0001628280-16-011847 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2016 • MDC Partners Inc • Services-advertising agencies • New York

AGREEMENT dated as of March17, 2013 (this “Agreement”) by and between MDC PARTNERS INC., a corporation existing under the laws of Canada (the “Company”), and ANDRE COSTE (the “Executive”).

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SEPARATION AGREEMENT
Separation Agreement • February 26th, 2016 • MDC Partners Inc • Services-advertising agencies • New York

SEPARATION AGREEMENT by and among MDC PARTNERS INC. (“MDC” or the “Company”) and MICHAEL SABATINO (“Sabatino”), dated as of July 29, 2015 (this “Agreement”).

SIXTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 26th, 2016 • MDC Partners Inc • Services-advertising agencies • New York

This Sixth Supplemental Indenture, dated as of November 19, 2015 (this “Supplemental Indenture”), among Albion Brand Communication Limited, a United Kingdom corporation (“Albion”), HPR Partners, LLC, a Delaware limited liability company (“HPR”), Legend PR Partners LLC, a Delaware limited liability company (“Legend”), MDC Partners UK Holdings Limited, a United Kingdom corporation (“MDC Partners UK”), Trapeze Media Limited, an Ontario corporation (“Trapeze”), and Y Media Labs LLC, a Delaware limited liability company (“Y Media”, and each of Albion, HPR, Legend, MDC Partners UK and Trapeze, an “Additional Note Guarantor”), each a subsidiary of MDC Partners Inc., a corporation continued under the laws of Canada (together with its successors and assigns, the “Company”) and The Bank of New York Mellon, a New York banking corporation (the “Trustee”) under the Indenture referred to below.

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • February 26th, 2016 • MDC Partners Inc • Services-advertising agencies • Delaware

This ASSIGNMENT AND ASSUMPTION AGREEMENT, effective as of December 31, 2015 (this “Agreement”), is made by and among MDC Partners Inc., a Canadian corporation (“MDC”), Crispin, Porter & Bogusky LLC, a Delaware limited liability company and subsidiary of MDC (“CPB”), and Lori Senecal (the “Executive”).

AGREEMENT OF RETIREMENT, SETTLEMENT AND RELEASE
Retirement, Settlement and Release Agreement • February 26th, 2016 • MDC Partners Inc • Services-advertising agencies • Ontario

WHEREAS, Pustil and MDC have agreed that, effective as of October 31, 2015 (the “Retirement Date”), Pustil shall retire from and cease to be employed by MDC and any of its subsidiaries and affiliates;

FINANCIAL-PERFORMANCE BASED RESTRICTED STOCK GRANT AGREEMENT (2016)
Restricted Stock Grant Agreement • February 26th, 2016 • MDC Partners Inc • Services-advertising agencies • New York

THIS AGREEMENT, made as of February 17, 2016 (the “Grant Date”), between MDC Partners Inc., a Canadian corporation (the “Corporation”), and [NAME] (the “Grantee”).

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