AGREEMENT
OF SETTLEMENT AND RELEASE

     

    B
E T W E E N :

     

    MDC
PARTNERS INC.

     

    (hereinafter
referred to as "MDC")

     

    


     

    -
and -

     

    


     

    GRAHAM
LAWRENCE ROSENBERG

     

    (hereinafter
referred to as "Rosenberg")

     

    


     

    WHEREAS Rosenberg ceased to be
employed with MDC on August 31, 2009;

     

    AND WHEREAS Rosenberg and MDC
are parties to an Employment Agreement dated December 26, 2005, as amended on
November 14, 2007 (the "Agreement") and the
Option Repayment
Letter dated November 14, 2007 (the "Option
Letter")

     

    AND WHEREAS the parties have
agreed to resolve and settle in full all claims of any kind that could be or
could have been raised by Rosenberg under any federal or provincial law or under
any statute or contract or tort law or otherwise, against MDC and its partners,
subsidiaries, affiliates, unincorporated divisions, successors or assigns, or
against any past or present director, officer, agent, shareholder or individual
now or previously employed by or representing any of them and to terminate
Rosenberg's obligations under the Option Letter after repayment, as set forth
herein;

     

    NOW THEREFORE the parties
agree as follows:

     

    1.           MDC
shall pay Rosenberg the sum of One Million Three Hundred and Five Thousand Seven
Hundred and Fifty Dollars ($1,305,750), as follows:

     

    
      	
               
      

            	
              (i)

            	
              $1,155,610
      paid on October 1, 2009, characterized as a retiring allowance payment,
      less taxes at the retiring allowance rate of
  30%;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              $23,000
      to be paid to Rosenberg's RRSP on October 1, 2009 or upon Rosenberg
      providing the necessary documentation which would allow MDC to make the
      payment into his RRSP;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (iii)

            	
              $22,000
      to be paid by MDC on January 4, 2010 into Rosenberg's RRSP, on a pre-tax
      basis, subject to Rosenberg providing the appropriate information to allow
      for the payment; and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              $105,140
      on January 4, 2010, characterized as a retiring allowance payment, less
      taxes at the retiring allowance rate of
30%.

            


    

     

    2.           Rosenberg
agrees to repay the outstanding option balance in the amount of $128,140 on
January 4, 2010.  The repayment is conditional on MDC making the two
payments to Rosenberg on January 4, 2010 as provided for herein.  The
payment to Rosenberg's RRSP on January 4, 2010 is subject to Rosenberg providing
the appropriate information at least ten (10) business days prior to that
date.

     

    3.           MDC
acknowledges that Rosenberg has 47,625 outstanding options, not expired as of
August 31, 2009, at an exercise price of $8.40 CND.  Rosenberg shall
have three (3) months, from August 31, 2009, to exercise the outstanding options
in accordance with the terms of the underlying option grant
agreement.

     

    4.           MDC
agrees to pay up to a maximum of $5,000 for professional fees incurred by
Rosenberg.  Rosenberg agrees to submit original invoices to support
the professional fees incurred by Rosenberg.

     

    5.           Rosenberg
agrees that he shall reasonably cooperate and assist MDC
and its advisors, in a positive way, in connection with the ongoing Zyman Group
litigation, including attendances at depositions, meetings, arbitration hearings
and/or court proceedings, as reasonably required and requested
by MDC or any other operating issues that MDC determines.  MDC does not
anticipate that the operating issues will occupy a significant amount of
Rosenberg's time. Rosenberg shall not be
entitled to any additional compensation for providing his assistance and
cooperation to MDC.  MDC agrees to reimburse Rosenberg for all
reasonable travel expenses incurred.

     

    6.           MDC
shall continue to pay the premiums for health benefits, including life insurance,
for a maximum period of one (1) year from September 1, 2009 or until such time
as Rosenberg obtains alternate benefit coverage, whichever occurs
earlier.

     

    
      
         

      

      
        - Page 2
-

        
          

        

      

      
         

      

    

     

    7.           MDC
agrees that Rosenberg shall be entitled to the benefit of any Officers and
Directors Insurance coverage consistent with the terms and conditions of the
insurance policy for any matters which arose on or before August 31, 2009 and the indemnity in the
Option Letter.

     

    8.           For
a period of twelve (12) months beginning effective September 1, 2009, through
and until August 31, 2010 (the "Consulting Period"), Rosenberg
shall provide, without limitation, consulting services to MDC as requested by
MDC.  The consulting services (the "Consulting Services") to be
performed by Rosenberg shall include, in accordance with paragraph 5 herein, without limitation,
attending depositions, meetings, arbitration hearings and/or court proceedings,
as reasonably required and requested
by MDC or any other operating issues and assisting and cooperating with
MDC.  MDC does not anticipate that the operating issues will occupy a significant
amount of Rosenberg's time. During the Consulting
Period, Rosenberg shall report directly to Stephen Pustil or another person
designated by Mr. Pustil, at such times and in such detail as shall reasonably
be required.  In the event that Rosenberg does not provide the
consulting services, MDC shall be entitled to claw back the amounts paid to
Rosenberg.

     

    9.           All
monetary amounts referred to herein shall be in Canadian funds and shall be
subject to withholding of taxes and other deductions required by law or as
agreed to, in writing, between the parties.  Rosenberg acknowledges
and agrees that he, and he alone, shall be responsible for the payment of any
additional taxes owing to CRA as a result of his request to characterize the
payment as a retiring allowance.  Rosenberg agrees to indemnify and
save harmless MDC from any claims, penalties or costs associated with any claim
by CRA in connection with the characterization of the payments as a retiring
allowance.

     

    10.           Rosenberg
acknowledges and agrees that the Agreement contains specific
non-solicitation/non-servicing and protection of confidential information
covenants.  Rosenberg undertakes and agrees to continue to abide by
the terms set forth in the Agreement at Section 8(a) and
8(b).  Rosenberg agrees that MDC shall continue to be entitled to
enforce the remedies contained in Section 8(c), 8(d) and 8(f) in the event of a
breach by Rosenberg.

     

    11.           Rosenberg
acknowledges and agrees that he remains bound by the terms contained in Section
9 of the Agreement (Intellectual Property).

     

    12.           Rosenberg
agrees and undertakes to resign as an officer and/or director of MDC and any
other companies to which he has been appointed either as an officer and/or
director. By the execution of these Minutes of Settlement, Rosenberg
acknowledges that he shall have so resigned and agrees to cooperate in executing
the required documents.

     

    
      
         

      

      
        - Page 3
-

        
          

        

      

      
         

      

    

     

    13.           Rosenberg
agrees not, either directly or indirectly, publish or disclose the contents of
this agreement or any terms thereof, in any manner whether in writing or orally,
to any individual or entity (except for any one from whom Rosenberg obtains
professional advice regarding this agreement or to family members or as required
by a court or regulatory authority) directly or indirectly, whether individually
or by or through any agent, representative, attorney or other
person.

     

    14.           The
parties agree that this agreement may not be used as evidence by either of them
in any action or proceeding except one in which one of the parties alleges a
breach of this agreement or as required by a
court.

     

    15.           In
consideration for the payments and other promises contained in this agreement,
Rosenberg agrees to execute the attached full and final Release.

     

    16.           This
agreement and the terms hereof supersede and replace all prior discussions
and/or agreements made between the parties, whether oral or written, and shall
constitute the entire agreement between the parties with respect to all matters
contemplated by this agreement and the parties hereto do not rely upon or regard
as material, any representations or writings whatsoever not incorporated into
and made a part of this agreement.  This agreement shall not be
amended, altered or modified except in writing signed by the
parties.

     

    THIS AGREEMENT may be executed
in counterparts, all of which together shall constitute a single, original
instrument.

     

    HAVING
READ AND UNDERSTOOD THE RELEASE, CONSULTED COUNSEL OR VOLUNTARILY ELECTED NOT TO
CONSULT COUNSEL, AND HAVING HAD SUFFICIENT TIME TO CONSIDER WHETHER TO ENTER
INTO THIS AGREEMENT, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AND RELEASE
AS OF THE DAY AND YEAR FIRST WRITTEN BELOW.

     

    DATED this ____ day
of September, 2009.

     

    
      
        
          
            
              
                
                  	 
      		
                          MDC
      Partners Inc.

                        
	
                          Per:

                        	 
      
	
                          Name:

                          Title:

                        
	
                          I
      have the authority to bind the
corporation

                        


                

              

            

          

          

            
              	 	 	 
	
                      Witness

                    	
                       

                    	
                       Graham
      Lawrence
Rosenberg

                    


            

          

        

      

    

     

    
      
         

      

      
        - Page 4
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    RELEASE AND
INDEMNITY

     

     

    IN
CONSIDERATION of entering into the Minutes of Settlement and Release attached, included in
the other good and valuable consideration, the sufficiency of which is hereby
acknowledged, I GRAHAM LAWRENCE ROSENBERG, for myself, my heirs, executors,
administrators and assigns, hereby release and forever discharge MDC PARTNERS
INC. and its
parent, subsidiaries, affiliates, unincorporated divisions, predecessors,
successors and assigns, and all of their past and present officers, directors,
representatives, agents, shareholders and employees (collectively the
"Releasees") from any and all claims, demands, causes of action, fees and
liabilities of any kind whatsoever, whether known or unknown, which I ever had,
now have or may have hereafter against any of them, by reason of any actual or
alleged act, omission, transaction, practice, conduct, occurrence or other
matter whatsoever up to and including the date on which this agreement becomes
effective, arising out
of my employment with the Releasees or the termination of that employment except
for the enforcement of the attached Minutes of Settlement and
Release.  Without limiting the generality of the foregoing, this
instrument shall release the Releasees from any claim arising out of or in any
way relating to my employment or the cessation thereof, including but not
limited to all claims that could have been raised under the Employment Standards Act
of Ontario, 2000 as amended, the Human Rights Code of
Ontario, as amended, Workplace Safety and Insurance Act,
Occupational Health and Safety Act, including but not limited to any
claim for commissions, vacation pay, overtime pay, health benefits, RSUs,
bonuses, payment under any bonus or other compensation plan and any other
compensation of any kind whatsoever under any federal or provincial law, by
statute, regulation, contract or tort law, or and that I have not been subjected
to any unequal treatment contrary to the Ontario Human Rights
Code.  Notwithstanding the forgoing, nothing herein releases the
Releasees from any obligations to indemnify Rosenberg from any third party
claims as a former officer, director and employee, as provided for in the
insurance coverage, nor from any liability set out in the Option
Letter.

     

     

    AND FOR
THE SAID CONSIDERATION I further agree not to make any claim or demand or
commence, maintain or prosecute any action, cause or proceeding for damages,
compensation, loss or any relief whatsoever against the said Releasees in
respect of any cause, matter or thing whatsoever arising out of or in
consequence of my employment or the termination of my employment with the
Releasees.  I further agree that this Release shall operate
conclusively as an estoppel in the event of any such claim, action or proceeding
and may be pleaded accordingly.

     

    
      
         

      

      
        - Page 5
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    AND FOR
THIS CONSIDERATION I further agree to indemnify and save harmless the Releasees
from any and all claims or demands under the Income Tax Act of
Canada and/or the Income Tax Act of the
Province of Ontario and/or under the Employment Insurance
Act of Canada, in respect of any failure on the part of the Releasees to
withhold income tax and/or any amounts previously paid to me by Social
Development Canada on account of employment insurance benefits received from the
said consideration any interest or penalties relating to same, and further, to
indemnify the Releasees for any costs or expenses it may incur in defending such
claims or demands.

     

     

    NOTWITHSTANDING
THE FOREGOING, this Release shall not apply to any actions, causes of action,
claims and demands which I may have relating to the failure or the refusal of
the Releasees to comply with the terms of settlement as agreed
upon.

     

     

    AND I
HEREBY DECLARE that I fully understand the terms of this settlement and have
received or was afforded the opportunity to receive independent legal advice
prior to executing this document and that I voluntarily accept the consideration
offered for the purpose of making full and final compromise and settlement of
all claims as aforesaid.

     

     

    AND I
HEREBY AGREE AND UNDERTAKE to resign as an officer and/or director from any
companies referred to above and shall execute any documentation required for
such purpose.

     

     

    IT IS
UNDERSTOOD AND AGREED that I hereby undertake and agree not to disclose the
facts of this settlement or agreement or the terms thereof to any third party
without the written consent of the Releasees, except persons from whom I receive
professional advice, my immediate family or as required by law.  I also hereby
undertake and agree that I will not make any disparaging remarks against the
Releasees.

     

    
      
         

      

      
        - Page 6
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    THIS
RELEASE AND INDEMNITY shall be deemed to have been made in and shall be
construed in accordance with the laws of the Province of Ontario.

     

     

    THIS
RELEASE AND INDEMNITY shall enure to the benefit of and be binding upon the
undersigned, the Releasees and their respective heirs, executors,
administrators, legal personal representatives, successors and
assigns.

     

     

    IT IS
UNDERSTOOD AND AGREED that the giving of the aforesaid consideration is deemed
to be no admission whatsoever of liability on the part of the
Releasees.

     

     

    IN
WITNESS WHEREOF I have hereunto set my hand and seal at _________ this ___ day
of _________, 2009.

     

    


    
      
        
          
            	      
                    SIGNED,
      SEALED AND DELIVERED

                    in
      the presence of

                  	 	 	 	 
	 	 	 	 	 
	
                     

                  	 	 	
                     

                  	 
	
                          
                      Witness

                    

                  	 	 	
                          
                      Graham
      Lawrence Rosenberg

                    

                  	 


          

        

      

    

     

    
      
         

      

      
        - Page 7
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