MDC PARTNERS INC Contracts & Agreements

Stock Repurchase Agreement, dated May 9, 2023, between Stagwell, Inc. and the entities listed on Schedule I thereto (Filed With SEC on May 9, 2023)

Underwriting Agreement, dated as of March 9, 2023, by and among the Company, Stagwell Global LLC, the Underwriters and the Selling Stockholders (Filed With SEC on March 14, 2023)

Form of Indemnification Agreement with Directors and Officers (Filed With SEC on November 7, 2022)

Second Amended and Restated Limited Liability Company Agreement of Stagwell Global LLC, dated March 23, 2022 (Filed With SEC on March 28, 2022)

Description of Securities (Filed With SEC on March 17, 2022)

Amended and Restated Limited Liability Company Agreement of Stagwell Global LLC (f/k/a Midas OpCo Holdings LLC) dated as of August 2, 2021 (Filed With SEC on March 17, 2022)

Amendment No. 1 to Amended and Restated Credit Agreement, dated as of December 17, 2021 (Filed With SEC on March 17, 2022)

Second Amended and Restated Employment Agreement Amendment, dated as of March 11, 2022, by and between the Company and Mark Penn (Filed With SEC on March 17, 2022)

Stagwell Inc. Non-Employee Director Compensation Policy (Filed With SEC on March 17, 2022)

Amended and Restated Stock Appreciation Rights Agreement by and between the Company and Mark Penn, dated as of March 11, 2022 (Filed With SEC on March 17, 2022)

Amended and Restated Employment Agreement, dated December 14, 2021, by and between the Company and Mark Penn (Filed With SEC on December 17, 2021)

Stock Appreciation Rights Agreement, dated December 14, 2021, by and between the Company and Mark Penn (Filed With SEC on December 17, 2021)

Form of Financial Performance-Based Restricted Stock Grant Agreement (2021) (Filed With SEC on November 9, 2021)

Separation Agreement and Mutual General Release, made and entered into as of July 30, 2021, by and between David Ross and Midas OpCo Holdings LLC (as successor-in-interest to MDC... (Filed With SEC on November 9, 2021)

Employment Agreement, dated as of September 12, 2021, by and between the Company and Jay Leveton (Filed With SEC on September 16, 2021)

Employment Agreement, dated as of September 12, 2021, by and between the Company and Ryan Greene (Filed With SEC on September 16, 2021)

Employment Agreement Amendment, dated as of September 8, 2021, by and between the Company and Mark Penn (Filed With SEC on September 8, 2021)

Employment Agreement Amendment, dated as of September 8, 2021, by and between the Company and Frank Lanuto (Filed With SEC on September 8, 2021)

Indenture, dated as of August 20, 2021, among the Issuer, the Guarantors and the Bank of New York Mellon Trust Company, N.A., as trustee (Filed With SEC on August 20, 2021)

Amendment to Securities Purchase Agreement, dated August 4, 2017, by and between Stagwell Inc. and Broad Street Principal Investments, L.L.C (Filed With SEC on August 4, 2021)

OpCo Letter Agreement, dated August 4, 2021, by and among Stagwell Inc., Broad Street Principal Investments, L.L.C., Stonebridge 2017, L.P. and Stonebridge 2017 Offshore, L.P (Filed With SEC on August 4, 2021)

Amendment to Securities Purchase Agreement, dated August 4, 2017, by and between Stagwell Inc. and Stagwell Agency Holdings LLC (Filed With SEC on August 4, 2021)

Registration Rights Agreement, dated August 2, 2021, by and among MDC Stagwell Holdings Inc. and the Stagwell Parties (as defined therein) (Filed With SEC on August 2, 2021)

Tax Receivable Agreement, dated August 2, 2021, by and among the MDC Stagwell Holdings Inc., Midas OpCo Holdings LLC and Stagwell Media LP (Filed With SEC on August 2, 2021)

Information Rights Letter Agreement, dated August 2, 2021, by and among the MDC Stagwell Holdings Inc., Stagwell Media LP, Stagwell Group LLC and Stagwell Agency Holdings LLC (Filed With SEC on August 2, 2021)

Amendment No. 2 to the Transaction Agreement, dated as of July 8, 2021 (Filed With SEC on July 9, 2021)

Third Goldman Letter Agreement, dated as of July 8, 2021 (Filed With SEC on July 9, 2021)

Second Stagwell Letter Agreement, dated as of July 8, 2021 (Filed With SEC on July 9, 2021)

Amendment No. 1 to the Transaction Agreement, dated as of June 4, 2021 (Filed With SEC on June 7, 2021)

Description of Securities (Filed With SEC on March 16, 2021)

Form of Indemnification Agreement with Directors and Officers (Filed With SEC on March 16, 2021)

Third Supplemental Indenture, dated as of February 8, 2021, among MDC Partners Inc., the Note Guarantors party thereto and the Bank of New York Mellon, as trustee (Filed With SEC on February 9, 2021)

Second Supplemental Indenture, dated as of January 13, 2021, among MDC Partners Inc., the Note Guarantors party thereto and the Bank of New York Mellon, as trustee (Filed With SEC on January 13, 2021)

First Supplemental Indenture, dated as of September 16, 2020, among the Additional Note Guarantors and The Bank of New York Mellon, as trustee, to Indenture, dated as of March 23,... (Filed With SEC on October 29, 2020)

Separation Agreement and General Release dated September 22, 2020 (Filed With SEC on September 23, 2020)

MDC Partners Inc. Amended and Restated 2016 Stock Incentive Plan (Filed With SEC on June 29, 2020)

Description of Securities (Filed With SEC on March 5, 2020)

Form of Financial Performance-Based Restricted Stock Agreement (2019) (Filed With SEC on November 6, 2019)

Form of Long-Term Cash Incentive Compensation Plan 2019 Award Agreement (Filed With SEC on November 6, 2019)

Agreement of Settlement and Release, dated as of June 3, 2019, by and between the Company and Stephanie Nerlich (Filed With SEC on June 6, 2019)

Amendment to Incentive/Retention Agreement, dated June 4, 2019, by and between the Company and David Ross (Filed With SEC on June 6, 2019)

Employment Agreement, dated as of May 16, 2019, by and between the Company and Seth Gardner (Filed With SEC on May 23, 2019)

Separation and Release Agreement, dated as of May 8, 2019, by and between the Company and David Doft (Filed With SEC on May 9, 2019)

Separation and Release Agreement, dated as of May 6, 2019, by and between the Company and Mitchell Gendel (Filed With SEC on May 9, 2019)

Employment Agreement, dated as of May 6, 2019, by and between the Company and Frank Lanuto (Filed With SEC on May 8, 2019)

Employment Agreement, dated as of May 6, 2019, by and between the Company and Jonathan Mirsky (Filed With SEC on May 8, 2019)

Agreement, dated April 19, 2019, by and between MDC Partners Inc. and FrontFour Capital Group LLC, on behalf of itself and its affiliates (Filed With SEC on April 23, 2019)

Employment Agreement between the Company and Vincenzo DiMaggio, dated as of May 8, 2018 (Filed With SEC on March 18, 2019)

Amended and Restated Employment Agreement between the Company and Stephanie Nerlich, dated as of November 1, 2017 (incorporated by reference to Exhibit 10.9 to the Companys 10-K... (Filed With SEC on March 18, 2019)

Amendment No. 1 dated March 7, 2011, to the Amended and Restated Employment Agreement made as of July 6, 2007, by and between the Company and Mitchell Gendel (incorporated by... (Filed With SEC on March 18, 2019)

Consent and First Amendment to the Second Amended and Restated Credit Agreement, dated as of May 3, 2016, among the Company, Maxxcom Inc., a Delaware corporation, each of their... (Filed With SEC on March 15, 2019)

Employment Agreement, effective March 18, 2019, by and between the Company and Mark Penn (Filed With SEC on March 15, 2019)

Securities Purchase Agreement by and between the Company and Stagwell Agency Holdings LLC, dated as of March 14, 2019 (Filed With SEC on March 15, 2019)

Amended Form of Senior Executive Retention Award (December 2018) (Filed With SEC on December 27, 2018)

Form of Senior Executive Retention Award (December 2018) (Filed With SEC on December 14, 2018)

Succession Agreement dated as of September 9, 2018 by and between MDC Partners Inc. and Scott L. Kauffman (Filed With SEC on September 12, 2018)

MDC Partners Inc. 2016 Stock Incentive Plan, as amended June 6, 2018 (Filed With SEC on June 7, 2018)

Amended and Restated Employment Agreement between the Company and Stephanie Nerlich, dated as of November 1, 2017 (Filed With SEC on March 1, 2018)

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on March 1, 2017)

MDC PARTNERS INC. 2016 STOCK INCENTIVE PLAN (As Adopted on June 1, 2016) (Filed With SEC on March 1, 2017)

FINANCIAL-PERFORMANCE BASED RESTRICTED STOCK GRANT AGREEMENT (2017) (Filed With SEC on March 1, 2017)

SECURITIES PURCHASE AGREEMENT by and between MDC PARTNERS INC. and BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. Dated as of February 14, 2017 (Filed With SEC on February 15, 2017)

SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on August 3, 2016)

share Sale andpurchase Agreement between MDC PartnersUK Holdings Limited and forsman &bodenfors ek. för. regarding the shares in forsman &bodenfors ab dated 27 june 2016 (Filed With SEC on July 1, 2016)

W I T N E S S E T H: (Filed With SEC on May 4, 2016)

MDC PARTNERS INC., THE NOTE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON, AS TRUSTEE 6.500% SENIOR NOTES DUE 2024 INDENTURE Dated as of March 23, 2016 (Filed With SEC on March 23, 2016)

FIFTH AMENDMENT TO AMENDED AND RESTATEDCREDIT AGREEMENT (Filed With SEC on March 23, 2016)

SIXTH SUPPLEMENTAL INDENTURE (Filed With SEC on February 26, 2016)

EMPLOYMENT AGREEMENT (Filed With SEC on February 26, 2016)

SEPARATION AGREEMENT (Filed With SEC on February 26, 2016)

EMPLOYMENT AGREEMENT (Filed With SEC on February 26, 2016)

FINANCIAL-PERFORMANCE BASED RESTRICTED STOCK GRANT AGREEMENT (2016) (Filed With SEC on February 26, 2016)

AGREEMENT OF RETIREMENT, SETTLEMENT AND RELEASE B E T W E E N: MDC PARTNERS INC. (hereinafter referred to as MDC) - and - STEPHEN PUSTIL (hereinafter referred to as Pustil) (Filed With SEC on February 26, 2016)

ASSIGNMENT AND ASSUMPTION AGREEMENT (Filed With SEC on February 26, 2016)

SEPARATION AGREEMENT (Filed With SEC on July 20, 2015)

AMENDMENT TO MANAGEMENT SERVICES AGREEMENT (Filed With SEC on May 5, 2015)

FOURTH AMENDMENT TO AMENDED AND RESTATEDCREDIT AGREEMENT (Filed With SEC on October 24, 2014)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on August 11, 2014)

3,500,000 Class ASubordinate Voting Shares MDCPartners Inc. UNDERWRITING AGREEMENT (Filed With SEC on May 16, 2014)

MDCPartners Inc. PRICE DETERMINATION AGREEMENT (Filed With SEC on May 16, 2014)

FOURTH SUPPLEMENTAL INDENTURE (Filed With SEC on April 29, 2014)

MDC PARTNERS INC., THE NOTE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON, AS TRUSTEE 6.75% SENIOR NOTES DUE 2020 FIFTH SUPPLEMENTAL INDENTURE Dated as of April 2, 2014 (Filed With SEC on April 2, 2014)

CONSENT AND THIRD AMENDMENT TO AMENDEDAND RESTATED CREDIT AGREEMENT (Filed With SEC on March 28, 2014)

FIRST SUPPLEMENTAL INDENTURE FOR ADDITIONALNOTE GUARANTEE (Filed With SEC on March 10, 2014)

SECOND SUPPLEMENTAL INDENTURE (Filed With SEC on March 10, 2014)

MDC PARTNERS INC., THE NOTE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON, AS TRUSTEE 6.75% SENIOR NOTES DUE 2020 THIRD SUPPLEMENTAL INDENTURE Dated as of November 15,... (Filed With SEC on March 10, 2014)

CONSENT AND FIRST AMENDMENT TO AMENDEDAND RESTATED CREDIT AGREEMENT (Filed With SEC on March 10, 2014)

SECOND AMENDMENT TO AMENDED AND RESTATEDCREDIT AGREEMENT (Filed With SEC on March 10, 2014)

(Form) FINANCIAL-PERFORMANCE BASED RESTRICTED STOCK GRANT AGREEMENT (2014) (Filed With SEC on March 10, 2014)

MDC PARTNERS INC. LONG-TERM CASH INCENTIVE COMPENSATIONPLAN (As Adopted March 6, 2014) (Filed With SEC on March 10, 2014)

MDC PARTNERS INC., THE NOTE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON, AS TRUSTEE 6.75% SENIOR NOTES DUE 2020 THIRD SUPPLEMENTAL INDENTURE Dated as of November 15,... (Filed With SEC on November 15, 2013)

CONSENT AND FIRST AMENDMENT TO AMENDEDAND RESTATED CREDIT AGREEMENT (Filed With SEC on November 12, 2013)

AMENDED AND RESTATED MANAGEMENT SERVICESAGREEMENT (Filed With SEC on August 2, 2013)

MDC PARTNERS INC., THE NOTE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON, AS TRUSTEE 6.75% SENIOR NOTES DUE 2020 INDENTURE Dated as of March 20, 2013 (Filed With SEC on March 20, 2013)

AMENDED AND RESTATED CREDIT AGREEMENT by and among MDC PARTNERS INC. as Parent, MAXXCOM INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, WELLS FARGO... (Filed With SEC on March 20, 2013)

MDC PARTNERS INC., THE NOTE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON, AS TRUSTEE 11% SENIOR NOTES DUE 2016 SEVENTH SUPPLEMENTAL INDENTURE Dated as of December 10,... (Filed With SEC on December 10, 2012)

MDC Partners Inc. 11% SeniorNotes due 2016 unconditionallyguaranteed as to the paymentof principal, premium, if any, and interest by the Guarantorslisted in Exhibit C hereto... (Filed With SEC on December 10, 2012)

CONSENT AND TENTH AMENDMENT TO CREDITAGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT (Filed With SEC on August 2, 2012)

SIXTH SUPPLEMENTAL INDENTURE (Filed With SEC on May 10, 2012)

NINTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on May 10, 2012)

FOURTH SUPPLEMENTAL INDENTURE (Filed With SEC on March 15, 2012)

FIFTH SUPPLEMENTAL INDENTURE (Filed With SEC on March 15, 2012)

EIGHTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 15, 2012)

RESTRICTED STOCK GRANTAGREEMENT (2012) (Filed With SEC on March 15, 2012)

RESTRICTED STOCK UNIT (RSU) GRANTAGREEMENT (2012) (Filed With SEC on March 15, 2012)

SEVENTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on November 3, 2011)

EMPLOYMENT AGREEMENT (Filed With SEC on August 4, 2011)

AGREEMENT OF SETTLEMENT AND RELEASE B E T W E E N: MDC PARTNERS INC. (hereinafter referred to as MDC) - and - ROBERT DICKSON (hereinafter referred to as Dickson) (Filed With SEC on August 4, 2011)

MDC PARTNERS INC. 745 Fifth Avenue New York, N.Y. 10151 (Filed With SEC on August 1, 2011)

FORM OF RESTRICTED STOCK GRANT AGREEMENT (2011 PLAN) (Filed With SEC on June 1, 2011)

FORM OF RESTRICTED STOCK UNIT (RSU) GRANT AGREEMENT (2011 PLAN) (Filed With SEC on June 1, 2011)

FIFTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on May 2, 2011)

Exhibit 10.1.2 SIXTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on May 2, 2011)

AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on May 2, 2011)

MDC Partners Inc. 11% Senior Notes due 2016 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors listed in Schedule IV hereto... (Filed With SEC on April 19, 2011)

MDC PARTNERS INC., (Filed With SEC on April 19, 2011)

MDC Partners Inc. 11% Senior Notes due 2016 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors listed in Exhibit C hereto... (Filed With SEC on April 19, 2011)

THIRDAMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 14, 2011)

FOURTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on March 14, 2011)

FORM OF RESTRICTED STOCK GRANT AGREEMENT (2011) (Filed With SEC on March 14, 2011)

FORM OF RESTRICTED STOCK UNIT (RSU) GRANT AGREEMENT (2011) (Filed With SEC on March 14, 2011)

LIMITEDPARTNERSHIP UNIT PURCHASE AGREEMENT (Filed With SEC on March 14, 2011)

LIMITED PARTNERSHIP UNITPURCHASE AGREEMENT (13%) (Filed With SEC on March 14, 2011)

Exhibit10.18.1 LIMITEDPARTNERSHIP UNIT PURCHASE AGREEMENT (Filed With SEC on March 14, 2011)

LIMITED PARTNERSHIP UNITPURCHASE AGREEMENT (13%) (Filed With SEC on March 14, 2011)

Exhibit10.1 EXTRAORDINARYEQUITY VALUE APPRECIATION RESTRICTED STOCK GRANTAGREEMENT (Filed With SEC on January 27, 2011)

Exhibit10.2 MDCPARTNERS INC. (Filed With SEC on January 27, 2011)

SECOND SUPPLEMENTALINDENTURE (Filed With SEC on October 29, 2010)

AMENDMENT TO EMPLOYMENTAGREEMENT (Filed With SEC on October 29, 2010)

AMENDMENT TO MANAGEMENTSERVICES AGREEMENT (Filed With SEC on July 30, 2010)

AMENDMENT NO. 1TO MEMBERSHIP INTEREST PURCHASEAGREEMENT (Filed With SEC on July 30, 2010)

AMENDMENT NO. 1TO AMENDED AND RESTATEDOPERATING AGREEMENT (Filed With SEC on July 30, 2010)

AMENDMENT NO. 1TO MEMBERSHIP INTEREST PURCHASEAGREEMENT (Filed With SEC on July 30, 2010)

MDCPartners Inc. 11%Senior Notes due 2016 unconditionallyguaranteed as to the payment of principal, premium, ifany, and interest by theGuarantors listed in Schedule IV hereto... (Filed With SEC on May 14, 2010)

MDCPARTNERS INC., THE NOTEGUARANTORS PARTY HERETO AND THE BANKOF NEW YORK MELLON, ASTRUSTEE 11%SENIOR NOTES DUE 2016 FIRSTSUPPLEMENTAL INDENTURE Dated asof May 14, 2010 (Filed With SEC on May 14, 2010)

MDCPartners Inc. 11%Senior Notes due 2016 unconditionallyguaranteed as to the paymentof principal, premium, ifany, and interest by theGuarantors listed in Exhibit C hereto... (Filed With SEC on May 14, 2010)

FIRSTAMENDMENT TOCREDIT AGREEMENT (Filed With SEC on May 7, 2010)

CONSENTAND SECOND AMENDMENT TOCREDIT AGREEMENT (Filed With SEC on May 7, 2010)

MEMBERSHIPINTEREST PURCHASE AGREEMENT byand among MDCACQUISITION INC., WWG, LLC, TODDGRAHAM, KEVINBERG, VINCENTPARINELLO, DANIELK. GREGORY, STEPHENGROTH and SEANM. O'TOOLE Dated... (Filed With SEC on May 7, 2010)

AMENDEDAND RESTATED LIMITEDLIABILITY COMPANY AGREEMENT OF TEAMHOLDINGS LLC (Filed With SEC on May 7, 2010)

MEMBERSHIPUNIT PURCHASE AGREEMENT byand among MF+ P ACQUISITION CO., INTEGRATEDMEDIA SOLUTIONS, LLC ROBERTINGRAM, DESIREEDU MONT and RON CORVINO Dated May6, 2010 and effective as... (Filed With SEC on May 7, 2010)

AMENDEDAND RESTATED LIMITEDLIABILITY COMPANY AGREEMENT OF INTEGRATEDMEDIA SOLUTIONS PARTNERS LLC (Filed With SEC on May 7, 2010)

Exhibit10.12.5 RESTRICTED STOCK GRANTAGREEMENT (2010) (Filed With SEC on March 10, 2010)

Exhibit10.12.6 RESTRICTED STOCK UNIT (RSU)GRANT AGREEMENT (2010) (Filed With SEC on March 10, 2010)

AMENDMENTNO. 1 TO MEMBERSHIPINTEREST PURCHASE AGREEMENT (Filed With SEC on March 10, 2010)

AMENDMENTNO. 2 TO MEMBERSHIPINTEREST PURCHASE AGREEMENT (Filed With SEC on March 10, 2010)

AGREEMENTOF SETTLEMENT AND RELEASE (Filed With SEC on November 2, 2009)

MDCPARTNERS INC. 2005STOCK INCENTIVE PLAN (AsAmended on June 2, 2009) (Filed With SEC on June 5, 2009)

MDCPARTNERS INC. STOCKAPPRECIATION RIGHTS PLAN (Filed With SEC on June 5, 2009)

[MDCLetterhead] (Filed With SEC on March 9, 2009)

MEMBERSHIP INTEREST PURCHASEAGREEMENT (Filed With SEC on March 9, 2009)

MDC PARTNERS INC. 2008 Key Partner Incentive Plan (May 30, 2008) (Filed With SEC on July 31, 2008)

AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on March 10, 2008)

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ZYMAN GROUP, LLC (Filed With SEC on March 10, 2008)

EMPLOYMENT AGREEMENT (Filed With SEC on November 8, 2007)

RESTRICTED STOCK GRANT AGREEMENT (Filed With SEC on November 8, 2007)

SERVICE-BASED AND FINANCIAL PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (Filed With SEC on November 8, 2007)

MEMBERSHIP INTEREST PURCHASE AGREEMENT (Filed With SEC on November 1, 2007)

MEMBERSHIP INTEREST PURCHASE AGREEMENT (Filed With SEC on October 19, 2007)

MDC PARTNERS INC. 2005 STOCK INCENTIVE PLAN (As Amended on June 1, 2007) (Filed With SEC on August 7, 2007)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on August 7, 2007)

EMPLOYMENT AGREEMENT (Filed With SEC on August 7, 2007)

Re:Separation Agreement, General Release and Age Discrimination in Employment Act Release (Filed With SEC on August 7, 2007)

MANAGEMENT SERVICES AGREEMENT (Filed With SEC on May 8, 2007)

AMENDMENT NO. 11 (Filed With SEC on April 11, 2007)

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on March 16, 2007)

AMENDMENT NO. 10 (Filed With SEC on March 16, 2007)

AMENDMENT NO. 9 (Filed With SEC on November 9, 2006)

STOCK PURCHASE AGREEMENT by and among SECURED PRODUCTS (CAYMAN), INC., H.I.G. CAPITAL MANAGEMENT, INC. and MDC PARTNERS INC. dated as of November 3, 2006 STOCK PURCHASE AGREEMENT (Filed With SEC on November 9, 2006)

AMENDMENT NO. 8 (Filed With SEC on August 9, 2006)

MDCPARTNERS INC. STOCKAPPRECIATION RIGHTS PLAN (Filed With SEC on May 5, 2006)

MDCPARTNERS INC. FORM OF STOCKAPPRECIATION RIGHTS AGREEMENT (Filed With SEC on May 5, 2006)

MDC Partners Inc. 8.00% Convertible Unsecured Subordinate DebenturesDue 2010 (Filed With SEC on March 28, 2006)

EMPLOYMENTAGREEMENT (Filed With SEC on March 16, 2006)

AMENDMENT NO. 1TO EMPLOYMENT AGREEMENT (Filed With SEC on March 16, 2006)

ZYMAN GROUP, LLC 950 East Paces Ferry Road, N.E. Suite 3300 Atlanta, Georgia 30326 January 31, 2006 (Filed With SEC on March 16, 2006)

FINANCIAL PERFORMANCE-BASED RESTRICTED STOCK GRANT AGREEMENT (Filed With SEC on March 2, 2006)

FINANCIAL PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENT (Filed With SEC on March 2, 2006)

AMENDMENT NO. 7 (Filed With SEC on January 23, 2006)

AMENDMENT NO. 6 (Filed With SEC on November 4, 2005)

Form of STOCK OPTION AGREEMENT (Filed With SEC on October 9, 2005)

FORM OF RESTRICTED STOCK GRANT AGREEMENT (Filed With SEC on October 9, 2005)

UNDERWRITING AGREEMENT (Filed With SEC on June 16, 2005)

AMENDMENT NO. 5 (Filed With SEC on June 9, 2005)

AMENDMENT NO. 4 (Filed With SEC on May 10, 2005)

EMPLOYMENTAGREEMENT (Filed With SEC on April 18, 2005)

MEMBERSHIPUNIT PURCHASE AGREEMENT by andamong ZGACQUISITION INC., MDCPARTNERS INC., ZYMANGROUP, LLC, ZYMANCOMPANY, INC., SERGIOZYMAN (only with respect to Section 7.3) and (Filed With SEC on April 1, 2005)

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ZYMAN GROUP, LLC Dated April 1,2005 (Filed With SEC on April 1, 2005)

LIMITED WAIVER (Filed With SEC on April 1, 2005)

AMENDMENT NO. 3 (Filed With SEC on April 1, 2005)

AMENDMENT NO. 2 (Filed With SEC on March 16, 2005)

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MDC PARTNERS INC Contracts & Agreements