0001193125-14-128163 Sample Contracts

TRANSITION SERVICES AGREEMENT BY AND BETWEEN CBS CORPORATION AND CBS OUTDOOR AMERICAS INC. DATED AS OF APRIL 2, 2014
Transition Services Agreement • April 2nd, 2014 • CBS Outdoor Americas Inc. • Real estate

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”).

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TAX MATTERS AGREEMENT by and between CBS CORPORATION and CBS OUTDOOR AMERICAS INC. dated as of April 2, 2014
Tax Matters Agreement • April 2nd, 2014 • CBS Outdoor Americas Inc. • Real estate

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

MASTER SEPARATION AGREEMENT BETWEEN CBS CORPORATION AND CBS OUTDOOR AMERICAS INC. Dated as of April 2, 2014
Master Separation Agreement • April 2nd, 2014 • CBS Outdoor Americas Inc. • Real estate

MASTER SEPARATION AGREEMENT (this “Agreement”) dated as of April 2, 2014, by and among 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.”

REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN CBS CORPORATION AND CBS OUTDOOR AMERICAS, INC. DATED AS OF APRIL 2, 2014
Registration Rights Agreement • April 2nd, 2014 • CBS Outdoor Americas Inc. • Real estate

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

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