0001144204-19-014106 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2019 • MDC Partners Inc • Services-advertising agencies • New York

AGREEMENT dated as of March 14, 2019 (this “Agreement”) by and between MDC PARTNERS INC., a corporation existing under the laws of Canada (the “Company”), and MARK PENN (the “Executive”).

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SECURITIES PURCHASE AGREEMENT by and between and STAGWELL AGENCY HOLDINGS LLC Dated as of March 14, 2019
Securities Purchase Agreement • March 15th, 2019 • MDC Partners Inc • Services-advertising agencies • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 14, 2019, is by and between MDC Partners Inc., a Canadian corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), and Stagwell Agency Holdings LLC, a Delaware limited liability company (together with its successors and any Affiliate that becomes a Purchaser party hereto in accordance with Section 4.02 and Section 6.07, the “Purchaser”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article I.

CONSENT AND FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 15th, 2019 • MDC Partners Inc • Services-advertising agencies

THIS CONSENT AND FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), with an effective date of March 12, 2019 (the "Effective Date"), is by and among the Lenders party hereto, WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, "Agent"), MDC PARTNERS INC., a Canadian corporation ("Parent"), Maxxcom Inc., a Delaware corporation ("Borrower"), and each of the Subsidiaries of Parent identified on the signature pages hereof (together with Parent and Borrower, the "Loan Parties").

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