0001104659-05-037647 Sample Contracts

MDC PARTNERS INC.
Indenture • August 9th, 2005 • MDC Partners Inc • Services-advertising agencies • Ontario

THIS INDENTURE made as of the 28th day of June, 2005 between MDC PARTNERS INC., a corporation continued under the laws of Canada, (hereinafter called the “Corporation”) and COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada (hereinafter called the “Trustee”)

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AMENDMENT NO. 1 TO MEMBERSHIP UNIT PURCHASE AGREEMENT
Membership Unit Purchase Agreement • August 9th, 2005 • MDC Partners Inc • Services-advertising agencies

AMENDMENT NO. 1 dated August 8, 2005 (“Amendment No. 1”), to the MEMBERSHIP UNIT PURCHASE AGREEMENT (the “Purchase Agreement”) dated April 1, 2005, by and among ZG ACQUISITION INC., a Delaware corporation (the “Purchaser”), MDC PARTNERS INC., a corporation organized under the federal laws of Canada, Sergio Zyman, ZYMAN GROUP, LLC, a Delaware limited liability company (together with any predecessor company, including Zyman Group, LLC, a Nevada limited liability company, and including its subsidiaries, the “Company”), ZYMAN COMPANY, INC., , and certain other unitholders of the Company thereto (collectively, the “Management Sellers”; together with Zyman, the “Sellers” and each individually, a “Seller”).

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