Common use of Agent for Service; Submission to Jurisdiction Clause in Contracts

Agent for Service; Submission to Jurisdiction. The Sponsor hereby (i) irrevocably designates and appoints Xxxxxx Xxxxxx Xxxxxxxx LLP, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the State of New York, as the Sponsor’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares, the Trust Property or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in The City of New York, State of New York, in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the jurisdiction of the courts of the State of New York and of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunder.

Agent for Service; Submission to Jurisdiction. The Sponsor hereby (i) Each of the parties hereto irrevocably designates and appoints Xxxxxx Xxxxxx Xxxxxxxx LLPagrees that any suit, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the State of New York, as the Sponsor’s authorized agent upon which process may be served in any suit action or proceeding arising out of or relating to this Agreement may be instituted in any federal or state court in the SharesState of New York, sitting in the Trust Property Borough of Manhattan; irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or this Agreement, (ii) consents hereafter have to the laying of venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding brought in such a court and waives any other requirements of or objections to personal jurisdiction with respect thereto. For so long as any Notes remain outstanding, the Issuer and the Guarantors irrevocably appoint Xxxxxx, Xxxxxx & Xxxxxxxx, located at 000 Xxxxxxx Xxxxxx as their respective agent (the "Authorized Agent") for service of process in any suit, action or proceeding arising out of or relating to this Agreement that may be instituted in federal or state or federal court courts in The City of New York, the State of New York, in which Borough of Manhattan. The Issuer and the Guarantors expressly consent to the jurisdiction of any such suit court in respect of any such action and waive any other requirements of or proceeding may objections to personal jurisdiction with respect thereto. Such appointment shall be institutedirrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer and the Guarantors represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver, upon Issuer and the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees Guarantors agree to take any and all action, including the filing of any and all such documents and instruments, as that may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains aforesaid, and, in force. In the event the Sponsor fails such appointment ceases to continue such designation and appointment be in full force and effect, the Sponsor hereby waives personal Issuer and the Guarantors agree to or for so long as any Notes remain outstanding to irrevocably appoint CT Corporation System located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as their respective Authorized Agent for such service of process. Service of process upon the Authorized Agent and written notice of such service to the Issuer or the Guarantors, as applicable, shall be deemed, in every respect, effective service of process upon it and consents that any such service of process may be made by certified the Issuer or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the jurisdiction of the courts of the State of New York and of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunderGuarantors.

Agent for Service; Submission to Jurisdiction. Waiver of -------------------------------------------------------- Immunities. By the execution and delivery of this Agreement, the Pledgor ---------- submits to the non-exclusive jurisdiction of any federal or state court in The Sponsor hereby (i) irrevocably designates and appoints Xxxxxx Xxxxxx Xxxxxxxx LLP, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the State City of New York, as the Sponsor’s authorized agent upon which process may be served Borough of Manhattan, State of New York in any suit or proceeding arising out of or relating to this Agreement or the Shares, Pledged Collateral or that may be instituted or brought under federal or state securities laws. To the Trust Property extent that the Pledgor has or this Agreement, (ii) consents and submits to the hereafter may acquire any immunity from jurisdiction of any state court or federal court in The City of New York, State of New York, in which from any such suit or proceeding may be instituted, and legal process (iii) agrees that whether through service of process upon said authorized agent shall be deemed notice, attachment prior to judgment, attachment in every aid of execution, execution or otherwise) with respect effective service to itself or its property, it hereby irrevocably waives such immunity in respect of process upon its obligations under this Agreement. In addition, the Sponsor Pledgor irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise in any such suit suit, action or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal service of process upon claim that it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents is not personally subject to the jurisdiction of the above-mentioned courts of for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the State of New York and of any Federal Court located in the Borough of Manhattan in venue for such State in connection with any actionsuit is improper, suit or other proceeding arising out of or relating to that this Agreement or the subject matter hereof may not be enforced in such courts. The Pledgor and the Secured Party agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 22 shall affect the right of the Secured Party to serve legal process in any other manner permitted by law or affect the right of the Secured Party to bring any action taken or omitted hereunder, and waives proceeding against any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service Pledgor or its property in the courts of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunderjurisdictions.

Agent for Service; Submission to Jurisdiction. The Sponsor hereby (i) irrevocably designates and appoints Kattex Xxxxxx Xxxxxx Xxxxxxxx LLPXxxxnxxx XXX, located at 000 Xxxxxxx 575 Mxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in xx the State of New York, as the Sponsor’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares, the Trust Property or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in The City of New York, State of New York, in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the jurisdiction of the courts of the State of New York and of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunder.

Agent for Service; Submission to Jurisdiction. The Sponsor hereby (i) irrevocably designates and appoints Xxxxxx Xxxxxx Xxxxxxxx LLP, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the State of New York, as the Sponsor’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares, the Trust Property or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in The City of New York, State of New York, in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the jurisdiction of the courts of the State of New York and of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s 's address for purposes of notices hereunder.

Agent for Service; Submission to Jurisdiction. The Sponsor hereby (i) Each of the parties hereto irrevocably designates agrees that any suit, action or proceeding arising out of or relating to this Agreement may be instituted in any federal or state court in the State of New York, sitting in the Borough of Manhattan; irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and appoints irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding brought in such a court and waives any other requirements of or objections to personal jurisdiction with respect thereto. For so long as any Securities remain outstanding, the Issuers irrevocably appoint Xxxxxx, Xxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxxxx, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in XX 00000 as their respective agent (the State "Authorized Agent") for service of New York, as the Sponsor’s authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the Shares, the Trust Property or this Agreement, (ii) consents and submits to that may be instituted in federal or state courts in the jurisdiction of any state or federal court in The City of New York, State of New York, in which any such suit or proceeding may borough of Manhattan. Such appointment shall be institutedirrevocable during the aforesaid period unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuers represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees Issuers agree to take any and all action, including the filing of any and all such documents and instruments, as that may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains aforesaid, and, in force. In the event the Sponsor fails such appointment ceases to continue such designation and appointment be in full force and effect, the Sponsor hereby waives personal Issuer agrees for so long as any Securities remain outstanding to irrevocably appoint CT Corporation System located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 as their respective Authorized Agent for such service of process. Service of process upon the Authorized Agent and written notice of such service to the Issuers, as applicable, shall be deemed, in every respect, effective service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the jurisdiction of the courts of the State of New York and of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunderIssuers.

Agent for Service; Submission to Jurisdiction. The Sponsor hereby By the execution and delivery of this Indenture, each the Company and the Subsidiary Guarantors (i) irrevocably designates acknowledges that it has designated and appoints Xxxxxx Xxxxxx Xxxxxxxx LLPappointed Ultra Resources, located at 000 Xxxxxxx XxxxxxInc., Xxx Xxxx, Xxx Xxxx 00000, in the State of New Yorka Wyoming corporation, as the Sponsor’s its authorized agent upon which process may be served in any suit suit, action or proceeding arising out of or relating to the SharesNotes, this Indenture and the Trust Property Subsidiary Guarantees that may be instituted in any federal or this Agreementstate court in the State of New York, Borough of Manhattan, or brought under United States federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder), and acknowledges that Ultra Resources, Inc. has accepted such designation, (ii) consents and submits to the jurisdiction of any state or federal such court in The City of New York, State of New York, in which any such suit suit, action or proceeding may be institutedproceeding, and (iii) agrees that service of process upon Ultra Resources, Inc., 400 Xxxxx Xxx Xxxxxxx Parkway E., Suite 1200, Houston, Texas 77060, and written notice of said authorized agent service to the Company (mailed or delivered to the Company’s Corporate Secretary at the office as specified in Section 12.02 hereof), shall be deemed in every respect effective service of process upon the Sponsor it in any such suit or proceeding. The Sponsor agrees to deliver, upon Each of the execution Company and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor each Subsidiary Guarantor further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, instruments as may be necessary to continue such designation and appointment of Ultra Resources, Inc., in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment Indenture shall be in full force and effect; provided that the Company may and shall (to the extent UP Energy Corporation ceases to be able to be served on the basis contemplated herein), by written notice to the Sponsor hereby waives personal Trustee, designate such additional or alternative agent for service of process upon it and consents under this Section 12.09 that any such (i) maintains an office located in the United States, (ii) is either (A) counsel for the Company or (B) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business and (iii) agrees to act as agent for service of process in accordance with this Section 12.09, but in any event, there shall, at all times, be at least one agent for service of process for the Company and any Subsidiary Guarantors, if any, appointed and acting in accordance with this Section 12.09. Such notice shall identify the name of such agent for process and the address of such agent for process. Upon the request of any Holder, the Trustee shall deliver such information to such Holder. Notwithstanding the foregoing, any action against the Company or any Subsidiary Guarantor arising out, or based on, this Indenture or any Note may also be made by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner instituted by the acceptance Holder of a Share, irrevocably consents to such Note in any court in the jurisdiction of the courts organization of the State Company or any Subsidiary Guarantor, as the case may be, and each of New York and them accepts jurisdiction of such court in any Federal Court located in such action. To the Borough extent that the Company or any Subsidiary Guarantor, or any of Manhattan in its properties, assets or revenues, may have or may hereafter become entitled to, or have attributed to it or such State in connection with properties, assets or revenue, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any thereof, from set-off or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or relating in connection with this Indenture, the Notes or the Subsidiary Guarantees, each of the Company and the Subsidiary Guarantors, to this Agreement or any action taken or omitted hereunderthe maximum extent permitted by law, hereby irrevocably and unconditionally waives, and waives agrees not to plead or claim, any claim of forum non conveniens such immunity and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed consents to such person at such person’s address for purposes of notices hereunderrelief and enforcement.

Agent for Service; Submission to Jurisdiction. The Sponsor hereby (i) irrevocably designates Company and appoints Xxxxxx Xxxxxx Xxxxxxxx LLPthe Note Guarantors have agreed that any suit, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the State of New York, as the Sponsor’s authorized agent upon which process may be served in any suit action or proceeding against the Company brought by any Holder or the Trustee arising out of or relating to based upon the Shares, Indenture or the Trust Property or this Agreement, (ii) consents and submits to the jurisdiction of Notes may be instituted in any state or federal court in The City the Borough of Manhattan, New York City, New York. The Company and the Note Guarantors have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, State to the fullest extent permitted by law, trial by jury and any objection they may now or hereafter have to the laying of New York, in which venue of any such suit or proceeding may be institutedproceeding, and (iii) agrees any objection they may now or hereafter have that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Sponsor any proceeding in any such suit or proceedingcourt is brought in an inconvenient forum. The Sponsor agrees Company will furnish to deliver, any Holder upon written request and without charge to the execution and delivery Holder a copy of the Indenture which has in it the text of this Agreement, a written acceptance by such agent of its appointment as such agentNote in larger type. The Sponsor further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal service of process upon it and consents that any such service of process Requests may be made to: c/o Midas OpCo Holdings LLC Oxx Xxxxx Xxxxx Xxxxxx, Xxxxx 00 Xxx Xxxx, Xxx Xxxx 00000 Attention: Chief Financial Officer Telephone: (000) 000-0000 [Include for Certificated Notes only: ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to (Print or type assignee’s name, address and zip code) (Insert assignee’s Social Security or Tax I.D. No.) and irrevocably appoint as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date:_______________________ Your Signature:_______________________ Signature Guarantee: (Signature must be guaranteed) Sign exactly as your name appears on the other side of this Note. The signature(s) should be guaranteed by certified an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.] [To be attached to Global Notes only: SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall decreases in this Global Note have been so mailed. Each party hereto, each Authorized Participant by its delivery made: Date of an Authorized Participant Agreement and each Beneficial Owner Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian ] OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the acceptance of a Share, irrevocably consents Company pursuant to the jurisdiction Section 3.12 or 3.21 of the courts of the State of New York and of any Federal Court located in the Borough of Manhattan in such State in connection with any actionIndenture, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunder.check either box: ¨ ¨

Agent for Service; Submission to Jurisdiction. The Sponsor hereby (i) irrevocably designates and appoints Xxxxxx Xxxxxx Xxxxxxxx LLP, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000__________________________, in the State of New York_____________, as the Sponsor’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares, the Trust Property or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in The City of New York, State of New York, in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the jurisdiction of the courts of the State of New York and of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunder.

Agent for Service; Submission to Jurisdiction. The Sponsor hereby Waiver of -------------------------------------------------------- Immunities. Each of ML Offshore LBO Partnership No. B-XVIII and ML Offshore LBO ---------- Partnership No. XIII (each for purposes of this Section 12, a "Subject Entity") irrevocably (i) irrevocably designates agrees, severally and appoints Xxxxxx Xxxxxx Xxxxxxxx LLPnot jointly, located at 000 Xxxxxxx Xxxxxxthat any legal suit, Xxx Xxxxaction or proceeding against such Subject Entity brought by any U.S. Underwriter or by any person who controls any U.S. Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any federal or state court in the Borough of Manhattan, Xxx Xxxx 00000The City of New York, (ii) waives, to the fullest extent it may effectively do so under applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non- exclusive jurisdiction of any federal or state court in the State of New YorkYork in any such suit, action or proceeding. Each Subject Entity has appointed as its authorized agent (the "Authorized Agent"), which term, as the Sponsor’s authorized agent used herein, includes any successor in such capacity, upon which whom process may be served in any suit or proceeding such action arising out of or relating to based on this Agreement or any of the Sharestransactions contemplated hereby which may be instituted in any federal or state court in the Borough of Manhattan, the Trust Property The City of New York by any U.S. Underwriter or this Agreementby any person who controls any U.S. Underwriter, (ii) expressly consents and submits to the jurisdiction of any state or federal such court in The City respect of New York, State of New York, in which any such suit action and waives any other requirements of or proceeding may objections to personal jurisdiction with respect thereto. Such appointment shall be instituted, irrevocable. Each Subject Entity represents and (iii) agrees warrants that the Authorized Agent has agreed to act as such agent for service of process. Service of process upon said authorized agent the Authorized Agent and written notice of such service to such Subject Entity (delivered as provided in Section 13 hereof) shall be deemed deemed, in every respect respect, effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the jurisdiction of the courts of the State of New York and of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunderSubject Entity.

Agent for Service; Submission to Jurisdiction. The Sponsor hereby Waiver of -------------------------------------------------------- Immunities. By the execution and delivery of this Agreement, the Company (i) irrevocably designates ----------- acknowledges that it has, by separate written instruments, designated and appoints Xxxxxx Xxxxxx Xxxxxxxx LLPappointed Corporation Services Company ("CSC"), located at 000 Xxxxxxx Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000XX 00000 (the "Authorized Agent") (and any successor entity), in the State ---------------- for a period of New Yorkten years or until such time as no Units, Notes, or Warrants remain outstanding, as the Sponsor’s its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares, the Trust Property this Agreement that may be instituted in any federal or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in the Borough of Manhattan, The City of New York, State of New YorkYork or brought under federal or state securities laws, and (ii) irrevocably authorizes and directs its Authorized Agent to accept such service, (ii) represents and warrants that the Authorized Agent has accepted such designation, (iv) submits to the jurisdiction of any such court in which any such suit or proceeding may be instituted, and (iiiv) agrees agree that service of process upon the Authorized Agent and written notice of said authorized agent service to the Company by first class mail in accordance with the provisions of this Agreement shall be deemed in every respect to be effective service of process upon the Sponsor Company in any such suit or proceeding. The Sponsor agrees Nothing herein shall affect the right of any person to deliver, upon the execution and delivery of this Agreement, a written acceptance serve process in any other manner permitted by such agent of its appointment as such agentlaw. The Sponsor Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CSC in full force and effect for so as long as any Shares of the Notes remain outstanding (subject to the limitation set forth in clause (i)); provided, however, that the Company may, and to the extent CSC ceases to be able -------- ------- to be served on the basis contemplated herein shall, by written notice to the Collateral Agent and the Trustee, designate such additional or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal alternative agent for service of process upon it that (i) maintains an office located in the Borough of Manhattan, The City of New York, State of New York, and consents that any such (ii) is either (x) Xxxxxx Xxxxxx counsel for the Company or (y) a corporate service company which acts as agent for service of process for other Persons in the ordinary course of its business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in the Borough of Manhattan, The City of New York, State of New York. To the extent that the Company has or hereafter may be made by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the acquire any immunity from jurisdiction of any court of (i) any jurisdiction in which the courts of Company owns or leases property or assets, (ii) the United States or the State of New York or (iii) Germany, or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit assets or other proceeding arising out of or relating to this Agreement or any action taken the Collateral Account or omitted hereunder, and waives any claim of forum non conveniens and any objections as actions to laying of venue. Each party further waives personal service enforce judgments in respect of any summonsthereof, complaint or other process and agrees that service thereof may be made the Company hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by certified or registered mail directed to such person at such person’s address for purposes of notices hereunderlaw.

Agent for Service; Submission to Jurisdiction. The Sponsor hereby Waiver of ---------- -------------------------------------------------------- Immunities. Each of ML Offshore LBO Partnership No. B-XVIII and ML Offshore LBO ---------- Partnership No. XIII (each for purposes of this Section 12, a "Subject Entity") irrevocably (i) irrevocably designates agrees, severally and appoints Xxxxxx Xxxxxx Xxxxxxxx LLPnot jointly, located at 000 Xxxxxxx Xxxxxxthat any legal suit, Xxx Xxxxaction or proceeding against such Subject Entity brought by any International Manager or by any person who controls any International Manager arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any federal or state court in the Borough of Manhattan, Xxx Xxxx 00000The City of New York, (ii) waives, to the fullest extent it may effectively do so under applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding or to the convenience of the forum and (iii) submits to the non-exclusive jurisdiction of any federal or state court in the State of New YorkYork in any such suit, action or proceeding. Each Subject Entity has appointed as its authorized agent (the "Authorized Agent"), which term, as the Sponsor’s authorized agent used herein, includes any successor in such capacity, upon which whom process may be served in any suit or proceeding such action arising out of or relating to based on this Agreement or any of the Sharestransactions contemplated hereby which may be instituted in any federal or state court in the Borough of Manhattan, the Trust Property The City of New York by any International Manager or this Agreementby any person who controls any International Manager, (ii) expressly consents and submits to the jurisdiction of any state or federal such court in The City respect of New York, State of New York, in which any such suit action and waives any other requirements of or proceeding may objections to personal jurisdiction with respect thereto. Such appointment shall be instituted, irrevocable. Each Subject Entity represents and (iii) agrees warrants that the Authorized Agent has agreed to act as such agent for service of process. Service of process upon said authorized agent the Authorized Agent and written notice of such service to such Subject Entity (delivered as provided in Section 13 hereof) shall be deemed deemed, in every respect respect, effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the jurisdiction of the courts of the State of New York and of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunderSubject Entity.

Agent for Service; Submission to Jurisdiction. The Sponsor hereby Company acknowledges that it has irrevocably designated and appointed C T Corporation System (the “Agent”) as its authorized agent for service of process for a period ending on the later of (i) irrevocably designates two years from the date hereof and appoints Xxxxxx Xxxxxx Xxxxxxxx LLP, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the State of New York, as the Sponsor’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares, the Trust Property or this Agreement, (ii) consents and submits to the jurisdiction date on which all obligations of any state or federal court in The City of New York, State of New Yorkthe Company under this Agreement have been satisfied, in which any such suit suit, action or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the jurisdiction of the courts of the State of New York and of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or brought with respect to the Securities under U.S. federal or state securities laws, in each case instituted in any action taken federal or omitted hereunder, state court located in the State and waives any claim City of forum non conveniens and any objections as New York. The Company hereby submits to laying of venue. Each party further waives personal service the nonexclusive jurisdiction of any summonssuch court in any such suit, complaint action or other process proceeding and agrees that service of process upon Agent with written notice thereof may to the Company shall be made deemed to be effective service of process upon the Company in such suit, action or proceeding. If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and the Representative plus one for each counsel counterparts hereof, and upon the acceptance hereof by certified or registered mail directed you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers the Company. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to such person at such person’s address the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for purposes examination upon request, but without warranty on your part as to the authority of notices hereunder.the signers thereof. Very truly yours, Fortis Inc. By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Executive Vice President, Chief Financial Officer By: /s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Vice President, Treasurer Accepted as of the date hereof: Xxxxxxx, Xxxxx & Co. By: /s/ Xxxxxxx, Sachs & Co. (Xxxxxxx, Xxxxx & Co.) As representative of the several Purchasers Exhibit A Fortis Inc. INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED

Agent for Service; Submission to Jurisdiction. The Sponsor hereby To the fullest extent permitted by applicable law, the Company and each of the Guarantors (i) irrevocably designates agrees that any legal suit, action or proceeding against the Company or any Guarantor brought by any Electing Holder or by any person who controls any Electing Holder arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted exclusively in the U.S. District Court for the Southern District of New York, or if that court does not have subject matter jurisdiction, any New York state court located in the Borough of Manhattan in the City of New York (a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding and appoints Xxxxxx Xxxxxx Xxxxxxxx LLP(iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company and each of the Guarantors has appointed the Company’s New York office, currently located at 000 Xxxxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 (and on and subsequent to the date of July 1, 2011, to be located at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx Xxxx, XX 00000, in the State of New York), as the Sponsor’s its authorized agent (the “Authorized Agent”) upon which whom process may be served in any suit or proceeding such action arising out of or relating to based on this Agreement or the Sharestransactions contemplated hereby which may be instituted in any New York Court by any Electing Holder or any person who controls any Electing Holder, the Trust Property or this Agreement, (ii) expressly consents and submits to the jurisdiction of any state or federal such court in The City respect of New York, State of New York, in which any such suit or proceeding may be institutedaction, and (iii) agrees waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall not be revoked without your prior written consent. The Company and each of the Guarantors represents and warrants that its Authorized Agent has agreed to act as such an agent for service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in force. In the event the Sponsor fails to continue such designation and appointment in full force and effectevery respect, the Sponsor hereby waives personal effective service of process upon it the Company and consents such Guarantors. If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Guarantors and the Company. It is understood that any such service your acceptance of process may be made by certified or registered mail, return receipt requested, directed this letter on behalf of each of the Purchasers is pursuant to the Sponsor at its address last specified for notices hereunderauthority set forth in a form of Agreement among Purchasers, and service so made the form of which shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents submitted to the jurisdiction Company for examination upon request, but without warranty on your part as to the authority of the courts signers thereof. Very truly yours, MDC Partners Inc. By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: General Counsel & Corporate Secretary Guarantors: Accent Marketing Services, LLC Xxxxxx Xxxxxx Canada Inc. Computer Composition of Canada Inc. MDC/ CPB Holdings Inc. Xxxxxxx Xxxxxx & Bogusky LLC Xxxxxxx Xxxxxx + Bogusky Canada Inc. Dotglu LLC Hello Acquisition Inc. KBP Holdings LLC Xxxxxxxxxxx Bond Xxxxxxx & Partners LLC Maxxcom (USA) Holdings Inc. Maxxcom Inc. (US) MDC Acquisition Inc. MDC Corporate (US) Inc. MDC/KBP Acquisition Inc. MF+P Acquisition Co. TargetCom LLC TC Acquisition Inc. Yamamoto Xxxx Xxxxxxxxx, Inc. ZG Acquisition Inc. By: /s/ Xxxxxxxx Xxxxxx Name Xxxxxxxx Xxxxxx Title: Authorized Signatory Accepted as of the State date hereof: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxx X. Xxx Name: Xxxxxx X. Xxx Title: Managing Director On behalf of New York and each of any Federal Court located in the Borough Purchasers Exhibit A MDC Partners Inc. INSTRUCTION TO DTC PARTICIPANTS (Date of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunder.Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED

Agent for Service; Submission to Jurisdiction. The Sponsor hereby Waiver of -------------------------------------------------------- Immunities. ---------- By the execution and delivery of this Indenture, the Company (i) irrevocably designates acknowledges that it has, by separate written instrument, designated and appoints appointed CT Corporation System, 000 Xxxxxx Xxxxxx Xxxxxxxx LLP, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in 00000 (the State of New York"Authorized Agent") (and any successor entity), as the Sponsor’s its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture and the SharesNotes, the Trust Property or this Agreementbrought under federal or state securities laws, (ii) consents and submits to the jurisdiction of that may be instituted in any federal or state or federal court in The City of New York, Borough of Manhattan, State of New YorkYork and acknowledges that the Authorized Agent has accepted such designation, (ii) submits to the jurisdiction of any such court in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon the Authorized Agent and written notice of said authorized agent service to the Company in accordance with Section 10.02 of this Indenture shall be deemed in every respect effective service of process upon the Sponsor Company in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect without lapse for so long as any Shares remain outstanding of the Notes shall be outstanding; provided that the Company may (and, to the extent the Authorized Agent ceases to be able to be served on the basis contemplated herein, shall), by written notice to the Trustee in accordance with Section 10.02 of this Indenture, designate such additional or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal alternative agent for service of process upon it under this Section 10.10 that (i) maintains an office located in The City of New York, Borough of Manhattan, State of New York and consents that any such (ii) is a corporate service company which acts as agent for service of process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for service of process and the address of the office of such agent for service of process in The City of New York, Borough of Manhattan, State of New York. To the extent that the Company has or hereafter may be made acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under each of this Indenture and the Notes. In addition, the Company irrevocably waives and agrees not to assert, by certified way of motion, as a defense, or registered mailotherwise in any such suit, return receipt requestedaction or proceeding, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for any reason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture or the subject matter hereof may not be enforced in such courts. The Company and the Trustee agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 10.10 shall affect the right of the Trustee to serve legal process in any other manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Company or their respective property in the courts of the State of New York and of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunderjurisdictions.

Agent for Service; Submission to Jurisdiction. The Sponsor hereby Waiver of -------------------------------------------------------- Immunities. By the execution and delivery of this Indenture, each Subsidiary ---------- Guarantor (i) acknowledges that it has, by separate written instrument, irrevocably designates designated and appoints Xxxxxx Xxxxxx Xxxxxxxx LLPappointed CT Corporation System (and any successor entity) ("CT"), located at 000 Xxxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the State of New York, as the Sponsor’s its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the SharesIndenture, the Trust Property Securities or this Agreementthe Guaranties that may be instituted in any Federal or state court located in the Borough of Manhattan in The City of New York or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or any Holder, and acknowledges that CT has accepted such designation, (ii) consents and submits to the jurisdiction of any state or federal such court in The City of New York, State of New York, in which any such suit or proceeding may be institutedproceeding, and (iii) agrees that service of process upon CT and written notice of said authorized agent service to a Subsidiary Guarantor, shall be deemed in every respect effective service of process upon the Sponsor such Subsidiary Guarantor in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor Subsidiary Guarantors further agrees agree to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment Indenture shall be in full force and effect. Each Subsidiary Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to the Indenture or this Agreement, the Sponsor hereby waives personal service of process upon it and consents that any such service of process may be made by certified Securities or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the jurisdiction of the courts of the State of New York and of Guaranties in any Federal Court or state court located in the Borough of Manhattan in The City of New York. Each Subsidiary Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such State action or proceeding in connection any such court. To the extent that any Subsidiary Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with any actionrespect to itself or its property, suit or other proceeding arising out of or relating to it hereby irrevocably waives such immunity in this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made the extent permitted by certified or registered mail directed to such person at such person’s address for purposes of notices hereunderlaw.

Agent for Service; Submission to Jurisdiction. The Sponsor Bank hereby (i) irrevocably designates submits to the non-exclusive jurisdiction of the U.S. federal and appoints Xxxxxx Xxxxxx Xxxxxxxx LLP, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, state courts in the State Borough of Manhattan in The City of New York, as the Sponsor’s authorized agent upon which process may be served York in any suit or proceeding arising out of or relating to this Agreement or the Sharestransactions contemplated hereby. The Bank irrevocably appoints CT Corporation System at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in the Trust Property or this AgreementBorough of Manhattan, (ii) consents and submits to the jurisdiction of any state or federal court in The City of New York, State of New York, York upon which process may be served in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon such agent, and written notice of said authorized agent service to the Bank by the person serving the same to the address provided in Section 9(b), shall be deemed in every respect effective service of process upon the Sponsor Bank in any such suit or proceeding. The Sponsor agrees If the foregoing is in accordance with your understanding, please sign and return to deliverus 6 counterparts hereof, and upon the execution acceptance hereof by you, this letter and delivery of this Agreementsuch acceptance hereof shall constitute a binding agreement between the Dealers and the Bank. Very truly yours, a written acceptance by such agent of its appointment BANCO MACRO S.A. By: /s/ Rxxxxxx X. Xxxxxxx Name: Director Title: Banco Macro S.A. Accepted as such agent. The Sponsor further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the jurisdiction of the courts date hereof: UBS SECURITIES LLC By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Managing Director By: /s/ Mxxxxx Xxxxxx Name: Mxxxxx Xxxxxx Title: Associate Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Vice President RXXXXXX JXXXX ARGENTINA SOCIEDAD DE BOLSA S.A. By: /s/ Daniela Bertagn Name: Daniela Bertagn Title: Authorized Signatory Annex 1 UBS Securities LLC 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of the State America Credit Suisse Securities (USA) LLC Eleven Mxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxx of New York and America Rxxxxxx Jxxxx Argentina Sociedad de Bolsa S.A. San Mxxxxx 300, Xxxx 00 X0000XXX, Xxxxxx Xxxxx Xxxxxxxxx Banco Macro S.A. INSTRUCTION TO DTC PARTICIPANTS (Date of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunder.Mailing) URGENT — IMMEDIATE ATTENTION REQUESTED

Agent for Service; Submission to Jurisdiction. The Sponsor hereby (i) Each of the parties hereto irrevocably designates and appoints Xxxxxx Xxxxxx Xxxxxxxx LLPagrees that any suit, located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the State of New York, as the Sponsor’s authorized agent upon which process may be served in any suit action or proceeding arising out of or relating to the Sharesthis agreement, the Trust Property Notes or this Agreementthe Guarantees, (ii) consents or brought under federal or state securities laws, may be instituted in any federal or state court in the State of New York, borough of Manhattan; irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. The Issuer and the Guarantor have irrevocably appointed CT Corporation System, located at 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as their respective agents (the “Authorized Agent”) for service of process in any suit, action or proceeding arising out of or relating to this agreement, the Notes or the Guarantees, or brought under federal or state securities laws, that may be instituted in federal or federal court state courts in The City of New York, the State of New York, in which borough of Manhattan. The Issuer and the Guarantor expressly consent to the jurisdiction of any such suit court in respect of any such action and waives any other requirements of or proceeding may objections to personal jurisdiction with respect thereto. Such appointment shall be institutedirrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer and the Guarantor represent and warrant that the Authorized Agent has agreed to act as said agent for service of process, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver, upon Issuer and the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees Guarantor agree to take any and all action, including the filing of any and all such documents and instruments, as that may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Issuer or this Agreement remains the Guarantor, as applicable, shall be deemed, in force. In the event the Sponsor fails to continue such designation and appointment in full force and effectevery respect, the Sponsor hereby waives personal effective service of process upon it and consents that any such service of process may be made by certified the Issuer or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the jurisdiction of the courts of the State of New York and of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunderGuarantor.

Agent for Service; Submission to Jurisdiction. The Sponsor hereby Waiver of Immunities. By the execution and delivery of this Agreement, the -------------------- Company (i) irrevocably designates acknowledges that it has, by separate written instrument, designated and appoints Xxxxxx Xxxxxx Xxxxxxxx LLPappointed CT Corporation System, located at 000 Xxxxxxx Xxxxxx0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in the State of New York00000 (and any successor entity), as the Sponsor’s its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares, the Trust Property this Agreement that may be instituted in any Federal or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in The the Borough of Manhattan, City of New York, State of New York, or brought under the United States Federal or state securities laws, and acknowledges that CT Corporation System has accepted such designation, (ii) submits to the non-exclusive jurisdiction of any such court in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon CT Corporation System and written notice of said authorized agent service to the Company in accordance with Section 11 shall be deemed in every respect effective service of process upon the Sponsor Company in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT Corporation System in full force and effect for so long as any of the Class A Ordinary Shares remain outstanding shall be outstanding; provided, however, that the Company may, by written notice to the -------- ------- Lead Managers, designate such additional or this Agreement remains in force. In the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor hereby waives personal alternative agent for service of process upon it and consents under this Section 14 that any such service (i) maintains an office located in the Borough of process may be made by certified or registered mailManhattan, return receipt requestedCity of New York, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the jurisdiction of the courts of in the State of New York and (ii) is either (x) counsel for the Company or (y) a corporate service company which acts as agent for service of any Federal Court located process for other persons in the ordinary course of its business. Such written notice shall identify the name of such agent for process and the address of the office of such agent for service of process in the Borough of Manhattan in such Manhattan, City of New York, State in connection with of New York. To the extent that the Company or any of its properties, assets or revenues may or may hereafter become entitled to, or have attributed to the Company, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any New York or U.S. federal court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any such court in which proceedings may at any time be commenced, with respect to the obligations and liabilities of the Company, or any other matter under or arising out of or relating to in connection with this Agreement or any action taken or omitted hereunderthe International Purchase Agreement, the Company hereby irrevocably and unconditionally waives such right, and waives agrees not to plead or claim any claim of forum non conveniens such immunity, and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed consents to such person at such person’s address for purposes of notices hereunderrelief or enforcement.

Agent for Service; Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby or thereby (“Related Proceedings”) may be instituted by the Underwriters in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”). The Sponsor Company hereby (i) irrevocably designates submits to the jurisdiction of the Specified Courts in any Related Proceeding and agrees not to commence any Related Proceeding except in the Specified Courts. The Company irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts and irrevocably and unconditionally waives and agrees not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum. The Company irrevocably appoints Xxxxxx Xxxxxx Xxxxxxxx LLPCT Corporation System, located at 000 Xxxxxxx Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its authorized agent in the State Borough of Manhattan in The City of New York, as the Sponsor’s authorized agent York upon which process may be served in any suit or proceeding arising out of or relating to the Shares, the Trust Property or this Agreement, (ii) consents and submits to the jurisdiction of any state or federal court in The City of New York, State of New York, in which any such suit or proceeding may be institutedproceeding, and (iii) agrees that service of process upon said such authorized agent agent, and written notice of such service to the Company by the person serving the same to the address provided in this Section 16(d), shall be deemed in every respect effective service of process upon the Sponsor Company in any such suit or proceeding. The Sponsor agrees Company hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment act as such agentauthorized agent for service of process. The Sponsor Company further agrees to take any and all action, including the filing of any and all such documents and instruments, action as may be necessary to continue maintain such designation and appointment of such authorized agent in full force and effect for so long as any Shares remain outstanding or a period of seven years from the date of this Agreement remains in forceAgreement. In Each of the event the Sponsor fails to continue such designation and appointment in full force and effect, the Sponsor parties hereto hereby waives personal service of process upon it and consents that any such service of process may be made right to trial by certified or registered mail, return receipt requested, directed to the Sponsor at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents to the jurisdiction of the courts of the State of New York and of jury in any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunderAgreement.

Agent for Service; Submission to Jurisdiction. The Sponsor hereby To the fullest extent permitted by applicable law, the Company and each of the Guarantors (i) irrevocably designates agrees that any legal suit, action or proceeding against the Company or any Guarantor brought by any Electing Holder or by any person who controls any Electing Holder arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted exclusively in the U.S. District Court for the Southern District of New York, or if that court does not have subject matter jurisdiction, any New York state court located in the Borough of Manhattan in the City of New York (a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding and appoints Xxxxxx Xxxxxx Xxxxxxxx LLP(iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company and each of the Guarantors has appointed the Company’s New York office, currently located at 000 Xxxxxxx Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, in the State of New York, as the Sponsor’s its authorized agent (the “Authorized Agent”) upon which whom process may be served in any suit or proceeding such action arising out of or relating to based on this Agreement or the Sharestransactions contemplated hereby which may be instituted in any New York Court by any Electing Holder or any person who controls any Electing Holder, the Trust Property or this Agreement, (ii) expressly consents and submits to the jurisdiction of any state or federal such court in The City respect of New York, State of New York, in which any such suit or proceeding may be institutedaction, and (iii) agrees waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall not be revoked without your prior written consent. The Company and each of the Guarantors represents and warrants that its Authorized Agent has agreed to act as such an agent for service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in force. In the event the Sponsor fails to continue such designation and appointment in full force and effectevery respect, the Sponsor hereby waives personal effective service of process upon it the Company and consents such Guarantors. If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Guarantors and the Company. It is understood that any such service your acceptance of process may be made by certified or registered mail, return receipt requested, directed this letter on behalf of each of the Purchasers is pursuant to the Sponsor at its address last specified for notices hereunderauthority set forth in a form of Agreement among Purchasers, and service so made the form of which shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents submitted to the jurisdiction Company for examination upon request, but without warranty on your part as to the authority of the courts signers thereof. Very truly yours, MDC Partners Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President and Chief Accounting Officer Guarantors: Accent Marketing Services, LLC Xxxxxx Xxxxxx Canada Inc. By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & Chief Accounting Officer Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & Chief Accounting Officer Computer Composition of Canada Inc. MDC/ CPB Holdings Inc. By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & Chief Accounting Officer Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & Chief Accounting Officer Xxxxxxx Xxxxxx & Bogusky LLC Dotglu LLC By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & Chief Accounting Officer Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & Chief Accounting Officer Hello Acquisition Inc. KBP Holdings LLC By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & Chief Accounting Officer Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & Chief Accounting Officer Xxxxxxxxxxx Bond Xxxxxxx & Partners LLC Maxxcom (USA) Holdings Inc. By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & ChiefAccounting Officer Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & ChiefAccounting Officer Maxxcom Inc. (ON) Maxxcom Inc. (US) By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & ChiefAccounting Officer Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & ChiefAccounting Officer MDC Acquisition Inc. MDC Corporate (US) Inc. By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & ChiefAccounting Officer Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & ChiefAccounting Officer MDC/KBP Acquisition Inc. TargetCom LLC By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & ChiefAccounting Officer Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & ChiefAccounting Officer TC Acquisition Inc. Yamamoto Xxxx Xxxxxxxxx, Inc. By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & ChiefAccounting Officer Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & ChiefAccounting Officer ZG Acquisition Inc. By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Senior Vice President & ChiefAccounting Officer Accepted as of the State date hereof: Xxxxxxx, Xxxxx & Co. By: /s/ Xxxxxxx, Xxxxx & Co. (Xxxxxxx, Xxxxx & Co.) Exhibit A MDC Partners Inc. INSTRUCTION TO DTC PARTICIPANTS (Date of New York and of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunder.Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED

Agent for Service; Submission to Jurisdiction. The Sponsor hereby To the fullest extent permitted by applicable law, the Company and each of the Guarantors (i) irrevocably designates agrees that any legal suit, action or proceeding against the Company or any Guarantor brought by any Electing Holder or by any person who controls any Electing Holder arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted exclusively in the U.S. District Court for the Southern District of New York, or if that court does not have subject matter jurisdiction, any New York state court located in the Borough of Manhattan in the City of New York (a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding and appoints Xxxxxx Xxxxxx Xxxxxxxx LLP(iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company and each of the Guarantors has appointed the Company’s New York office, currently located at 000 Xxxxxxx 700 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, in the State of New York, as the Sponsor’s its authorized agent (the “Authorized Agent”) upon which whom process may be served in any suit or proceeding such action arising out of or relating to based on this Agreement or the Sharestransactions contemplated hereby which may be instituted in any New York Court by any Electing Holder or any person who controls any Electing Holder, the Trust Property or this Agreement, (ii) expressly consents and submits to the jurisdiction of any state or federal such court in The City respect of New York, State of New York, in which any such suit or proceeding may be institutedaction, and (iii) agrees waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall not be revoked without your prior written consent. The Company and each of the Guarantors represents and warrants that its Authorized Agent has agreed to act as such an agent for service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in force. In the event the Sponsor fails to continue such designation and appointment in full force and effectevery respect, the Sponsor hereby waives personal effective service of process upon it the Company and consents such Guarantors. If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Guarantors and the Company. It is understood that any such service your acceptance of process may be made by certified or registered mail, return receipt requested, directed this letter on behalf of each of the Purchasers is pursuant to the Sponsor at its address last specified for notices hereunderauthority set forth in a form of Agreement among Purchasers, and service so made the form of which shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents submitted to the jurisdiction Company for examination upon request, but without warranty on your part as to the authority of the courts signers thereof. Very truly yours, MDC Partners Inc. By: /s/ Dxxxx Xxxx Name: Dxxxx Xxxx Title:Chief Financial Officer Guarantors: Accent Marketing Services, LLC Axxxxx Xxxxxx Canada Inc. Computer Composition of Canada LP Cxxxxxx Xxxxxx & Bogusky LLC Dotglu LLC KBP Holdings LLC kbs+p Canada LX Xxxxxxxxxxx Bond Sxxxxxx & Partners LLC Maxxcom (USA) Holdings Inc. Maxxcom Inc. (US) MDC Acquisition Inc. MDC Corporate (US) Inc. MDC/KBP Acquisition Inc. MF+P Acquisition Co. Redscout LLC RX Xxxxxx Partners LLC TargetCom LLC TC Acquisition Inc. Union Advertising Canada LX Xxxxxx Media Management LLC Yamamoto Mxxx Xxxxxxxxx, Inc. ZG Acquisition Inc. By: /s/ Dxxxx Xxxx Name: Dxxxx Xxxx Title: Chief Financial Officer Accepted as of the State date hereof: J.X. Xxxxxx Securities LLC By: /s/ Exxx Xxxxxxx Name: Exxx Xxxxxxx Title: Executive Director On behalf of New York and each of any Federal Court located in the Borough Purchasers Exhibit A MDC Partners Inc. INSTRUCTION TO DTC PARTICIPANTS (Date of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunder.Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED

Agent for Service; Submission to Jurisdiction. The Sponsor hereby To the fullest extent permitted by applicable law, the Company and each of the Guarantors (i) irrevocably designates agrees that any legal suit, action or proceeding against the Company or any Guarantor brought by any Electing Holder or by any person who controls any Electing Holder arising out of or based upon this Agreement or the transactions contemplated thereby may be instituted exclusively in the U.S. District Court for the Southern District of New York, or if that court does not have subject matter jurisdiction, any New York state court located in the Borough of Manhattan in the City of New York (a “New York Court”), (ii) waives, to the fullest extent it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding and appoints Xxxxxx Xxxxxx Xxxxxxxx LLP(iii) submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company and each of the Guarantors has appointed the Company’s New York office, currently located at 000 Xxxxxxx 900 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, in the State of New York, as the Sponsor’s its authorized agent (the “Authorized Agent”) upon which whom process may be served in any suit or proceeding such action arising out of or relating to based on this Agreement or the Sharestransactions contemplated hereby which may be instituted in any New York Court by any Electing Holder or any person who controls any Electing Holder, the Trust Property or this Agreement, (ii) expressly consents and submits to the jurisdiction of any state or federal such court in The City respect of New York, State of New York, in which any such suit or proceeding may be institutedaction, and (iii) agrees waives any other requirements of or objections to personal jurisdiction with respect thereto. Such appointment shall not be revoked without your prior written consent. The Company and each of the Guarantors represents and warrants that its Authorized Agent has agreed to act as such an agent for service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Sponsor in any such suit or proceeding. The Sponsor agrees to deliver, upon the execution and delivery of this Agreement, a written acceptance by such agent of its appointment as such agent. The Sponsor further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any Shares remain outstanding or this Agreement remains aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in force. In the event the Sponsor fails to continue such designation and appointment in full force and effectevery respect, the Sponsor hereby waives personal effective service of process upon it the Company and consents such Guarantors. If the foregoing is in accordance with your understanding, please sign and return to us four counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Guarantors and the Company. It is understood that any such service your acceptance of process may be made by certified or registered mail, return receipt requested, directed this letter on behalf of each of the Purchasers is pursuant to the Sponsor at its address last specified for notices hereunderauthority set forth in a form of Agreement among Purchasers, and service so made the form of which shall be deemed completed five (5) days after the same shall have been so mailed. Each party hereto, each Authorized Participant by its delivery of an Authorized Participant Agreement and each Beneficial Owner by the acceptance of a Share, irrevocably consents submitted to the jurisdiction Company for examination upon request, but without warranty on your part as to the authority of the courts signers thereof. Very truly yours, MDC Partners Inc. By: / s / Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Authorized Signatory Guarantors: Accent Marketing Services, LLC Axxxxx Xxxxxx Canada Inc. By: / s / Mxxxxxx Xxxxxxxx By: / s / Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Authorized Signatory Title: Authorized Signatory Computer Composition of Canada Inc. CPB Acquisition Inc. By: / s / Mxxxxxx Xxxxxxxx By: / s / Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Authorized Signatory Title: Authorized Signatory Cxxxxxx Xxxxxx & Bogusky LLC Dotglu LLC By: / s / Mxxxxxx Xxxxxxxx By: / s / Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Authorized Signatory Title: Authorized Signatory Hello Acquisition Inc. KBP Holdings LLC By: / s / Mxxxxxx Xxxxxxxx By: / s / Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Authorized Signatory Title: Authorized Signatory Kxxxxxxxxxx Bond & Partners LLC Maxxcom (USA) Holdings Inc. By: / s / Mxxxxxx Xxxxxxxx By: / s / Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Authorized Signatory Title: Authorized Signatory Maxxcom Inc. (ON) Maxxcom Inc. (US) By: / s / Mxxxxxx Xxxxxxxx By: / s / Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Authorized Signatory Title: Authorized Signatory MDC Acquisition Inc. MDC Corporate (US) Inc. By: / s / Mxxxxxx Xxxxxxxx By: / s / Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Authorized Signatory Title: Authorized Signatory MDC/KBP Acquisition Inc. TargetCom LLC By: / s / Mxxxxxx Xxxxxxxx By: / s / Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Authorized Signatory Title: Authorized Signatory TC Acquisition Inc. Yamamoto Mxxx Xxxxxxxxx, Inc. By: / s / Mxxxxxx Xxxxxxxx By: / s / Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Authorized Signatory Title: Authorized Signatory ZG Acquisition Inc. By: / s / Mxxxxxx Xxxxxxxx Name: Mxxxxxx Xxxxxxxx Title: Authorized Signatory Accepted as of the State date hereof: Accepted as of New York and the date hereof: Gxxxxxx, Sxxxx & Co. By: / s / Gxxxxxx, Sxxxx & Co. (Gxxxxxx, Sxxxx & Co.) On behalf of any Federal Court located in each of the Borough Purchasers Exhibit A MDC Partners Inc. INSTRUCTION TO DTC PARTICIPANTS (Date of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunder.Mailing) URGENT - IMMEDIATE ATTENTION REQUESTED