Exhibit 10.2


 


NINTH AMENDMENT TO CREDIT AGREEMENT


 


THIS NINTH AMENDMENT
TO CREDIT AGREEMENT (this "Amendment"), with an effective date of March 27, 2012, is by and among the Lenders
party hereto, WELLS FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill, LLC, a Delaware limited liability company,
as the agent for the Lenders (in such capacity, "Agent"), MDC PARTNERS INC., a Canadian corporation ("Parent"),
Maxxcom Inc.,
a Delaware corporation ("Borrower"), and each of the Subsidiaries of Parent identified on the signature pages
hereof (together with Parent and Borrower, the "Loan Parties").


 


WHEREAS, Parent, Borrower,
the other Loan Parties, Agent, and Lenders are parties to that certain Credit Agreement dated as of October 23, 2009 (as amended,
modified or supplemented from time to time, the "Credit Agreement");


 


WHEREAS, Borrower, Agent
and the Lenders have agreed to amend and modify the Credit Agreement as provided herein, in each case subject to the terms and
provisions hereof.


 


NOW THEREFORE, in consideration
of the premises and mutual agreements herein contained, the parties hereto agree as follows:


 


Defined Terms.
Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement.


 


Amendments
to Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 4 below and in reliance upon
the representations and warranties of the Loan Parties set forth in Section 5 below, the Credit Agreement is hereby amended
as follows:


 


Section 4.11 of
the Credit Agreement is hereby amended and restated in its entirety as follows:


 


4.11         Employee
Benefits.


 


(a)          Except
as set forth on Schedule 4.11(a), no Loan Party, none of its Subsidiaries, nor any of their respective ERISA Affiliates
maintains or contributes to any Benefit Plan;


 


(b)          Each
Loan Party and each of the ERISA Affiliates has operated each Benefit Plan in compliance in all material respects with ERISA, the
IRC and all applicable laws regarding each Benefit Plan;


 


(c)          Each
Loan Party has performed all obligations required to be performed by it under, and is not in default under or in violation of the
terms of each Benefit Plan;


 


(d)          Each
Benefit Plan that is intended to qualify under Section 401(a) of the IRC has received a favorable determination letter from the
Internal Revenue Service or an application for such letter is currently being processed by the Internal Revenue Service. To the
best knowledge of each Loan Party and the ERISA Affiliates after due inquiry, nothing has occurred which would prevent, or cause
the loss of, such qualification;


 



    	 



    	 



    

 


(e)          No
material liability to the PBGC (other than for the payment of current premiums which are not past due) by any Loan Party or ERISA
Affiliate has been incurred or is expected by any Loan Party or ERISA Affiliate to be incurred with respect to any Benefit Plan;


 


(f)          Except
as set forth in Schedule 4.11(f), no Notification Event exists or has occurred in the past five (5) years;


 


(g)          No
Loan Party or ERISA Affiliate sponsors, maintains, or contributes to any Benefit Plan, including, without limitation, any such
plan maintained to provide benefits to former employees of such entities that may not be terminated by any Loan Party or ERISA
Affiliate in its sole discretion at any time;


 


(h)          No
Loan Party or ERISA Affiliate has provided any security under Section 436 of the IRC at any time during the past six (6) years;


 


(i)          Except
as set forth in Schedule 4.11, as of the Closing Date, overtime pay, vacation pay, premiums for unemployment insurance,
health and welfare insurance premiums, accrued wages, salaries and commissions, severance pay and employee benefit plan payments
have been fully paid by each Canadian Loan Party as they have become due in the normal course or, in the case of accrued unpaid
overtime pay or accrued unpaid vacation pay for Canadian Employees, has been accurately accounted for in the books and records
of each Canadian Loan Party or has been reported pursuant to the collateral reporting obligation pursuant to Section 5.2;


 


(j)          No
improvements to any Canadian Pension Plan or Canadian Employee Plan have been promised, except such improvements as, as of the
Closing Date, are disclosed on, Schedule 4.11;


 


(k)          No
Canadian Loan Party, as of the Closing Date, provides a Canadian Pension Plan to any Canadian Employees or other retirement plan
or other non-pension benefits to retired Canadian Employees or to beneficiaries or dependents of retired Canadian Employees, except
as disclosed on Schedule 4.11;


 


(l)          The
Canadian Loan Parties have administered any Canadian Pension Plans and the Canadian Employee Plans in accordance with their terms
and with applicable law, as of the Closing Date, except where any default could not reasonably be expected to result in a Material
Adverse Change to a Canadian Loan Party.


 



    	 



    	 



    

 


(m)          Except
as disclosed in Schedule 4.11:


 


(i)         No
Canadian Loan Party is, as of the Closing Date, (i) a party to any collective bargaining agreement, contract or legally binding
commitment to any trade union or employee organization or group in respect of or affecting Canadian Employees or (ii) currently
the subject of any union reorganization effort or any labor negotiation; and


 


(ii)         There
is no complaint, inquiry or other investigation by any regulatory or other administrative authority or agency with regard to or
in relation to any Canadian Employee or the termination of any Canadian Employee.


 


(n)          All
contributions, assessments, premiums, fees, taxes, penalties or fines in relation to the Canadian Employees have, as of the Closing
Date, been duly paid and there is no outstanding liability of any kind in relation to the employment of the Canadian Employees
or the termination of employment of any Canadian Employee; and


 


(o)          Each
Canadian Loan Party is, as of the Closing Date, in compliance with all requirements of Canadian Employee Benefits Legislation and
health and safety, workers compensation, employment standards, labor relations, health insurance, employment insurance, protection
of personal information, human rights laws and any Canadian federal, provincial or local counterparts or equivalents in each case,
as applicable to the Canadian Employees and as amended from time to time.


 


Section 5 of the
Credit Agreement is hereby amended to insert the following Subsection 5.18 at the end thereof:


 


5.18
Compliance with ERISA and the IRC.


 


In addition
to and without limiting the generality of Section 5.8, (a) comply in all material respects with applicable provisions
of ERISA and the IRC with respect to all Benefit Plans, (b) without the prior written consent of Agent and the Required Lenders,
not take any action or fail to take action the result of which could result in a Loan Party or ERISA Affiliate incurring a liability
to the PBGC, to a Benefit Plan or to any other Governmental Authority with respect to any Benefit Plan (other than to pay contributions
or premiums payable in the ordinary course) that could reasonably be expected to result in a Material Adverse Change, (c) 
not participate in any prohibited transaction that could result in other than a de minimis civil penalty excise tax, fiduciary
liability or correction obligation under ERISA or the IRC, (d) operate each Benefit Plan in such a manner that will not incur
any material tax liability under the IRC (including Section 4980B of the IRC), and (e) furnish to Agent upon Agent's written
request such additional information about any Benefit Plan for which any Loan Party or ERISA Affiliate could reasonably expect
to incur any material liability. With respect to each Benefit Plan, except as could not reasonably be expected to result in material
liability to the Loan Parties, the Loan Parties and the ERISA Affiliates shall (i) satisfy in full and in a timely manner,
without incurring any material late payment or underpayment charge or penalty and without giving rise to any Lien, all of the contribution
and funding requirements of the IRC and of ERISA, and (ii) pay, or cause to be paid, to the PBGC in a timely manner, without
incurring any material late payment or underpayment charge or penalty, all premiums required pursuant to ERISA.


 



    	 



    	 



    

 


Section 6 of the
Credit Agreement is hereby amended to insert the following Subsection 6.15 at the end thereof:


 


6.15
Employee Benefits.


 


(a)          Terminate,
or permit any ERISA Affiliate to terminate, any Benefit in a manner, or take any other action with respect to any Plan, which could
reasonably be expected to result in any material liability of any Loan Party or ERISA Affiliate to the PBGC.


 


(b)          Fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the provisions
of any Benefit Plan, agreement relating thereto or applicable Law, any Loan Party or ERISA Affiliate is required to pay if such
failure could reasonably be expected to result in a Material Adverse Change.


 


(c)          Fail
to meet, or allow any ERISA Affiliate to fail to meet, the minimum funding standard within the meaning of Section 302 of ERISA
or section 412 of the IRC, whether or not waived, with respect to any Plan, which such failure could reasonably be expected to
result in a Material Adverse Change.


 


(d)          Contribute
to or assume an obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation to contribute
to, any Benefit Plan not set forth on Schedule 4.11(a).


 


(e)          Amend,
or permit any ERISA Affiliate to amend, a Benefit Plan resulting in a material increase in current liability such that a Loan Party
or ERISA Affiliate is required to provide security to such Benefit Plan under Section 436(f) or Chapter 64 of the IRC.


 


Section 8 of the
Credit Agreement is hereby amended to insert the following Subsection 8.12 at the end thereof:


 


8.12
If any of the following events occurs: (a) any Loan Party or ERISA Affiliate fails to make full payment when due of all amounts
which any Loan Party or ERISA Affiliate is required to pay as contributions, installments, or otherwise to or with respect to a
Benefit Plan and such failure could reasonably be expected to result in liability in excess of $4,000,000 in any fiscal year or
result in the imposition of a Lien on the property of any Loan Party, (b) a Notification Event, which could reasonably be
expected to result in liability in excess of $4,000,000 in any Fiscal Year, either individually or in the aggregate or result in
the imposition of a Lien on the property of any Loan Party, or (c) any Loan Party or ERISA Affiliate completely or partially
withdraws from one or more Benefit Plans and incurs Withdrawal Liability in excess of $4,000,000 in the aggregate, or fails to
make any Withdrawal Liability payment when due.


 



    	 



    	 



    

 


Schedule 1.1 to
the Credit Agreement is hereby amended to insert the following definitions of "PBGC", "Notification Event"
and "Withdrawal Liability" in the proper order alphabetically:


 


"PBGC"
means the Pension Benefit Guaranty Corporation or any successor agency.


 


"Notification
Event" means (a) the occurrence of a "reportable event" described in Section 4043 of ERISA for which the
30-day notice requirement has not been waived by applicable regulations issued by the PBGC, (b) the withdrawal of any Loan
Party or ERISA Affiliate from a Benefit Plan during a plan year in which it was a "substantial employer" as defined in
Section 4001(a)(2) of ERISA, (c) the termination of a Benefit Plan, the filing of a notice of intent to terminate a Benefit
Plan or the treatment of a Benefit Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient
to pay all plan liabilities and such termination could reasonably be expected to give rise to material liabilities, (d) the
institution of proceedings to terminate, or the appointment of a trustee with respect to, any Benefit Plan by the PBGC or any Benefit
Plan administrator, (e) any other event or condition that would constitute grounds under Section 4042(a) of ERISA for the
termination of, or the appointment of a trustee to administer, any Benefit Plan, (f) the imposition of a Lien pursuant to
the IRC or ERISA in connection with any Benefit Plan or the existence of any facts or circumstances that could reasonably be expected
to result in the imposition of a Lien, (g) the partial or complete withdrawal of any Loan Party or ERISA Affiliate from a
Benefit Plan (other than any withdrawal that would not constitute an Event of Default under Section 8.12), (h) any
event or condition that results in the reorganization or insolvency of a Benefit Plan under ERISA, (i) any event or condition
that results in the termination of a Benefit Plan under Section 4041A of ERISA or the appointment of a trustee to administer a
Benefit Plan, (j) any Benefit Plan being in "at risk status" within the meaning of IRC Section 430(i), (k) any
Benefit being in "endangered status" or "critical status" within the meaning of IRC Section 432(b) or the formal
determination that any Benefit Plan is or is expected to be insolvent or in reorganization within the meaning of Title IV of ERISA,
(l) with respect to any Benefit Plan, the imposition of liability on any Loan Party or ERISA Affiliate as a result of incurring
a substantial cessation of operations within the meaning of ERISA Section 4062(e), (m) the failure to make by its due date
a required payment or contribution with respect to any Benefit Plan, (n) any event that results in or could reasonably be
expected to result in a material liability by a Loan Party pursuant to Title I of ERISA or the excise tax provisions of the IRC
relating to Benefit Plans or any event that results in or could reasonably be expected to result in a material liability to any
Loan Party or ERISA Affiliate pursuant to Title IV of ERISA or the IRC, or (o) to the knowledge of any Loan Party or ERISA
Affiliate, any of the foregoing is reasonably likely to occur in the following 30 days and the applicable Loan Party or ERISA Affiliate
has no reasonable intention of preventing, or ability to prevent, such Notification Event from occurring.


 



    	 



    	 



    

 


"Withdrawal
Liability" means liability with respect to a Benefit Plan that is considered a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA as a result of a complete or partial withdrawal from such Benefit Plan, as such terms are defined
in Part I of Subtitle E of Title IV of ERISA.


 


The Schedules
to the Credit Agreement are hereby amended by inserting the attached Exhibit A as Schedule 4.11(a).


 


Ratification;
Other Acknowledgments. This Amendment, subject to satisfaction of the conditions provided below, shall constitute an amendment
to the Credit Agreement and all of the Loan Documents as appropriate to express the agreements contained herein. The Credit Agreement
and the Loan Documents shall remain unchanged and in full force and effect in accordance with their original terms.


 


Conditions
to Effectiveness. This Amendment shall become effective as of the date hereof and upon the satisfaction of the following conditions
precedent:


 


Agent shall
have received a fully executed copy of this Amendment; and


 


No Default
or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Amendment.


 


Representations
and Warranties. In order to induce Agent and Lenders to enter into this Amendment, each Loan Party hereby represents and warrants
to Agent and Lenders, after giving effect to this Amendment:


 


All representations
and warranties contained in the Credit Agreement (as amended by this Amendment) and the other Loan Documents are true and correct
on and as of the date of this Amendment, in each case as if then made, other than representations and warranties that expressly
relate solely to an earlier date (in which case such representations and warranties were true and correct on and as of such earlier
date);


 


No Default
or Event of Default has occurred and is continuing; and


 


the execution,
delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of such Loan
Party.


 


Miscellaneous.


 


Expenses.
Borrower agrees to pay on demand all costs and expenses of Agent (including the reasonable fees and expenses of outside counsel
for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other
instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations
provided herein shall survive any termination of this Amendment and the Credit Agreement as amended hereby.


 



    	 



    	 



    

 


Governing
Law. This Amendment shall be a contract made under and governed by the internal laws of the State of New York.


 


Counterparts.
This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and
each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.


 


Release.


 


In consideration
of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives,
hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors
and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers,
attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred
to collectively as the "Releasees" and individually as a "Releasee"), of and from all demands,
actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings,
damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually,
a "Claim" and collectively, "Claims") of every name and nature, known or unknown, suspected or
unsuspected, both at law and in equity, which such Loan Party or any of its respective successors, assigns, or other legal representatives
may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance,
action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without
limitation, for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the
other Loan Documents or transactions thereunder or related thereto.


 


Each Loan Party
understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be
used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted
in breach of the provisions of such release.


 


Each Loan Party
agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered
shall affect in any manner the final, absolute and unconditional nature of the release set forth above.


 


[Signature Page Follows]


 



    	 



    	 



    

 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as
of the effective date first above written.


 


	 	MDC PARTNERS INC., a federal company
	 	organized under the laws of Canada
	 	 	 
	 	By:	 
	 	Name:	Mitchell Gendel
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	Michael Sabatino
	 	Title:	Authorized Signatory
	 	 	 
	 	MAXXCOM INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	 
	 	Name:	Mitchell Gendel
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	Michael Sabatino
	 	Title:	Authorized Signatory


 


Signature Pages to Ninth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	72ANDSUNNY PARTNERS, LLC.
	 	a Delaware limited liability company
	 	 
	 	Accent Marketing Services, L.L.C.,
	 	a Delaware limited liability company
	 	 
	 	Adrenalina LLC,
	 	a Delaware limited liability company
	 	 
	 	ANOMALY PARTNERS LLC,
	 	a Delaware limited liability company
	 	 
	 	ALLISON & PARTNERS LLC,
	 	a Delaware limited liability company
	 	 
	 	Attention Partners LLC,
	 	a Delaware limited liability company
	 	 
	 	Bruce Mau Design (USA) LLC,
	 	a Delaware limited liability company
	 	 
	 	Colle & McVoy LLC,
	 	a Delaware limited liability company
	 	 
	 	Colle & McVoy, Inc.,
	 	a Minnesota corporation
	 	 
	 	COMMUNIFX PARTNERS LLC,
	 	a Delaware limited liability company
	 	 
	 	Company C Communications, Inc.,
	 	a Delaware corporation
	 	 
	 	Company C CommunIcations LLC,
	 	a Delaware limited liability company
	 	 
	 	CONCENTRIC PARTNERS LLC,
	 	a Delaware limited liability company
	 	 
	 	Crispin Porter & Bogusky LLC,
	 	a Delaware limited liability company
	 	 
	 	Dotglu LLC,
	 	a Delaware limited liability company


 


Signature Pages to Ninth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	EXPECTING PRODUCTIONS, LLC,
	 	a California limited liability company
	 	By: Hudson and Sunset Media, LLC, its sole member
	 	 
	 	GUARDIANT WARRANTY, LLC,
	 	a Delaware limited liability company
	 	 
	 	Hello Design, LLC,
	 	a California limited liability company
	 	 
	 	HL Group Partners LLC,
	 	a Delaware limited liability company
	 	 
	 	HUDSON AND SUNSET MEDIA, LLC
	 	(formerly known as Shout Media LLC),
	 	a California limited liability company
	 	 
	 	HW ACQUISITION LLC,
	 	a Delaware limited liability company
	 	 
	 	INTEGRATED MEDIA SOLUTIONS PARTNERS LLC,
	 	a Delaware limited liability company
	 	 
	 	KBP Holdings LLC,
	 	a Delaware limited liability company
	 	 
	 	kbs+p atlanta LLC
	 	(formerly known as Fletcher Martin LLC),
	 	a Delaware limited liability company
	 	 
	 	Kirshenbaum Bond Senecal & Partners LLC
	 	(formerly known as Kirshenbaum Bond & Partners LLC),
	 	a Delaware limited liability company
	 	 
	 	Kirshenbaum Bond & Partners West LLC,
	 	a Delaware limited liability company
	 	 
	 	KWITTKEN PR LLC,
	 	a Delaware limited liability company
	 	 
	 	LAIRD + PARTNERS NEW YORK LLC,
	 	a Delaware limited liability company
	 	 
	 	Margeotes Fertitta Powell LLC,
	 	a Delaware limited liability company


 


Signature Pages to Ninth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	Maxxcom (USA) Finance Company,
	 	a Delaware corporation
	 	 
	 	Maxxcom (USA) Holdings Inc.,
	 	a Delaware corporation
	 	 
	 	MDC Acquisition Inc.,
	 	a Delaware Corporation
	 	 
	 	MDC Corporate (US) Inc.,
	 	a Delaware corporation
	 	 
	 	MDC INNOVATION PARTNERS LLC
	 	(d/b/a Spies & Assassins),
	 	a Delaware limited liability company
	 	 
	 	MDC Travel, Inc.,
	 	a Delaware corporation
	 	 
	 	MDC/KBP Acquisition Inc.
	 	(for itself and as successor-in-interest to Hello Acquisition Inc.),
	 	a Delaware corporation
	 	 
	 	MF+P Acquisition Co.,
	 	a Delaware corporation
	 	 
	 	Mono Advertising, LLC,
	 	a Delaware limited liability company
	 	 
	 	NEW TEAM LLC,
	 	a Delaware limited liability company
	 	 
	 	Northstar Research GP LLC,
	 	a Delaware limited liability company
	 	 
	 	Northstar Research Holdings USA LP,
	 	a Delaware limited partnership
	 	 
	 	Northstar Research Partners (USA) LLC,
	 	a Delaware limited liability company
	 	 
	 	OUTERACTIVE, LLC,
	 	a Delaware limited liability company
	 	 
	 	PULSE MARKETING, LLC,
	 	a Delaware limited liability company


 


Signature Pages to Ninth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	Redscout LLC,
	 	a Delaware limited liability company
	 	 
	 	RELEVENT PARTNERS LLC,
	 	a Delaware limited liability company
	 	 
	 	RJ PALMER PARTNERS LLC,
	 	a Delaware limited liability company
	 	 
	 	Skinny NYC LLC,
	 	a Delaware limited liability company
	 	 
	 	SLOANE & COMPANY LLC,
	 	a Delaware limited liability company
	 	 
	 	Source Marketing LLC,
	 	a New York limited liability company
	 	 
	 	TargetCom LLC,
	 	a Delaware limited liability company
	 	 
	 	TC Acquisition Inc.,
	 	a Delaware corporation
	 	 
	 	THE ARSENAL LLC
	 	(formerly known as Team Holdings LLC),
	 	a Delaware limited liability company
	 	 
	 	Track 21 LLC,
	 	a Delaware limited liability company
	 	 
	 	Traffic Generators, LLC,
	 	a Georgia limited liability company
	 	 
	 	TRADE X PARTNERS LLC,
	 	a Delaware limited liability company
	 	 
	 	VARICK MEDIA MANAGEMENT LLC,
	 	a Delaware limited liability company
	 	 
	 	VitroRobertson LLC,
	 	a Delaware limited liability company
	 	 
	 	Yamamoto Moss Mackenzie, Inc.,
	 	a Delaware corporation
	 	 
	 	ZG ACQUISITION INC.
	 	(for itself and as successor-in-interest to MDC/CPB Holdings Inc.),
	 	a Delaware corporation


 


Signature Pages to Ninth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	Zyman Group, LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	 
	 	Name: Mitchell Gendel
	 	Title: Authorized Signatory
	 	 	 
	 	By:	 
	 	Name: Michael Sabatino
	 	Title: Authorized Signatory


 


Signature Pages to Ninth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	
        ACCUMARK PARTNERS INC. (formerly known as 6 Degrees Integrated
        Communications Inc.), an Ontario corporation

         

        ASHTON POTTER CANADA INC.,

        an Ontario corporation

         

        BOOM MARKETING INC., an Ontario corporation

         

        HENDERSON BAS, an Ontario general partnership, by the
        members of its management committee

         

        BRUCE MAU DESIGN INC.,

        an Ontario corporation

         

        BRUCE MAU HOLDINGS LTD.,

        an Ontario corporation

         

        TREE CITY INC.,

        an Ontario corporation

         

        VERITAS COMMUNICATIONS INC.,

        an Ontario corporation

         

        656712 ONTARIO LIMITED,

        an Ontario corporation

         

        NORTHSTAR RESEARCH HOLDINGS CANADA INC., an Ontario corporation

         

        NORTHSTAR RESEARCH PARTNERS INC.,

        an Ontario corporation

         

        X CONNECTIONS INC., an Ontario corporation

         

        STUDIO PICA INC., a federal company organized under the
        laws of Canada

         

        6 DEGREES INTEGRATED COMMUNICATIONS CORP, an Ontario
        corporation

         

        MAXXCOM (NOVA SCOTIA) CORP.,

        a Nova Scotia corporation

         

        BRYAN MILLS IRADESSO CORP.,

        an Ontario corporation



 


Signature Pages to Ninth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	
        KENNA COMMUNICATIONS LP,

        an Ontario limited partnership

        By: Kenna Communications GP Inc.

        Its general partner

         

        CAPITAL C PARTNERS LP,

        an Ontario limited partnership

        By: Capital C Partners GP Inc.

        Its general partner

         

        KENNA COMMUNICATIONS GP INC.,

        an Ontario corporation

         

        CAPITAL C PARTNERS GP INC.,

        an Ontario corporation

         

        CRISPIN PORTER + BOGUSKY CANADA LP,

        an Ontario limited partnership

        By: Its general partner, MDC Canada GP Inc.

         

        KBS+P CANADA LP,

        an Ontario limited partnership

        By: Its general partner, MDC Canada GP Inc.

         

        COMPUTER COMPOSITION OF CANADA LP,

        an Ontario limited partnership

        By: Its general partner, MDC Canada GP Inc.

         

        MDC CANADA GP INC.,

        a corporation incorporated under the laws of Canada



 


	 	By:	 
	 	Name:	Mitchell Gendel
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	Michael Sabatino
	 	Title:	Authorized Signatory


 


Signature Pages to Ninth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	CRISPIN PORTER & BOGUSKY EUROPE AB, 
	 	a limited company existing under the laws of Sweden
	 	 	 
	 	By:	 
	 	Name:	Mitchell Gendel
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	Michael Sabatino
	 	Title:	Authorized Signatory


 


Signature Pages to Ninth Amendment to Credit Agreement


 



    	 



    	 



    

 


	 	WELLS FARGO CAPITAL FINANCE, LLC,

formerly known as Wells Fargo Foothill, LLC, as Agent and as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	JPMorgan Chase Bank, N.A., as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Bank of Montreal, as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Goldman Sachs Lending Partners LLC,

as a Lender
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Signature Pages to Ninth Amendment to Credit Agreement


 



    	 



    	 



    

 


EXHIBIT A


 


Schedule 4.11(a)


 


W.B. Doner & Company Equity Pension Plan


 


Schedule 4.11(f)


 


On March 28, 2012, a change in contributing sponsor/controlled
group occurred with respect to the W.B. Doner & Company Equity Pension Plan, which is a “reportable event” described
in Section 4043 of ERISA.


 


Signature Pages to Ninth Amendment to Credit Agreement