Exhibit 10.2


 


August 4, 2021


 


Broad Street Principal Investments, L.L.C.


Stonebridge
2017, L.P.


Stonebridge 2017 Offshore, L.P.


200 West Street


New York, New York 10282


 


Re:       Rights of the Preferred Units; Amendments; Waivers


 


Ladies and Gentleman:


 


This letter agreement (this “Letter
Agreement”) is made in reference to that certain Amended and Restated Limited Liability Company Agreement of Midas Opco Holdings
LLC (as amended, supplemented or restated from time to time, the “OpCo LLC Agreement”), dated as of August 2, 2021,
by and among Midas Opco Holdings LLC, a Delaware limited liability company (the “Company”), Stagwell Inc., a Delaware
corporation (“PubCo”), as a member and in its capacity as the initial Manager, Stagwell Media LP, a Delaware limited
partnership (“Stagwell”), Stagwell Friends and Family LLC and each Person who is or at any time becomes a Member in
accordance with the terms of the OpCo LLC Agreement. Capitalized terms that are used but not defined herein have the respective meanings
specified in the OpCo LLC Agreement.


 


PubCo hereby agrees that it will
comply with the provisions set forth in Section 3.7 (Rights of the Preferred Units) of the OpCo LLC Agreement and, upon any breach or
threatened breach thereof by the Company, shall enforce its rights against the Company.


 


PubCo further agrees that it shall
not permit Section 3.7 of the OpCo LLC Agreement to be waived, modified or amended in any manner which, directly or indirectly, adversely
affects the rights, preferences and privileges of any of Broad Street Principal Investments, L.L.C., Stonebridge 2017, L.P. or Stonebridge
2017 Offshore, L.P. (each, a “Holder” and collectively, the “Holders”), without the prior written
consent of such Holder (such consent, not to be unreasonably withheld, conditioned or delayed). PubCo agrees to notify the Holders of
any contemplated waiver, modification or amendment to Section 3.7 of the OpCo LLC Agreement related to the rights, preferences and privileges
of the Preferred Units.


 


In the event
that PubCo: (i) withdraws as a Member of the Company pursuant to Section 7.4 of the OpCo LLC Agreement or (ii) a new Manager is duly appointed
pursuant to Section 6.6 of the OpCo LLC Agreement, PubCo shall cause the new Manager to execute and deliver this Letter Agreement to the
Holders as a condition to such withdrawal or appointment.


 


This Letter Agreement constitutes
the entire agreement among the parties hereto with respect to the matters described herein. This Letter Agreement may be executed in counterparts,
each of which will be deemed to be an original, but all of which, when taken together, will constitute one and the same instrument.


 


This Letter Agreement may not be
modified or amended, nor will any consent, waiver or approval contemplated hereunder be effective unless agreed to in writing by the parties
hereto.


 


This Letter Agreement shall be construed
in accordance with and governed by the internal substantive and procedural laws of the State of Delaware, without regard to the conflicts
of law rules of such state or any other jurisdiction.


 


[Signature Pages Follow]


 






    


    


    

 








	 	Very truly yours,
	 	 
	 	BROAD STREET PRINCIPAL INVESTMENTS,
    L.L.C.



 


	 	 	 
	 	By:	/s/ Bradley Gross 






	 	Name: Bradley Gross
	 	Title: Vice President
	 	 
	 	 
	 	STONEBRIDGE 2017, L.P.
	 	 



 


	 	By:	/s/ Bradley Gross 






	 	Name: Bradley Gross
	 	Title: Vice President
	 	 
	 	 
	 	STONEBRIDGE 2017 OFFSHORE, L.P.



 


	 	 	 
	 	By:	/s/ Bradley Gross 






	 	Name: Bradley Gross
	 	Title: Vice President




 


	Acknowledged and agreed as of the date first written above by:	 







 


 


STAGWELL INC. (in its capacity as the Manager
of Midas Opco Holdings LLC)


 


	By:	/s/
    Frank Lanuto	 
	Name:	Frank Lanuto	 
	Title:	Chief Financial Officer	 




 


[Signature Page to OpCo LLC
Letter Agreement]