[Form,
      Nov. 2007]

    


    RESTRICTED
      STOCK GRANT AGREEMENT 

     

    THIS
      AGREEMENT,
      made as
      of November __, 2007 (the “Grant
      Date”),
      between MDC Partners Inc. (the “Corporation”), and [Executive] (the
“Grantee”).

    


    WHEREAS,
      the Corporation has adopted the 2005 Stock Incentive Plan (the “Plan”)
      for
      the purpose of providing employees
      and consultants of the Corporation and eligible non-employee
      directors
      of the
      Corporation’s Board of Directors a proprietary interest in pursuing the
      long-term growth, profitability and financial success of the Corporation (except
      as otherwise expressly set forth herein, the capitalized terms used in this
      Agreement shall have the same definitions set forth in the Plan).

    


    WHEREAS,
      pursuant to the Plan, the Human Resources & Compensation Committee (the
“Committee”)
      of the
      Board of Directors has determined to grant an Other Stock-Based Award to the
      Grantee in the form of restricted shares of Class A subordinate voting stock
      of
      the Corporation (“Restricted
      Stock”),
      subject to the terms, conditions and limitations provided herein and in the
      Plan;

    


    NOW,
      THEREFORE, the parties hereto agree as follows:

    


    1.     Grant
      of Restricted Stock.

    


    1.1     The
      Corporation hereby grants to the Grantee, on the terms and conditions set forth
      in this Agreement, the number of shares of Restricted Stock set forth under
      the
      Grantee's name on the signature page hereto. 

    


    1.2     The
      Grantee's
      rights with respect to all the shares of Restricted Stock shall remain
      forfeitable at all times prior to the Vesting Date (as defined
      below).

    


    1.3     This
      Agreement shall be construed in accordance with, and subject to, the terms
      of
      the Plan (the provisions of which are incorporated herein by
      reference).

    


    2.     Rights
      of Grantee.

    


    Except
      as
      otherwise provided in this Agreement, the Grantee shall be entitled, at all
      times on and after the Grant Date, to exercise all rights of a shareholder
      with
      respect to the shares of Restricted Stock (whether or not the restrictions
      thereon shall have lapsed), other than with respect to those shares of
      Restricted Stock which have been forfeited pursuant to Section 3.2 hereof,
      including the right to vote the shares of Restricted Stock and, subject to
      Section 5 hereof, the right to receive dividends thereon. Prior to the Vesting
      Date, the Grantee shall not be entitled to transfer, sell, pledge, hypothecate
      or assign any shares of Restricted Stock (the “Initial
      Transfer Restrictions”).
      Subsequent to the Vesting Date, the Grantee may only transfer, sell, pledge,
      hypothecate or assign any shares of Restricted Stock in accordance with Section
      3.3 of this Agreement (the “Stock
      Ownership Transfer Restrictions”).

    


    
      
        
        

      

      
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    3.     Vesting;
      Lapse of Restrictions; Restrictions on Transfer.

    


    3.1     The
      Initial
      Transfer Restrictions with respect to all the shares of Restricted Stock granted
      under this Agreement shall lapse on the third (3rd) anniversary of the Grant
      Date (the “Vesting
      Date”),
      provided the Grantee continues to be serving as an Executive of the Corporation
      until such Vesting Date; provided,
      further,
      that
      the Initial Transfer Restrictions with respect to all the shares of Restricted
      Stock shall lapse, if sooner, on the date of any one of the following
“Permitted
      Acceleration Events”:
      (i)
      the occurrence of a Change in Control (as defined in the Plan); (ii) the
      Grantee’s employment is terminated by the Corporation, other than for cause for
“cause” or “good reason” (as such term is defined in the Grantee’s underlying
      employment agreement); or (iii) the Grantee’s death or disability. In no event
      shall the Grantee be vested or otherwise entitled to more than one hundred
      percent (100%) of the shares of Restricted Stock granted pursuant to section
      1.1
      above.

    


    3.2     Notwithstanding
      anything in this Agreement to the contrary, upon the resignation or termination
      of Grantee as an executive of the Corporation for cause (other than due to
      a
      Permitted Acceleration Event), all shares of Restricted Stock in respect of
      which the Initial Transfer Restrictions have not previously lapsed in accordance
      with Section 3.1 hereof shall be forfeited and automatically transferred to
      and
      reacquired by the Corporation at no cost to the Corporation, and neither the
      Grantee nor any heirs, executors, administrators or successors of such Grantee
      shall thereafter have any right or interest in such shares of Restricted
      Stock.

    


    3.3     The
      Grantee may not at any time prior to the Vesting Date, transfer, sell, pledge,
      hypothecate or assign any shares of Restricted Stock. From and after the Vesting
      Date, the Grantee may not transfer, sell, pledge, hypothecate or assign any
      shares of Restricted Stock unless the Committee determines, with the advice
      of
      the General Counsel and/or Chief Financial Officer of the Corporation, that
      Grantee has satisfied the Corporation’s Stock
      Ownership Guidelines,
      as in
      effect from time to time, and any transfer, sale, pledge, hypothecation or
      assignment of any such shares of Restricted Stock would not cause Grantee to
      fail to satisfy such Stock Ownership Guidelines. Notwithstanding the foregoing
      Stock Ownership Transfer Restrictions, the Grantee will be permitted to sell
      a
      sufficient number of shares of Restricted Stock to satisfy his applicable income
      tax liability in connection with the lapse of the Initial Transfer Restrictions
      on a Vesting Date. 

    


    4.     Escrow
      and Delivery of Shares.

    


    4.1     Certificates
      (or an electronic "book entry" on the books of the Corporation's stock transfer
      agent) representing the shares of Restricted Stock shall be issued and held
      by
      the Corporation (or its stock transfer agent) in escrow (together with any
      stock
      transfer powers which the Corporation may request of Grantee) and shall remain
      in the custody of the Corporation (or its stock transfer agent) until (i) their
      delivery to the Grantee as set forth in Section 4.2 hereof, or (ii) their
      forfeiture and transfer to the Corporation as set forth in Section 3.2 hereof.
      The appointment of an independent escrow agent shall not be
      required.

    


    4.2     (a)      Certificates
      (or an electronic "book entry") representing those shares of Restricted Stock
      in
      respect of which the Initial Transfer Restrictions have lapsed pursuant to
      Section 3.1 hereof and that may be transferred by the Grantee following
      satisfaction of the Stock Ownership Transfer Restrictions in accordance with
      the
      provisions of Section 3.3 hereof, shall be delivered to the Grantee as soon
      as
      practicable following the written request of the Grantee.

    


       
      (b)     The
      Grantee, or the executors or administrators of the Grantee's estate, as the
      case
      may be, may receive, hold, sell or otherwise dispose of those shares of
      Restricted Stock delivered to him or her pursuant to this Section 4.2 free
      and
      clear of the Initial Transfer Restrictions, but subject to compliance with
      the
      Stock Ownership Transfer Restrictions and all applicable federal and state
      securities laws. 

    


    
      
        
        

      

      
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    4.3      (a)      Each
      stock certificate issued pursuant to Section 4.1 shall bear a legend in
      substantially the following form: 

    


    THIS
      CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS
      AND CONDITIONS APPLICABLE TO RESTRICTED STOCK CONTAINED IN THE 2005 STOCK
      INCENTIVE PLAN (THE "PLAN") AND A RESTRICTED STOCK AGREEMENT (THE "AGREEMENT")
      BETWEEN THE CORPORATION AND THE REGISTERED OWNER OF THE SHARES REPRESENTED
      HEREBY. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE
      WITH THE PROVISIONS OF THE PLAN(S) AND THE AGREEMENT, COPIES OF WHICH ARE ON
      FILE IN THE OFFICE OF THE SECRETARY OF THE CORPORATION.

    


      
      (b)      As
      soon as
      practicable following a Vesting Date, the Corporation shall issue a new
      certificate (or electronic "book entry") for shares of the Restricted Stock
      which have become non-forfeitable in relation to such Vesting Date, which new
      certificate (or electronic "book entry") shall not bear the legend set forth
      in
      paragraph (a) of this Section 4.3 and shall be delivered in accordance with
      Section 4.2 hereof.

    


    5.     Dividends.
      All
      dividends declared and paid by the Corporation on shares of Restricted Stock
      shall be deferred until the lapsing of the Transfer Restrictions pursuant to
      Section 3.1. The deferred dividends shall be held by the Corporation for the
      account of the Grantee until the Vesting Date, at which time the dividends,
      with
      no interest thereon, shall be paid to the Grantee or her/his estate, as the
      case
      may be. Upon the forfeiture of the shares of Restricted Stock pursuant to
      Section 3.2, any deferred dividends shall also be forfeited to the Corporation.
      

    


    6.     No
      Right to Continued Retention.
      Nothing
      in this Agreement or the Plan shall be interpreted or construed to confer upon
      the Grantee any right with respect to continuance as an Executive.

    


    7.     Adjustments
      Upon Change in Capitalization.
      If, by
      operation of Section 10 of the Plan, the Grantee shall be entitled to new,
      additional or different shares of stock or securities of the Corporation or
      any
      successor corporation or entity or other property, such new, additional or
      different shares or other property shall thereupon be subject to all of the
      conditions and restrictions which were applicable to the shares of Restricted
      Stock immediately prior to the event and/or transaction that gave rise to the
      operation of Section 10 of the Plan.

    


    8.     Modification
      of Agreement.
      Except
      as set forth in the Plan and herein, this Agreement may be modified, amended,
      suspended or terminated, and any terms or conditions may be waived, but only
      by
      a written instrument executed by the parties hereto. 

    


    9.     Severability.
      Should
      any provision of this Agreement be held by a court of competent jurisdiction
      to
      be unenforceable or invalid for any reason, the remaining provisions of this
      Agreement shall not be affected by such holding and shall continue in full
      force
      and effect in accordance with their terms. 

    


    
      
        
        

      

      
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    10.     Governing
      Law.
      The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by the laws of the State of New York without regard to its conflict
      of laws principle, except to the extent that the application of New York law
      would result in a violation of the Canadian Business Corporation
      Act.

    


    


    11.     Successors
      in Interest.
      This
      Agreement shall inure to the benefit of and be binding upon any successor to
      the
      Corporation. This Agreement shall inure to the benefit of the Grantee's heirs,
      executors, administrators and successors. All obligations imposed upon the
      Grantee and all rights granted to the Corporation under this Agreement shall
      be
      binding upon the Grantee's heirs, executors, administrators and successors.
      

     

    MDC
      PARTNERS INC.

    


    


    By:________________________________________________      

    Name:
      Mitchell Gendel  

    Title:
      General Counsel 

    


    MDC
      PARTNERS INC.

    


    By:________________________________________________


    Name:
      Michael Sabatino 

    Title:
      Chief Accounting Officer

    


    


    


    GRANTEE:

     

    By:________________________________________________

    Name:
      [Executive]

    


    
 

    Number
      of
      Shares of Restricted 

    Stock
      Hereby Granted: _____ 

     

     

     

    
      
         

      

      
        
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