to Section 2(a) hereof. 
 “Exchange Offer Registration” shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof. 












 “Exchange Offer Registration Statement” shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein,
all exhibits thereto and any document incorporated by reference therein. 
 “Exchange Securities” shall mean senior notes
issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate
for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. 

“Guarantors” shall have the meaning set forth in the preamble and shall also include any Guarantor’s successors. 

“Holders” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their
successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided, however, that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall
include Participating Broker-Dealers. 
 “Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.

 “Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof. 

“Indenture” shall mean the Indenture dated as of the Closing Date by and among the Company, the Guarantors and The Bank of
New York Mellon Trust Company, N.A., as trustee, pursuant to which the Securities were issued, and as the same may be amended or supplemented from time to time in accordance with the terms thereof. 

“Initial Purchasers” shall have the meaning set forth in the preamble. 

“Inspector” shall have the meaning set forth in Section 3(m) hereof. 

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable
Securities; provided, however, that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities owned directly or indirectly by the Company or any of its
Affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount. 

“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof. 

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization,
or a government or agency or political subdivision thereof. 
 “Prospectus” shall mean the prospectus included in a
Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein. 

“Purchase Agreement” shall have the meaning set forth in the preamble. 

  
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 “Registrable Securities” shall mean the Securities; provided,
however, that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has been declared effective under the Securities Act and such Securities have been exchanged or disposed
of pursuant to such Registration Statement, (ii) the second anniversary of the Closing Date, (iii) when such Securities cease to be outstanding or (iv) when the Exchange Offer has been completed (except with respect to Securities held
by the Initial Purchasers that were not eligible to be exchanged pursuant to the Exchange Offer). 
 “Registration
Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including, without limitation, (i) all SEC, stock exchange or Financial Industry Regulatory
Authority registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in
connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any
Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all
rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of
counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel
for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to
the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. 
 “Registration
Statement” shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any
such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein. 

“SEC” shall mean the Securities and Exchange Commission. 

“Securities” shall have the meaning set forth in the preamble. 

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time. 

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof. 

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof. 

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and the Guarantors that
covers all the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and any document
incorporated by reference therein. 

  
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 “Target Registration Date” shall have meaning set forth in
Section 2(d) hereof. 
 “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to
time. 
 “Trustee” shall mean the trustee with respect to the Securities under the Indenture. 

“Underwriters” shall have the meaning set forth in Section 3 hereof. 

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to
the public. 
 2. Registration Under the Securities Act. 

(a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC, the Company and the Guarantors
shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration
Statement remain effective until the lesser of 180 days after the closing of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by them. The Company and the Guarantors shall commence the
Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. 

The Company and the Guarantors shall commence the Exchange Offer by delivering the related Prospectus, appropriate letters of transmittal and
other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, 

(i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and
not properly withdrawn will be accepted for exchange; 
 (ii) the dates of acceptance for exchange (which shall be a period
of at least 20 Business Days from the date such notice is delivered) (the “Exchange Dates”); 
 (iii) that
any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement; 

(iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to
surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, prior to the
close of business on the last Exchange Date; and 
 (v) that any Holder will be entitled to withdraw its election, not later
than the close of business on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter setting
forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged. 

  
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 As a condition to participating in the Exchange Offer, a Holder will be required to
represent to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or
understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an Affiliate of the Company or any
Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder
will deliver a Prospectus in connection with any resale of such Exchange Securities. 
 As soon as practicable after the last Exchange Date,
the Company and the Guarantors shall: 
 (i) accept for exchange Registrable Securities or portions thereof validly tendered
and not properly withdrawn pursuant to the Exchange Offer; and 
 (ii) deliver, or cause to be delivered, to the Trustee for
cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal
amount of the Registrable Securities surrendered by such Holder. 
 The Company and the Guarantors shall use their reasonable best efforts
to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not
be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff of the SEC. 

(b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a)
above is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other
reason completed on or before the date that is 270 days after the Closing Date or (iii) upon completion of the Exchange Offer any Initial Purchaser shall so request in connection with any offering or sale of Registrable Securities not eligible
to be exchanged for Exchange Securities in the Exchange Offer and held by it following the consummation of the Exchange Offer, the Company and the Guarantors shall use their reasonable best efforts to cause to be filed as soon as practicable after
such determination, date or request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement declared effective by the SEC. 

In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the
preceding sentence, the Company and the Guarantors shall use their reasonable best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable
Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion
of the Exchange Offer. Notwithstanding the foregoing, the Company and the Guarantors may delay filing a Shelf Registration Statement, and any amendment 

  
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thereto, and may withhold efforts to cause such Shelf Registration Statement, and any such amendment thereto, to become effective for a period of up to 60 days, if the Company determines in good
faith that such Shelf Registration Statement, and any such amendment thereto, might interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not a final decision has been made to
undertake such transaction) at the time the right to delay is exercised; provided, however, that the Company may not exercise such right of delay or withholding of efforts more frequently than two times in any 12-month period and the aggregate period of any such delays or withholdings shall not exceed 60 days in any such 12-month period. 

The Company and the Guarantors agree to use their reasonable best efforts to keep the Shelf Registration Statement continuously effective
until the second anniversary of the Closing Date or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (the
“Shelf Effectiveness Period”). The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Securities with
respect to information relating to such Holder, and to use their reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The
Company and the Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. 

(c) The Company and the Guarantors shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) and
Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Exchange Offer Registration
Statement or the Shelf Registration Statement. 
 (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a
Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. 

In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required hereby, is not declared
effective on or prior to the date that is 270 days after the Closing Date (the “Target Registration Date”), the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until
the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Securities cease to be Registrable Securities, up to a maximum of 1.00% per annum of additional interest. If the Shelf
Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable
exists for more than 30 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 31st day in such 12-month period and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes
usable. 
 (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantors acknowledge
that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the
Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof. 

  
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 (f) The Company represents, warrants and covenants that it (including its agents and
representatives) will not prepare, make, use, authorize, approve or refer to any “free-writing prospectus” (as defined in Rule 405 under the Securities Act), other than any communication pursuant to Rule 134 under the Securities Act or any
document constituting an offer to sell or solicitation of an offer to buy the Securities or the Exchange Securities that falls within the exception from the definition of prospectus in Section 2(a)(10)(a) of the Securities Act. 

3. Registration Procedures. In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company
and the Guarantors shall as expeditiously as possible: 
 (a) prepare and file with the SEC a Registration Statement on the appropriate form
under the Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and
(z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their reasonable best efforts to cause such Registration
Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof; 
 (b) subject to the
second sentence of the second paragraph of Section 2(b), prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the
applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act and keep each Prospectus
current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities; 

(c) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to counsel
for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto, in order to
facilitate the sale or other disposition of the Registrable Securities thereunder; and the Company and the Guarantors consent to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the
selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance
with applicable law; 
 (d) use their reasonable best efforts to register or qualify the Registrable Securities under all applicable state
securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC;
cooperate with the Holders in connection with any filings required to be made with the Financial Industry Regulatory Authority; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete
the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided, however, that neither the Company nor any Guarantor shall be required to (i) qualify as a foreign corporation or other entity
or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such
jurisdiction if it is not so subject; 

  
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 (e) in the case of a Shelf Registration, notify each Holder of Registrable Securities,
counsel for such Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective
amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the
Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose,
(iv) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement,
securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Company or any Guarantor receives any notification with respect to
the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration Statement is effective
that makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not
misleading and (vi) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement would be appropriate; 

(f) use their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the
earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order; 
 (g) in the case of a Shelf
Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits
thereto, unless requested); 
 (h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to
facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such
names (consistent with the provisions of the Indenture) as the selling Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities; 

(i) subject to the second sentence of the second paragraph of Section 2(b), in the case of a Shelf Registration, upon the occurrence of
any event contemplated by Section 3(e)(v) hereof, use their reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus as
promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus until the Company and the Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission;


  
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 (j) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any
amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document that is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide
copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities and their counsel) and make such of the representatives of the Company and the
Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) available for discussion of such document; and the
Company and the Guarantors shall not, at any time after initial filing of a Registration Statement, file any Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus, or any document that is to be incorporated by
reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) shall not have previously been
advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) shall reasonably object; 

(k) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a
Registration Statement; 
 (l) cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust
Indenture Act; and execute, and use their reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to
be so qualified in a timely manner; 
 (m) in the case of a Shelf Registration, make available for inspection by a representative of the
Holders of the Registrable Securities (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at reasonable times and
in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and the Guarantors, and cause the respective officers, directors and employees of the Company and the Guarantors to supply all information
reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement to the same extent that any financial or other records, documents and properties and all other information was provided
to the Initial Purchasers in connection with the initial issuance of the Notes; provided, however, that if any such information is identified by the Company or any Guarantor as being confidential or proprietary, each Person receiving
such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of
any Inspector, Holder or Underwriter; 
 (n) in the case of a Shelf Registration, use their reasonable best efforts to cause all Registrable
Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Company or any Guarantor are then listed if requested by the Majority Holders, to the extent such
Registrable Securities satisfy applicable listing requirements; 
 (o) if reasonably requested by any Holder of Registrable Securities
covered by a Registration Statement, promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of
such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be incorporated in such filing; and 

  
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 (p) in the case of a Shelf Registration, enter into such customary agreements and take all
such other actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities
including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business
of the Company and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to
the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain
“comfort” letters from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired
by the Company or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in
customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a
majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the
Guarantors made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting agreement. 

In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such
information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing and the Company may exclude from such registration the
Registrable Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. 
 In the
case of a Shelf Registration Statement, each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any event of the kind described in Section 3(e)(iii) or 3(e)(v)
hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i)
hereof and, if so directed by the Company and the Guarantors, such Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering
such Registrable Securities that is current at the time of receipt of such notice. 
 If the Company and the Guarantors shall give any such
notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement
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 the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions.
The Company and the Guarantors may give any such notice only twice during any 365-day period and any such suspensions shall not exceed 30 days for each suspension and there shall not be more than two
suspensions in effect during any 365-day period. 

  
 -10- 













 The Holders of Registrable Securities covered by a Shelf Registration Statement who desire
to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the “Underwriters”) that will administer the offering
will be selected by the Majority Holders of the Registrable Securities included in such offering. 
 4. Participation of Broker-Dealers in
Exchange Offer. (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a
result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of
the Securities Act in connection with any resale of such Exchange Securities. 
 The Company and the Guarantors understand that it is the
Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the
Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. 

(b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree to amend or
supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to the
penultimate paragraph of Section 3 of this Agreement), if requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating
Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus during such period in
connection with the resales contemplated by this Section 4. 
 (c) The Initial Purchasers shall have no liability to the Company, any
Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) above. 
 5. Indemnification and
Contribution. (a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective Affiliates, directors and officers and each Person, if any, who controls
any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal fees
and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement or any Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon
and in conformity with any information relating to any Initial Purchaser or any Holder furnished to the Company in writing through Deutsche 

  
 -11- 













 
Bank Securities Inc. or any selling Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and
severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective Affiliates and each Person who controls such Persons (within the
meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement; provided, however, that the
foregoing indemnity agreement with respect to the preliminary prospectus prepared by the Company in connection with such Underwritten Offering (the “Preliminary Prospectus”) shall not inure to the benefit of any Underwriter from
whom the person asserting any such losses, claims, damages or liabilities purchased Registrable Securities, or any person controlling such Underwriter where it shall have been determined by a court of competent jurisdiction by final and
nonappealable judgment that (i) prior to the time when sales of the Registrable Securities were first made (the “Time of Sale”), the Company and the Guarantors shall have notified such Underwriter that the Preliminary
Prospectus contains an untrue statement of material fact or omits to state therein a material fact required to be stated therein in order to make the statements therein not misleading, (ii) such untrue statement or omission of a material fact
was corrected in an amended or supplemented Preliminary Prospectus or, where permitted by law, a written communication (as defined in the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Securities (an
“Issuer Written Communication”) (other than the Preliminary Prospectus, any other time of sale information, and the Prospectus) and such corrected Preliminary Prospectus or Issuer Written Communication was provided to such
Underwriter far enough in advance of the Time of Sale so that such corrected Preliminary Prospectus or Issuer Written Communication could have been provided to such person prior to the Time of Sale, (iii) the Underwriter did not send or give
such corrected Preliminary Prospectus or Issuer Written Communication to such person at or prior to the Time of Sale of the Registrable Securities to such person, and (iv) such loss, claim, damage or liability would not have occurred had the
Underwriter delivered the corrected Preliminary Prospectus or Issuer Written Communication to such person. 
 (b) Each Holder agrees,
severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers and the other selling Holders, their respective Affiliates, the directors of the Company and the Guarantors, each officer of the Company
and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement and any Prospectus. 

(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted
against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may
be sought (the “Indemnifying Person”) in writing; provided, however, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above
except to the extent that it was otherwise unaware of such suit, action, proceeding, claim or demand and that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided
further, however, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall
be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and
any others entitled to indemnification pursuant 

  
 -12- 













 
to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such
proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall
have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person, (iii) the Indemnified Person shall have reasonably concluded that
there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person, or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying
Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in
connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses
shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its Affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by Deutsche Bank Securities
Inc., (y) for any Holder, its Affiliates, directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The
Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each
Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the
Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more
than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person
shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder
by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject
matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. 

(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect
of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors from the offering of the Securities and the Exchange
Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other, shall
be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by
the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 

  
 -13- 













 (e) The Company, the Guarantors and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to
contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation. 
 (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights
or remedies that may otherwise be available to any Indemnified Person at law or in equity. 
 (g) The indemnity and contribution provisions
contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder, their respective
Affiliates or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Guarantors, their respective Affiliates or the officers or directors of or any Person controlling the Company or the Guarantors,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 

6. General. 
 (a) No
Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any
other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any
agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. 

(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any departure from the provisions of
Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a
writing executed by each of the parties hereto. 

  
 -14- 













 (c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice
given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement, (ii) if to the Company and the Guarantors, initially at the
Company’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c), and (iii) to such other persons at their respective addresses
as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely
delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. 

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of
each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held
subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person
shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply with, or any
breach by any Holder of, any of the obligations of such Holder under this Agreement. 
 (e) Purchases and Sales of Securities. The
Company and the Guarantors shall not, and shall use their reasonable best efforts to cause their Affiliates not to, purchase and then resell or otherwise transfer any Registrable Securities. 

(f) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and
the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other
Holders hereunder. 
 (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(h) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit
or otherwise affect the meaning hereof. 
 (i) Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York (without giving effect to any conflict of laws principles that would require application of the laws of another jurisdiction). 

  
 -15- 













 (j) Miscellaneous. This Agreement contains the entire agreement between the parties
relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid,
void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the
Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or
unenforceable provisions. 
 [Signature page follows] 

  
 -16- 













 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

			
	LAMAR MEDIA CORP. 
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer
	
	ASHBY STREET OUTDOOR LLC
	ASHBY STREET OUTDOOR CC, LLC
		
	By:	 	Ashby Street Outdoor Holdings LLC, its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer
	
	FMG OUTDOOR HOLDINGS, LLC
	LAMAR-FAIRWAY BLOCKER 1, LLC
	LAMAR-FAIRWAY BLOCKER 2, LLC
	MAGIC MEDIA/LAMAR, LLC
	FAIRWAY MEDIA GROUP, LLC
	FAIRWAY OUTDOOR ADVERTISING, LLC
	FAIRWAY OUTDOOR FUNDING HOLDINGS, LLC
	FAIRWAY OUTDOOR FUNDING, LLC
	MCC OUTDOOR, LLC
	MAGIC MEDIA REAL ESTATE, LLC
	FMO REAL ESTATE, LLC
	DOUGLAS OUTDOOR ADVERTISING OF GA., LLC
	OLYMPUS MEDIA/INDIANA, LLC
	FAIRWAY CCO INDIANA, LLC
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer



  
 [Lamar – 2028
Securities Registration Rights Agreement Signature Page] 













 
			
	COLORADO LOGOS, INC. 
	KANSAS LOGOS, INC.
	LAMAR ADVERTISING OF MICHIGAN, INC.
	LAMAR ADVERTISING OF YOUNGSTOWN, INC.
	LAMAR ADVERTISING SOUTHWEST, INC.
	LAMAR AIRPORT ADVERTISING COMPANY
	LAMAR ELECTRICAL, INC.
	LAMAR OCI SOUTH CORPORATION
	LAMAR OHIO OUTDOOR HOLDING CORP.
	LAMAR PENSACOLA TRANSIT, INC.
	MICHIGAN LOGOS, INC.
	MINNESOTA LOGOS, INC.
	NEBRASKA LOGOS, INC.
	NEVADA LOGOS, INC.
	NEW MEXICO LOGOS, INC.
	OHIO LOGOS, INC.
	SOUTH CAROLINA LOGOS, INC.
	TENNESSEE LOGOS, INC.
	TLC PROPERTIES, INC.
	UTAH LOGOS, INC.
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer



  
 [Lamar – 2028
Securities Registration Rights Agreement Signature Page] 













 
			
	ARIZONA LOGOS, L.L.C.
	DELAWARE LOGOS, L.L.C.
	GEORGIA LOGOS, L.L.C.
	KENTUCKY LOGOS, LLC
	LOUISIANA INTERSTATE LOGOS, L.L.C.
	MAINE LOGOS, L.L.C.
	MISSISSIPPI LOGOS, L.L.C.
	MISSOURI LOGOS, LLC
	MONTANA LOGOS, LLC
	NEW HAMPSHIRE LOGOS, L.L.C.
	NEW JERSEY LOGOS, L.L.C.
	OKLAHOMA LOGOS, L.L.C.
	VIRGINIA LOGOS, LLC
	WASHINGTON LOGOS, L.L.C.
	WISCONSIN LOGOS, LLC
		
	By:	 	Interstate Logos, L.L.C., its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer
	
	FLORIDA LOGOS, LLC
		
	By:	 	Interstate Logos TRS, LLC, its Managing Member
	By:	 	Lamar TRS Holdings, LLC, its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer
	
	ASHBY STREET OUTDOOR HOLDINGS LLC
	INTERSTATE LOGOS, L.L.C.
	LAMAR CENTRAL OUTDOOR, LLC
	THE LAMAR COMPANY, L.L.C.
	LAMAR TRS HOLDINGS, LLC
		
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial            Officer and Treasurer



  
 [Lamar – 2028
Securities Registration Rights Agreement Signature Page] 













 
			
	LAMAR ADVERTISING OF COLORADO SPRINGS, L.L.C.
	LAMAR ADVERTISING OF LOUISIANA, L.L.C.
	LAMAR ADVERTISING OF SOUTH DAKOTA, L.L.C.
	LAMAR AIR, L.L.C.
	LAMAR FLORIDA, L.L.C.
	LAMAR OCI NORTH, L.L.C.
	LAMAR TENNESSEE, L.L.C.
		
	By:	 	The Lamar Company, L.L.C., its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer
	
	LAMAR TEXAS LIMITED PARTNERSHIP
		
	By:	 	The Lamar Company, L.L.C., its General Partner
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer
	
	TLC FARMS, L.L.C.
	TLC Properties, L.L.C.
		
	By:	 	TLC Properties, Inc., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial            Officer and Treasurer



  
 [Lamar – 2028
Securities Registration Rights Agreement Signature Page] 













 
			
	LAMAR ADVANTAGE GP COMPANY, LLC
	LAMAR ADVANTAGE LP COMPANY, LLC
	TRIUMPH OUTDOOR HOLDINGS, LLC
		
	By:	 	Lamar Central Outdoor, LLC, its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer
	
	LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.
		
	By:	 	Lamar Advantage GP Company, LLC, its General Partner
	By:	 	Lamar Central Outdoor, LLC, its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial            Officer and Treasurer
	
	LAMAR ADVANTAGE HOLDING COMPANY
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title: Executive Vice President, Chief Financial Officer and Treasurer
	
	LAMAR INVESTMENTS, LLC
	LAMAR SERVICE COMPANY, LLC
	LAMAR TRANSIT, LLC
	INTERSTATE LOGOS TRS, LLC
		
	By:	 	Lamar TRS Holdings, LLC, its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer



  
 [Lamar – 2028
Securities Registration Rights Agreement Signature Page] 













 
			
	OUTDOOR MARKETING SYSTEMS, L.L.C.
	OUTDOOR PROMOTIONS WEST, LLC
	TRIUMPH OUTDOOR RHODE ISLAND, LLC
		
	By:	 	Lamar Transit, LLC, its Managing Member
	By:	 	Lamar TRS Holdings, LLC, its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer
	
	TLC PROPERTIES II, LLC
		
	By:	 	Lamar Investments, LLC, its Managing Member
	By:	 	Lamar TRS Holdings, LLC, its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer
	
	LAMAR ADVERTISING OF PENN, LLC
		
	By:	 	The Lamar Company, L.L.C., its Class A Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer
		
	By:	 	Lamar Transit, LLC, its Class B Member
	By:	 	Lamar TRS Holdings, LLC, its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer



  
 [Lamar – 2028
Securities Registration Rights Agreement Signature Page] 













 
			
	LAMAR OBIE COMPANY, LLC
		
	By:	 	Lamar Media Corp., its Class A Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer
		
	By:	 	Lamar Transit, LLC, its Class B Member
	By:	 	Lamar TRS Holdings, LLC, its Managing Member
	By:	 	Lamar Media Corp., its Managing Member
		
	By:	 	 /s/ Jay L. Johnson

		 	Name: Jay L. Johnson
		 	Title:   Executive Vice President, Chief Financial             Officer and Treasurer



  
 [Lamar – 2028
Securities Registration Rights Agreement Signature Page] 













 Confirmed and accepted as of the date first above written: 

 

			
	DEUTSCHE BANK SECURITIES INC.
	
	For itself and on behalf of the several Initial Purchasers
		
	By:	 	 /s/ Manfred Affenzeller

		 	Name: Manfred Affenzeller
		 	Title: Managing Director
		
	By:	 	 /s/ Zachary Messinger

		 	Name: Zachary Messinger
		 	Title: Managing Director
	
	CITIGROUP GLOBAL MARKETS INC.
	
	For itself and on behalf of the several Initial Purchasers
		
	By:	 	 /s/ Scott Slavik

		 	Name: Scott Slavik
		 	Title: Director


  
 [Lamar – 2028
Securities Registration Rights Agreement Signature Page] 













 Schedule 1 

GUARANTORS 
  

			
	 Subsidiary/Guarantor
	  	 Jurisdiction of Organization

	Arizona Logos, L.L.C.	  	Arizona
	Ashby Street Outdoor LLC	  	Delaware
	Ashby Street Outdoor CC, LLC	  	Delaware
	Ashby Street Outdoor Holdings LLC	  	Delaware
	Colorado Logos, Inc.	  	Colorado
	Delaware Logos, L.L.C.	  	Delaware
	Douglas Outdoor Advertising of GA., LLC	  	Georgia
	Fairway CCO Indiana, LLC	  	Delaware
	Fairway Media Group, LLC	  	Delaware
	Fairway Outdoor Advertising, LLC	  	Delaware
	Fairway Outdoor Funding, LLC	  	Delaware
	Fairway Outdoor Funding Holdings, LLC	  	Delaware
	Florida Logos, LLC	  	Florida
	FMG Outdoor Holdings, LLC	  	Delaware
	FMO Real Estate, LLC	  	Delaware
	Georgia Logos, L.L.C.	  	Georgia
	Interstate Logos, L.L.C.	  	Louisiana
	Interstate Logos TRS, LLC	  	Delaware
	Kansas Logos, Inc.	  	Kansas
	Kentucky Logos, LLC	  	Kentucky
	Lamar Advantage GP Company, LLC	  	Delaware
	Lamar Advantage Holding Company	  	Delaware
	Lamar Advantage LP Company, LLC	  	Delaware
	Lamar Advantage Outdoor Company, L.P.	  	Delaware
	Lamar Advertising of Colorado Springs, L.L.C.	  	Colorado
	Lamar Advertising of Louisiana, L.L.C.	  	Louisiana
	Lamar Advertising of Michigan, Inc.	  	Michigan
	Lamar Advertising of Penn, LLC	  	Delaware
	Lamar Advertising of South Dakota, L.L.C.	  	South Dakota
	Lamar Advertising of Youngstown, Inc.	  	Delaware
	Lamar Advertising Southwest, Inc.	  	Nevada
	Lamar Air, L.L.C.	  	Louisiana
	Lamar Airport Advertising Company	  	Nevada
	Lamar Central Outdoor, LLC	  	Delaware
	Lamar Electrical, Inc.	  	Louisiana
	Lamar-Fairway Blocker 1, LLC	  	Delaware
	Lamar-Fairway Blocker 2, LLC	  	Delaware
	Lamar Florida, L.L.C.	  	Florida
	Lamar Investments, LLC	  	Delaware
	Lamar Obie Company, LLC	  	Delaware
	Lamar OCI North, L.L.C.	  	Delaware
	Lamar OCI South Corporation	  	Mississippi
	Lamar Ohio Outdoor Holding Corp.	  	Ohio
	Lamar Pensacola Transit, Inc.	  	Florida
	Lamar Service Company, LLC	  	Delaware
	Lamar Tennessee, L.L.C.	  	Tennessee
	Lamar Texas Limited Partnership	  	Texas
	Lamar Transit, LLC	  	Delaware
	Lamar TRS Holdings, LLC	  	Delaware














			
	Louisiana Interstate Logos, L.L.C.	  	Louisiana
	Magic Media/Lamar, LLC	  	Delaware
	Magic Media Real Estate, LLC	  	Delaware
	Maine Logos, L.L.C.	  	Maine
	MCC Outdoor, LLC	  	Georgia
	Michigan Logos, Inc.	  	Michigan
	Minnesota Logos, Inc.	  	Minnesota
	Mississippi Logos, L.L.C.	  	Mississippi
	Missouri Logos, LLC	  	Missouri
	Montana Logos, LLC	  	Montana
	Nebraska Logos, Inc.	  	Nebraska
	Nevada Logos, Inc.	  	Nevada
	New Hampshire Logos, L.L.C.	  	New Hampshire
	New Jersey Logos, L.L.C.	  	New Jersey
	New Mexico Logos, Inc.	  	New Mexico
	Ohio Logos, Inc.	  	Ohio
	Oklahoma Logos, L.L.C.	  	Oklahoma
	Olympus Media/Indiana, LLC	  	Delaware
	Outdoor Marketing Systems, L.L.C.	  	Pennsylvania
	Outdoor Promotions West, LLC	  	Delaware
	South Carolina Logos, Inc.	  	South Carolina
	Tennessee Logos, Inc.	  	Tennessee
	The Lamar Company, L.L.C.	  	Louisiana
	TLC Farms, L.L.C.	  	Louisiana
	TLC Properties II, LLC	  	Texas
	TLC Properties, Inc.	  	Louisiana
	TLC Properties, L.L.C.	  	Louisiana
	Triumph Outdoor Holdings, LLC	  	Delaware
	Triumph Outdoor Rhode Island, LLC	  	Delaware
	Utah Logos, Inc.	  	Utah
	Virginia Logos, LLC	  	Virginia
	Washington Logos, L.L.C.	  	Washington
	Wisconsin Logos, LLC	  	Wisconsin