0000876883-22-000011 Sample Contracts

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2022 • Stagwell Inc • Services-advertising agencies • New York

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of March 11, 2022 (this “Agreement”) by and between STAGWELL INC., a Delaware corporation (the “Company”), and MARK PENN (the “Executive”).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 17th, 2022 • Stagwell Inc • Services-advertising agencies • New York

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 17, 2021 (this “Amendment”), is among STAGWELL MARKETING GROUP LLC (“Stagwell Marketing”), MIDAS OPCO HOLDINGS LLC (“MDC Partners”), MAXXCOM LLC (“Maxxcom”; together with Stagwell Marketing and MDC Partners, each individually, a “Borrower” and collectively, the “Borrowers”), the other Loan Parties party hereto, the Lenders party hereto, each Issuing Bank party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (together with its successors and assigns, the “Administrative Agent”).

STAGWELL, INC. AMENDED AND RESTATED STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • March 17th, 2022 • Stagwell Inc • Services-advertising agencies • New York

AMENDED AND RESTATED STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) by and between Stagwell Inc. (the “Company”) and Mark Penn (the “Participant”), dated as of March 11, 2022.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MIDAS OPCO HOLDINGS LLC DATED AS OF August 2, 2021
Limited Liability Company Agreement • March 17th, 2022 • Stagwell Inc • Services-advertising agencies • Delaware

1his AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) of MIDAS OPCO HOLDINGS LLC, a Delaware limited liability company (the “Company”), is made and entered into as of August 2, 2021, by and among the Company, Stagwell Inc., a Delaware corporation (“PubCo”), as a member and in its capacity as the initial Manager, Stagwell Media LP, a Delaware limited partnership (“Stagwell”), Stagwell Friends and Family LLC and each Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

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