TRANSACTION AGREEMENT dated as of December 21, 2020 by and among STAGWELL MEDIA LP, MDC PARTNERS INC., NEW MDC LLC and MIDAS MERGER SUB 1 LLCJoinder Agreement • December 22nd, 2020 • MDC Partners Inc • Services-advertising agencies • Delaware
THIS TRANSACTION AGREEMENT (this “Agreement”), dated as of December 21, 2020, is made by and among Stagwell Media LP, a Delaware limited partnership (“Stagwell”), MDC Partners Inc., a Canadian corporation, which shall domesticate to the State of Delaware and become a Delaware corporation prior to the Closing (as defined below) in accordance with the terms of this Agreement (“MDC”), New MDC LLC, a Delaware limited liability company and wholly-owned subsidiary of MDC (“New MDC”), and Midas Merger Sub 1 LLC, a Delaware limited liability company and wholly-owned subsidiary of New MDC (“Merger Sub”).
Broad Street Principal Investments, L.L.C. 200 West Street New York, New York 10282Letter Agreement • December 22nd, 2020 • MDC Partners Inc • Services-advertising agencies • Delaware
This letter agreement (this “Letter Agreement”) is made in reference to: (a) the articles of amendment designating the Series 4 convertible preference shares (the “Preferred Shares”) in the capital of the Company (the “Articles of Amendment”) filed by MDC Partners Inc. (the “Company”) on March 7, 2017 under the Canada Business Corporations Act (the “CBCA”) and (b) the securities purchase agreement between the Company and Broad Street Principal Investments, L.L.C. (the “Holder”) dated February 14, 2017 (the “SPA”). Capitalized terms used and not defined in this Letter Agreement shall have the meanings given to them in the Articles of Amendment.
