MEMBERSHIP UNIT PURCHASE AGREEMENT by and among MF + P ACQUISITION CO., INTEGRATED MEDIA SOLUTIONS, LLC ROBERT INGRAM, DESIREE DU MONT and RON CORVINOMembership Unit Purchase Agreement • May 7th, 2010 • MDC Partners Inc • Services-advertising agencies • New York
MEMBERSHIP UNIT PURCHASE AGREEMENT (this "Agreement") dated May 6, 2010 and effective as of the close of business on April 30, 2010 (the "Effective Date") , by and among MF + P ACQUISITION CO., a Delaware corporation (the "Purchaser"), INTEGRATED MEDIA SOLUTIONS, LLC, a New York limited liability company ("IMS Holdco"), ROBERT INGRAM ("Ingram"), DESIREE DU MONT ("Desiree"), RON CORVINO ("Ron"; and together with Ingram and Desiree, individually a "Principal" and collectively, the "Principals"), and solely for purposes of Sections 7.6.6 and 8.19, MDC Partners Inc., a corporation existing under the laws of Canada ("MDC Partners").
CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 7th, 2010 • MDC Partners Inc • Services-advertising agencies
THIS CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of May 6, 2010, by and among the Lenders party hereto, WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, "Agent"), MDC PARTNERS INC., a Canadian corporation ("Parent"), MAXXCOM INC., a Delaware corporation ("Borrower"), and each of the Subsidiaries of Parent identified on the signature pages hereof (together with Parent and Borrower, the "Loan Parties").
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF INTEGRATED MEDIA SOLUTIONS PARTNERS LLCLimited Liability Company Agreement • May 7th, 2010 • MDC Partners Inc • Services-advertising agencies • Delaware
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among WWG, LLC, TODD GRAHAM, KEVIN BERG, VINCENT PARINELLO, DANIEL K. GREGORY, STEPHEN GROTH and SEAN M. O'TOOLEMembership Interest Purchase Agreement • May 7th, 2010 • MDC Partners Inc • Services-advertising agencies • Delaware
MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") dated as of March 1, 2010, by and among MDC ACQUISITION INC., a Delaware corporation (the "Purchaser"), WWG, LLC, a Florida limited liability company ("WWG"), TODD GRAHAM ("Graham"), KEVIN BERG ("Berg"), VINCENT PARINELLO ("Parinello"), DANIEL K. GREGORY ("Gregory"), STEPHEN GROTH ("Groth"), and SEAN M. O'TOOLE ("O'Toole"; and together with Graham, Berg, Parinello, Gregory and Groth, collectively, the "Principals", and individually a "Principal") and solely for purposes of Sections 7.6.6 and 8.19, MDC Partners Inc., a corporation existing under the laws of Canada ("MDC").
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 7th, 2010 • MDC Partners Inc • Services-advertising agencies
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of March 19, 2010, by and among the Lenders party hereto, WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, a Delaware limited liability company, as the agent for the Lenders (in such capacity, "Agent"), MDC PARTNERS INC., a Canadian corporation ("Parent"), MAXXCOM INC., a Delaware corporation ("Borrower"), and each of the Subsidiaries of Parent identified on the signature pages hereof (together with Parent and Borrower, the "Loan Parties").
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEAM HOLDINGS LLCLimited Liability Company Agreement • May 7th, 2010 • MDC Partners Inc • Services-advertising agencies • Delaware
