Exhibit 10.1.2

    

    CONSENT
AND SECOND AMENDMENT

    TO
CREDIT AGREEMENT

     

    THIS
CONSENT AND SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is
entered into as of May 6, 2010, 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 hereby acknowledges that Agent currently has the right, pursuant to the
terms of the Credit Agreement, to deliver to Borrower a written notice, pursuant
to which Borrowing Base II goes into effect (a "Borrowing Base Trigger
Notice"); and

     

    WHEREAS,
Borrower has requested that Agent and the Lenders agree to (a) forego delivery
of a Borrowing Base Trigger Notice during the period set forth herein
notwithstanding the right of Agent to deliver such notice during such period and
(b) 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:

     

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

     

    2.           Consent.  Notwithstanding
any provision in the Credit Agreement or any other Loan Document to the contrary
and subject to the satisfaction of the conditions set forth in Section 5 below, and
in reliance on the representations and warranties contained in Section 6 below,
Agent and the Lenders hereby agree to forego delivery of a Borrowing Base
Trigger Notice during the period commencing on the date hereof and ending on the
earlier of (i) May 28, 2010 and (ii) the receipt by Parent, Borrower or any
other Loan Party of proceeds from an incurrence of Indebtedness that is
permitted pursuant to the terms of the Credit Agreement (it being understood
that after the expiration of such period, Agent shall not deliver a Borrowing
Base Trigger Notice until such time that Excess Availability is less than the
Applicable Excess Availability Amount); provided, that
Borrower agrees that notwithstanding the limitations set forth in the Fee
Letter, Borrower will reimburse Agent for the first four financial audits of
Parent or any of its Subsidiaries performed by Agent in the fiscal year ending
on December 31, 2010.  Except as expressly set forth in this
Amendment, the foregoing consent shall not constitute (1) a modification or
alteration of the terms, conditions or covenants of the Credit Agreement or any
other Loan Document, or (2) a waiver, release or limitation upon the
exercise by Agent or any Lender of any of its rights, legal or equitable,
thereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Amendments to Credit
Agreement.  Subject to the satisfaction of the conditions set
forth in Section
5 below and in reliance upon the representations and warranties of
Borrower set forth in Section 6 below, the
Credit Agreement is amended as follows:

     

    (a)          Section
1.1 of the Credit Agreement is hereby amended to add the following defined term
in appropriate alphabetical order as follows:

     

    "Second Amendment Effective
Date" means May 6, 2010."

     

    (b)         The
defined term "Maximum Revolver Usage" set forth in Schedule 1.1 of the Credit
Agreement is hereby amended
and restated in its entirety as follows:

     

    ""Maximum Revolver
Usage" means, as of any date of determination, the amount by which the
lesser of (a) the Maximum Revolver Amount and (b) Borrowing Base I, exceeds the
Applicable Excess Availability Amount; provided, that,
notwithstanding the foregoing, during the period commencing on the Second
Amendment Effective Date and ending on the earlier of (a) May 28, 2010 and (b)
the receipt by Parent, Borrower or
any other Loan Party of proceeds from an incurrence of Indebtedness that
is permitted pursuant to the terms of this Agreement, Maximum Revolver Usage
means $65,000,000."

     

    4.           Ratification; Other
Agreements.  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.  In all other respects, the Credit Agreement and the Loan
Documents shall remain unchanged and in full force and effect in accordance with
their original terms.

     

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

     

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

     

    (b)         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.

     

    6.           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:

     

    (a)         All
representations and warranties contained in the Credit Agreement 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);

     

    (b)         No
Default or Event of Default has occurred and is continuing; and

     

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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    7.           Miscellaneous.

     

    (a)         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.

     

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

     

    (c)         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.

     

    8.           Release.

     

    (a)         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.

     

    (b)         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.

     

    (c)         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]

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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 date
first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	
                                MDC
      PARTNERS INC., a federal company

                                organized
      under the laws of Canada

                              
	 	 	 
	 	 	 
	 	
                                By:

                              	
                                 /s/

                              	
                                 

                                 

                              
	 	
                                Name: 

                              	Robert
      E. Dickson	 
	 	
                                Title:

                              	
                                Managing
      Director

                              	 
	 	 	 	 
	 	 	 	 
	 	
                                By:

                              	
                                 /s/

                              	 
	 	
                                Name: 

                              	Glenn
      Gibson	 
	 	
                                Title:

                              	
                                Senior
      Vice President

                              	 


                      

                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      	 	
                              MAXXCOM
      INC.,

                              a
      Delaware corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                               /s/

                            	 
	 	
                              Name:

                            	
                              Michael
      Sabatino

                            	 
	 	
                              Title:

                            	
                              Authorized
      Signatory

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                               /s/

                            	 
	 	
                              Name:

                            	
                              Mitchell
      Gendel

                            	 
	 	
                              Title:

                            	
                              Authorized
      Signatory

                            	 


                    

                  

                

              

            

          

        

      

    

    


     

     

     

    
      
        
          Signature
Pages to Consent and Second Amendment to Credit
Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            	 	
                                                                                                                    ACCENT
      MARKETING SERVICES, L.L.C.,

                                                                                                                    a
      Delaware limited liability company

                                                                                                                  
	 	 
	 	
                                                                                                                    ADRENALINA
      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 COMMUNCATIONS LLC,

                                                                                                                    a
      Delaware limited liability company

                                                                                                                  
	 	 
	 	
                                                                                                                    CRISPIN
      PORTER & BOGUSKY LLC,

                                                                                                                    a
      Delaware limited liability company

                                                                                                                  
	 	 
	 	
                                                                                                                    DOTGLU
      LLC,

                                                                                                                    a
      Delaware limited liability company

                                                                                                                  
	 	 
	 	
                                                                                                                    EXPECTING
      PRODUCTS, LLC,

                                                                                                                    a
      California limited liability company

                                                                                                                  
	 	 
	 	
                                                                                                                    FLETCHER
      MARTIN LLC,

                                                                                                                    a
      Delaware limited liability company

                                                                                                                  
	 	 
	 	
                                                                                                                    HELLO
      ACQUISITION INC.,

                                                                                                                    a
      Delaware corporation

                                                                                                                  
	 	 
	 	
                                                                                                                    HL
      GROUP PARTNERS LLC,

                                                                                                                    a
      Delaware limited liability company

                                                                                                                  
	 	 
	 	
                                                                                                                    HW
      ACQUISITION LLC,

                                                                                                                    a
      Delaware limited liability company

                                                                                                                  
	 	 


                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    Signature
Pages to Consent and Second Amendment to Credit
Agreement

                                                                                                                  

                                                                                                                

                                                                                                                
                                                                                                                  
                                                                                                                  

                                                                                                                  
                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                                
                                                                                                                  
                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                               

                                                                                                            

                                                                                                            	 	
                                                                                                                    KBP
      HOLDINGS 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

                                                                                                                  
	 	 
	 	
                                                                                                                    MARGEOTES
      FERTITTA POWELL LLC,

                                                                                                                    a
      Delaware limited liability company

                                                                                                                  
	 	 
	 	
                                                                                                                    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
      TRAVEL, INC.,

                                                                                                                    a
      Delaware corporation

                                                                                                                  
	 	 
	 	
                                                                                                                    MDC/CPB
      HOLDINGS INC.

                                                                                                                    (formerly
      known as CPB Acquisition Inc.),

                                                                                                                    a
      Delaware corporation

                                                                                                                  
	 	 
	 	
                                                                                                                    MDC/KBP
      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

                                                                                                                  


                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    Signature
Pages to Consent and Second Amendment to Credit
Agreement

                                                                                                                  

                                                                                                                

                                                                                                                
                                                                                                                  
                                                                                                                  

                                                                                                                  
                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                                
                                                                                                                  
                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                               

                                                                                                            

                                                                                                            	 	 
	 	
                                                                                                                    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

                                                                                                                  
	 	 
	 	
                                                                                                                    REDSCOUT
      LLC,

                                                                                                                    a
      Delaware limited liability company

                                                                                                                  
	 	 
	 	
                                                                                                                    SHOUT
      MEDIA LLC,

                                                                                                                    a
      California 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

                                                                                                                  
	 	 
	 	
                                                                                                                    VITROROBERTSON
      LLC,

                                                                                                                    a
      Delaware limited liability company

                                                                                                                  
	 	 
	 	
                                                                                                                    YAMAMOTO
      MOSS MACKENZIE, INC.,

                                                                                                                    a
      Delaware corporation

                                                                                                                  
	 	 


                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                             

                                                                                                            
                                                                                                               

                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    Signature
Pages to Consent and Second Amendment to Credit
Agreement

                                                                                                                  

                                                                                                                

                                                                                                                
                                                                                                                  
                                                                                                                  

                                                                                                                  
                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                                
                                                                                                                  
                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                               

                                                                                                            

                                                                                                            	 	
                                                                                                                    ZG
      ACQUISITION INC.,

                                                                                                                    a
      Delaware corporation

                                                                                                                  
	 	 
	 	
                                                                                                                    ZIG
      (USA) LLC,

                                                                                                                    a
      Delaware limited liability company

                                                                                                                  
	 	 
	 	
                                                                                                                    ZYMAN
      GROUP, LLC,

                                                                                                                    a
      Delaware limited liability company

                                                                                                                  
	 	 


                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

       

       

       

       

       

       

       

       

      
        	 	
                By:

              	
                /s/

              	 
	 	
                Name: 

              	
                Michael
      Sabatino

              	 
	 	
                Title:

              	
                Authorized
      Signatory

              	 
	 	
                 
      

              	 


      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  By:

                                	
                                  /s/

                                	 
	 	
                                  Name:

                                	
                                  Mitchell
      Gendel

                                	 
	 	
                                  Title:

                                	
                                  Authorized
      Signatory

                                	 
	 	
                                   
      

                                	 
	 	 	 
	 	
                                  HELLO
      DESIGN, LLC,

                                  a
      California limited liability company

                                	 
	 	 	 
	 	 	 
	 	
                                  By:

                                	
                                  /s/

                                	 
	 	
                                  Name:

                                	
                                  David
      Lai

                                	 
	 	
                                  Title:

                                	
                                  Authorized
      Signatory

                                	 
	 	 	 	 
	 	 	 	 
	 	
                                  By:

                                	
                                  /s/

                                	 
	 	
                                  Name:

                                	
                                  Mitchell
      Gendel

                                	 
	 	
                                  Title:

                                	
                                  Authorized
      Signatory

                                	 


                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
          
            
              
                
                  
                    
                      	 	
                              ASHTON
      POTTER CANADA INC.,

                              an
      Ontario corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Robert
      E. Dickson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Glenn
      Gibson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 


                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
          
            Signature
Pages to Consent and Second Amendment to Credit
Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      
        
          
            
              
                
                  
                    
                      	 	
                              MAXXCOM
      INC.,

                              an
      Ontario corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Robert
      E. Dickson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Glenn
      Gibson

                            	 
	 	
                              Title:

                            	
                              Executive
      Vice-President

                            	 


                    

                  

                

              

            

          

        

      

    

    
 

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

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Robert
      E. Dickson

                            	 
	 	
                              Title:

                            	
                              Member

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Glenn
      Gibson

                            	 
	 	
                              Title:

                            	
                              Member

                            	 


                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      	 	
                              COMPUTER
      COMPOSITION OF CANADA INC.,

                              an
      Ontario corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Robert
      E. Dickson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Glenn
      Gibson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 


                    

                  

                

              

            

          

        

      

    

    


    
       

      
        
          
            Signature
Pages to Consent and Second Amendment to Credit
Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

     

    
      
        
          
            
              
                
                  
                    
                      	 	
                              BRUCE
      MAU DESIGN INC.,

                              an
      Ontario corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Robert
      E. Dickson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Glenn
      Gibson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        	 	
                                BRUCE
      MAU HOLDINGS LTD.,

                                an
      Ontario corporation

                              	 
	 	 	 
	 	 	 
	 	
                                By:

                              	
                                /s/

                              	 
	 	
                                Name:

                              	
                                Robert
      E. Dickson

                              	 
	 	
                                Title:

                              	
                                Director

                              	 
	 	 	 	 
	 	 	 	 
	 	
                                By:

                              	
                                /s/

                              	 
	 	
                                Name:

                              	
                                Glenn
      Gibson

                              	 
	 	
                                Title:

                              	
                                Treasurer

                              	 


                      

                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      	 	
                              ALLARD
      JOHNSON COMMUNICATIONS INC.,

                              an
      Ontario corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Robert
      E. Dickson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Richard
      Brott

                            	 
	 	
                              Title:

                            	
                              Director

                            	 


                    

                  

                

              

            

          

        

      

    

    
       

      
        
          
            Signature
Pages to Consent and Second Amendment to Credit
Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      
        
          
            
              
                
                  
                    
                      	 	
                              TREE
      CITY INC.,

                              an
      Ontario corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Robert
      E. Dickson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Glenn
      Gibson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 


                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      	 	
                              VERITAS
      COMMUNICATIONS INC.,

                              an
      Ontario corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Robert
      E. Dickson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Glenn
      Gibson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 


                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      	 	
                              656712
      ONTARIO LIMITED,

                              an
      Ontario corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Robert
      E. Dickson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Glenn
      Gibson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 


                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
          
            Signature
Pages to Consent and Second Amendment to Credit
Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        	 	
                                NORTHSTAR
      RESEARCH HOLDINGS CANADA INC., 

                                an
      Ontario corporation

                              
	 	 
	 	 
	 	
                                By:

                              	
                                /s/

                              	 
	 	
                                Name:

                              	
                                Robert
      E. Dickson

                              	 
	 	
                                Title:

                              	
                                Director

                              	 
	 	 	 	 
	 	 	 	 
	 	
                                By:

                              	
                                /s/

                              	 
	 	
                                Name:

                              	
                                Gavin
      Swartzman

                              	 
	 	
                                Title:

                              	
                                Director

                              	 


                      

                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      	 	
                              NORTHSTAR
      RESEARCH PARTNERS INC.,

                              an
      Ontario corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Robert
      E. Dickson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Gavin
      Swartzman

                            	 
	 	
                              Title:

                            	
                              Director

                            	 


                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      	 	
                              X
      CONNECTIONS INC., 

                              an
      Ontario corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Robert
      E. Dickson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Glenn
      Gibson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 


                    

                  

                

              

            

          

        

      

    

    
       

      
        
          
            Signature
Pages to Consent and Second Amendment to Credit
Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      
        
          
            
              
                
                  
                    
                      	 	
                              STUDIO
      PICA INC., a federal company 

                              organized
      under the laws of Canada

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Richard
      Brott

                            	 
	 	
                              Title:

                            	
                              Director

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Terry
      M. Johnson

                            	 
	 	
                              Title:

                            	
                              Director

                            	 


                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      	 	
                              ZIG
      INC., 

                              an
      Ontario corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Michael
      Sabatino

                            	 
	 	
                              Title:

                            	
                              Authorized
      Signatory

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Mitchell
      Gendel

                            	 
	 	
                              Title:

                            	
                              Authorized
      Signatory

                            	 


                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      	 	
                              6
      DEGREES INTEGRATED COMMUNICATIONS INC.

                              (formerly
      known as Accumark Communications Inc.),

                              an
      Ontario corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Michael
      Sabatino

                            	 
	 	
                              Title:

                            	
                              Authorized
      Signatory

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Mitchell
      Gendel

                            	 
	 	
                              Title:

                            	
                              Authorized
      Signatory

                            	 


                    

                  

                

              

            

          

        

      

    

    
       

      
        
          
            Signature
Pages to Consent and Second Amendment to Credit
Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      
        
          
            
              
                
                  
                    
                      	 	
                              MAXXCOM
      (NOVA SCOTIA) CORP.,

                              a
      Nova Scotia corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Michael
      Sabatino

                            	 
	 	
                              Title:

                            	
                              Authorized
      Signatory

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Mitchell
      Gendel

                            	 
	 	
                              Title:

                            	
                              Authorized
      Signatory

                            	 


                    

                  

                

              

            

          

        

      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      	 	
                              BRYAN
      MILLS IRADESSO CORP.,

                              an
      Ontario corporation

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Michael
      Sabatino

                            	 
	 	
                              Title:

                            	
                              Authorized
      Signatory

                            	 
	 	 	 	 
	 	 	 	 
	 	
                              By:

                            	
                              /s/

                            	 
	 	
                              Name:

                            	
                              Mitchell
      Gendel

                            	 
	 	
                              Title:

                            	
                              Authorized
      Signatory

                            	 


                    

                  

                

              

            

          

        

      

    

     

    
       

      
        
          
            Signature
Pages to Consent and Second Amendment to Credit
Agreement

          

        

        
          
          

          
            

          

        

        
          
          

        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    SHOUT
      MEDIA LLC,

                                    a
      California limited liability company

                                  	 
	 	 	 
	 	 	 
	 	
                                    By:

                                  	
                                    /s/

                                  	 
	 	
                                    Name:

                                  	
                                    Michael
      Sabatino

                                  	 
	 	
                                    Title:

                                  	
                                    Authorized
      Signatory

                                  	 
	 	 	 	 
	 	 	 	 
	 	
                                    By:

                                  	
                                    /s/

                                  	 
	 	
                                    Name:

                                  	
                                    Mitchell
      Gendel

                                  	 
	 	
                                    Title:

                                  	
                                    Authorized
      Signatory

                                  	 


                          

                        

                      

                    

                  

                

              

            

          

           

           

          
            
              
                
                  
                    
                      
                        
                          	 	
                                  EXPECTING
      PRODUCTIONS, LLC,

                                  a
      California limited liability company

                                      by:
      Shout Media LLC, its sole member

                                	 
	 	 	 
	 	 	 
	 	
                                  By:

                                	
                                  /s/

                                	 
	 	
                                  Name:

                                	
                                  Michael
      Sabatino

                                	 
	 	
                                  Title:

                                	
                                  Authorized
      Signatory

                                	 
	 	 	 	 
	 	 	 	 
	 	
                                  By:

                                	
                                  /s/

                                	 
	 	
                                  Name:

                                	
                                  Mitchell
      Gendel

                                	 
	 	
                                  Title:

                                	
                                  Authorized
      Signatory

                                	 


                        

                      

                    

                  

                

              

            

          

           

           

          
            
              
                
                  
                    
                      
                        
                          
                            	 	
                                    SLOANE
      & COMPANY LLC,

                                    a
      Delaware limited liability company

                                  	 
	 	 	 
	 	 	 
	 	
                                    By:

                                  	
                                    /s/

                                  	 
	 	
                                    Name:

                                  	
                                    Michael
      Sabatino

                                  	 
	 	
                                    Title:

                                  	
                                    Authorized
      Signatory

                                  	 
	 	 	 	 
	 	 	 	 
	 	
                                    By:

                                  	
                                    /s/

                                  	 
	 	
                                    Name:

                                  	
                                    Mitchell
      Gendel

                                  	 
	 	
                                    Title:

                                  	
                                    Authorized
      Signatory

                                  	 


                          

                        

                      

                    

                  

                

              

            

          

          


          


          
             

            
              
                
                  Signature
Pages to Consent and Second Amendment to Credit
Agreement

                

              

              
                
                

                
                  

                

              

              
                
                

              

               

            

          

           

        

      

    

    
      
        
          
            
              
                
                  
                    
                      	 	
                              WELLS
      FARGO CAPITAL FINANCE, LLC, formerly known as Wells Fargo Foothill,
      LLC,

                              a
      Delaware limited liability company, as Agent and as a
    Lender

                            	 
	 	 	 
	 	 	 
	 	
                              By:

                            	/s/
      	 
	 	
                              Title:

                            	Senior
      Vice President	 


                    

                  

                

              

            

          

        

      

    

    


     

     

     

     

     

     

    
       

      
        
          
            Signature
Pages to Consent and Second Amendment to Credit
Agreement