August 2, 2021 New York, NY 10007 Attention: Frank Lanuto Re: Information and Access Rights; Sharing of Information; Confidentiality. Ladies and Gentlemen:Stagwell Inc • August 2nd, 2021 • Services-advertising agencies
Reference is made to the Transaction Agreement, dated as of December 21, 2020, by and among Stagwell Media LP, a Delaware limited partnership (“Stagwell Media”), MDC Partners Inc., a Canadian corporation which domesticated to the State of Delaware and converted into a Delaware limited liability company prior to the date hereof (“OpCo”), New MDC LLC, a Delaware limited liability company which converted into a corporation named “MDC Stagwell Holdings Inc.” prior to the date hereof (the “Company”), and Midas Merger Sub 1 LLC, a Delaware limited liability, as amended on June 4, 2021 and July 8, 2021 (the “Transaction Agreement”), pursuant to which, among other things, the Company became the managing member of OpCo. Capitalized terms used and not defined in this letter agreement shall have the meanings given to them in the Transaction Agreement. As used herein, (i) the “Stagwell Parties” means, collectively, Stagwell Media, Stagwell Agency Holdings LLC, a Delaware limited liability company,
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2021 • Stagwell Inc • Services-advertising agencies • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2021, is entered into among Stagwell Media LP, a Delaware limited partnership (“Stagwell Media”), the Holders listed on Exhibit A hereto and MDC Stagwell Holdings Inc., a Delaware corporation (the “Company”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • August 2nd, 2021 • Stagwell Inc • Services-advertising agencies
