0001104659-21-090492 Sample Contracts

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AMENDMENT NO. 2 TO THE TRANSACTION AGREEMENT
The Transaction Agreement • July 9th, 2021 • MDC Partners Inc • Services-advertising agencies

AMENDMENT NO. 2, dated as of July 8, 2021 (this “Amendment No. 2”), to the Transaction Agreement, dated as of December 21, 2020 and amended as of June 4, 2021 (the “Agreement”), 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 in the Agreement) in accordance with the terms of the 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” and, together with Stagwell, MDC and New MDC, the “Parties”).

Broad Street Principal Investments, L.L.C. Stonebridge 2017, L.P. Stonebridge 2017 Offshore, L.P. New York, New York 10282
Securities Purchase Agreement • July 9th, 2021 • MDC Partners Inc • Services-advertising agencies

Reference is made to that certain letter agreement (the “Letter Agreement”), dated as of April 21, 2021, by and among MDC Partners Inc. (the “Company”), Broad Street Principal Investments, L.L.C. (“Broad Street”), Stonebridge 2017, L.P. (“Stonebridge”) and Stonebridge 2017 Offshore, L.P. (together with Broad Street and Stonebridge, the “Holder”). Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Letter Agreement.

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