Exhibit 4.3


 


EXECUTION COPY


 


MDC Partners Inc.


 


8.00% Convertible Unsecured Subordinate Debentures
Due 2010


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT is made and entered
into as of June 28, 2005 by and between MDC Partners Inc., a corporation
continued under the laws of Canada (the ”Corporation”),
and Scotia Capital Inc., CIBC World Markets Inc., TD Securities Inc. and GMP
Securities Ltd., together with any successor entities (the “Underwriters”), pursuant to the underwriting agreement,
dated as of June 10, 2005, between the Corporation and the Underwriters
(the “Underwriting Agreement”).  In order to induce the Underwriters to enter
into the Underwriting Agreement, the Corporation has agreed to provide the
registration rights set forth in this Agreement.  The execution of this Agreement is a
condition to the closing under the Underwriting Agreement.


 


1.             Certain Definitions.


 


For purposes of this
Registration Rights Agreement, the following terms shall have the following
meanings:


 


“1933 Act” means the United
States Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.


 


“1934 Act” means the United
States Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.


 


“Additional Amounts” has the
meaning assigned thereto in Section 2(d).


 


“Business Day” means any day
other than a Saturday, Sunday or holiday in Toronto, Ontario.


 


“Canadian Prospectus” means the
Canadian Prospectus dated June 20, 2005 relating to the offer and sale of
the Securities, together with, in the case of sales to qualified institutional
buyers pursuant to Rule 144A, the related U.S. private placement
memorandum.


 


“Closing Date” means the date on
which the Debentures are initially issued.


 


“Conversion Rate” shall have the
meaning assigned such term in the Indenture.


 


“Debentures” means the 8.00%
Convertible Unsecured Subordinate Debentures Due 2010, to be issued under the
Indenture and sold by the Corporation to the 


 

















 


Underwriters,
and securities (other than the Shares) of the Corporation issued in exchange
therefor or in lieu thereof pursuant to the Indenture.


 


“Deferral Notice” has the
meaning assigned thereto in Section 3(b).


 


“Deferral Period” has the
meaning assigned thereto in Section 3(b).


 


“Effective Time” means the time
and date as of which the SEC declares the Resale Registration Statement
effective or as of which the Resale Registration Statement otherwise becomes
effective.


 


“Effectiveness Period” has the
meaning assigned thereto in Section 2(a).


 


 “Holder”
means a Person who owns, beneficially or otherwise, Registrable Securities.


 


“Indenture” means the Indenture
dated as of June 28, 2005, between the Corporation and the Trustee,
pursuant to which the Debentures are being issued, as such Indenture is
amended, modified or supplemented from time to time in accordance with the
terms thereof.


 


“Material Event” has the meaning
assigned thereto in Section 3(a)(iii).


 


“Notice and Questionnaire” means
a written notice delivered to the Corporation containing substantially the
information called for by the Form of Selling Securityholder Notice and
Questionnaire attached as Annex A to the Canadian Prospectus.


 


“Notice Holder” means, on any
date, any Holder that has delivered a Notice and Questionnaire to the
Corporation on or prior to such date.


 


“Person” means a corporation,
association, partnership, organization, business, individual, government or
political subdivision thereof or governmental agency.


 


“Prospectus” means the
prospectus included in any Resale Registration Statement, as amended or
supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such Prospectus.


 


“Registrable Securities” means
the Securities; provided, however, that such
Securities shall cease to be Registrable Securities when (i) in the
circumstances contemplated by Section 2(a), a registration statement
registering such Securities under the 1933 Act has been declared or becomes
effective and such Securities have been sold or otherwise transferred by the
Holder thereof pursuant to such effective registration statement; (ii) such
Securities are sold pursuant to Rule 144 under circumstances in which any
legend borne by such Securities relating to restrictions on transferability 


 


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thereof,
under the 1933 Act or otherwise, is removed or such Securities are eligible to
be sold pursuant to Rule 144(k) or any successor provision; or (iii) such
Securities shall cease to be outstanding (including, in the case of the
Debentures, upon conversion into Shares).


 


“Registration Default” has the
meaning assigned thereto in Section 2(d).


 


“Registration Expenses” has the
meaning assigned thereto in Section 5.


 


“Resale Registration Statement” has the meaning assigned thereto in Section 2(a),
as amended or supplemented by any amendment or supplement, including
post-effective amendments, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such Resale Registration
Statement.


 


“Rule 144,” “Rule 144A,” “Rule 405”
and “Rule 415” means, in each case,
such rule as promulgated under the 1933 Act.


 


“SEC” means the Securities and
Exchange Commission, or any other federal agency at the time administering the
1934 Act or the 1933 Act, whichever is the relevant statute for the particular
purpose.


 


“Securities” means,
collectively, the Debentures and the Shares.


 


“Shares” means the Class A
Subordinate Voting Shares, no par value, into which the Debentures are issuable
pursuant to the terms of the Indenture, including upon conversion, redemption,
repurchase or maturity of the Debentures.


 


“TIA” means the United States
Trust Indenture Act of 1939, or any successor thereto, and the rules,
regulations and forms promulgated thereunder, all as the same shall be amended
from time to time.


 


“Trustee”
means Computershare Trust Company of Canada, or any successor entity, as
trustee.


 


“Underwriting Agreement” has the
meaning specified in the first paragraph of this Agreement.


 


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.  Unless the context
otherwise requires, any reference to a statute, rule or regulation refers to
the same (including any successor statute, rule or regulation thereto) as
it may be amended from time to time.


 


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2.             Registration Under the 1933 Act.


 


(a)           The
Corporation agrees to use its reasonable best efforts to file under the 1933
Act by no later than September 30, 2005 a resale registration statement on
Form S-1, or Form S-3, if available, providing for the registration
of and the sale on a continuous or delayed basis of all of the Registrable
Securities pursuant to Rule 415 or any similar rule that may be
adopted by the SEC (the “Resale Registration
Statement”).  The Corporation
agrees to use its reasonable best efforts to (A) cause the Resale
Registration Statement to become or be declared effective on or before December 31,
2005 and (B) keep such Resale Registration Statement continuously
effective for a period (the “Effectiveness
Period”) until the earlier of (i) two years following the issue
date of the Debentures or (ii) such time as there are no longer any
Registrable Securities outstanding, subject to the Deferral Periods set forth
in Section 3(b).  None of the
Corporation’s securityholders (other than Holders of Registrable Securities)
shall have the right to include any of the Corporation’s securities in the
Resale Registration Statement.


 


(b)           The
Corporation further agrees to supplement or make amendments to the Resale
Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used for such Resale
Registration Statement or by the 1933 Act or the 1934 Act, and the Corporation
agrees to furnish to the Holders of the Registrable Securities copies of any
such supplement or amendment prior to its being used or promptly following its
filing with the SEC.  Except as provided
in Section 3(b) hereof, if the Resale Registration Statement, as
amended or supplemented from time to time, ceases to be effective for any
reason at any time during the Effectiveness Period (other than because all Registrable
Securities registered thereunder shall have been sold pursuant thereto or shall
have otherwise ceased to be Registrable Securities), the Corporation shall use
its reasonable best efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof.  On
and after the time the Resale Registration Statement has become effective until
the Corporation is eligible to file a Resale Registration Statement on Form S-3,
the Corporation will not be required to amend the Resale Registration Statement
to include additional Holders more than once every 30 calendar days.


 


(c)           Each
Holder of Registrable Securities agrees that if such Holder wishes to sell
Registrable Securities pursuant to the Resale Registration Statement and
related Prospectus, it will do so only in accordance with this Section 2(c) and
Section 3(b).  Each Holder of
Registrable Securities wishing to sell Registrable Securities pursuant to the
Resale Registration Statement and related Prospectus agrees to deliver a Notice
and Questionnaire to the Corporation at least five (5) Business Days prior
to any intended distribution of Registrable Securities under the Resale
Registration Statement.  From and after
the date the Resale Registration Statement is declared effective, the Corporation
shall, as promptly as is practicable after the date a Notice and Questionnaire
is delivered, and in any event within five (5) Business Days after such
date, (i) if required by applicable law, file with the SEC a
post-effective amendment to the Resale Registration Statement or prepare and,
if required by applicable law, file a supplement to the related Prospectus or a
supplement or amendment to any document incorporated therein by reference or
file any other required document so that the Holder delivering such Notice and
Questionnaire is named as a selling security holder in the Resale Registration
Statement and the 


 


4

















 


related Prospectus in
such a manner as to permit such Holder to deliver such Prospectus to purchasers
of the Registrable Securities in accordance with applicable law and to be bound
by the provisions of this Agreement applicable to such Holder and, if the
Corporation shall file a post-effective amendment to the Resale Registration
Statement, use its reasonable best efforts to cause such post-effective
amendment to be declared effective under the 1933 Act as promptly as is
practicable; (ii) provide such Holder copies of any documents filed
pursuant to Section 2(c)(i); and (iii) notify such Holder promptly
after the effectiveness under the 1933 Act of any post-effective amendment
filed pursuant to Section 2(c)(i); provided that if such Notice and
Questionnaire is delivered during a Deferral Period, the Corporation shall so
inform the Holder delivering such Notice and Questionnaire and shall take the
actions set forth in clauses (i), (ii) and (iii) above upon
expiration of the Deferral Period in accordance with Section 3(b).  Notwithstanding anything contained herein to
the contrary, the Corporation shall be under no obligation to name any Holder
that is not a Notice Holder as a selling securityholder in any Resale
Registration Statement or related Prospectus; provided, however, that any
Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(c) (whether
or not such Holder was a Notice Holder at the time the Resale Registration
Statement was declared effective) shall be named as a selling securityholder in
the Resale Registration Statement or related Prospectus in accordance with the
requirements of this Section 2(c).


 


(d)           If any of
the following events (any such event a “Registration Default”)
shall occur, then liquidated damages (the “Additional Amounts”)
shall become payable in respect of the Securities as follows:


 


(i)            if the Resale Registration
Statement is not declared effective by the SEC by December 31, 2005, then
commencing on January 1, 2006, Additional Amounts shall accrue with
respect to any outstanding Debentures that are Registrable Securities, at a
rate per annum equal to 0.50% for the first six-month period following December 30,
2005 and if the Resale Registration Statement is not declared effective by June 30,
2006, then commencing on July 1, 2006, such Additional Amounts shall
increase by an additional 0.50% so that Additional Amounts on the Debentures
shall accrue at a rate per annum equal to 1.0% thereafter; or


 


(ii)           if the Corporation has failed to perform its obligations set
forth in Sections 2(b) or 2(c) hereof within the time periods
required therein, then commencing on the first day after the date by which the
Corporation was required to perform such obligations, Additional Amounts shall
accrue with respect to any outstanding Debentures that are Registrable
Securities, at a rate per annum equal to 0.50% for the first six-month period
and increasing an additional 0.50% after such six-month period so that
Additional Amounts on the Debentures shall accrue at a rate per annum equal to
1.0% thereafter; or


 


(iii)          except as provided in Section 3(b) hereof, if the
Resale Registration Statement has been declared effective but such Resale
Registration Statement ceases to be effective at any time during the
Effectiveness Period, then commencing on the day such Resale Registration
Statement ceases to be effective, Additional Amounts shall 


 


5

















 


accrue with respect to any outstanding
Debentures that are Registrable Securities, at a rate per annum equal to 0.50%
for the first six-month period and increasing an additional 0.50% after such
six-month period so that Additional Amounts on the Debentures shall accrue at a
rate per annum equal to 1.0% thereafter; or


 


(iv)          if the aggregate duration of Deferral Periods in any period
exceeds the number of days permitted in respect of such period pursuant to Section 3(b) hereof,
then commencing on the day the aggregate duration of Deferral Periods in any
period exceeds the number of days permitted in respect of such period,
Additional Amounts shall accrue with respect to any outstanding Debentures that
are Registrable Securities at a rate per annum equal to 0.50% for the first
six-month period and increasing an additional 0.50% after such six-month period
so that Additional Amounts on the Debentures shall accrue at a rate per annum
equal to 1.0% thereafter;


 


provided, however, that the
Additional Amounts shall in no event accrue at a rate greater than 1.0% per
annum and shall not be payable under more than one clause above for any given
period of time; provided  further, however, that (1) upon the effectiveness of the Resale
Registration Statement (in the case of clause (i) above), (2) upon
the Corporation’s performing its obligations set forth in Sections 2(b) and
2(c) hereof within the time periods required therein (in the case of
clause (ii) above), (3) upon the effectiveness of the Resale
Registration Statement which had ceased to remain effective (in the case of
clause (iii) above), (4) upon the termination of the Deferral Period
that caused the limit on the aggregate duration of Deferral Periods in a period
set forth in Section 3(b) to be exceeded (in the case of clause (iv) above),
(6) upon the termination of certain transfer restrictions on the
Securities as a result of the application of Rule 144(k) or any successor
provision, or (7) as of June 30, 2007, Additional Amounts on the
Debentures as a result of such clause, as the case may be, shall cease to
accrue; provided, that in the case of clause (1) above, the
Additional Amounts shall cease to accrue at the end of the six-month period in
which the Resale Registration Statement becomes effective.


 


Additional Amounts on the
Debentures, if any, will be payable in cash on June 30 and December 31
of each year (the “Additional Amounts
Payment Date”) to holders of record of outstanding Registrable
Securities on each preceding June 15 and December 15; provided,
that any Additional Amounts accrued with respect to any Debentures or portion
thereof called for redemption on a redemption date or converted into Shares on
a conversion date prior to the Registration Default shall, in any such event,
be paid instead to the Holder who submitted such Debentures or portion thereof
for redemption or conversion on the applicable redemption date or conversion
date, as the case may be, on such date (or promptly following the conversion
date, in the case of conversion). 
Following the cure of all Registration Defaults requiring the payment of
Additional Amounts by the Corporation to the Holders of outstanding Debentures
that are Registrable Securities pursuant to this Section, the accrual of
Additional Amounts will cease (without in any way limiting the effect of any
subsequent Registration Default requiring the payment of Additional Amounts by
the Corporation).


 


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All obligations of the
Company set forth in this Section 2(d) that are outstanding with
respect to any outstanding Registrable Securities at the time such Security
ceases to be a Registrable Security shall survive until such time as all such
obligations with respect to such outstanding Registrable Security shall have
been satisfied in full.


 


The Trustee shall be
entitled, on behalf of Holders of Securities, to seek any available remedy for
the enforcement of this Agreement, including for the payment of any Additional
Amounts.  Notwithstanding the foregoing,
the parties agree that the sole monetary damages payable for a violation of the
terms of this Agreement with respect to which liquidated damages are expressly
provided shall be as set forth in this Section 2(d).  Nothing shall preclude a Notice Holder or
Holder of Registrable Securities from pursuing or obtaining specific
performance or other equitable relief with respect to this Agreement.


 


3.             Registration Procedures.


 


The following provisions
shall apply to the Resale Registration Statement filed pursuant to Section 2:


 


(a)           The
Corporation shall:


 


(i)            prepare and file with the SEC a
registration statement on any appropriate form which may be utilized by the
Corporation and which shall permit the disposition of the Registrable
Securities in accordance with the intended method or methods thereof, as
specified in writing by the Holders of the Registrable Securities, and use its
reasonable best efforts to cause such registration statement to become effective
in accordance with Section 2(a) above;


 


(ii)           use its reasonable best efforts to prepare and file with the
SEC such amendments and post-effective amendments to the Resale Registration
Statement as may be necessary to keep such Resale Registration Statement
continuously effective until the expiration of the Effectiveness Period; cause
the related Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 (or
any similar provisions then in force) under the 1933 Act; and comply with the
provisions of the 1933 Act applicable to it with respect to the disposition of
all Securities covered by such Resale Registration Statement during the
Effectiveness Period in accordance with the intended methods of disposition by
the sellers thereof set forth in such Resale Registration Statement as so
amended or such Prospectus as so supplemented;


 


(iii)          promptly notify the Notice Holders of Registrable Securities
(A) when such Resale Registration Statement or
the Prospectus included therein or any amendment or supplement to the
Prospectus or post-effective amendment has been filed with the SEC, and, with
respect to such Resale Registration Statement or any post-effective amendment,
when the same has become effective, (B) of any
request, following the 


 


7

















 


effectiveness of the Resale Registration
Statement by the SEC or any other Federal or state governmental authority for
amendments or supplements to the Resale Registration Statement or related
Prospectus or for additional information, (C) of the issuance by the SEC
of any stop order suspending the effectiveness of such Resale Registration
Statement or the initiation or written threat of any proceedings for that
purpose, (D) of the receipt by the Corporation
of any notification with respect to the suspension of the qualification of the
Registrable Securities for sale in any jurisdiction or the initiation or
written threat of any proceeding for such purpose, (E) of the occurrence
of (but not the nature of or details concerning) any event or the existence of
any fact (a “Material Event”) as a
result of which any Resale Registration Statement shall contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, or
any Prospectus shall contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (provided, however, that no notice by the
Corporation shall be required pursuant to this clause (E) in the event
that the Corporation either promptly files a Prospectus supplement to update
the Prospectus or a Form 8-K or other appropriate 1934 Act report that is
incorporated by reference into the Resale Registration Statement, which, in
either case, contains the requisite information with respect to such Material
Event that results in such Resale Registration Statement no longer containing
any untrue statement of material fact or omitting to state a material fact
necessary to make the statements contained therein not misleading), (F) of
the determination by the Corporation that a post-effective amendment to the
Resale Registration Statement will be filed with the SEC, which notice may, at
the discretion of the Corporation (or as required pursuant to Section 3(b)),
state that it constitutes a Deferral Notice, in which event the provisions of Section 3(b) shall
apply or (G) at any time when a Prospectus is
required to be delivered under the 1933 Act, that the Resale Registration
Statement, Prospectus, Prospectus amendment or supplement or post-effective
amendment does not conform in all material respects to the applicable
requirements of the 1933 Act and the TIA and the rules and regulations of
the SEC thereunder;


 


(iv)          prior to any public offering of the Registrable Securities
pursuant to the Resale Registration Statement, use reasonable best efforts to
register or qualify or cooperate with the Notice Holders in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as
any Notice Holder reasonably requests in writing (which request may be included
in the Notice and Questionnaire); prior to any public offering of the
Registrable Securities pursuant to the Resale Registration Statement, use its
reasonable efforts to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period in connection
with such Notice Holder’s offer and sale of Registrable Securities pursuant to
such registration or qualification (or exemption 


 


8

















 


therefrom) and do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions of
such Registrable Securities in the manner set forth in the Resale Registration
Statement and the related Prospectus; provided, that the Corporation will not
be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where it would not otherwise be required to
qualify but for this Agreement or (ii) take any action that would subject
it to general service of process in suits or to taxation in any such
jurisdiction where it is not then so subject;


 


(v)           use its reasonable best efforts to prevent the issuance of,
and if issued, to obtain the withdrawal of any order suspending the
effectiveness of the Resale Registration Statement or any post-effective
amendment thereto, and to lift any suspension of the qualification of any of
the Registrable Securities for sale in any jurisdiction in which they have been
qualified for sale, in each case at the earliest practicable date;


 


(vi)          upon reasonable notice, for a reasonable period prior to the
filing of the Resale Registration Statement, and throughout the Effectiveness
Period, make available at reasonable times at the Corporation’s principal place
of business or such other reasonable place for inspection by a representative
appointed by the Notice Holders in connection with an underwritten offering (or
any underwriter, placement agent or counsel acting on their behalf), who shall
certify to the Corporation that they have a current intention to sell their
Registrable Securities pursuant to the Resale Registration Statement, such
financial and other information and books and records of the Corporation, and
cause the officers, employees and independent certified public accountants of
the Corporation to respond to such inquiries, as shall be reasonably necessary,
in the judgment of the counsel to such Notice Holders, to conduct a reasonable “due
diligence” investigation; provided, however, that
each such representative appointed by the Notice Holders in connection with an
underwritten offering shall be required to maintain in confidence and not to
disclose to any other person any information or records reasonably designated
by the Corporation in writing as being confidential, until such time as (A) such information becomes a matter of public
record (whether by virtue of its inclusion in the Resale 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 Corporation prompt prior written notice of such requirement and
the opportunity to contest the same or seek an appropriate protective order);


 


(vii)         if reasonably requested by any Notice Holder, promptly
incorporate in a Prospectus supplement or post-effective amendment to the
Resale Registration Statement such information as such Notice Holder shall, on
the basis of a written opinion of nationally-recognized counsel experienced in such
matters, determine to be required to be included therein by applicable law and
make any required filings of such Prospectus supplement or such post-effective
amendment; provided, that the Corporation shall not be 


 


9

















 


required to take any actions under this Section 3(a)(vii) that
are not, in the reasonable opinion of counsel for the Corporation, in
compliance with applicable law;


 


(viii)        promptly furnish to each Notice Holder, upon their request
and without charge, at least one (1) conformed copy of the Resale
Registration Statement and any amendments thereto, including financial
statements but excluding schedules, all documents incorporated or deemed to be
incorporated therein by reference and all exhibits (unless requested in writing
to the Corporation by such Notice Holder); and


 


(ix)           during the Effectiveness Period, deliver to each Notice
Holder in connection with any sale of Registrable Securities pursuant to the
Resale Registration Statement, without charge, as many copies of the Prospectus
relating to such Registrable Securities (including each preliminary prospectus)
and any amendment or supplement thereto as such Notice Holder may reasonably
request; and the Corporation hereby consents (except during such periods that a
Deferral Notice is outstanding and has not been revoked) to the use of such
Prospectus or each amendment or supplement thereto by each Notice Holder in
connection with any offering and sale of the Registrable Securities covered by
such Prospectus or any amendment or supplement thereto in the manner set forth
therein.


 


(b)           Upon (A) the
issuance by the SEC of a stop order suspending the effectiveness of the Resale
Registration Statement or the initiation of proceedings with respect to the Resale
Registration Statement under Section 8(d) or 8(e) of the 1933
Act, (B) the occurrence of any event or the existence of any Material
Event as a result of which the Resale Registration Statement shall contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading, or any Prospectus shall contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or
existence of any corporate development that, in the discretion of the
Corporation, makes it appropriate to suspend the availability of the Resale
Registration Statement and the related Prospectus, the Corporation will (i) in
the case of clause (B) above, subject to the third sentence of this
provision, promptly prepare and file a post-effective amendment to such Resale
Registration Statement or a supplement to the related Prospectus or any
document incorporated therein by reference or file any other required document
that would be incorporated by reference into such Resale Registration Statement
and Prospectus so that such Resale Registration Statement does not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading, and such Prospectus does not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder, and, in the
case of a post-effective amendment to the Resale Registration Statement,
subject to the third sentence of this provision, use reasonable efforts to
cause it to be declared effective as promptly as is practicable, or (ii)


 


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give notice to the Notice
Holders that the availability of the Resale Registration Statement is suspended
(a “Deferral Notice”).  Upon receipt of any Deferral Notice, each
Notice Holder agrees not to sell any Registrable Securities pursuant to the
Resale Registration Statement until such Notice Holder’s receipt of copies of
the supplemented or amended Prospectus provided for in clause (i) above,
or until it is advised in writing by the Corporation that the Prospectus may be
used, and has received copies of any additional or supplemental filings that
are incorporated or deemed incorporated by reference in such Prospectus.  The Corporation will use its reasonable best
efforts to ensure that the use of the Prospectus may be resumed (x) in the case
of clause (A) above, as promptly as is practicable, (y) in the case of
clause (B) above, as soon as, in the good-faith judgment of the
Corporation, public disclosure of such Material Event would not be prejudicial
to or contrary to the interests of the Corporation or, if necessary to avoid
unreasonable burden or expense, as soon as practicable thereafter and (z) in
the case of clause (C) above, as soon as, in the discretion of the
Corporation, such suspension is no longer appropriate.  The period during which the availability of
the Resale Registration Statement and any Prospectus is suspended (the “Deferral Period”), without the Corporation
incurring any obligation to pay liquidated damages pursuant to Section 2(d),
shall not exceed ninety (90) days in the aggregate in any consecutive 365-day
period.


 


(c)           Each
Holder of Registrable Securities agrees that upon receipt of any notice from
the Corporation, pursuant to Section 3(a)(iii)(E), such Holder shall
forthwith discontinue (and cause any placement or sales agent or underwriters
acting on their behalf to discontinue) the disposition of Registrable
Securities pursuant to the registration statement applicable to such Registrable
Securities until such Holder (i) shall have received copies of such
amended or supplemented Prospectus and, if so directed by the Corporation, such
Holder shall deliver to the Corporation (at the Corporation’s expense) all
copies, other than permanent file copies, then in such Holder’s possession of
the Prospectus covering such Registrable Securities at the time of receipt of
such notice or (ii) shall have received notice from the Corporation that
the disposition of Registrable Securities pursuant to the Registration may
continue.


 


(d)           The
Corporation may require each Holder of Registrable Securities as to which any
registration pursuant to Section 2(a) is being effected to furnish to
the Corporation such information regarding such Holder and such Holder’s
intended method of distribution of such Registrable Securities as the
Corporation may from time to time reasonably request in writing, but only to
the extent that such information is required in order to comply with the 1933
Act.  Each such Holder agrees to notify
the Corporation as promptly as practicable of any inaccuracy or change in
information previously furnished by such Holder to the Corporation or of the
occurrence of any event in either case as a result of which any Prospectus
relating to such registration contains or would contain an untrue statement of
a material fact regarding such Holder or such Holder’s intended method of
disposition of such Registrable Securities or omits to state any material fact
regarding such Holder or such Holder’s intended method of disposition of such
Registrable Securities required to be stated therein or necessary to make the
statements therein not misleading, and promptly to furnish to the Corporation
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 Holder or the disposition of such Registrable


 


11

















 


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.


 


(e)           The
Corporation shall comply with all applicable rules and regulations of the
SEC and make generally available to its securityholders earning statements
(which need not be audited) satisfying the provisions of Section 11(a) of
the 1933 Act and Rule 158 thereunder (or any similar rule promulgated
under the 1933 Act) no later than 45 days after the end of any 12-month period
(or 90 days after the end of any 12-month period if such period is a fiscal
year) commencing on the first day of the first fiscal quarter of the
Corporation commencing after the effective date of the Resale Registration
Statement, which statements shall cover said 12-month periods.


 


(f)            The
Corporation shall provide a CUSIP number for all Registrable Securities covered
by the Resale Registration Statement not later than the effective date of such
Resale Registration Statement and provide the Trustee for the Debentures and
the transfer agent for the Shares with printed certificates for the Registrable
Securities that are in a form eligible for deposit with the Depository with
respect thereto.


 


(g)           The
Corporation shall use its reasonable efforts to provide such information as is
required for any filings required to be made with the National Association of
Securities Dealers, Inc. (“NASD”),
The Nasdaq Stock Market, Inc. (“Nasdaq”),
and the Toronto Stock Exchange (“TSX”).


 


(h)           Until the
expiration of two years after the Closing Date, the Corporation 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 under the 1933 Act.


 


(i)            The
Corporation shall enter into such customary agreements and take all such other
necessary and lawful actions in connection therewith (including those requested
by the holders of a majority of the Registrable Securities being sold) in order
to expedite or facilitate disposition of such Registrable Securities.


 


4.             Holder’s Obligations.


 


Each
Holder agrees, by acquisition of the Registrable Securities, that no Holder of
Registrable Securities shall be entitled to sell any of such Registrable Securities
pursuant to the Resale Registration Statement or to receive a Prospectus
relating thereto, unless such Holder has furnished the Corporation with a
Notice and Questionnaire as required pursuant to Section 2(c) hereof
(including the information required to be included in such Notice and
Questionnaire) and the information set forth in the next sentence.  Each Notice Holder agrees promptly to furnish
to the Corporation all information required to be disclosed in order to make
the information previously furnished to the Corporation by such Notice Holder
not misleading and any other information regarding such Notice Holder and the
distribution of such Registrable Securities as 


 


12

















 


may be required to be disclosed
in the Resale Registration Statement under applicable law or pursuant to SEC
comments.  Each Holder further agrees not
to sell any Registrable Securities pursuant to the Resale Registration
Statement without delivering, or causing to be delivered, a Prospectus to the
purchaser thereof and, following termination of the Effectiveness Period, to
notify the Corporation, within 10 business days of request, of the amount of
Registrable Securities sold pursuant to the Resale Registration Statement and, in
the absence of a response, the Corporation may assume that all of the Holder’s
Registrable Securities were so sold.


 


5.             Registration Expenses.


 


The
Corporation agrees to bear and to pay or cause to be paid promptly upon request
being made therefor all expenses incident to the Corporation’s performance of
or compliance with this Agreement, including (a) all registration and
filing fees and expenses (including SEC, NASD, Nasdaq and TSX fees and
expenses) (b) all fees and expenses in
connection with the qualification of the Securities for offering and sale under
the State securities and Blue Sky laws referred to in Section 3(a)(iv) hereof,
including reasonable fees and disbursements of one counsel for the placement
agent or underwriters, if any, in connection with such qualifications, (c) all expenses relating to the preparation,
printing, distribution and reproduction of the Resale Registration Statement,
the related Prospectus, each amendment or supplement to each of the foregoing,
the certificates representing the Securities and all other documents relating
hereto, (d) fees and expenses of the Trustee
under the Indenture, any escrow agent or custodian, and of the registrar and
transfer agent for the Shares, (e) fees,
disbursements and expenses of counsel and independent certified public
accountants of the Corporation (including the expenses of any opinions or “cold
comfort” letters required by or incident to such performance and compliance)
and (f) reasonable fees, disbursements and
expenses of one counsel for the Holders of Registrable Securities retained in
connection with the Resale Registration Statement, as selected by the
Corporation (unless reasonably objected to by Holders of at least a majority in
aggregate principal amount of the Registrable Securities being registered), and
fees, expenses and disbursements of any other persons, including special
experts, retained by the Corporation 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 or any
placement agent therefor or underwriter thereof, the Corporation shall
reimburse such person for the full amount of the reasonable Registration
Expenses so incurred, assumed or paid promptly after receipt of a documented
request therefor.  Notwithstanding the
foregoing, the Holders of the Registrable Securities being registered shall pay
all placement agent fees and commissions and underwriting discounts and
commissions attributable to the sale of such Registrable Securities 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.


 


6.             Indemnification and Contribution.


 


(a)           The
Corporation agrees to indemnify and hold harmless each Holder of Registrable
Securities covered by any Resale Registration Statement (including the 


 


13

















 


Underwriters), the directors,
officers, employees and agents of each such Holder and each Person who controls
any such Holder within the meaning of either the 1933 Act or the 1934 Act
against any and all losses, claims, damages or liabilities, joint or several,
to which they or any of them may become subject under the 1933 Act, the 1934
Act or other Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities, or actions
in respect thereof, (including, but not limited to, any loss, claim, damage,
liability or action relating to resale of the Registrable Securities under such
Resale Registration Statement) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Resale Registration Statement as originally filed or in any amendment thereof,
or in any preliminary Prospectus or the Prospectus, or in any amendment thereof
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 the case of any
preliminary Prospectus or the Prospectus, in light of the circumstances under
which they were made), and agrees to reimburse each such indemnified party, as
incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Corporation will not be
liable in any case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Corporation by or on
behalf of any such Holder specifically for inclusion therein.  This indemnity agreement will be in addition
to any liability which the Corporation may otherwise have.


 


The Corporation also agrees to indemnify or contribute
as provided in Section 6(d) to Losses (as defined herein) of each
underwriter of Securities, registered under the Resale Registration Statement,
their directors, officers, employees or agents and each Person who controls
such underwriter on substantially the same basis as that of the indemnification
of the Underwriter and the Holders provided in this Section 6(a), and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement.


 


(b)           Each Holder
of Registrable Securities covered by the Resale Registration Statement
(including any Underwriters who holds such Registrable Securities) severally
agrees to indemnify and hold harmless the Corporation, each of its directors,
each of its officers who signs such Resale Registration Statement and each
Person who controls the Corporation within the meaning of either the 1933 Act
or the 1934 Act, to the same extent as the foregoing indemnity from the
Corporation to each such Holder, but only with reference to written information
relating to such Holder furnished to the Corporation by or on behalf of such
Holder specifically for inclusion in the documents referred to in the foregoing
indemnity.  This indemnity agreement will
be in addition to any liability which any such Holder may otherwise have.  The liability of any Holder, its director,
officers, or any person who controls such Holder under the indemnity agreement
contained in this paragraph shall be limited to an amount equal to the
aggregate proceeds received by such Person for the Registrable Securities sold
by such Person under the Resale Registration Statement.


 


14

















 


(c)           Promptly
after receipt by an indemnified party under this Section 6 of notice of
the commencement of any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party under this
Section, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve
it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in
the forfeiture by the indemnifying party of substantial rights and defenses;
and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation
provided in paragraph (a) or (b) above.  The indemnifying party shall be entitled to
appoint counsel of the indemnifying party’s choice at the indemnifying party’s
expense to represent the indemnified party in any action for which
indemnification is sought (in which case the indemnifying party shall not
thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party.  Notwithstanding the indemnifying party’s
election to appoint counsel to represent the indemnified party in an action,
the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable
fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party
would present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to
those available to the indemnifying party; (iii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the
institution of such action; or (iv) the indemnifying party shall authorize
the indemnified party to employ separate counsel at the expense of the
indemnifying party.  An indemnifying
party will not, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.


 


(d)           If
the indemnification provided for in this Section 6 shall for any reason be
unavailable or insufficient to hold harmless an indemnified party under Section 6(a) or
6(b) in respect of any loss, claim, damage or liability (or action in
respect thereof) referred to therein, each indemnifying party shall, in lieu of
indemnifying such indemnified party (or, in the case of insufficiency, in
addition to such indemnification), contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability (or
action in respect thereof):


 


(i)                                     in
such proportion as is appropriate to reflect the relative benefits received by
the Company from the offering and sale of the Registrable Securities on the one
hand 


 


15

















 


and a
Holder with respect to the sale by such Holder of such Registrable Securities
on the other; or


 


(ii)                                  if
the allocation provided by Section (6)(d)(i) is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in Section 6(d)(i) but also the relative
fault of the Company on the one hand and the Holders on the other in connection
with the statements or omissions or alleged statements or alleged omissions
that resulted in such loss, claim, damage or liability (or action in respect
thereof), as well as any other relevant equitable considerations.


 


The relative benefits received by the Company on the
one hand and a Holder on the other with respect to such offering and such sale
shall be deemed to be in the same proportion as the aggregate net proceeds from
the offering of the Debentures purchased under the Underwriting Agreement
(before deducting expenses) received by the Company, on the one hand, bear to
the aggregate proceeds received by such Holder with respect to its sale of
Registrable Securities on the other. The relative fault of the parties shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company on the one
hand or the Holders on the other hand, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties agree that it would not be just and
equitable if the amount of contribution pursuant to this Section 6(d) were
determined by pro rata allocation (even if the Holders or the Company, as the
case may be, were treated as one entity for such purpose) or by any other
method of allocation that does not take into account the equitable
considerations referred to above in the first sentence of this paragraph.  The amount paid or payable by an indemnified
party as a result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 6 shall be deemed to include,
for purposes of this Section 6, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or
defending or preparing to defend any such action or claim.  The
liability of any Holder, its director, officers, or any person who controls
such Holder under the contribution agreement contained in this paragraph shall
be limited to an amount equal to the aggregate proceeds received by such Person
for the Registrable Securities sold by such Person under the Resale
Registration Statement.


 


Notwithstanding the
provisions of this paragraph (d), no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any Person who was not guilty of
such fraudulent misrepresentation.  For
purposes of this Section, each Person who controls a Holder within the meaning
of either the 1933 Act or the 1934 Act and each director, officer, employee and
agent of such Holder shall have the same rights to contribution as such Holder,
and each Person who controls the Corporation within the meaning of either the
1933 Act or the 1934 Act, each officer of the Corporation who shall have signed
the Resale Registration Statement and each director of the Corporation shall
have the same rights to contribution as the Corporation, subject in each case
to 


 


16

















 


the applicable terms and
conditions of this paragraph (d).  The Holder’s
obligation to contribute as provided in this Section 6(d) are several
and not joint.


 


(f)            The
provisions of this Section will remain in full force and effect,
regardless of any investigation made by or on behalf of the Underwriters, any
Holder or the Corporation or any of the officers, directors or controlling
Persons referred to in this Section hereof, and will survive the sale by a
Holder of securities covered by the Resale Registration Statement.


 


7.             Rule 144.


 


The Corporation covenants
to the Holders of Registrable Securities that the Corporation shall use its
reasonable efforts to timely file the reports required to be filed by it under
the 1934 Act or the 1933 Act (including the reports under Section 13 and
15(d) of the 1934 Act referred to in subparagraph (c)(1) of Rule 144
adopted by the SEC under the 1933 Act) and the rules and regulations
adopted by the SEC thereunder, all to the extent required from time to time to
enable such Holder to sell Registrable Securities without registration under
the 1933 Act within the limitations of the exemption provided by Rule 144
under the 1933 Act, as such Rule may be amended from time to time, or any
similar or successor rule or regulation hereafter adopted by the SEC.  Upon the request of any Holder of Registrable
Securities in connection with that Holder’s sale pursuant to Rule 144, the
Corporation shall deliver to such Holder a written statement as to whether it
has complied with such requirements.


 


8.             Miscellaneous.


 


(a)           Entire
Agreement; Amendments.  This
Agreement and the other writings referred to herein (including the Indenture)
or delivered pursuant hereto which form a part hereof contain the entire
understanding of the parties and supersede 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 Corporation and the Holders of at least
a majority of the Shares constituting Registrable Securities (with Holders of
outstanding Debentures deemed to be the Holders, for the purposes of this
Section, of the number of outstanding Shares into which such Debentures are or
would be convertible as of the date on which such consent is requested) at the
time outstanding (the “Majority Holders”), provided, however, that with
respect to any matter that directly or indirectly adversely affects the rights
of any Underwriter hereunder the Company or such Majority Holders shall obtain
the written consent of each such Underwriter against which such amended,
qualification, supplement, waiver or consent is to be effective.  Notwithstanding the foregoing (except the
foregoing proviso), a waiver or consent to depart from the provisions hereof,
with respect to a matter relating exclusively to the rights of Holders of
Registrable Securities being sold pursuant to a Resale Registration Statement,
which does not directly or indirectly adversely affect the rights of other
Holders, may be given by the Holders of at least a majority of the Shares
constituting such Registrable Securities determined on the basis of the number
of Shares being sold, rather than the aggregate number of Shares registered
under such Resale Registration


 


17

















 


Statement.  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 8(a), whether or not any notice, writing
or marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such Holder.


 


(b)           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
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 Corporation, to it at 45 Hazelton Avenue, Toronto, Ontario,
Canada M5R 2E3, Attention:  General
Counsel;


 


If to the Underwriters, to the address set forth in the Underwriting
Agreement;


 


and if to a Holder, to the address of such Holder set forth in the
security register, the Notice and Questionnaire or other records of the
Corporation or to such other address as the Corporation 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.


 


(c)           Successors.  This Agreement shall be binding upon, shall
inure to the benefit of and shall be enforceable by the respective successors
and assigns of the parties hereto.  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 party hereto 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 and to perform, all of the
applicable terms and provisions of this Agreement, and may specifically enforce
the provisions of this Agreement as if an original party hereto.


 


(d)           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, any agent or underwriter or any director, officer or
partner thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Securities pursuant to the
Underwriting Agreement and the transfer and registration of Registrable
Securities by such Holder.


 


(e)           APPLICABLE LAW.  THIS REGISTRATION RIGHTS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.


 


18

















 


(f)            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.


 


(g)           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.


 


(h)           Agent for Service, Submission to Jurisdiction. The Company irrevocably consents and agrees that any legal
action, suit or proceeding against it with respect to its obligations, liabilities
or any other matter arising out of or based on this Agreement may be brought in
any United States federal or state court in the State of New York, County of
New York.


 


The Company designates,
appoints, and empowers MDC Partners Inc., 375 Hudson Street, New York, NY,
10014 (telephone: (212) 463-2777), as its designee, appointee and agent to
receive and accept for and on its behalf, and its properties, assets and
revenues, service of any and all legal process, summons, notices and documents
that may be served in any action, suit or proceeding brought against the
Company in any such United States federal or state court with respect to its
obligations, liabilities or any other matter arising out of or in connection
with this Agreement and that may be made on such designee, appointee and agent
in accordance with legal procedures prescribed for such courts.  If for any reason such designee, appointee
and agent hereunder shall cease to be available to act as such, the Company
agrees to designate a new designee, appointee and agent in The City of New York
on the terms and for the purposes of this Section 8(h) reasonably
satisfactory to the Majority Holders. 
The Company further hereby irrevocably consents and agrees to the
service of any and all legal process, summons, notices and documents in any
such action, suit or proceeding against the Company by serving a copy thereof
upon the relevant agent for service of process referred to in this Section 8(h) (whether
or not the appointment of such agent shall for any reason prove to be
ineffective or such agent shall accept or acknowledge such service).  The Company agrees that the failure of any
such designee, appointee and agent to give any notice of such service to them
shall not impair or affect in any way the validity of such service or any
judgment rendered in any action or proceeding based thereon.


 


(i)            Debentures
held by the Company or their Affiliates.  Whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder, the
Registrable Securities held by the Company or its Affiliates (other than
subsequent Holders that  are deemed to be
Affiliates solely by reason of their holding such Debentures) shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage. 


 


19

















 


Agreed
to and accepted as of the date referred to above.


 


 


	
   

  	
    Very truly yours,

  
	
   

  	
   

  
	
   

  	
  MDC
  PARTNERS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


20

















 


	
  SCOTIA CAPITAL INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  CIBC WORLD MARKETS INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  TD SECURITIES INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  GMP SECURITIES LTD.

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


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