Resignation of Director, Officer and Manager Positions. To the extent Employee has retained any director, officer and/or manager positions with the Company subsequent to Employee’s termination of employment, and to the extent Employee has not already done so, Employee, by executing this Agreement on the date set forth below, hereby resigns, effective immediately, from any and all director, officer and/or manager positions with the Company.

Manager shall hire employees and vendors to assist Manager with the Operating Systems as Manager deems appropriate in Manager’s sole discretion.

“Manager Expenses” shall mean those certain costs and expenses incurred by Manager directly allocable to Provider which Manager shall, in order to fairly and accurately reflect Manager’s expenses incurred for the benefit of Provider, allocate to Provider pursuant to such reasonable allocation methodology as Manager shall determine from time to time. Manager Expenses shall not include any cost or expense that is a Provider Expense. Without limitation, Manager Expenses shall include Provider’s allocable share of all of the costs and expenses of Manager incurred in connection with each of the following Manager support functions: # human resources; # operations; # maintenance of Biomedical Laboratories operations; # IT; and # such other support functions that Manager may provide to Provider from time to time.

"Manager" shall mean Invesco Institutional (N.A.), Inc. the Company's manager.

Section # Matters Concerning the Managers. (A) If any Manager is an Affiliated Manager then if # an Event of Default occurs and is continuing and the Loan has been accelerated by the Agent as a result thereof or # such Manager shall become bankrupt or insolvent and # if such Manager is not an Affiliated Manager then, if # an Event of Default occurs and is continuing, # such Manager shall become bankrupt or insolvent, or # such Manager materially breaches any Management Agreement beyond any applicable cure period, then in each such case as applicable, the Agent may elect to replace such Manager (and terminate its management agreement) with a Qualified Manager and enter into a Replacement Management Agreement; it being understood and agreed that the management fee for such replacement manager shall not exceed then prevailing market rates. The rights of the Agent set forth in this Section 9.2 shall be in addition to, and not in derogation of, the rights of the Agent pursuant to any Assignment of Management Agreement.

“Service Providers” means the Manager, other members of the Manager Group and any other entity or individual that the Manager has arranged to provide the Services to any Service Recipient;

“Affiliated Manager” shall mean any Manager that is an Affiliate of ​, SPE Party, or any Guarantor.

JOINDER AGREEMENT dated as of July 28, 2015 by the undersigned, Lamar Alliance Airport Advertising Company, a Nevada corporation (the “Additional Subsidiary Guarantor”), in favor of JPMorgan Chase Bank, N.A., as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Meetings. The JDC will meet at least ​, unless the Parties mutually agree in writing to a different frequency. No later than ​ Business Days prior to any meeting of the JDC (or such shorter time period as the Parties may agree), the Alliance Managers will prepare and circulate an agenda for such meeting; provided, however, that either Party will be free to propose additional topics to be included on such agenda, either prior to or in the course of such meeting. Either Party may also call a special meeting of the JDC (by videoconference, teleconference or in person) by providing at least ​ Business Days prior written notice to the other Party if such Party reasonably believes that a significant matter must be addressed prior to the next scheduled meeting, in which event such Party will work with the Alliance Manager to provide the members of the JDC no later than ​ Business Days prior to the special meeting with an agenda for the meeting and materials reasonably adequate to enable an informed decision. The JDC may meet in person, or at the request of either Party, by videoconference, or by teleconference. In-person JDC meetings will be held at locations in the United States alternately selected by Unum and by SGI or at any other location mutually agreed by the members of the JDC. Each Party will report to the JDC on all material issues relating to the Research and Development of Research Candidates, Development Candidates and Products for and in the Territory promptly after such issues arise. Each Party will bear the expense of its respective JDC members’ participation in JDC meetings. The JDC chairperson will be responsible for preparing reasonably detailed written minutes of JDC meetings that reflect all decisions made and action items identified at such meetings. The JDC chairperson will send meeting minutes to each member of the JDC for review and approval within ​ Business Days after each JDC meeting. Minutes will be deemed approved unless one or more members of the JDC objects to the accuracy of such minutes within ​ Business Days of receipt. Minutes will be officially endorsed by the JDC at the next JDC meeting, and will be signed by the Alliance Managers.

Assignment. Manager may assign this Agreement, and any duties or responsibilities under this Agreement, to any affiliate of Manager. Provider shall not assign this Agreement, nor any duties or responsibilities under this Agreement, without the written consent of Manager.