Unassociated Document


     

    Exhibit
10.1

     

    EXECUTION
VERSION

     

    MDC
Partners Inc.

     

    11%
Senior Notes due 2016

    


    unconditionally
guaranteed as to the

    payment
of principal, premium,

    if
any, and interest by

    


    the
Guarantors listed in Exhibit C hereto

    
      

        
          

        

      

    

     

    Exchange and Registration
Rights Agreement

     

    October 23,
2009                       

    Goldman,
Sachs & Co.,

    As
representative of the several Purchasers

    named in
Exhibit D hereto

    c/o
Goldman, Sachs & Co. 

    85 Broad
Street

    New York,
New York 10004

     

    Ladies
and Gentlemen:

     

    MDC
Partners Inc., a corporation continued under the laws of Canada (the “Company”), proposes to issue
and sell to the Purchasers (as defined herein) upon the terms set forth in the
Purchase Agreement (as defined herein) $225,000,000 in aggregate principal
amount of its 11% Senior Notes due 2016, which are unconditionally guaranteed by
the Guarantors listed in Exhibit C hereto (the “Guarantors”).  As
an inducement to the Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Purchasers thereunder, the
Company and the Guarantors agree with the Purchasers for the benefit of holders
(as defined herein) from time to time of the Registrable Securities (as defined
herein) as follows:

     

    1.     
Certain
Definitions.  For purposes of this Exchange and Registration
Rights Agreement (this “Agreement”), the following
terms shall have the following respective meanings:

     

    “Base Interest” shall mean
the interest that would otherwise accrue on the Securities under the terms
thereof and the Indenture, without giving effect to the provisions of this
Agreement.

     

    The term
“broker-dealer” shall
mean any broker or dealer registered with the Commission under the Exchange
Act.


    
      
         


      

      
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    “Business Day” shall have the
meaning set forth in Rule 13e-4(a)(3) promulgated by the Commission under
the Exchange Act, as the same may be amended or succeeded from time to
time.

     

    “Closing Date” shall mean the
date on which the Securities are initially issued.

     

    “Commission” shall mean the
United States Securities and Exchange Commission, or any other federal agency at
the time administering the Exchange Act or the Securities Act, whichever is the
relevant statute for the particular purpose.

     

    “EDGAR System” means the
EDGAR filing system of the Commission and the rules and regulations pertaining
thereto promulgated by the Commission in Regulation S-T under the Securities Act
and the Exchange Act, in each case as the same may be amended or succeeded from
time to time (and without regard to format).

     

    “Effective Time,” in the case
of (i) an Exchange Registration, shall mean the time and date as of which
the Commission declares the Exchange Registration Statement effective or as of
which the Exchange Registration Statement otherwise becomes effective and
(ii) a Shelf Registration, shall mean the time and date as of which the
Commission declares the Shelf Registration Statement effective or as of which
the Shelf Registration Statement otherwise becomes effective.

     

    “Electing Holder” shall mean
any holder of Registrable Securities that has returned a completed and signed
Notice and Questionnaire to the Company in accordance with Section 3(d)(ii)
or Section 3(d)(iii) and the instructions set forth in the Notice and
Questionnaire.

     

    “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.

     

    “Exchange Offer” shall have
the meaning assigned thereto in Section 2(a).

     

    “Exchange Registration” shall
have the meaning assigned thereto in Section 3(c).

     

    “Exchange Registration
Statement” shall have the meaning assigned thereto in
Section 2(a).

     

    “Exchange Securities” shall
have the meaning assigned thereto in Section 2(a).

     

    “Freely Transferable” means,
with respect to a Security, a Security that at any time of determination (i) is
freely transferable without volume restrictions by a holder that is not an
“affiliate” (as defined in Rule 144 under the 1933 Act (“Rule 144”)) of the
Company where no conditions of Rule 144 are then applicable (other than the
holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as such
holding period requirement is satisfied at such time of determination) in
accordance with Rule 144 , or otherwise, (ii) whose restrictive legend relating
to the 1933 Act has been removed and (iii) does not bear a restricted CUSIP
number.

     

    “Guarantor” shall have the
meaning assigned thereto in the Indenture.


    
      
         


      

      
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    The term
“holder” shall mean
each of the Purchasers and other persons who acquire Securities from time to
time (including any successors or assigns), in each case for so long as such
person owns any Securities.

     

    “Indenture” shall mean the
trust indenture, dated as of October 23, 2009, between the Company, the
Guarantors and The Bank of New York Mellon, as trustee, as the same may be
amended from time to time.

     

    “Notice and Questionnaire”
means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Exhibit A hereto.

     

    The term
“person” shall mean a
corporation, limited liability company, association, partnership, organization,
business, individual, government or political subdivision thereof or
governmental agency.

     

    “Purchase Agreement” shall
mean the Purchase Agreement, dated as of October 23, 2009, between the
Purchasers, the Company and the Guarantors relating to the
Securities.

     

    “Purchasers” shall mean the
Purchasers named in Schedule I to the Purchase Agreement.

     

    “Registrable Securities”
shall mean the Securities; provided, however, that a
Security shall cease to be a Registrable Security upon the earliest to occur of
the following: (i) in the circumstances contemplated by Section 2(a),
the Security has been exchanged for an Exchange Security in an Exchange Offer as
contemplated in Section 2(a); (ii) in the circumstances contemplated by
Section 2(b), a Shelf Registration Statement registering such Security
under the Securities Act has been declared or becomes effective and such
Security has been sold or otherwise transferred by the holder thereof pursuant
to and in a manner contemplated by such effective Shelf Registration Statement;
(iii) when such Security is Freely Transferable or (iv) when such Security
shall cease to be outstanding.

     

    “Registration Default” shall
have the meaning assigned thereto in Section 2(c).

     

    “Registration Default Period”
shall have the meaning assigned thereto in Section 2(c).

     

    “Registration Expenses” shall
have the meaning assigned thereto in Section 4.

     

    “Resale Period” shall have
the meaning assigned thereto in Section 2(a).

     

    “Restricted Holder” shall
mean (i) a holder that is an affiliate of the Company within the meaning of
Rule 405, (ii) a holder who acquires Exchange Securities outside the
ordinary course of such holder’s business, (iii) a holder who has
arrangements or understandings with any person to participate in the Exchange
Offer for the purpose of distributing Exchange Securities and (iv) a holder that
is a broker-dealer, but only with respect to Exchange Securities received by
such broker-dealer pursuant to an Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from the Company.

     

    “Rule 144,” “Rule 405”,
“Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” shall mean,
in each case, such rule promulgated by the Commission under the Securities Act
(or any successor provision), as the same may be amended or succeeded from time
to time.


    
      
         


      

      
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    “Securities” shall mean,
collectively, the $225,000,000 in aggregate principal amount of the Company’s
11% Senior Notes due 2016 to be issued and sold to the Purchasers, and
securities issued in exchange therefor or in lieu thereof pursuant to the
Indenture.  Each Security is entitled to the benefit of the guarantee
provided by each of the Guarantors in the Indenture (the “Guarantees”) and, unless the
context otherwise requires, any reference herein to a “Security,” an “Exchange
Security” or a “Registrable Security” shall include a reference to the related
Guarantees.

     

    “Securities Act” shall mean
the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.

     

    “Shelf Registration” shall
have the meaning assigned thereto in Section 2(b).

     

    “Shelf Registration
Statement” shall have the meaning assigned thereto in
Section 2(b).

     

    “Special Interest” shall have
the meaning assigned thereto in Section 2(c).

     

    “Trust Indenture Act” shall
mean the Trust Indenture Act of 1939, as amended, and the rules and regulations
promulgated by the Commission thereunder, as the same may be amended or
succeeded from time to time.

     

    “Trustee” shall mean The Bank
of New York Mellon, as trustee under the Indenture, together with any successors
thereto in such capacity.

     

    Unless
the context otherwise requires, any reference herein to a “Section” or “clause”
refers to a Section or clause, as the case may be, of this Agreement, and the
words “herein,” “hereof” and “hereunder” and other words of similar import refer
to this Agreement as a whole and not to any particular Section or other
subdivision.


    
      
         


      

      
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    2.      Registration Under the Securities
Act.

     

    (a)   
Except as set forth in Section 2(b) below, and to the extent there are
Registrable Securities outstanding on the fifth Business Day after the one year
anniversary of the Closing Date, the Company and the Guarantors agree to file
under the Securities Act a registration statement relating to an offer to
exchange (such registration statement, the “Exchange Registration
Statement”, and such offer, the “Exchange Offer”) any and all
of the Securities for a like aggregate principal amount of debt securities
issued by the Company and guaranteed by the Guarantors, which debt securities
and guarantees are substantially identical to the Securities and the related
Guarantees, respectively (and are entitled to the benefits of the Indenture),
except that they have been registered pursuant to an effective registration
statement under the Securities Act and do not contain provisions for Special
Interest contemplated in Section 2(c) below (such new debt securities
hereinafter called “Exchange
Securities”).  The Company and the Guarantors agree to use all
commercially reasonable efforts to cause the Exchange Registration Statement to
become effective under the Securities Act as promptly as practicable and no
later than 45 calendar days after the Effective Time of such Exchange
Registration Statement.  The Exchange Offer will be registered under
the Securities Act on the appropriate form and will comply with all applicable
tender offer rules and regulations under the Exchange Act.  Unless the
Exchange Offer would not be permitted by applicable law or Commission policy,
the Company further agrees to use all commercially reasonable efforts to
(i) commence the Exchange Offer promptly following the Effective Time of
such Exchange Registration Statement, (ii) hold the Exchange Offer open for
at least 30 calendar days in accordance with Regulation 14E promulgated by the
Commission under the Exchange Act and (iii) exchange Exchange Securities
for all Registrable Securities that have been properly tendered and not
withdrawn promptly following the expiration of the Exchange
Offer.  The Exchange Offer will be deemed to have been “completed”
only (i) if the debt securities and related guarantees received by holders
other than Restricted Holders in the Exchange Offer for Registrable Securities
are, upon receipt, transferable by each such holder without restriction under
the Securities Act and the Exchange Act and without material restrictions under
the blue sky or securities laws of a substantial majority of the States of the
United States of America and (ii) upon the Company having exchanged, pursuant to
the Exchange Offer, Exchange Securities for all Registrable Securities that have
been properly tendered and not withdrawn before the expiration of the Exchange
Offer, which shall be on a date that is at least 30 calendar days following the
commencement of the Exchange Offer.  The Company and the Guarantors
agree (x) to include in the Exchange Registration Statement a prospectus for use
in any resales by any holder of Exchange Securities that is a broker-dealer and
(y) to keep such Exchange Registration Statement effective for a period (the
“Resale Period”)
beginning when Exchange Securities are first issued in the Exchange Offer and
ending upon the earlier of the expiration of the 90th day
after the Exchange Offer has been completed or such time as such broker-dealers
no longer own any Registrable Securities.  With respect to such
Exchange Registration Statement, such holders shall have the benefit of the
rights of indemnification and contribution set forth in Subsections 6(a),
(c), (d) and (e).


    
      
         


      

      
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    (b)   
If  (i)  the Securities are Registrable Securities and (ii) on or
prior to the time the Exchange Offer is completed, existing law or Commission
interpretations are changed such that the debt securities or the related
guarantees received by holders other than Restricted Holders in the Exchange
Offer for Registrable Securities are not or would not be, upon receipt,
transferable by each such holder without restriction under the Securities Act,
(iii) the Exchange Offer has not been completed within 45 days of the fifth
Business Day after first anniversary of the Closing Date or (iv) any holder of
Registrable Securities notifies the Company prior to the 20th
Business Day following the completion of the Exchange Offer that: (A) it is
prohibited by law or Commission policy from participating in the Exchange Offer,
(B) it may not resell the Exchange Securities to the public without
delivering a prospectus and the prospectus supplement contained in the Exchange
Registration Statement is not appropriate or available for such resales or (C)
it is a broker-dealer and owns Securities acquired directly from the Company or
an affiliate of the Company, then the Company and the Guarantors shall, in lieu
of (or, in the case of clause (iv), in addition to) conducting the Exchange
Offer contemplated by Section 2(a), file under the Securities Act as
promptly as practicable, a “shelf” registration statement providing for the
registration of, and the sale on a continuous or delayed basis by the holders
of, all of the Registrable Securities, pursuant to Rule 415 or any similar
rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such
registration statement, the “Shelf Registration
Statement”).  The Company and the Guarantors agree to use all
commercially reasonable efforts to cause the Shelf Registration Statement to
become or be declared effective no later than 90 days after such Shelf
Registration Statement filing obligation arises; provided, that if at any time
the Company is or becomes a “well-known seasoned issuer” (as defined in
Rule 405) and is eligible to file an “automatic shelf registration
statement” (as defined in Rule 405), then the Company and the Guarantors
shall file the Shelf Registration Statement in the form of an automatic shelf
registration statement as provided in Rule 405.  The Company and
the Guarantors agree to use all commercially reasonable efforts to keep such
Shelf Registration Statement continuously effective until such time as there are
no longer any Registrable Securities outstanding.  No holder shall be
entitled to be named as a selling securityholder in the Shelf Registration
Statement or to use the prospectus forming a part thereof for resales of
Registrable Securities unless such holder is an Electing Holder.  The
Company and the Guarantors agree, after the Effective Time of the Shelf
Registration Statement and promptly upon the request of any holder of
Registrable Securities that is not then an Electing Holder, to use all
commercially reasonable efforts to enable such holder to use the prospectus
forming a part thereof for resales of Registrable Securities, including, without
limitation, any action necessary to identify such holder as a selling
securityholder in the Shelf Registration Statement (whether by post-effective
amendment thereto or by filing a prospectus pursuant to Rules 430B and 424(b)
under the Securities Act identifying such holder), provided, however, that
nothing in this sentence shall (A) relieve any such holder of the obligation to
return a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(iii) or (B) require the Company or the
Guarantors to file more than one post-effective amendment to the Shelf
Registration Statement in any 30 day period.  Notwithstanding anything
to the contrary in this Section 2(b), (A) no holder of Registrable Securities
may include any of its Registrable Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such holder furnishes to
the Company in writing, within 20 Business Days after receipt of a request
therefor, such information as the Company may reasonably request for use in
connection with any Shelf Registration Statement, prospectus or preliminary
prospectus and such holder agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information previously
furnished to the Company by such holder not materially misleading and (B) upon
notice to the Electing Holders, the Company may suspend the use or the
effectiveness of such Shelf Registration Statement, or extend the time period in
which it is required to file the Shelf Registration Statement for one or more
periods up to 60 days in the aggregate in any 12-month period (each, a “Suspension Period”) if the
Board of Directors of the Company determines that there is a valid business
purpose for suspension of the Shelf Registration Statement; provided that the Company
shall promptly notify the Electing Holders when the Shelf Registration Statement
may once again be used or is effective.  

     

    (c)   
In the event that (i) the Company and the Guarantors have not filed the Exchange
Registration Statement or the Shelf Registration Statement on or before the date
on which such registration statement is required to be filed pursuant to
Section 2(a) or Section 2(b), respectively, or (ii) such Exchange
Registration Statement or Shelf Registration Statement has not become effective
or been declared effective by the Commission on or before the date on which such
registration statement is required to become or be declared effective pursuant
to Section 2(a) or Section 2(b), respectively, or (iii) the Exchange
Offer has not been completed within 45 calendar days after the Effective Time of
the Exchange Registration Statement relating to the Exchange Offer (if the
Exchange Offer is then required to be made) or (iv) any Exchange
Registration Statement or Shelf Registration Statement required by
Section 2(a) or Section 2(b) is filed and declared effective but shall
thereafter either be withdrawn by the Company or shall become subject to an
effective stop order issued pursuant to Section 8(d) of the Securities Act
suspending the effectiveness of such registration statement (except as
specifically permitted herein including with respect to any Shelf Registration
Statement during any applicable Suspension Period in accordance with the last
sentence of Section 2(b)) without being succeeded immediately by an additional
registration statement filed and declared effective for more than 60 calendar
days in any 12 month period prior to the time the Securities cease to be
Registrable Securities (each such event referred to in clauses (i) through (iv),
a “Registration
Default” and each period during which a Registration Default has occurred
and is continuing, a “Registration Default
Period”), then, as liquidated damages for such Registration Default,
subject to the provisions of Section 9(b), special interest (“Special Interest”), in
addition to the Base Interest, shall accrue on all Registrable Securities then
outstanding at a per annum rate of 0.25% for the first 90 days of the
Registration Default Period, at a per annum rate of 0.50% for the second 90 days
of the Registration Default Period, at a per annum rate of 0.75% for the third
90 days of the Registration Default Period and at a per annum rate of 1.0%
thereafter for the remaining portion of the Registration Default Period; provided, however, that upon the
exchange of the Exchange Notes for all Registrable Securities tendered, or upon
the effectiveness of the applicable Shelf Registration Statement which had
ceased to remain effective, Special Interest on the Registrable Securities in
respect of which such Registration Default exists shall cease to
accrue.  Special Interest shall accrue and be payable only with
respect to a single Registration Default at any given time, notwithstanding the
fact that multiple Registration Defaults may exist at such time.  The
accrual of Special Interest shall be the exclusive monetary remedy available to
the holders of Registrable Securities for any Registration
Default.  Notwithstanding anything to the contrary in this Section
2(c), the Company shall not be obligated to pay Special Interest in this Section
2(c) during a Suspension Period permitted by Section 2(b)
hereof.


    
      
         


      

      
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    (d)   
The Company shall take, and shall cause the Guarantors to take, all actions
necessary or advisable to be taken by it to ensure that the transactions
contemplated herein are effected as so contemplated, including all actions
necessary or desirable to register the Guarantees under any Exchange
Registration Statement or Shelf Registration Statement, as
applicable.

     

    (e)   
Any reference herein to a registration statement or prospectus as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time; and any reference herein to
any post-effective amendment to a registration statement or to any prospectus
supplement as of any time shall be deemed to include any document incorporated,
or deemed to be incorporated, therein by reference as of such time.

     

    3.     
Registration
Procedures.

     

     If
the Company and the Guarantors file a registration statement pursuant to
Section 2(a) or Section 2(b), the following provisions shall
apply:

     

    (a)   
At or before the Effective Time of the Exchange Registration or any Shelf
Registration, whichever may occur first, the Company shall qualify the Indenture
under the Trust Indenture Act.

     

    (b)   
In the event that such qualification would require the appointment of a new
trustee under the Indenture, the Company shall appoint a new trustee thereunder
pursuant to the applicable provisions of the Indenture.

     

    (c)   
In connection with the Company’s and the Guarantors’ obligations with respect to
the registration of Exchange Securities as contemplated by Section 2(a)
(the “Exchange
Registration”), if applicable, the Company and the Guarantors
shall:


    
      
         


      

      
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    (i)    
 prepare and file with the Commission, no later than 45 days after the
fifth Business Day following the one year anniversary of the Closing Date, an
Exchange Registration Statement on any form which may be utilized by the Company
and the Guarantors and which shall permit the Exchange Offer and resales of
Exchange Securities by broker-dealers during the Resale Period to be effected as
contemplated by Section 2(a), and use all commercially reasonable efforts
to cause such Exchange Registration Statement to become effective no later than
45 days after the Effective Time of such Exchange Registration
Statement;

     

    (ii)   
 as soon as practicable prepare and file with the Commission such
amendments and supplements to such Exchange Registration Statement and the
prospectus included therein as may be necessary to effect and maintain the
effectiveness of such Exchange Registration Statement for the periods and
purposes contemplated in Section 2(a) and as may be required by the
applicable rules and regulations of the Commission and the instructions
applicable to the form of such Exchange Registration Statement, and promptly
provide each broker-dealer holding Exchange Securities with such number of
copies of the prospectus included therein (as then amended or supplemented), in
conformity in all material respects with the requirements of the Securities Act
and the Trust Indenture Act, as such broker-dealer reasonably may request prior
to the expiration of the Resale Period, for use in connection with resales of
Exchange Securities;

     

    (iii)   
promptly notify each broker-dealer that has requested or received copies of the
prospectus included in such Exchange Registration Statement, and confirm such
advice in writing, (A) when such Exchange Registration Statement or the
prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such Exchange
Registration Statement or any post-effective amendment, when the same has become
effective, (B) of any comments by the Commission and by the blue sky or
securities commissioner or regulator of any state with respect thereto or any
request by the Commission for amendments or supplements to such Exchange
Registration Statement or prospectus or for additional information, (C) of
the issuance by the Commission of any stop order suspending the effectiveness of
such Exchange Registration Statement or the initiation or threatening of any
proceedings for that purpose, (D) if at any time the representations and
warranties of the Company contemplated by Section 5 cease to be true and
correct in all material respects, (E) of the receipt by the Company of any
notification with respect to the suspension of the qualification of the Exchange
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose, (F) the occurrence of any event that causes
the Company to become an “ineligible issuer” as defined in Rule 405, or
(G) if at any time during the Resale Period when a prospectus is required
to be delivered under the Securities Act, that such Exchange Registration
Statement, prospectus, prospectus amendment or supplement or post-effective
amendment does not conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act or contains an
untrue statement of a material fact or omits to state any material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing;


    
      
         


      

      
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    (iv)   
in the event that the Company and the Guarantors would be required, pursuant to
Section 3(c)(iii)(G), to notify any broker-dealers holding Exchange
Securities (except as otherwise permitted during any Suspension Period),
promptly prepare and furnish to each such holder a reasonable number of copies
of a prospectus supplemented or amended so that, as thereafter delivered to
purchasers of such Exchange Securities during the Resale Period, such prospectus
shall conform in all material respects to the applicable requirements of the
Securities Act and the Trust Indenture Act and shall not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing;

     

    (v)  
  use all commercially reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of such Exchange Registration Statement or
any post-effective amendment thereto at the earliest practicable
date;

     

    (vi)   
use all commercially reasonable efforts to (A) register or qualify the
Exchange Securities under the securities laws or blue sky laws of such
jurisdictions as are contemplated by Section 2(a) no later than the
commencement of the Exchange Offer, to the extent required by such laws,
(B) keep such registrations or qualifications in effect and comply with
such laws so as to permit the continuance of offers, sales and dealings therein
in such jurisdictions until the expiration of the Resale Period, (C) take
any and all other actions as may be reasonably necessary or advisable to enable
each broker-dealer holding Exchange Securities to consummate the disposition
thereof in such jurisdictions and (D) obtain the consent or approval of
each governmental agency or authority, whether federal, state or local, which
may be required to effect the Exchange Registration, the Exchange Offer and the
offering and sale of Exchange Securities by broker-dealers during the Resale
Period; provided,
however, that neither the Company nor the Guarantors shall be required
for any such purpose to (1) qualify as a foreign corporation in any
jurisdiction wherein it would not otherwise be required to qualify but for the
requirements of this Section 3(c)(vi), (2) consent to general service
of process in any such jurisdiction or become subject to taxation in any such
jurisdiction or (3) make any changes to its certificate of incorporation or
by-laws or other governing documents or any agreement between it and its
stockholders;

     

    (vii)  
obtain a CUSIP number for all Exchange Securities, not later than the applicable
Effective Time; and

     

    (viii)  comply
with all applicable rules and regulations of the Commission, and make generally
available to its securityholders no later than eighteen months after the
Effective Time of such Exchange Registration Statement, an “earning statement”
of the Company and its subsidiaries complying with Section 11(a) of the
Securities Act (including, at the option of the Company, Rule 158
thereunder); provided,
however, that this
requirement shall be deemed to be satisfied by the Company’s compliance with
Section 3.16 of the Indenture.

     

    (d)   
In connection with the Company’s and the Guarantor’s obligations with respect to
the Shelf Registration, if applicable, the Company and the Guarantor
shall:


    
      
         


      

      
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    (i)     
prepare and file with the Commission, within the time periods specified in
Section 2(b), a Shelf Registration Statement on any form which may be
utilized by the Company and which shall register all of the Registrable
Securities for resale by the holders thereof in accordance with such method or
methods of disposition as may be specified by the holders of Registrable
Securities as, from time to time, may be Electing Holders and use all
commercially reasonable efforts to cause such Shelf Registration Statement to
become effective within the time periods specified in Section 2(b); 

     

    (ii)     
mail the Notice and Questionnaire to the holders of Registrable
Securities  not less than 30 days prior to the anticipated Effective
Time of the Shelf Registration Statement, and no holder shall be entitled to be
named as a selling securityholder in the Shelf Registration Statement, and no
holder shall be entitled to use the prospectus forming a part thereof for
resales of Registrable Securities at any time, unless and until such holder has
returned a completed and signed Notice and Questionnaire to the
Company;

     

    (iii)   
after the Effective Time of the Shelf Registration Statement, upon the request
of any holder of Registrable Securities that is not then an Electing Holder,
promptly send a Notice and Questionnaire to such holder; provided that the Company
shall not be required to (A) take any action to name such holder as a selling
securityholder in the Shelf Registration Statement or to enable such holder to
use the prospectus forming a part thereof for resales of Registrable Securities
until such holder has returned a completed and signed Notice and Questionnaire
to the Company and (B) nothing in this clause (iii) shall require the Company or
the Guarantors to file a post-effective amendment to the Shelf Registration
Statement more than once in any 30-day period;

     

    (iv)   
as soon as practicable prepare and file with the Commission such amendments and
supplements to such Shelf Registration Statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of such
Shelf Registration Statement for the period specified in Section 2(b) and
as may be required by the applicable rules and regulations of the Commission and
the instructions applicable to the form of such Shelf Registration Statement,
and furnish to the Electing Holders copies of any such supplement or amendment
simultaneously with or prior to its being used or filed with the Commission to
the extent such documents are not publicly available on the Commission’s EDGAR
System;

     

    (v)    
comply with the provisions of the Securities Act with respect to the disposition
of all of the Registrable Securities covered by such Shelf Registration
Statement in accordance with the intended methods of disposition by the Electing
Holders provided for in such Shelf Registration Statement;

     

    (vi)   
provide a representative of the Electing Holders and not more than one counsel
for all the Electing Holders the opportunity to participate in the preparation
of such Shelf Registration Statement, each prospectus included therein or filed
with the Commission and each amendment or supplement thereto;


    
      
         


      

      
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    (vii)  
for a reasonable period prior to the filing of such Shelf Registration
Statement, and throughout the period specified in Section 2(b), make
available at reasonable times at the Company’s principal place of business or
such other reasonable place for inspection by the persons referred to in
Section 3(d)(vi) who shall certify to the Company that they have a current
intention to sell the Registrable Securities pursuant to the Shelf Registration
such financial and other information and books and records of the Company, and
cause the officers, employees, counsel and independent certified public
accountants of the Company to respond to such inquiries, as shall be reasonably
necessary (and in the case of counsel, not violate an attorney-client privilege,
in such counsel’s reasonable belief), in the judgment of the respective counsel
referred to in Section 3(d)(vi), to conduct a reasonable investigation
within the meaning of Section 11 of the Securities Act; provided, however, that the
foregoing inspection and information gathering on behalf of the Electing Holders
shall be conducted by one counsel designated by the holders of at least a
majority in aggregate principal amount of the Registrable Securities held by the
Electing Holders at the time outstanding and provided further that each
such party shall be required to maintain in confidence and not to disclose to
any other person any information or records reasonably designated by the Company
as being confidential, until such time as (A) such information becomes a
matter of public record (whether by virtue of its inclusion in such Shelf
Registration Statement or otherwise), or (B) such person shall be required
so to disclose such information pursuant to a subpoena or order of any court or
other governmental agency or body having jurisdiction over the matter (subject
to the requirements of such order, and only after such person shall have given
the Company prompt prior written notice of such requirement), or (C) such
information is required to be set forth in such Shelf Registration Statement or
the prospectus included therein or in an amendment to such Shelf Registration
Statement or an amendment or supplement to such prospectus in order that such
Shelf Registration Statement, prospectus, amendment or supplement, as the case
may be, complies with applicable requirements of the federal securities laws and
the rules and regulations of the Commission and does not contain an untrue
statement of a material fact or omit to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading
in light of the circumstances then existing;

     

    (viii)  promptly
notify each of the Electing Holders and confirm such advice in writing,
(A) when such Shelf Registration Statement or the prospectus included
therein or any prospectus amendment or supplement or post-effective amendment
has been filed, and, with respect to such Shelf Registration Statement or any
post-effective amendment, when the same has become effective, (B) of any
comments by the Commission and by the blue sky or securities commissioner or
regulator of any state with respect thereto or any request by the Commission for
amendments or supplements to such Shelf Registration Statement or prospectus or
for additional information, (C) of the issuance by the Commission of any
stop order suspending the effectiveness of such Shelf Registration Statement or
the initiation or threatening of any proceedings for that purpose, (D) if
at any time the representations and warranties of the Company set forth in
Section 5 cease to be true and correct in all material respects,
(E) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, (F) the occurrence of any event that causes the Company to become
an “ineligible issuer” as defined in Rule 405, or (G) if at any time
when a prospectus is required to be delivered under the Securities Act, that
such Shelf Registration Statement, prospectus, prospectus amendment or
supplement or post-effective amendment does not conform in all material respects
to the applicable requirements of the Securities Act and the Trust Indenture Act
or contains an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then
existing;


    
      
         


      

      
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    (ix)   
use all commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of such Shelf Registration Statement or any
post-effective amendment thereto at the earliest practicable date;

     

    (x)     
if requested by any Electing Holder, promptly incorporate in a prospectus
supplement or post-effective amendment such information as is required by the
applicable rules and regulations of the Commission and as such Electing Holder
specifies should be included therein relating to the terms of the sale of such
Registrable Securities, including information with respect to the principal
amount of Registrable Securities being sold by such Electing Holder, the name
and description of such Electing Holder, the offering price of such Registrable
Securities and any discount, commission or other compensation payable in respect
thereof and with respect to any other terms of the offering of the Registrable
Securities to be sold by such Electing Holder; and make all required filings of
such prospectus supplement or post-effective amendment promptly after
notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment;

     

    (xi)    
furnish to each Electing Holder and the counsel referred to in
Section 3(d)(vi) an executed copy (or a conformed copy) of such Shelf
Registration Statement, each such amendment and supplement thereto (in each case
including all exhibits thereto (in the case of an Electing Holder of Registrable
Securities, upon request) and documents incorporated by reference therein) and
such number of copies of such Shelf Registration Statement (excluding exhibits
thereto and documents incorporated by reference therein unless specifically so
requested by such Electing Holder) and of the prospectus included in such Shelf
Registration Statement (including each preliminary prospectus and any summary
prospectus), in conformity in all material respects with the applicable
requirements of the Securities Act and the Trust Indenture Act to the extent
such documents are not available through the Commission’s EDGAR System, and such
other documents, as such Electing Holder may reasonably request in order to
facilitate the offering and disposition of the Registrable Securities owned by
such Electing Holder and to permit such Electing Holder to satisfy the
prospectus delivery requirements of the Securities Act; and subject to
Section 3(e), the Company hereby consents to the use of such prospectus
(including such preliminary and summary prospectus) and any amendment or
supplement thereto by each such Electing Holder (subject to any applicable
Suspension Period), in each case in the form most recently provided to such
person by the Company, in connection with the offering and sale of the
Registrable Securities covered by the prospectus (including such preliminary and
summary prospectus) or any supplement or amendment thereto;


    
      
         


      

      
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    (xii)   
use all commercially reasonable efforts to (A) register or qualify the
Registrable Securities to be included in such Shelf Registration Statement under
such securities laws or blue sky laws of such jurisdictions as any Electing
Holder shall reasonably request, (B) keep such registrations or
qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions during
the period the Shelf Registration Statement is required to remain effective
under Section 2(b) and for so long as may be necessary to enable any such
Electing Holder to complete its distribution of Registrable Securities pursuant
to such Shelf Registration Statement, (C) take any and all other actions as
may be reasonably necessary or advisable to enable each such Electing Holder to
consummate the disposition in such jurisdictions of such Registrable Securities
and (D) obtain the consent or approval of each governmental agency or
authority, whether federal, state or local, which may be required to effect the
Shelf Registration or the offering or sale in connection therewith or to enable
the selling holder or holders to offer, or to consummate the disposition of,
their Registrable Securities; provided, however, that
neither the Company nor the Guarantors shall be required for any such purpose to
(1) qualify as a foreign corporation in any jurisdiction wherein it would
not otherwise be required to qualify but for the requirements of this
Section 3(d)(xii), (2) consent to general service of process in any
such jurisdiction or become subject to taxation in any such jurisdiction or
(3) make any changes to its certificate of incorporation or by-laws or
other governing documents or any agreement between it and its
stockholders;

     

    (xiii)  
unless any Registrable Securities shall be in book-entry only form, cooperate
with the Electing Holders to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold, which certificates,
if so required by any securities exchange upon which any Registrable Securities
are listed, shall be printed, penned, lithographed, engraved or otherwise
produced by any combination of such methods, on steel engraved borders, and
which certificates shall not bear any restrictive legends;

     

    (xiv)   obtain
a CUSIP number for all Securities that have been registered under the Securities
Act, not later than the applicable Effective Time;

     

    (xv)   
notify in writing each holder of Registrable Securities of any proposal by the
Company to amend or waive any provision of this Agreement pursuant to
Section 9(h) and of any amendment or waiver effected pursuant thereto, each
of which notices shall contain the text of the amendment or waiver proposed or
effected, as the case may be; and

     

    (xvi)   comply
with all applicable rules and regulations of the Commission, and make generally
available to its securityholders no later than eighteen months after the
Effective Time of such Shelf Registration Statement an “earning statement” of
the Company and its subsidiaries complying with Section 11(a) of the
Securities Act (including, at the option of the Company, Rule 158
thereunder); provided,
however, that this
requirement shall be deemed satisfied by the Company’s compliance with Section
3.16 of the Indenture.


    
      
         


      

      
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    (e)   
In the event that the Company would be required, pursuant to
Section 3(d)(viii)(G), to notify the Electing Holders, the Company shall
promptly prepare and furnish to each of the Electing Holders a reasonable number
of copies of a prospectus supplemented or amended so that, as thereafter
delivered to purchasers of Registrable Securities, such prospectus shall conform
in all material respects to the applicable requirements of the Securities Act
and the Trust Indenture Act and shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing.  Each Electing Holder agrees that upon
receipt of any notice from the Company pursuant to Section 3(d)(viii)(G),
such Electing Holder shall forthwith discontinue the disposition of Registrable
Securities pursuant to the Shelf Registration Statement applicable to such
Registrable Securities until such Electing Holder shall have received copies of
such amended or supplemented prospectus, and if so directed by the Company, such
Electing Holder shall deliver to the Company (at the Company’s expense) all
copies, other than permanent file copies, of the prospectus covering such
Registrable Securities in such Electing Holder’s possession at the time of
receipt of such notice.

     

    (f)   
 In the event of a Shelf Registration, in addition to the information
required to be provided by each Electing Holder in its Notice and Questionnaire,
the Company may require such Electing Holder to furnish to the Company such
additional information regarding such Electing Holder and such Electing Holder’s
intended method of distribution of Registrable Securities as may be required in
order to comply with the Securities Act.  Each such Electing Holder
agrees to notify the Company as promptly as practicable of any inaccuracy or
change in information previously furnished by such Electing Holder to the
Company or of the occurrence of any event in either case as a result of which
any prospectus relating to such Shelf Registration contains or would contain an
untrue statement of a material fact regarding such Electing Holder or such
Electing Holder’s intended method of disposition of such Registrable Securities
or omits to state any material fact regarding such Electing Holder or such
Electing Holder’s intended method of disposition of such Registrable Securities
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing, and promptly to furnish
to the Company any additional information required to correct and update any
previously furnished information or required so that such prospectus shall not
contain, with respect to such Electing Holder or the disposition of such
Registrable Securities, an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then
existing.

     

    (g)   
Until the Securities have become Freely Transferable, the Company will not, and
will not permit any of its “affiliates” (as defined in Rule 144) to, resell
any of the Securities that have been reacquired by any of them except pursuant
to an effective registration statement, or a valid exemption from the
registration requirements, under the Securities Act.

     

    (h)   
As a condition to its participation in the Exchange Offer, each holder of
Registrable Securities shall furnish, upon the request of the Company, a written
representation to the Company (which may be contained in the letter of
transmittal or “agent’s message” transmitted via The Depository Trust Company’s
Automated Tender Offer Procedures, in either case contemplated by the Exchange
Registration Statement) to the effect that (A) it is not an “affiliate” of
the Company, as defined in Rule 405 of the Securities Act, or if it is such
an “affiliate”, it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (B) it is not
engaged in and does not intend to engage in, and has no arrangement or
understanding with any person to participate in, a distribution of the Exchange
Securities to be issued in the Exchange Offer, (C) it is acquiring the
Exchange Securities in its ordinary course of business, (D) if it is a
broker-dealer that holds Securities that were acquired for its own account as a
result of market-making activities or other trading activities (other than
Securities acquired directly from the Company or any of its affiliates), it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resales of the Exchange Securities received by it in the
Exchange Offer, (E) if it is a broker-dealer, that it did not purchase the
Securities to be exchanged in the Exchange Offer from the Company or any of its
affiliates, and (F) it is not acting on behalf of any person who could not
truthfully and completely make the representations contained in the foregoing
subclauses (A) through (E).


    
      
         


      

      
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     Notwithstanding
anything in this Section 3 to the contrary, the requirements to file and
consummate an Exchange Offer and/or file a Shelf Registration Statement shall
terminate at such time as all the Registrable Securities are Freely
Transferable.

     

    4.     
Registration
Expenses.

     

     The
Company agrees to bear and to pay or cause to be paid promptly all expenses
incident to the Company’s performance of or compliance with this Agreement,
including (a) all Commission and any FINRA registration, filing and review
fees and expenses including reasonable fees and disbursements of counsel for the
Eligible Holders in connection with such registration, filing and review,
(b) all fees and expenses in connection with the qualification of the
Registrable Securities and the Exchange Securities, as applicable, for offering
and sale under the State securities and blue sky laws referred to in
Section 3(d)(xii) and determination of their eligibility for investment
under the laws of such jurisdictions as the Electing Holders may designate,
including any reasonable fees and disbursements of counsel for the Electing
Holders  in connection with such qualification and determination,
(c) all expenses relating to the preparation, printing, production,
distribution and reproduction of each registration statement required to be
filed hereunder, each prospectus included therein or prepared for distribution
pursuant hereto, each amendment or supplement to the foregoing, the expenses of
preparing the Securities or Exchange Securities, as applicable, for delivery and
the expenses of printing or producing any selling agreements and blue sky or
legal investment memoranda and all other documents in connection with the
offering, sale or delivery of Securities or Exchange Securities, as applicable,
to be disposed of (including certificates representing the Securities or
Exchange Securities, as applicable), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities or Exchange
Securities, as applicable, and the preparation of documents referred in clause
(c) above, (e) fees and expenses of the Trustee under the Indenture, any
agent of the Trustee and any counsel for the Trustee and of any collateral agent
or custodian, (f) internal expenses (including all salaries and expenses of
the Company’s officers and employees performing legal or accounting duties),
(g) reasonable fees, disbursements and expenses of counsel and independent
certified public accountants of the Company, (h) reasonable fees,
disbursements and expenses of one counsel for the Electing Holders retained in
connection with a Shelf Registration, as selected by the Electing Holders of at
least a majority in aggregate principal amount of the Registrable Securities
held by Electing Holders (which counsel shall be reasonably satisfactory to the
Company) (i) any fees charged by securities rating services for rating the
Registrable Securities or the Exchange Securities, as applicable, and
(j) fees, expenses and disbursements of any other persons, including
special experts, retained by the Company in connection with such registration
(collectively, the “Registration
Expenses”).  To the extent that any Registration Expenses are
incurred, assumed or paid by any holder of Registrable Securities, Securities or
Exchange Securities, as applicable, the Company shall
reimburse such person for the full amount of the Registration Expenses so
incurred, assumed or paid promptly after receipt of a request
therefor.  Notwithstanding the foregoing, the holders of the
Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions, if any, and transfer
taxes, if any, attributable to the sale of such Registrable Securities and
Exchange Securities, as applicable, and the fees and disbursements of any
counsel or other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to
above.


    
      
         


      

      
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    5.     
Representations and
Warranties.

     

     The
Company and each of the Guarantors, jointly and severally, represents and
warrants to, and agrees with, each Purchaser and each of the holders from time
to time of Registrable Securities that:

     

    (a)   
Each registration statement covering Registrable Securities, Securities or
Exchange Securities, as applicable, and each prospectus (including any
preliminary or summary prospectus) contained therein or furnished pursuant to
Section 3(c) or Section 3(d) and any further amendments or supplements
to any such registration statement or prospectus, when it becomes effective or
is filed with the Commission, as the case may be, will conform in all material
respects to the requirements of the Securities Act and the Trust Indenture Act
and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and at all times subsequent to the Effective Time when a
prospectus would be required to be delivered under the Securities Act, other
than (A) from (i) such time as a notice has been given to holders of
Registrable Securities pursuant to Section 3(c)(iii)(G) or
Section 3(d)(viii)(G) until (ii) such time as the Company furnishes an
amended or supplemented prospectus pursuant to Section 3(c)(iv) or
Section 3(e) or (B) during any applicable Suspension Period, each such
registration statement, and each prospectus (including any summary prospectus)
contained therein or furnished pursuant to Section 3(c) or
Section 3(d), as then amended or supplemented, will conform in all material
respects to the requirements of the Securities Act and the Trust Indenture Act
and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a holder of Registrable Securities   expressly for use
therein.

     

    (b)   
Any documents incorporated by reference in any prospectus referred to in
Section 5(a), when they become or became effective or are or were filed
with the Commission, as the case may be, will conform or conformed in all
material respects to the requirements of the Securities Act or the Exchange Act,
as applicable, and none of such documents will contain or contained an untrue
statement of a material fact or will omit or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing; provided, however, that this
representation and warranty shall not apply to any statements or omissions made
in reliance upon and in conformity with information furnished in writing to the
Company by a holder of Registrable Securities expressly for use
therein.


    
      
         


      

      
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    (c)   
The compliance by the Company with all of the provisions of this Agreement and
the consummation of the transactions herein contemplated will not
(i) conflict with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or
any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the Company
or any of its subsidiaries is subject, (ii) result in any violation of the
provisions of the certificate of incorporation, as amended, or the by-laws or
other governing documents, as applicable, of the Company or the Guarantors or
(iii)  result in any violation of any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company or any of its subsidiaries or any of their respective properties,
except in the case of (i) and (iii) above, for any default, breach, violation or
conflict which would not reasonably be expected to have a material adverse
effect on the current or future condition (financial or otherwise), business or
results of operations of the Company and its subsidiaries, taken as a whole
(“Material Adverse
Effect”); and no consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the consummation by the Company and the Guarantors of the
transactions contemplated by this Agreement, except (w) the registration
under the Securities Act of the Registrable Securities and the Exchange
Securities, as applicable, and qualification of the Indenture under the Trust
Indenture Act, (x) such consents, approvals, authorizations, registrations
or qualifications as may be required under state securities or blue sky laws in
connection with the offering and distribution of the Registrable Securities and
the Exchange Securities, as applicable and (y) such consents, approvals,
authorizations, registrations or qualifications that have been obtained and are
in full force and effect as of the date hereof.

     

    (d)   
This Agreement has been duly authorized, executed and delivered by the Company
and by the Guarantors.

     

    6.     
Indemnification and
Contribution.

     

    (a)   
Indemnification by the Company
and the Guarantors.  The Company and the Guarantors, jointly
and severally, will indemnify and hold harmless each of the holders of
Registrable Securities included in an Exchange Registration Statement and each
of the Electing Holders as holders of Registrable Securities included in a Shelf
Registration Statement against any losses, claims, damages or liabilities, joint
or several, to which such holder or such Electing Holder may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Exchange Registration Statement or any Shelf Registration Statement, as the case
may be, under which such Registrable Securities or Exchange Securities were
registered under the Securities Act, or any preliminary, final or summary
prospectus (including, without limitation, any “issuer free writing prospectus”
as defined in Rule 433) contained therein or furnished by the Company to
any such holder or any such Electing Holder, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse each such holder and
each such Electing Holder for any and all legal or other expenses reasonably
incurred by them in connection with investigating or defending any such action
or claim as such expenses are incurred; provided, however, that
neither the Company nor the Guarantors shall be liable to any such person in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, or
preliminary, final or summary prospectus (including, without limitation, any
“issuer free writing prospectus” as defined in Rule 433), or amendment or
supplement thereto, in reliance upon and in conformity with written information
furnished to the Company by such person expressly for use
therein.


    
      
         


      

      
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    (b)   
Indemnification by the
Electing Holders.  The Company may require, as a condition to
including any Registrable Securities in any Shelf Registration Statement filed
pursuant to Section 2(b), that the Company shall have received an undertaking
reasonably satisfactory to it from each Electing Holder of Registrable
Securities included in such Shelf Registration Statement, severally and not
jointly, to (i) indemnify and hold harmless the Company, the Guarantors and
all other Electing Holders of Registrable Securities included in such Shelf
Registration Statement, against any losses, claims, damages or liabilities to
which the Company, the Guarantors or such other Electing Holders may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in such registration statement, or any preliminary, final or summary
prospectus (including, without limitation, any “issuer free writing prospectus”
as defined in Rule 433) contained therein or furnished by the Company to
any Electing Holder, or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company by such Electing Holder expressly for use therein, and
(ii) reimburse the Company and the Guarantors for any legal or other
expenses reasonably incurred by the Company and the Guarantors in connection
with investigating or defending any such action or claim as such expenses are
incurred; provided,
however, that no such Electing Holder shall be required to undertake
liability to any person under this Section 6(b) for any amounts in excess
of the dollar amount of the proceeds to be received by such Electing Holder from
the sale of such Electing Holder’s Registrable Securities pursuant to such
registration.

     

    (c)   
Notices of Claims,
Etc.  Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in
writing of the commencement of such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or Section 6(b).  In case any
such action shall be brought against any indemnified party and it shall notify
an indemnifying party of the commencement thereof, such indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party
(who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, such
indemnifying party shall not be liable to such indemnified party for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation.  No indemnifying party shall,
without the prior written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability arising out of
such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act by or on behalf of any
indemnified party.


    
      
         


      

      
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    (d)  
Contribution.  If
for any reason the indemnification provisions contemplated by Section 6(a)
or Section 6(b) are unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and the indemnified party in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations.  The relative fault of such indemnifying
party and indemnified party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or by such indemnified party, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.  The parties hereto
agree that it would not be just and equitable if contributions pursuant to this
Section 6(d) were determined by pro rata allocation (even if the holders
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d).  The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, or liabilities (or
actions in respect thereof) referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim.  Notwithstanding the provisions of this Section 6(d), no
Electing Holder shall be required to contribute any amount in excess of the
amount by which the dollar amount of the proceeds received by such holder from
the sale of any Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) exceeds the amount of any damages which such
holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.  No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.  The holders’ obligations
in this Section 6(d) to contribute shall be several in proportion to the
principal amount of Registrable Securities registered by them and not
joint.

     

    (e)   
The obligations of the Company and the Guarantors under this Section 6
shall be in addition to any liability which the Company or the Guarantors may
otherwise have and shall extend, upon the same terms and conditions, to each
officer, director and partner of each holder, each Electing Holder, and each
person, if any, who controls any of the foregoing within the meaning of the
Securities Act; and the obligations of the holders and the Electing Holders
contemplated by this Section 6 shall be in addition to any liability which
the respective holder or Electing Holder may otherwise have and shall extend,
upon the same terms and conditions, to each officer and director of the Company
or the Guarantors (including any person who, with his consent, is named in any
registration statement as about to become a director of the Company or a
Guarantor) and to each person, if any, who controls the Company within the
meaning of the Securities Act, as well as to each officer and director of the
other holders and to each person, if any, who controls such other holders within
the meaning of the Securities Act.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    7.     
Underwritten
Offerings.

     

    Each
holder of Registrable Securities hereby agrees with the Company and each other
such holder that no holder of Registrable Securities may participate in any
underwritten offering hereunder unless (a) the Company gives its prior
written consent to such underwritten offering, (b) the managing underwriter
or underwriters thereof shall be designated by Electing Holders holding at least
a majority in aggregate principal amount of the Registrable Securities to be
included in such offering, provided that such designated
managing underwriter or underwriters is or are reasonably acceptable to the
Company, (c) each holder of Registrable Securities participating in such
underwritten offering agrees to sell such holder’s Registrable Securities on the
basis provided in any underwriting arrangements approved by the persons entitled
selecting the managing underwriter or underwriters hereunder and (d) each
holder of Registrable Securities participating in such underwritten offering
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents reasonably required under the terms
of such underwriting arrangements.  The Company hereby agrees with
each holder of Registrable Securities that, to the extent it consents to an
underwritten offering hereunder, it will negotiate in good faith and execute all
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements, including all commercially
reasonable efforts to procure customary legal opinions and auditor “comfort”
letters.

     

    8.     
Rule 144.

     

    (a)   
Facilitation of Sales Pursuant
to Rule 144. The Company covenants to the holders of Registrable
Securities that to the extent it shall be required to do so under the Exchange
Act, the Company shall timely file the reports required to be filed by it under
the Exchange Act or the Securities Act (including the reports under
Sections 13 and 15(d) of the Exchange Act referred to in subparagraph
(c)(1) of Rule 144), and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144.  Upon the request of any holder of
Registrable Securities in connection with that holder’s sale pursuant to
Rule 144, the Company shall deliver to such holder a written statement as
to whether it has complied with such requirements.

     

    (b)   
Availability of Rule 144 Not
Excuse for Obligations under Section 2.  The fact that holders
of Registrable Securities may become eligible to sell such Registrable
Securities pursuant to Rule 144 without such Securities having become Freely
Transferable shall not (1) cause such Securities to cease to be Registrable
Securities or (2) excuse the Company’s and the Guarantors’ obligations set forth
in Section 2 of this Agreement, including without limitation the obligations in
respect of an Exchange Offer, Shelf Registration and Special
Interest.

     

    9.     
Miscellaneous.

     

    (a)   
No Inconsistent Agreements.
The Company represents, warrants, covenants and agrees that it has not
granted, and shall not grant, registration rights with respect to Registrable
Securities, Exchange Securities or Securities, as applicable, or any other
securities which would be inconsistent with the terms contained in this
Agreement.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    (b)   
Specific
Performance.  The parties hereto acknowledge that there would
be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchasers and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure, and
accordingly agree that the Purchasers and such holders, in addition to any other
remedy to which they may be entitled at law or in equity, shall be entitled to
compel specific performance of the obligations of the Company under this
Agreement in accordance with the terms and conditions of this Agreement, in any
court of the United States or any State thereof having
jurisdiction.  Time shall be of the essence in this
Agreement.

     

    (c)   
Notices. All notices,
requests, claims, demands, waivers and other communications hereunder shall be
in writing and shall be deemed to have been duly given when delivered by hand,
if delivered personally, by facsimile or by courier, or three days after being
deposited in the mail (registered or certified mail, postage prepaid, return
receipt requested) as follows: If to the Company, to it at 950 Third Avenue,
5th
Floor, New York, New York, 10022, Attention: General Counsel, and if to a
holder, to the address of such holder set forth in the security register or
other records of the Company, or to such other address as the Company or any
such holder may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon
receipt.

     

    (d)   
Parties in
Interest.  All the terms and provisions of this Agreement shall
be binding upon, shall inure to the benefit of and shall be enforceable by the
parties hereto, the holders from time to time of the Registrable Securities and
the respective successors and assigns of the foregoing.  In the event
that any transferee of any holder of Registrable Securities shall acquire
Registrable Securities, in any manner, whether by gift, bequest, purchase,
operation of law or otherwise, such transferee shall, without any further
writing or action of any kind, be deemed a beneficiary hereof for all purposes
and such Registrable Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Registrable Securities such
transferee shall be entitled to receive the benefits of, and be conclusively
deemed to have agreed to be bound by all of the applicable terms and provisions
of this Agreement.  If the Company shall so request, any such
successor, assign or transferee shall agree in writing to acquire and hold the
Registrable Securities subject to all of the applicable terms
hereof.

     

    (e)   
Survival.  The
respective indemnities, agreements, representations, warranties and each other
provision set forth in this Agreement or made pursuant hereto shall remain in
full force and effect regardless of any investigation (or statement as to the
results thereof) made by or on behalf of any holder of Registrable Securities,
any director, officer or partner of such holder, or any controlling person of
any of the foregoing, and shall survive delivery of and payment for the
Registrable Securities pursuant to the Purchase Agreement, the transfer and
registration of Registrable Securities by such holder and the consummation of an
Exchange Offer.

     

    (f)    
Governing
Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.

     

    (g)   
Headings.  The
descriptive headings of the several Sections and paragraphs of this Agreement
are inserted for convenience only, do not constitute a part of this Agreement
and shall not affect in any way the meaning or interpretation of this
Agreement.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    (h)   
Entire Agreement;
Amendments.  This Agreement and the other writings referred to
herein (including the Indenture and the form of Securities) or delivered
pursuant hereto which form a part hereof contain the entire understanding of the
parties with respect to its subject matter.  This Agreement supersedes
all prior agreements and understandings between the parties with respect to its
subject matter.  This Agreement may be amended and the observance of
any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively) only by a written instrument
duly executed by the Company and the holders of at least a majority in aggregate
principal amount of the Registrable Securities at the time
outstanding.  Each holder of any Registrable Securities at the time or
thereafter outstanding shall be bound by any amendment or waiver effected
pursuant to this Section 9(h), whether or not any notice, writing or
marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.

     

    (i)    
Inspection.  For so
long as this Agreement shall be in effect, this Agreement and a complete list of
the names and addresses of all the record holders of Registrable Securities
shall be made available for inspection and copying on any Business Day by any
holder of Registrable Securities for proper purposes only (which shall include
any purpose related to the rights of the holders of Registrable Securities under
the Securities, the Indenture and this Agreement) at the offices of the Company
at the address thereof set forth in Section 9(c) and at the office of the
Trustee under the Indenture.

     

    (j)    
Counterparts.  This
Agreement may be executed by the parties in counterparts, each of which shall be
deemed to be an original, but all such respective counterparts shall together
constitute one and the same instrument.

     

    (k)   
Severability.  If
any provision of this Agreement, or the application thereof in any circumstance,
is held to be invalid, illegal or unenforceable in any respect for any reason,
the validity, legality and enforceability of such provision in every other
respect and of the remaining provisions contained in this Agreement shall not be
affected or impaired thereby.

     

    (l)    
Agent
for Service; Submission to Jurisdiction. To the fullest extent permitted by
applicable law, the Company and each of the Guarantors (i) agrees that any legal suit, action or
proceeding against the Company or any Guarantor brought by any Electing Holder
or by any person who controls any Electing Holder arising out of or based upon
this Agreement or the transactions contemplated thereby may be instituted exclusively in the U.S.
District Court for the Southern District of New York, or if that court does not
have subject matter jurisdiction, any New York state court located in the
Borough of Manhattan in the City of New York (a “New York
Court”), (ii) waives, to the fullest extent it
may effectively do so, any objection that it may now or hereafter have to the
laying of venue of any such proceeding and (iii) submits to the non-exclusive
jurisdiction of such courts in any such suit, action or proceeding.  The Company and each
of the Guarantors has appointed the Company’s New York office, currently located
at 950 Third Avenue, 5th Floor, New York, NY 10022, as its
authorized agent (the “Authorized
Agent”) upon whom process may be served in
any such action arising
out of or based on this Agreement or the transactions contemplated hereby which
may be instituted in any New York Court by any Electing Holder or any person who
controls any Electing Holder, expressly consents to the jurisdiction of any such
court in respect of any such action,
and waives any other requirements of or objections to personal jurisdiction with
respect thereto.  Such appointment shall not be revoked without your
prior written consent.  The Company and each of the Guarantors
represents and warrants that its Authorized
Agent has agreed to act as such an agent for service of process and agrees to
take any and all action, including the filing of any and all documents and
instruments, as may be necessary to continue such appointment in full force and effect as
aforesaid.  Service of process upon the Authorized Agent and written
notice of such service to the Company shall be deemed, in every respect,
effective service of process upon the Company and such
Guarantors.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    If
the foregoing is in accordance with your understanding, please sign and return
to us four counterparts hereof, and upon the acceptance hereof by you, on behalf
of each of the Purchasers, this letter and such acceptance hereof shall
constitute a binding agreement between each of the Purchasers, the Guarantors
and the Company.  It is understood that your acceptance of this letter
on behalf of each of the Purchasers is pursuant to the authority set forth in a
form of Agreement among Purchasers, the form of which shall be submitted to the
Company for examination upon request, but without warranty on your part as to
the authority of the signers thereof.

     

    
      
        
          	
                  Very
      truly yours,

                
	 
      
	
                  MDC
      Partners Inc.

                
	 
      
	
                  By:    

                	
                  / s / Michael Sabatino

                
	 
      	
                  Name:
      Michael Sabatino

                
	 
      	
                  Title:  
      Authorized Signatory

                
	 
      	
                   
      

                


        

      

    

     

    Guarantors:

     

    
      
        
          
            
              
                
                  	
                          Accent
      Marketing Services, LLC

                        	 	
                          Ashton
      Potter Canada Inc.

                        
	 
      	 
      	 	 
      	 
      
	
                          By:

                        	
                          / s / Michael Sabatino

                        	 	
                          By:

                        	
                          / s / Michael Sabatino

                        
	 
      	
                          Name:
      Michael Sabatino

                        	 	 
      	
                          Name:
      Michael Sabatino

                        
	 
      	
                          Title:  
      Authorized Signatory

                        	 	 
      	
                          Title:  
      Authorized Signatory

                        
	 
      	
                           
      

                        	 	 
      	
                           
      

                        
	 
      	 
      	 	 
      	 
      
	
                          Computer
      Composition of Canada Inc.

                        	 	
                          CPB
      Acquisition Inc.

                        
	 
      	 
      	 	 
      	 
      
	
                          By:

                        	
                          / s / Michael Sabatino

                        	 	
                          By:

                        	
                          / s / Michael Sabatino

                        
	 
      	
                          Name:
      Michael Sabatino

                        	 	 
      	
                          Name:
      Michael Sabatino

                        
	 
      	
                          Title:  
      Authorized Signatory

                        	 	 
      	
                                
                            Title:  
      Authorized Signatory

                          

                        
	 
      	
                           
      

                        	 	 
      	
                            

                        
	 
      	 
      	 	 
      	 
      
	
                          Crispin
      Porter & Bogusky LLC

                        	 	
                          Dotglu
      LLC

                        
	 
      	 
      	 	 
      	 
      
	
                          By:

                        	
                          / s / Michael Sabatino

                        	 	
                          By:

                        	
                          / s / Michael Sabatino

                        
	 
      	
                          Name:
      Michael Sabatino

                        	 	 
      	
                          Name:
      Michael Sabatino

                        
	 
      	
                          Title:  
      Authorized Signatory

                        	 	 
      	
                                
                            Title:  
      Authorized Signatory

                          

                        
	 
      	
                           
      

                        	 	 
      	
                           

                        
	 
      	 
      	 	 
      	 
      
	
                          Hello
      Acquisition Inc.

                        	 	
                          KBP
      Holdings LLC

                        
	 
      	 
      	 	 
      	 
      
	
                          By:

                        	
                          / s / Michael Sabatino

                        	 	
                          By:

                        	
                          / s / Michael Sabatino

                        
	 
      	
                          Name:
      Michael Sabatino

                        	 	 
      	
                          Name:
      Michael Sabatino

                        
	 
      	
                                
                            Title:  
      Authorized Signatory

                          

                        	 	 
      	
                                
                            Title:  
      Authorized Signatory

                          

                        
	 
      	
                           
      

                        	 	 
      	
                           
      

                        


                

              

            

          

        

      

    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Kirshenbaum
      Bond & Partners LLC

                            	 	
                              Maxxcom
      (USA) Holdings Inc.

                            
	 
      	 
      	 	 
      	 
      
	
                              By:

                            	
                              / s / Michael Sabatino

                            	 	
                              By:

                            	
                              / s / Michael Sabatino

                            
	 
      	
                              Name:
      Michael Sabatino

                            	 	 
      	
                              Name:
      Michael Sabatino

                            
	 
      	
                                    
                                Title:  
      Authorized Signatory

                              

                            	 	 
      	
                                    
                                Title:  
      Authorized Signatory

                              

                            
	 
      	
                               

                            	 	 
      	
                               

                            
	 
      	 
      	 	 
      	 
      
	
                              Maxxcom
      Inc. (ON)

                            	 	
                              Maxxcom
      Inc. (US)

                            
	 
      	 
      	 	 
      	 
      
	
                              By:

                            	
                              / s / Michael Sabatino

                            	 	
                              By:

                            	
                              / s / Michael Sabatino

                            
	 
      	
                              Name:
      Michael Sabatino

                            	 	 
      	
                              Name:
      Michael Sabatino

                            
	 
      	
                                    
                                Title:  
      Authorized Signatory

                              

                            	 	 
      	
                                    
                                Title:  
      Authorized Signatory

                              

                            
	 
      	
                               

                            	 	 
      	
                               

                            
	 
      	 
      	 	 
      	 
      
	
                              MDC
      Acquisition Inc.

                            	 	
                              MDC
      Corporate (US) Inc.

                            
	 
      	 
      	 	 
      	 
      
	
                              By:

                            	
                              / s / Michael Sabatino

                            	 	
                              By:

                            	
                              / s / Michael Sabatino

                            
	 
      	
                              Name:
      Michael Sabatino

                            	 	 
      	
                              Name:
      Michael Sabatino

                            
	 
      	
                                    
                                Title:  
      Authorized Signatory

                              

                            	 	 
      	
                                    
                                Title:  
      Authorized Signatory

                              

                            
	 
      	
                               
      

                            	 	 
      	
                                

                            
	 
      	 
      	 	 
      	 
      
	
                              MDC/KBP
      Acquisition Inc.

                            	 	
                              TargetCom
      LLC

                            
	 
      	 
      	 	 
      	 
      
	
                              By:

                            	
                              / s / Michael Sabatino

                            	 	
                              By:

                            	
                              / s / Michael Sabatino

                            
	 
      	
                              Name:
      Michael Sabatino

                            	 	 
      	
                              Name:
      Michael Sabatino

                            
	 
      	
                                    
                                Title:  
      Authorized Signatory

                              

                            	 	 
      	
                                    
                                Title:  
      Authorized Signatory

                              

                            
	 
      	
                               

                            	 	 
      	
                               
      

                            
	 
      	 
      	 	 
      	 
      
	
                              TC
      Acquisition Inc.

                            	 	
                              Yamamoto
      Moss Mackenzie, Inc.

                            
	 
      	 
      	 	 
      	 
      
	
                              By:

                            	
                              / s / Michael Sabatino

                            	 	
                              By:

                            	
                              / s / Michael Sabatino

                            
	 
      	
                              Name:
      Michael Sabatino

                            	 	 
      	
                              Name:
      Michael Sabatino

                            
	 
      	
                                    
                                Title:  
      Authorized Signatory

                              

                            	 	 
      	
                                    
                                Title:  
      Authorized Signatory

                              

                            
	 
      	
                               

                            	 	 
      	
                               

                            
	 
      	 
      	 	 
      	 
      
	
                              ZG
      Acquisition Inc.

                            	 	 
      	 
      
	 
      	 
      	 	 
      	 
      
	
                              By:

                            	
                              / s / Michael Sabatino

                            	 	 
      	 
      
	 
      	
                              Name:
      Michael Sabatino

                            	 	 
      	 
      
	 
      	
                                    
                                Title:  
      Authorized Signatory

                              

                            	 	 
      	 
      
	 
      	
                               
      

                            	 	 
      	 
      


                    

                  

                

              

            

          

        

      

    

    


    Accepted
as of the date hereof:


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

    


    Accepted
as of the date hereof:

    


    
      
        
          	
                  Goldman,
      Sachs & Co.

                
	 
      
	
                  By:

                	
                  / s / Goldman, Sachs &
    Co.

                
	 
      	
                  (Goldman,
      Sachs & Co.)

                
	 
      	 
      
	 
      	
                  On
      behalf of each of the
Purchasers

                


        

      

    


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

    


    Exhibit
A

     

    MDC
Partners Inc.

     

    INSTRUCTION TO DTC
PARTICIPANTS

     

    (Date
of Mailing)

     

    URGENT
- IMMEDIATE ATTENTION REQUESTED

     

    DEADLINE
FOR RESPONSE:  [DATE] *

     

    The
Depository Trust Company (“DTC”) has identified you as
a DTC Participant through which beneficial interests in MDC Partners Inc. (the
“Company”) 11% Senior
Notes due 2016 (the “Securities”) are
held.

     

    The
Company is in the process of registering the Securities under the Securities Act
of 1933 for resale by the beneficial owners thereof.  In order to have
their Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

     

    It is important that
beneficial owners of the Securities receive a copy of the enclosed materials as
soon as possible as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire
by [Deadline For
Response].  Please forward a copy of the enclosed documents to
each beneficial owner that holds interests in the Securities through
you.  If you require more copies of the enclosed materials or have any
questions pertaining to this matter, please contact MDC Partners Inc., 950 Third
Avenue, 5th Floor,
New York, New York, 10022; Telephone No.: (646) 429-1800.

     

      
        

      

    

    *Not less
than 28 calendar days from date of mailing.

     

    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    MDC
Partners Inc.

     

    Notice of
Registration Statement

    and

    Selling Securityholder
Questionnaire

     

    (Date)

     

    Reference
is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights
Agreement”) between MDC Partners, Inc. (the “Company”), the Guarantors
named therein and the Purchasers named therein.  Pursuant to the
Exchange and Registration Rights Agreement, the Company has filed or will file
with the United States Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-3 (the “Shelf Registration
Statement”) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the “Securities Act”), of the
Company’s 11% Senior Notes due 2016 (the “Securities”).  A
copy of the Exchange and Registration Rights Agreement has been filed as an
exhibit to the Shelf Registration Statement and can be obtained from the
Commission’s website at www.sec.gov.  All
capitalized terms not otherwise defined herein shall have the meanings ascribed
thereto in the Exchange and Registration Rights Agreement.

     

    Each
beneficial owner of Registrable Securities (as defined below) is entitled to
have the Registrable Securities beneficially owned by it included in the Shelf
Registration Statement.  In order to have Registrable Securities
included in the Shelf Registration Statement, this Notice of Registration
Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”)
must be completed, executed and delivered to the Company’s counsel at the
address set forth herein for receipt ON OR BEFORE [Deadline for
Response].  Beneficial owners of Registrable Securities who do
not properly complete, execute and return this Notice and Questionnaire by such
date (i) will not be named as selling securityholders in the Shelf
Registration Statement and (ii) may not use the Prospectus forming a part
thereof for resales of Registrable Securities.

     

    Certain
legal consequences arise from being named as a selling securityholder in the
Shelf Registration Statement and related Prospectus.  Accordingly,
holders and beneficial owners of Registrable Securities are advised to consult
their own securities law counsel regarding the consequences of being named or
not being named as a selling securityholder in the Shelf Registration Statement
and related Prospectus.

     

    The term
“Registrable
Securities” is defined in the Exchange and Registration Rights
Agreement.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


    ELECTION

     

    The
undersigned holder (the “Selling Securityholder”) of
Registrable Securities hereby elects to include in the Shelf Registration
Statement the Registrable Securities beneficially owned by it and listed below
in Item (3).  The undersigned, by signing and returning this
Notice and Questionnaire, agrees to be bound with respect to such Registrable
Securities by the terms and conditions of this Notice and Questionnaire and the
Exchange and Registration Rights Agreement, including, without limitation,
Section 6 of the Exchange and Registration Rights Agreement, as if the
undersigned Selling Securityholder were an original party thereto.  In
addition, the undersigned, by signing and returning this Notice and
Questionnaire, represents and warrants that the representation set forth in
Section 3(h) of the Exchange and Registration Rights Agreement is true and
correct as of the date hereof.

     

    Pursuant
to the Exchange and Registration Rights Agreement, the undersigned has agreed to
indemnify and hold harmless the Company, its officers who sign any Shelf
Registration Statement, and each person, if any, who controls the Company within
the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act of 1934, as amended (the “Exchange Act”), against
certain loses arising out of an untrue statement, or the alleged untrue
statement, of a material fact in the Shelf Registration Statement or the related
prospectus or the omission, or alleged omission, to state a material fact
required to be stated in such Shelf Registration Statement or the related
prospectus, but only to the extent such untrue statement or omission, or alleged
untrue statement or omission, was made in reliance on and in conformity with the
information provided in this Notice and Questionnaire.

     

    Upon any
sale of Registrable Securities pursuant to the Shelf Registration Statement, the
Selling Securityholder will be required to deliver to the Company and Trustee
the Notice of Transfer set forth in Appendix A to the Prospectus and as
Exhibit B to the Exchange and Registration Rights Agreement.

     

    The
Selling Securityholder hereby provides the following information to the Company
and represents and warrants that such information is accurate and
complete:


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    QUESTIONNAIRE

    


    
      (1) 
(a)    Full legal name of Selling
Securityholder:

    

     

      
        

      

    

    
       

      
        	
              	
                (b) 

              	
                Full
      legal name of registered Holder (if not the same as in (a) above) of
      Registrable Securities listed in Item (3)
below:

              


      

    

     

    
      
        

      

         

    

    
      
        	
              	
                (c) 

              	
                Full
      legal name of DTC Participant (if applicable and if not the same as (b)
      above) through which Registrable Securities listed in Item (3) below are
      held:

              


      

    

    
       


        

      

    

    


    
      (2)  
Address for notices to Selling Securityholder:

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                                

                            	
                                

                            
	
                                

                            	
                                

                            
	
                                

                            	
                                

                            
	
                              Telephone:

                            	
                                

                            
	
                              Fax:

                            	
                                

                            
	
                              Contact
      Person:

                            	
                                

                            
	
                              E-mail
      for Contact Person:  

                            	
                                

                            


                    

                  

                

              

            

          

        

      

    

    


    
      (3)  Beneficial
Ownership of Securities:

    

     

    
      Except
as set forth below in this Item (3), the undersigned does not beneficially
own any Securities.

    

     

    
      (a)  
Principal amount of Registrable Securities beneficially
owned:  ____________________________________

    

    CUSIP
No(s). of such Registrable
Securities:  _________________________________________________

     

    
      (b) 
Principal amount of Securities other than Registrable Securities beneficially
owned:

    

    
       


        

      

    

    CUSIP
No(s). of such other
Securities:  _______________________________________________

     

    
      
        
          	
                	
                  (c) 

                	
                  Principal
      amount of Registrable Securities that the undersigned wishes to be
      included in the Shelf Registration Statement: 
      ______________________________ CUSIP
      No(s). of such Registrable Securities to be included in the Shelf
      Registration
      Statement:  ______________________________

                


        

      

    

    


    
      (4)  
Beneficial Ownership of Other Securities of the Company:

    

     

    
      Except
as set forth below in this Item (4), the undersigned Selling Securityholder
is not the beneficial or registered owner of any other securities of the
Company, other than the Securities listed above in
Item (3).

    

     

    
      State any
exceptions here:

    

     

    
      

    

     

    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    

     

    
      

    

     

    
      

    

      


    
      (5)  
Individuals who exercise dispositive powers with respect to the
Securities:

    

     

    
      If the Selling Securityholder is not
an entity that is required to file reports with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act (a “Reporting Company”), then the Selling Securityholder
must disclose the name of the natural person(s) who exercise sole or shared
dispositive powers with respect to the Securities.  Selling
Securityholders should disclose the beneficial holders, not nominee holders or
other such others of record.  In addition, the Commission has provided
guidance that Rule 13d-3 of the Securities Exchange Act of 1934 should be
used by analogy when determining the person or persons sharing voting and/or
dispositive powers with respect to the Securities.

    

     

    
      (a)  
Is the holder a Reporting Company?

    

     

    
      Yes      _______                                                      No         
_______

    

    


    
      If
“No”, please answer Item (5)(b).

    

     

    
      (b)  
List
below the individual or individuals who exercise dispositive powers with respect
to the Securities:

    

    
       


    

    
      
 

      

    

     

    
      
        

      

       

    

    
      Please
note that the names of the persons listed in (b) above will be included in the
Shelf Registration Statement and related Prospectus.

    

     

    
      (6)  
Relationships with the Company:

    

     

    
      Except
as set forth below, neither the Selling Securityholder nor any of its
affiliates, officers, directors or principal equity holders (5% or more) has
held any position or office or has had any other material relationship with the
Company (or its predecessors or affiliates) during the past three
years.

    

     

    
      State any
exceptions here:

    

    
       


        

      

    

    
       


        

      

    

    
       


        

      

    


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    

    


    
      (7)  
Plan of Distribution:

    

     

    
      Except
as set forth below, the undersigned Selling Securityholder intends to distribute
the Registrable Securities listed above in Item (3) only as follows (if at
all):  Such Registrable Securities may be sold from time to time
directly by the undersigned Selling Securityholder.  Such Registrable
Securities may be sold in one or more transactions at fixed prices, at
prevailing market prices at the time of sale, at varying prices determined at
the time of sale, or at negotiated prices.  Such sales may be effected
in transactions (which may involve crosses or block transactions) (i) on any
national securities exchange or quotation service on which the Registered
Securities may be listed or quoted at the time of sale, (ii) in the
over-the-counter market, (iii) in transactions otherwise than on such exchanges
or services or in the over-the-counter market, or (iv) through the writing of
options.  In connection with sales of the Registrable Securities or
otherwise, the Selling Securityholder may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the Registrable
Securities in the course of hedging the positions they assume.  The
Selling Securityholder may also sell Registrable Securities short and deliver
Registrable Securities to close out such short positions, or loan or pledge
Registrable Securities to broker-dealers that in turn may sell such
securities.

    

     

    
      State any
exceptions here:

    

    
       


        

      

    

    
       


        

      

    

    
       


        

      

    

     

    Note:  In
no event may such method(s) of distribution take the form of an underwritten
offering of Registrable Securities without the prior written agreement of the
Company.

    


    
      (8)  
Broker-Dealers:

    

     

    
      The
Commission requires that all Selling Securityholders that are registered
broker-dealers or affiliates of registered broker-dealers be so identified in
the Shelf Registration Statement.  In addition, the Commission
requires that all Selling Securityholders that are registered broker-dealers be
named as underwriters in the Shelf Registration Statement and related
Prospectus, even if they did not receive the Registrable Securities as
compensation for underwriting activities.

    

     

    
      (a)  
State whether the undersigned Selling Securityholder is a registered
broker-dealer:

    

     

    
      Yes      _______                                                      No         
_______

    

     

    
      
        	
              	
                (b) 

              	
                If
      the answer to (a) is “Yes”, you must answer (i) and (ii) below, and (iii)
      below if applicable.  Your
      answers to (i) and (ii) below, and (iii) below if applicable, will be
      included in the Shelf Registration Statement and related
      Prospectus.

              


      

    

     

    
      	
               
      

            	
              (i)

            	
              Were
      the Securities acquired as compensation for underwriting
      activities?

            


    

     

    
      
        Yes      _______                                                      No         
_______

         

      

    

    
      If you
answered “Yes”, please provide a brief description of the transaction(s) in
which the Securities were acquired as compensation:

    

     

    
      
        

        
           


            

          

        

        
           


            

          

        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              Were
      the Securities acquired for investment
purposes?

            


    


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    

     

    
      Yes      _______                                                      No         
_______

    

     

    
      
        	
              	
                (iii)

              	
                If
      you answered “No” to both (i) and (ii), please explain the Selling
      Securityholder’s reason for acquiring the
  Securities:

              


      

    

     

    
      
        
          

          
             


              

            

          

          
             


              

            

          

        

      

    

    


    
      
        	
              	
                (c)

              	
                State
      whether the undersigned Selling Securityholder is an affiliate of a
      registered broker-dealer and, if so, list the name(s) of the broker-dealer
      affiliate(s):

              


      

    

     

    
      
        Yes      _______                                                      No         
_______

      

    

    
       


    

    
      
        

        
           


            

          

        

        
           


            

          

        

      

    

    
       


    

    
      (d)  
If you answered “Yes” to question (c) above:

    

     

    
      
        	
              	
                (i)

              	
                Did
      the undersigned Selling Securityholder purchase Registrable Securities in
      the ordinary course of
business?

              


      

    

     

    
      Yes      _______                                                      No         
_______

    

     

    
      If the
answer is “No” to question (d)(i), provide a brief explanation of the
circumstances in which the Selling Securityholder acquired the Registrable
Securities:

    

    
       


        
          

          
             


              

            

          

          
             


              

            

          

        

      

    

     

    
      
        	
              	
                (ii)

              	
                At
      the time of the purchase of the Registrable Securities, did the
      undersigned Selling Securityholder have any agreements, understandings or
      arrangements, directly or indirectly, with any person to dispose of or
      distribute the Registrable
Securities?

              


      

    

     

    
      
        Yes      _______                                                      No         
_______

         

      

    

    
      If the
answer is “Yes” to question (d)(ii), provide a brief explanation of such
agreements, understandings or arrangements:

    

     

    
      
        
          

          
             


              

            

          

          
             


              

            

          

        

      

    

     

    If
the answer is “No” to Item (8)(d)(i) or “Yes” to Item (8)(d)(ii), you will be
named as an underwriter in the Shelf Registration Statement and the related
Prospectus.


    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    

     

    
      (9)  
Hedging and short sales:

    

     

    
      
        	
              	
                (a)

              	
                State
      whether the undersigned Selling Securityholder has or will enter into
      “hedging transactions” with respect to the Registrable
      Securities:

              


      

    

     

    
      
        Yes      _______                                                      No         
_______

         

      

    

    
      If “Yes”,
provide below a complete description of the hedging transactions into which the
undersigned Selling Securityholder has entered or will enter and the purpose of
such hedging transactions, including the extent to which such hedging
transactions remain in place:

    

    
       


    

    
      
        

        
           


            

          

        

        
           


            

          

        

      

    

    
        

    

    
      
        	
              	
                (b)

              	
                Set
      forth below is Interpretation A.65 of the Commission’s July 1997 Manual of
      Publicly Available Interpretations regarding short
  selling:

              


      

    

     

    
      “An
issuer filed a Form S-3 registration statement for a secondary offering of
common stock which is not yet effective.  One of the selling
shareholders wanted to do a short sale of common stock “against the box” and
cover the short sale with registered shares after the effective
date.  The issuer was advised that the short sale could not be made
before the registration statement becomes effective, because the shares
underlying the short sale are deemed to be sold at the time such sale is
made.  There would, therefore, be a violation of Section 5 if the
shares were effectively sold prior to the effective date.”

    

     

    By
returning this Notice and Questionnaire, the undersigned Selling Securityholder
will be deemed to be aware of the foregoing interpretation.

    


    *     *     *     *     *

     

    By
signing below, the Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the provisions of the
Exchange Act, particularly Regulation M (or any successor rule or
regulation).

     

    The
Selling Securityholder hereby acknowledges its obligations under the Exchange
and Registration Rights Agreement to indemnify and hold harmless the Company and
certain other persons as set forth in the Exchange and Registration Rights
Agreement.

     

    In the
event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

     

    By
signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (9) above
and the inclusion of such information in the Shelf Registration Statement and
related Prospectus.  The Selling Securityholder understands that such
information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related
Prospectus.


    
      
         


      

      
        A-8

        
          

        

      

      
         


      

    

     

    In
accordance with the Selling Securityholder’s obligation under Section 3(d)
of the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in effect
and to provide such additional information that the Company may reasonably
request regarding such Selling Securityholder and the intended method of
distribution of Registrable Securities in order to comply with the Securities
Act.  Except as otherwise provided in the Exchange and Registration
Rights Agreement, all notices hereunder and pursuant to the Exchange and
Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as
follows:

     

    
      
        
          	
                  (i)  To
      the Company:

                	 
      
	 
      	
                  MDC
      Partners Inc.

                
	 
      	
                  950
      Third Avenue

                
	 
      	
                  5th
      Floor

                
	 
      	
                  New
      York, NY 10022

                
	 
      	
                  Attention:
      General Counsel

                
	
                  (ii)  With
      a copy to:

                	 
      
	 
      	
                  Simpson
      Thacher & Bartlett LLP

                
	 
      	
                  425
      Lexington Avenue

                
	 
      	
                  New
      York, NY 10017

                
	 
      	
                  Attention:
      Risë Norman, Esq.

                


        

      

    

    


    Once this
Notice and Questionnaire is executed by the Selling Securityholder and received
by the Company’s counsel, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by the respective successors,
heirs, personal representatives, and assigns of the Company and the Selling
Securityholder (with respect to the Registrable Securities beneficially owned by
such Selling Securityholder and listed in Item (3) above).  This
Notice and Questionnaire shall be governed in all respects by the laws of the
State of New York.


    
      
         


      

      
        A-9

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

     

    Dated:  
__________________

     

    
      

    

    Selling
Securityholder

    (Print/type full legal name of
beneficial owner of Registrable Securities)


     

    By: 
_________________________________________________________________ 

    Name:

    Title:

     

    PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR
BEFORE [DEADLINE FOR
RESPONSE] TO THE COMPANY’S COUNSEL AT:

     

    Simpson
Thacher & Bartlett LLP

    425
Lexington Avenue

    New York,
NY 10017

    Attention:
Risë Norman, Esq.


    
      
         


      

      
        A-10

        
          

        

      

      
         


      

    

    


    Exhibit
B

     

    NOTICE OF
TRANSFER PURSUANT TO REGISTRATION STATEMENT

     

    Bank of
New York Mellon

    MDC
Partners Inc.

    c/o Bank
of New York Mellon

    [Address
of Trustee]

     

    Attention:  Trust
Officer

     

    Re:       
MDC Partners Inc. (the “Company”)

     
11% Senior Notes due 2016

     

    Dear
Sirs:

     

    Please be
advised that _______________________ has transferred $____________________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [_____] (File No. 333-________)
filed by the Company.

     

    We hereby
certify that the prospectus delivery requirements, if any, of the Securities Act
of 1933, as amended, have been satisfied and that the above-named beneficial
owner of the Notes is named as a “Selling Holder” in the Prospectus dated [date] or in supplements
thereto, and that the aggregate principal amount of the Notes transferred are
the Notes listed in such Prospectus opposite such owner’s name.

     

    Dated:

     

    
      
        
          	
                  Very
      truly yours,

                
	 
      	
                    

                
	 
      	
                  (Name)

                
	 
      	 
      
	
                  By:

                	
                    

                
	 
      	
                  (Authorized
      Signature)

                


        

      

    

     

    Endnotes-1


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
C

     

    List of Guarantors and
Jurisdictions of Formation

     

    
      	 
      	 
      	
              Subsidiary

            	 
      	
              Jurisdiction of Formation

            
	
              1.

            	 
      	
              Accent
      Marketing Services, LLC

            	 
      	
              Delaware

            
	
              2.

            	 
      	
              Ashton
      Potter Canada Inc.

            	 
      	
              Ontario

            
	
              3.

            	 
      	
              Computer
      Composition of Canada Inc.

            	 
      	
              Ontario

            
	
              4.

            	 
      	
              CPB
      Acquisition Inc.

            	 
      	
              Delaware

            
	
              5.

            	 
      	
              Crispin
      Porter & Bogusky LLC

            	 
      	
              Delaware

            
	
              6.

            	 
      	
              Dotglu
      LLC

            	 
      	
              Delaware

            
	
              7.

            	 
      	
              Hello
      Acquisition Inc.

            	 
      	
              Delaware

            
	
              8.

            	 
      	
              KBP
      Holdings LLC

            	 
      	
              Delaware

            
	
              9.

            	 
      	
              Kirshenbaum
      Bond & Partners LLC

            	 
      	
              Delaware

            
	
              10.

            	 
      	
              Maxxcom
      (USA) Holdings Inc.

            	 
      	
              Delaware

            
	
              11.

            	 
      	
              Maxxcom
      Inc. (ON)

            	 
      	
              Ontario

            
	
              12.

            	 
      	
              Maxxcom
      Inc. (US)

            	 
      	
              Delaware

            
	
              13.

            	 
      	
              MDC
      Acquisition Inc.

            	 
      	
              Delaware

            
	
              14.

            	 
      	
              MDC
      Corporate (US) Inc.

            	 
      	
              Delaware

            
	
              15.

            	 
      	
              MDC/KBP
      Acquisition Inc.

            	 
      	
              Delaware

            
	
              16.

            	 
      	
              TargetCom
      LLC

            	 
      	
              Delaware

            
	
              17.

            	 
      	
              TC
      Acquisition Inc.

            	 
      	
              Delaware

            
	
              18.

            	 
      	
              Yamamoto
      Moss Mackenzie, Inc.

            	 
      	
              Delaware

            
	
              19.

            	
                

            	
              ZG
      Acquisition Inc.

            	
                

            	
              Delaware

            


    

     

    Endnotes-2


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    Exhibit
D

     

    Initial Purchasers

    


    Goldman,
Sachs & Co

    William
Blair & Company, L.L.C.

    BMO
Capital Markets Corp.

    J. P.
Morgan Securities Inc.

    Jefferies
& Company, Inc.

    RBC
Capital Markets Corporation

    Scotia
Capital (USA) Inc.

    UBS
Securities LLC

     

    Endnotes-3