Exhibit 4.1

     

     

     

     

    
 

    


    MDC
PARTNERS INC.,

     

    THE NOTE
GUARANTORS PARTY HERETO

     

    


     

    AND

     

    THE BANK
OF NEW YORK MELLON,

     

    AS
TRUSTEE

     

    


     

    11%
SENIOR NOTES DUE 2016

     

    


     

    FIRST
SUPPLEMENTAL INDENTURE

     

    


     

    Dated as
of May 14, 2010

     

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
FIRST SUPPLEMENTAL
INDENTURE, dated as of May 14, 2010 (this “First Supplemental
Indenture”­), among MDC Partners Inc., a corporation continued under
the laws of Canada (the “Company”), the Note
Guarantors party hereto and The Bank of New York
Mellon, a New York banking corporation, as Trustee under the Indenture referred
to below (the “Trustee”).

     

    WITNESSETH:

     

    WHEREAS, the Company, the Note
Guarantors party hereto and the Trustee have previously entered into an
indenture, dated as of October 23, 2009 (the “Indenture”), pursuant
to which the Company issued $225,000,000 aggregate principal amount of its 11%
Senior Notes due 2016 (the “Notes”), all of which
are outstanding on the date hereof;

     

    WHEREAS, pursuant to Section 9.1(a)(9) of
the Indenture, the Company, the Note Guarantors and the Trustee may amend or
supplement the Indenture without notice to or consent of any Holder to provide,
among other things, for the issuance of Additional Notes as permitted by Section 2.2(c) and
Section 2.14 of
the Indenture, which will be treated, together with any other Outstanding Notes,
as a single issue of securities;

     

    WHEREAS, the Board of
Directors of the Company has authorized by resolutions, including the Additional
Note Board Resolutions pursuant to Section 2.14(b) of the Indenture, the
issuance of $65,000,000 aggregate principal amount of Additional Notes (the
“May 2010 Additional
Notes”);

     

    WHEREAS, pursuant to Section
2.14(b) of the Indenture, the Company has delivered to the Trustee the Officers’
Certificate pursuant to and in accordance with the Additional Note Board
Resolutions relating to the May 2010 Additional Notes;

     

    WHEREAS, the Company, the Note
Guarantors, and Goldman, Sachs & Co, as representative of the initial
purchasers, have entered into a Registration Rights Agreement, dated as of the
date hereof, (the “May
2010 Additional Notes Registration Rights Agreement”) with respect to the
May 2010 Additional Notes;

     

    WHEREAS, the Company has
requested that the Trustee join in the execution of this First Supplemental
Indenture; and

     

    WHEREAS, all conditions and
requirements necessary to make this First Supplemental Indenture a valid,
binding, and legal instrument in accordance with the terms of the Indenture have
been performed and fulfilled and the execution and delivery hereof have been in
all respects duly authorized.

     

    NOW, THEREFORE, for and in
consideration of the premises and the mutual covenants contained herein and in
the Indenture and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company, the Note Guarantors
and the Trustee hereby agree for the equal and ratable benefit of all Holders of
the May 2010 Additional Notes as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
I

     

    DEFINITIONS

     

    Section
1.1.  Defined
Terms.  All capitalized terms used but not defined herein shall
have the meanings ascribed to such terms in the Indenture, as supplemented and
amended hereby.

     

    ARTICLE
II

     

    ADDITIONAL
NOTES

     

    Section
2.1.  The
Additional Notes.  (a)  Pursuant to Section 2.14 of the
Indenture, the Company hereby creates $65,000,000 aggregate principal amount of
its 11% Senior Notes due 2016.  These May 2010 Additional Notes shall
constitute a single series with the Company’s Outstanding Notes issued on
October 23, 2009 (the “Existing Notes”), to
which the May 2010 Additional Notes are identical in all terms and conditions
except as to the issue date, the amount of interest payable on the first
Interest Payment Date therefore and issue price as permitted under Section 2.14(a) of
the Indenture and except as further provided in paragraph (b)
below.  Interest on the May 2010 Additional Notes shall accrue from
May 1, 2010.  The first interest payment date of the May 2010
Additional Notes shall be November 1, 2010.  All May 2010 Additional
Notes issued under the Indenture will, when issued, be considered Notes for all
purposes thereunder and will be subject to and take the benefit of all of the
terms, conditions and provisions of the Indenture.  The May 2010
Additional Notes shall be issued in global form in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof in substantially the
form of Exhibit
A hereto.  The terms and provisions of the May 2010 Additional
Notes set forth in Exhibit A hereto
shall constitute and are expressly made a part of this Supplemental
Indenture.

     

    (b)  As
further permitted under Section 2.14(a), the
May 2010 Additional Notes shall have different CUSIP and ISIN numbers than those
of the Existing Notes until (A) the Registered Exchange Offer, if required, for
the May 2010 Additional Notes is completed pursuant to the May 10 Additional
Notes Registration Rights Agreement and the Indenture or (B) the May 2010
Additional Notes are otherwise freely tradable and the restrictive legend has
been removed therefrom pursuant to Section 2.7(h) of the
Indenture, (whichever occurs earlier, the “Specified
Time”).  At the Specified Time, the portion of the May 2010
Additional Notes represented by Global Notes exchanged in a Registered Exchange
Offer as described in clause (A) or freely tradable as described in clause (B)
will, to the extent permitted by DTC and applicable law, be consolidated with
the Global Note for the Existing Notes to the extent such Global Note is freely
tradable and does not have a restrictive legend.

     

    Section
2.2.  Execution and Authentication
of the Additional Notes.  The Trustee shall, upon receipt of
and in accordance with a Company Order pursuant to Section 2.03 of the
Indenture, authenticate and deliver the May 2010 Additional Notes in the
aggregate principal amount of $65,000,000.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    ARTICLE
III

     

    MISCELLANEOUS

     

    Section
3.1.  Ratification of Indenture;
First Supplemental Indenture Part of Indenture.  Except as
expressly supplemented hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect.  This First Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.  The
Trustee makes no representation or warranty as to the validity or sufficiency of
this First Supplemental Indenture.  The recitals and statements herein
are deemed to be those of the Company and the Note Guarantors and not those of
the Trustee, and the Trustee assumes no responsibility for their
correctness.

     

    Section
3.2.  Governing Law,
Etc.  This First Supplemental Indenture shall be governed by
the provisions set forth in Section 11.7 of the Indenture, mutatis
mutandis.

     

    Section
3.3.  Severability.  In
case any provision in this First Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby and
such provision shall be ineffective only to the extent of such invalidity,
illegality or unenforceability.

     

    Section
3.4.  Duplicate and Counterpart
Originals.  The parties may sign any number of copies of this
First Supplemental Indenture.  One signed copy is enough to prove this
First Supplemental Indenture.  This First Supplemental Indenture may
be executed in any number of counterparts, each of which so executed shall be an
original, but all of them together represent the same agreement.

     

    Section
3.5.  Headings.  The
headings of the Articles and Sections in this First Supplemental Indenture have
been inserted for convenience of reference only, are not intended to be
considered as a part hereof and shall not modify or restrict any of the terms or
provisions hereof.

     

    


     

    [Signature Pages
Follow]

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be
duly executed as of the date first written above.

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              MDC PARTNERS
      INC.,

                              as the Company

                            	 
	 	 	 
	 	 	 
	 
      	
                              By:

                            	
                              /s/ Michael Sabatino

                            	 
	 
      	
                              Name:
      Michael Sabatino

                              Title:   Senior
      Vice President and Chief Accounting
      Officer

                            	 
	 
      	
                               
      

                            	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                              ACCENT
      MARKETING SERVICES, LLC

                              ASHTON
      POTTER CANADA INC.

                              COMPUTER
      COMPOSITION OF CANADA INC.

                              MDC/
      CPB HOLDINGS INC.

                              CRISPIN
      PORTER & BOGUSKY LLC

                              DOTGLU
      LLC

                              HELLO
      ACQUISITION INC.

                              KBP
      HOLDINGS LLC

                              KIRSHENBAUM
      BOND SENECAL & PARTNERS LLC

                              MAXXCOM
      (USA) HOLDINGS INC.

                              MAXXCOM
      INC. (ON)

                              MAXXCOM
      INC. (US)

                              MDC
      ACQUISITION INC.

                              MDC
      CORPORATE (US) INC.

                              MDC/KBP
      ACQUISITION INC.

                              TARGETCOM
      LLC

                              TC
      ACQUISITION INC.

                              YAMAMOTO
      MOSS MACKENZIE, INC.

                              ZG
      ACQUISITION INC.,

                              each as Note
      Guarantor

                            
	 	 
	 
      	
                              By:

                            	/s/
      Michael Sabatino	 
	 
      	
                              Name:
      Michael Sabatino

                              Title:  Authorized
      Signatory

                            	 


                    

                  

                

              

            

          

        

      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    


    
      
        
          
            
              	 
      	
                      THE
      BANK OF NEW YORK MELLON,

                      as
      Trustee

                    	 
	 	 	 
	 	 	 
	 
      	
                      By:

                    	
                      /s/ Latoya Elvin 

                    	 
	 
      	
                      Name:  Latoya
      Elvin

                      Title:    Associate

                    	 
	 
      	 
      	 


            

          

        

      

    

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    [FORM
OF FACE OF NOTE]

    


    THE
FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX
PURPOSES.  THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER
SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.  A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL
ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR THIS NOTE BY SUBMITTING A
REQUEST FOR SUCH INFORMATION TO THE ISSUER AT THE FOLLOWING ADDRESS: MDC
PARTNERS INC., 950 THIRD AVENUE, 5TH FLOOR, NEW YORK, NEW YORK, 10022,
ATTENTION: GENERAL COUNSEL.

     

    THIS IS A
GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO
HEREINAFTER.

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    [FOR
RESTRICTED SECURITY] [TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THE SALE
OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), AND ACCORDINGLY, THIS NOTE MAY NOT BE
OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS
ACQUISITION HEREOF, THE HOLDER AGREES THAT (1) IT WILL NOT WITHIN THE LATER OF
(X) ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE NOTES, AND (Y) 90
DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN THE MEANING OF RULE 144 UNDER
THE SECURITIES ACT) OF THE ISSUER, OFFER, RESELL, PLEDGE OR OTHERWISE TRANSFER
THE NOTE EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER; (B) UNDER A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A
PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN
COMPLIANCE WITH RULE 144A; (D) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S; OR (E) UNDER ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; (2) IT WILL COMPLY WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS; AND (3) IT WILL, PRIOR TO ANY TRANSFER OF THIS NOTE PURSUANT TO
CLAUSE (D) WITHIN THE LATER OF (X) ONE YEAR AFTER THE LAST DATE OF ORIGINAL
ISSUANCE OF THE NOTES AND (Y) 90 DAYS AFTER IT CEASES TO BE AN AFFILIATE (WITHIN
THE MEANING OF RULE 144 UNDER THE SECURITIES ACT) OF THE ISSUER, FURNISH TO THE
TRUSTEE AND THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS THEY MAY REQUIRE PURSUANT TO THE INDENTURE AND MAY RELY UPON TO CONFIRM THAT
SUCH TRANSFER IS BEING MADE PURSUANT TO SUCH OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  IN ANY EVENT, NO
AFFILIATE OF THE ISSUER MAY PURCHASE OR SELL THESE NOTES PRIOR TO THE DATE THAT
IS ONE YEAR AFTER THE LAST DATE OF ORIGINAL ISSUANCE OF THE NOTES. THE
RESTRICTIONS SET FORTH IN THIS LEGEND SHALL CEASE TO HAVE EFFECT ONE YEAR AFTER
THE LAST DATE OF ORIGINAL ISSUANCE OF THE NOTES, PROVIDED THAT ALL HOLDERS AFTER
SUCH DATE SHALL CONTINUE TO BE REQUIRED TO TRANSFER NOTES IN CONFORMITY WITH THE
REQUIREMENTS OF APPLICABLE SECURITIES LAWS.]

     

    [FOR
LEGENDED REGULATION S GLOBAL SECURITY]  [THIS GLOBAL NOTE IS A
TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES
ACT.  NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY
BE OFFERED, SOLD, DELIVERED OR EXCHANGED FOR AN INTEREST IN A PERMANENT GLOBAL
NOTE OR OTHER NOTE EXCEPT UPON DELIVERY OF THE CERTIFICATIONS SPECIFIED IN THE
INDENTURE.]

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    FACE
OF NOTE

     

    11%
Senior Notes due 2016

     

    
      	
              No.

            	
              Principal
      Amount $_______

            


    

     

    as
revised by the Schedule of Increases and

    Decreases
in Global Note attached hereto

     

    


     

    CUSIP
NO.                                           

     

    ISIN
NO.                                              


     

     

    MDC
Partners Inc., a corporation continued under the laws of Canada (together with
its successors and assigns, the “Company”) promises to pay to CEDE
& CO., or registered assigns, the principal sum of $________ United States
Dollars, as revised by the Schedule of Increases and Decreases in Global Note
attached hereto, on May 14, 2010.

     

    
      
        	
                Interest
      Payment Dates:

              	
                May
      1 and November 1, commencing on November 1, 2010

              
	
                Record
      Dates:

              	
                April
      15 and October 15

              


      

    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Additional
provisions of this Note are set forth on the other side of this
Note.

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              MDC
      PARTNERS INC.

                            	 
	 	 	 	 
	 	 	 	 
	 
      	
                              By:

                            	 
      	 
	 
      	 
      	
                              Name:

                            	 
	 
      	 
      	
                              Title:

                            	 
	 	 	 	 
	 	 	 	 
	 
      	
                              By:

                            	
                               
      

                            	 
	 
      	 
      	
                              Name:

                            	 
	 
      	 
      	
                              Title:

                            	 


                    

                  

                

              

            

          

        

      

    

    


     

    


     

    
      TRUSTEE’S
CERTIFICATE OF

    

    
      AUTHENTICATION

    

     

    
      This is
one of the Notes referred to in the

    

    
      within-mentioned
Indenture.

    

     

    
      THE BANK
OF NEW YORK MELLON,

    

    as
Trustee

     

    


     

    
      
        
          
            
              
                	
                        By:

                      	
                         

                      	 
      	
                        Date:

                      	
                         

                      	 
	 
      	
                        Authorized
      Signatory

                      	 
      	 
      	 
      	 


              

            

          

        

      

    

    


     

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    [FORM
OF REVERSE SIDE OF NOTE]

     

    11%
Senior Notes due 2016

     

    Capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     

    
      	
              1. 

            	
              Interest

            


    

     

    MDC
Partners Inc., a corporation continued under the laws of Canada (together with
its successors and assigns, the “Company”) promises to pay interest
on the principal amount of this Note at the rate per annum shown
above.

     

    The
Company will pay interest semiannually in arrears on each Interest Payment Date
of each year commencing November 1, 2010; provided that if any such
Interest Payment Date is not a Business Day, then such payment shall be made on
the next succeeding Business Day.  Interest on the Notes will accrue
from, and including, the most recent date to which interest has been paid on the
Notes or, if no interest has been paid, from, and including, May 1, 2010; provided that if there is no
existing Default or Event of Default on the payment of interest, and if this
Note is authenticated between a Record Date referred to on the face hereof and
the next succeeding Interest Payment Date (but after May 1, 2010), interest
shall accrue from, and including, such next succeeding Interest Payment Date,
except in the case of the original issuance of Notes, in which case interest
shall accrue from, and including, May 1, 2010.  The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal at the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (“Defaulted
Interest”), without regard to any applicable grace period, at the then
applicable rate on the Notes.  Interest will be computed on the basis
of a 360-day year of twelve 30-day months.

     

    All
payments made by the Company in respect of the Notes will be made free and clear
of and without deduction or withholding for or on account of any Taxes imposed
or levied by or on behalf of any Taxing Authority, unless such withholding or
deduction is required by law or by the interpretation or administration
thereof.  In that event, the Company will pay to each Holder of the
Notes Additional Amounts as provided in the Indenture subject to the limitations
set forth in the Indenture.

     

    
      	
              2. 

            	
              Method of
      Payment

            


    

     

    By at
least 10:00 a.m., New York City time, on the date on which any principal of or
interest on any Note is due and payable, the Company shall irrevocably deposit
with the Trustee or the Paying Agent money sufficient to pay such principal
and/or interest.  The Company will pay interest (except Defaulted
Interest) on the applicable Interest Payment Date to the Persons who are
registered Holders of Notes at the close of business on the Record Date
preceding the Interest Payment Date even if Notes are canceled, repurchased or
redeemed after the Record Date and on or before the relevant Interest Payment
Date, except as provided in Section 2.13 with
respect to Defaulted Interest.  Holders must surrender Notes to a
Paying Agent to collect principal payments.  The Company will pay
principal and interest in U.S. Legal Tender.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Payments
in respect of Notes represented by a Global Note (including principal and
interest) will be made by the transfer of immediately available funds to the
accounts specified by the DTC. The Company will make all payments in respect of
a Certificated Note (including principal and interest) by mailing a check to the
registered address of each registered Holder thereof as set forth in the Note
Register; provided,
however, that payments
on the Notes may also be made, in the case of a Holder of at least $1,000,000
aggregate principal amount of Notes, by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 15 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

     

    
      	
              3. 

            	
              Paying Agent and
      Registrar

            


    

     

    Initially,
The Bank of New York Mellon, the Trustee under the Indenture, will act as
Trustee, Paying Agent and Registrar.  The Company may appoint and
change any Paying Agent, Registrar or co-Registrar without notice to any
Holder.  The Company, any Note Guarantor or any of their Affiliates
may act as Paying Agent, Registrar or co-Registrar.

     

    
      	
              4. 

            	
              Indenture

            


    

     

    The
Company issued the Notes under an Indenture, dated as of October 23, 2009 (the
“Original
Indenture”), as supplemented by a First Supplemental Indenture, dated as
of May 14, 2010 (the “Supplemental
Indenture” and together with the Original Indenture as it may be further
amended or supplemented from time to time in accordance with the terms thereof,
as so supplemented or amended, the “Indenture”), among
the Company, the Note Guarantors and the Trustee.  The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the TIA.  The Notes are subject to all such terms, and
Holders are referred to the Indenture and the TIA for a statement of those
terms.  Each Holder, by accepting a Note, agrees to be bound by all of
the terms and provisions of the Indenture, as amended or supplemented from time
to time.

     

    The Notes
are general unsecured obligations of the Company of which $65,000,000 in
aggregate principal amount will be issued on May 14, 2010 as Additional Notes,
in addition to the $225, 000,000 in aggregate principal amount initially issued
on October 23, 2009.  Subject to the conditions set forth in the
Indenture and without the consent of the Holders, the Company may issue
Additional Notes.  All Notes will be treated as a single class of
securities under the Indenture.  The Indenture imposes certain
limitations on, among other things, the ability of the Company and its
Restricted Subsidiaries to:  Incur Indebtedness, make Restricted
Payments, create Liens, make Asset Sales, designate Unrestricted Subsidiaries,
enter into transactions with Affiliates, enter into Sale and Leaseback
Transactions, or consolidate or merge or transfer or convey all or substantially
all of the Company’s and its Restricted Subsidiaries’ assets.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    To
guarantee the due and punctual payment of the principal of, premium and interest
on the Notes and all other amounts payable by the Company under the Indenture
and the Notes when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the Notes and
the Indenture, Accent Marketing Services, LLC, Ashton Potter Canada Inc.,
Computer Composition of Canada Inc., MDC/CPB Holdings Inc., Crispin Porter &
Bogusky LLC, Dotglu LLC, Hello Acquisition Inc., KBP Holdings LLC, Kirshenbaum
Bond Senecal & Partners LLC, Maxxcom (USA) Holdings Inc., Maxxcom Inc. (ON),
Maxxcom Inc. (US), MDC Acquisition Inc., MDC Corporate (US) Inc., MDC/KBP
Acquisition Inc., TargetCom LLC, TC Acquisition Inc., Yamamoto Moss Mackenzie,
Inc. and ZG Acquisition Inc. have unconditionally guaranteed (and each future
Wholly Owned Subsidiary will unconditionally guarantee), jointly and severally,
such obligations pursuant to the terms of the Indenture.  Each Note
Guarantee will be subject to release as provided in the Indenture.

     

    The
obligations of each Note Guarantor in respect of its Note Guarantee will be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Note Guarantor and after giving effect
to any collections from or payments made by or on behalf of any other Note
Guarantor in respect of the obligations of such other Note Guarantor under its
Note Guarantee or pursuant to its contribution obligations under this Indenture,
result in the obligations of such Note Guarantor under its Note Guarantee not
constituting a fraudulent conveyance, fraudulent transfer or similar illegal
transfer under federal or state law or the law of the jurisdiction of formation
or incorporation of such Note Guarantor.

     

    
      	
              5. 

            	
              Optional
      Redemption

            


    

     

    (a)           Optional
Redemption.  Except as stated below, the Company may not redeem
the Notes prior to November 1, 2013.  The Company may redeem the
Notes, at its option, in whole at any time or in part from time to time, on and
after November 1, 2013, at the following redemption prices, expressed as
percentages of the principal amount thereof, if redeemed during the twelve-month
period commencing on November 1 of any year set forth below:

     

    
      
        	
                Year

              	
                Percentage

              
	
                2013

              	
                105.500%

              
	
                2014

              	
                102.750%

              
	
                2015
      and thereafter

              	
                100.000%

              


      

    

     

    (b)           Make-Whole
Redemption.  At any time prior to November 1, 2013, the Company
may, at its option, redeem all or part of the Notes upon not less than 30 nor
more than 60 days’ prior notice at a redemption price equal to the sum of (i)
100% of the principal amount thereof, plus (ii) the Applicable
Premium as of the date of redemption, plus (iii) accrued and unpaid
interest and any Additional Interest, if any, to the date of
redemption.

     

    “Applicable Premium”
means, with respect to a Note at any date of redemption, the greater of (i) 1.0%
of the principal amount of such Note and (ii) the excess, if any, of (A) the
present value at such date of redemption of (1) the redemption price of such
Note on November 1, 2013 (such redemption price being described under this Section 5) plus (2) all remaining
required interest payments due on such Note through November 1, 2013 (excluding
accrued but unpaid interest to the date of redemption), computed using a
discount rate equal to the Treasury Rate plus 50 basis points, over (B) the
then-Outstanding principal amount of such Note.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Treasury Rate” means,
as of any redemption date, the yield to maturity as of such redemption date of
United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519) that
has become publicly available at least two Business Days prior to the redemption
date (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) most nearly equal to the period from
the redemption date to November 1, 2013; provided, however, that if the period
from the redemption date to November 1, 2013 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a
constant maturity of one year will be used.

     

    (c)           Optional Redemption upon Equity
Offerings.  At any time, or from time to time, on or prior to
November 1, 2012, the Company may, at its option, use the net cash proceeds of
one or more Equity Offerings to redeem in the aggregate up to 35% of the
aggregate principal amount of the Notes issued under the Indenture at a
redemption price equal to 111% of the principal amount thereof; provided that:

     

    (1)           after
giving effect to any such redemption at least 65% of the aggregate principal
amount of the Notes issued under the Indenture remains outstanding;
and

     

    (2)           the
Company will make such redemption not more than 90 days after the consummation
of such Equity Offering.

     

    (d)           Optional Redemption for Changes in
Withholding Taxes.  The Company may at any time, at its option,
redeem, in whole but not in part, the outstanding Notes at a redemption price of
100% of the principal amount thereof plus accrued and unpaid interest to the
date of redemption if it has become or would become obligated to pay any
Additional Amounts (as defined in the Indenture) or any Reimbursement Payments
(as defined in the Indenture) in respect of the Notes as a result
of:

     

    (1)           any
change in or amendment to the laws (or regulations promulgated thereunder,
rulings, technical interpretations, interpretation bulletins or information
circulars) of any Taxing Authority (as defined in the Indenture);
or

     

    (2)           any
change in or amendment to any official position regarding the application,
administration or interpretation of such laws, regulations, rulings, technical
interpretations, interpretation bulletins or information circulars (including a
holding, judgment or order by a court of competent jurisdiction),

     

    which
change or amendment is announced or is effective on or after the Issue Date
(without regard to whether any Note Guarantor is or has been making any payments
under the Notes prior to, at or after the time such change or amendment is
announced or effective).

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    It shall
be a condition to the Company’s right to redeem the Notes pursuant to the
provisions set forth in the immediately preceding paragraph that, prior to
giving any notice of redemption of the Notes, the Company shall have delivered
to the Trustee (a) an Officers’ Certificate stating that the Company has
determined in its reasonable judgment that the obligation to pay such Additional
Amounts or Reimbursement Payments cannot be avoided by the Company taking
reasonable measures available to it and (b) an Opinion of Counsel that the
circumstances described in the immediately preceding paragraph
exist.  No such notice of redemption may be given more than 90 days
before or more than 365 days after the Company first becomes liable (or, if
later, the earlier of the date on which it first becomes aware of its liability
or the date on which it reasonably should have become aware of its liability) to
pay any Additional Amounts or Reimbursement Payments as a result of a change or
amendment described above.

     

    (e)           Optional Redemption
Procedures.  In the case of any partial redemption, selection
of the Notes for redemption will be made in accordance with Article V of the
Indenture.  On and after the redemption date, interest will cease to
accrue on Notes or portions thereof called for redemption as long as the Company
has deposited with the Paying Agent funds in satisfaction of the applicable
redemption price pursuant to the Indenture.

     

    
      	
              6. 

            	
                        Mandatory Repurchase
      Provisions

            


    

     

    (a)           Change Of Control
Offer.  Upon the occurrence of a Change of Control, each Holder
of Notes will have the right to require that the Company purchase all or a
portion (equal to $2,000 or an integral multiple of $1,000 in excess thereof
(provided that the unpurchased portion will be in a denomination of at least
$2,000)) of the Holder’s Notes at a purchase price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest thereon through the
date of purchase; provided that the Company
will not be required to purchase Notes upon the occurrence of a Change of
Control in the event that it has exercised its right to redeem all of the Notes
in accordance with Section 5 hereof or if a third party makes the Change of
Control Offer subject to the conditions set forth in the
Indenture.  Within 30 days following the date upon which the Change of
Control occurred, the Company must make a Change of Control Offer pursuant to a
Change of Control Notice.  As more fully described in the Indenture,
the Change of Control Notice shall state, among other things, the Change of
Control Payment Date, which must be no earlier than 30 days nor later than 60
days from the date the notice is mailed, other than as may be required by
applicable law.

     

    (b)           Asset Sale
Offer.  The Indenture imposes certain limitations on the
ability of the Company and its Restricted Subsidiaries to make Asset
Sales.  In the event the proceeds from a permitted Asset Sale exceed
certain amounts and are not applied as specified in the Indenture, the Company
will be required to make an Asset Sale Offer to purchase to the extent of such
remaining proceeds each Holder’s Notes together with holders of certain other
Indebtedness at 100% of the principal amount thereof, plus accrued and unpaid
interest thereon to the Asset Sale Offer Payment Date, as more fully set forth
in the Indenture.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              8. 

            	
              Denominations;
      Transfer; Exchange

            


    

     

    The Notes
are in fully registered form without coupons, and only in denominations of
principal amount of $2,000 and any integral multiple of $1,000 in excess
thereof.  A Holder may transfer or exchange Notes in accordance with
the Indenture.  The Registrar may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any
taxes and fees required by law or permitted by the Indenture.  The
Registrar shall not be required to register the transfer or exchange of (i) (x)
any Note for a period beginning:  (1) 15 days before the mailing of a
notice of an offer to repurchase or redeem Notes and ending at the close of
business on the day of such mailing or (2) 15 days before an Interest Payment
Date and ending on such Interest Payment Date and (y) any Note selected for
repurchase or redemption, except the unrepurchased or unredeemed portion
thereof, if any.

     

    
      	
              9. 

            	
              Persons Deemed
      Owners

            


    

     

    The
registered Holder of this Note may be treated as the owner of it for all
purposes.

     

    
      	
              10. 

            	
              Unclaimed
      Money

            


    

     

    If money
for the payment of principal or interest remains unclaimed for two years, the
Trustee or Paying Agent shall pay the money back to the Company at its request
unless an abandoned property law designates another Person.  After any
such payment, Holders entitled to the money must look only to the Company and
not to the Trustee for payment.

     

    
      	
              11. 

            	
              Discharge Prior to
      Redemption or Maturity

            


    

     

    Subject
to certain conditions set forth in the Indenture, the Company at any time may
terminate some or all of its obligations under the Notes and the Indenture if
the Company  deposits with the Trustee U.S. Legal Tender or U.S.
Government Obligations for the payment of principal of and interest on the Notes
to redemption or maturity, as the case may be.

     

    
      	
              12. 

            	
              Amendment,
      Waiver

            


    

     

    Subject
to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes
may be amended or supplemented with the written consent of the Holders of at
least a majority in principal amount of the then Outstanding Notes and (ii) any
default (other than with respect to nonpayment or in respect of a provision that
cannot be amended or supplemented without the written consent of each Holder
affected) or noncompliance with any provision may be waived with the written
consent of the Holders of a majority in aggregate principal amount of the then
Outstanding Notes.  Subject to certain exceptions set forth in the
Indenture, without the consent of any Holder, the Company and the Trustee may
amend or supplement the Indenture or the Notes to, among other things, cure any
ambiguity, omission, defect or inconsistency, or to comply with Article IV of the
Indenture, or to provide for uncertificated Notes in addition to or in place of
Certificated Notes, or to add Note Guarantees with respect to the Notes or to
secure the Notes, or to add additional covenants of the Company or the Note
Guarantors for the benefit of the Holders or surrender rights and powers
conferred on the Company or the Note Guarantors, or to comply with any
requirements of the Commission in connection with qualifying the Indenture under
the TIA, or to make any change that does not adversely affect the rights of any
Holder in any material respect, or to provide for the issuance of Exchange Notes
or Additional Notes, or to conform the text of the Indenture, Note Guarantees or
the Notes to any provision of the “Description of Notes” section of the Offering
Circular to the extent that such provision in such “Description of Notes”
section was intended to be a verbatim recitation of a provision of the
Indenture, the Note Guarantees or the Notes, or to make any amendment to the
provisions of the Indenture relating to the transfer and legending of Notes as
permitted by the Indenture, including, without limitation, to facilitate the
issuance and administration of the Notes; provided, however, that (i) compliance
with the Indenture as so amended would not result in Notes being transferred in
violation of the Securities Act or any applicable securities laws and (ii) such
amendment does not materially and adversely affect the rights of Holders to
transfer Notes.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              13. 

            	
              Defaults and
      Remedies

            


    

     

    If an
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of Outstanding Notes may declare all the Notes to
be due and payable immediately.  Certain events of bankruptcy or
insolvency are Events of Default, which will result in the Notes being due and
payable immediately upon the occurrence of such Events of Default.

     

    Holders
may not enforce the Indenture or the Notes except as provided in the
Indenture.  The Trustee may refuse to enforce the Indenture or the
Notes unless it receives indemnity satisfactory to it.  Subject to
certain limitations, Holders of a majority in principal amount of the
Outstanding Notes may direct the Trustee in its exercise of any trust or
power.  The Trustee may withhold from Holders notice of any continuing
Default or Event of Default (except a Default or Event of Default in payment of
principal or interest) if it determines that withholding notice is in their
interest.

     

    
      	
              14. 

            	
              Trustee Dealings with
      the Company and the Note
Guarantors

            


    

     

    Subject
to certain limitations set forth in the Indenture, the Trustee under the
Indenture, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with and collect obligations owed to it
by the Company, any Note Guarantor or their Affiliates and may otherwise deal
with the Company, any Note Guarantor or their Affiliates with the same rights it
would have if it were not Trustee.  Any Paying Agent, Registrar or
co-Registrar may do the same with like rights.

     

    
      	
              15. 

            	
              No Recourse Against
      Others

            


    

     

    An
incorporator, director, officer, employee, stockholder or controlling Person, as
such, of the Company or any Note Guarantor will not have any liability for any
obligations of the Company or any Note Guarantor under the Notes (including the
Note Guarantees) or this Indenture or for any claims based on, in respect of, or
by reason of, such obligations or their creation.  By accepting a
Note, each Holder waives and releases all such liability.  The waiver
and release are part of the consideration for issuance of the
Notes.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              16. 

            	
              Authentication

            


    

     

    This Note
shall not be valid until an authorized signatory of the Trustee (or an
Authenticating Agent) manually signs the certificate of authentication on the
other side of this Note.

     

    
      	
              17. 

            	
              Abbreviations

            


    

     

    Customary
abbreviations may be used in the name of a Holder or an assignee, such as TEN
COM (= tenants in common), TEN ENT (= tenants by the entirety), JT TEN (= joint
tenants with rights of survivorship and not as tenants in common), CUST
(=custodian) and U/G/M/A (= Uniform Gift to Minors Act).

     

    
      	
              18. 

            	
              CUSIP or ISIN
      Numbers

            


    

     

    Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures the Company has caused CUSIP, ISIN or other similar
numbers to be printed on the Notes and has directed the Trustee to use CUSIP,
ISIN or other similar numbers in notices of redemption as a convenience to
Holders.  No representation is made as to the accuracy of such numbers
either as printed on the Notes or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed
thereon.

     

    
      	
              19. 

            	
              Governing
      Law

            


    

     

    This Note
shall be governed by, and construed in accordance with, the laws of the State of
New York.

     

    
      	
              20. 

            	
              Currency of
      Account;  Conversion of
  Currency.

            


    

     

    U.S.
Legal Tender is the sole currency of account and payment for all sums payable by
the Company and the
Note Guarantors under or in connection with the Notes or the Indenture,
including damages.  The Company and the Note Guarantors will indemnify
the Holders as provided in respect of the conversion of currency relating to the
Notes and the Indenture.

     

    
      	
              21. 

            	
              Agent for
      Service;  Submission to Jurisdiction;  Waiver of
      Immunities.

            


    

     

    The
Company and the Note Guarantors have agreed that any suit, action or proceeding
against the Company brought by any Holder or the Trustee arising out of or based
upon the Indenture or the Notes may be instituted in any state or federal court
in the Borough of Manhattan, New York City, New York.  The Company and
the Note Guarantors have irrevocably submitted to the non-exclusive jurisdiction
of such courts for such purpose and waived, to the fullest extent permitted by
law, trial by jury and any objection they may now or hereafter have to the
laying of venue of any such proceeding, and any claim they may now or hereafter
have that any proceeding in any such court is brought in an inconvenient
forum.  The Company and the Note Guarantors have appointed Corporation
Service Company as each of their authorized agent upon whom all writs, process
and summonses may be served in any suit, action or proceeding arising out of or
based upon the Indenture or the Notes which may be instituted in any federal or
state court in the Borough of Manhattan, New York City.  To the extent
that any of the Company and the Note Guarantors has or hereafter may acquire any
immunity (sovereign or otherwise) from any legal action, suit or proceeding,
from jurisdiction of any court or from set-off or any legal process (whether
service or notice, attachment in aid or otherwise) with respect to itself or any
of its property, each of the Company and the Note Guarantors has irrevocably
waived and agreed not to plead or claim such immunity in respect of their
obligations under the Indenture or the Notes.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    The
Company will furnish to any Holder upon written request and without charge to
the Holder a copy of the Indenture which has in it the text of this Note in
larger type.  Requests may be made to:

     

    
      
        c/o MDC Partners
Inc.

      

    

    
      
        950 Third
Avenue, 5th Floor

      

    

    
      
        New York,
New York 10022 

          Attention:           General
Counsel

          Telephone:         (646)
429-1803

          Facsimile:          (212)
937-4365

        

      

    

     

     

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
A

     

    SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL NOTE

     

    The
following increases or decreases in this Global Note have been
made:

     

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Date
      of Exchange

                            	 	
                              Amount
      of decrease in Principal Amount of this Global Note

                            	 	
                              Amount
      of increase in Principal Amount of this Global Note

                            	 	
                              Principal
      Amount of this Global Note following such decrease or
    increase

                            	 	
                              Signature
      of authorized signatory of Trustee or Note Custodian