0001104659-05-054217 Sample Contracts

Form of STOCK OPTION AGREEMENT
Stock Option Agreement • November 10th, 2005 • MDC Partners Inc • Services-advertising agencies • New York

WHEREAS, the Corporation has adopted the 2005 Stock Incentive Plan (the “Plan”) for the purpose of providing employees and consultants of the Corporation and eligible non-employee directors of the Corporation’s Board of Directors a proprietary interest in pursuing the long-term growth, profitability and financial success of the Corporation; and

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FORM OF RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • November 10th, 2005 • MDC Partners Inc • Services-advertising agencies • New York

WHEREAS, the Corporation has adopted the 2005 Stock Incentive Plan (the “Plan”) for the purpose of providing employees and consultants of the Corporation and eligible non-employee directors of the Corporation’s Board of Directors a proprietary interest in pursuing the long-term growth, profitability and financial success of the Corporation (except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions set forth in the Plan).

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