Execution
Copy


 


AMENDED AND RESTATED MANAGEMENT SERVICES
AGREEMENT


 


AMENDED AND RESTATED
MANAGEMENT SERVICES AGREEMENT (this “Agreement”) dated as of May 6, 2013 (the “Effective Date”)
by and between MDC PARTNERS INC. (the “Company”), NADAL MANAGEMENT LIMITED, (formerly Stallion
Investments Limited) a corporation in which Miles Nadal is the sole shareholder (“NML”), NADAL FINANCIAL
CORPORATION, a corporation in which Miles Nadal is the sole shareholder (“NFC”) and MILES NADAL (the
“Executive”).


 


WITNESSETH:


 


WHEREAS, the Company,
NML, NFC and the Executive are parties to a Management Services Agreement dated April 27, 2007 (as amended, the “Prior
Agreement”), pursuant to which Executive serves as the Chairman and Chief Executive Officer of the Company;


 


WHEREAS, the Company
wishes to assure itself of the services of NML, NFC and the Executive, and NML, NFC and the Executive desire to provide such services
on the terms and conditions set forth below; and


 


WHEREAS, the parties
now wish to terminate the Prior Agreement on the Effective Date and enter into this amended and restated Agreement on the terms
and conditions hereinafter set forth.


 


NOW, THEREFORE,
in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:


 


1.          Term
of Agreement


 


Subject to the termination
provisions of Sections 7 and 8 hereof, the term of this Agreement shall commence on the Effective Date and shall expire on the
fifth anniversary thereof; provided, however, the term of this Agreement shall continue for additional one-year periods thereafter
unless and until either the Company or NML shall give to the other 60 days advance written notice prior to any expiration date
of its intention not to renew the term. The initial term plus any renewal period thereafter, as may be earlier terminated as provided
herein, is collectively referred to herein as the “Term.” The date on which this Agreement terminates, regardless
of the reason therefor, is referred to in this Agreement as the “Date of Termination.”


 


2.          Retention
of NML and NFC


 


The Company hereby
agrees to retain NML and NFC as consultants to render management services to the Company, subject to and in accordance with the
terms and provisions hereof. NML and NFC agree to provide the Company with the services of the Executive upon the terms and conditions
hereinafter set forth.


 




    	 



    	 



    

 


3.          Services
of Executive Provided by NML and NFC


 


(a)           
Position and Authority. During the Term, NML and NFC shall provide the services of the Executive, who shall have the position
of Chief Executive Officer and President of the Company and, if elected by the Board of Directors of the Company (the “Board”),
Chairman of the Board. The Executive shall report directly to the Board. The Executive shall have all the powers, authority, duties
and responsibilities incident to the position and office of Chief Executive Officer of the Company, including effective supervision
and control over, and responsibility for, the day-to-day leadership and management of the business and affairs of the Company.


 


(b)            Responsibilities
of Executive. The Executive agrees to devote his business time, attention, skills and efforts to promote with his best efforts
the interests of the Company and to the due performance of his duties and responsibilities under this Agreement, consistent with
Section 3(a) hereof. Notwithstanding the foregoing, the Executive shall be permitted, upon prior written consent of the Board,
to serve on the board of directors of up to three companies or income trusts unaffiliated with the Company, provided that any such
company does not engage in a Competing Business (as defined in Section 9(a) hereof) and does not transact business for which it
is paid by the Company, except as may be approved in advance upon the prior written consent of the Board. In addition, the Executive
shall be permitted to engage in charitable and civic activities and manage his personal passive investments, provided that such
passive investments are not in a Competing Business and are not in a company that transacts business for which it is paid by the
Company (except for an interest in a publicly held corporation of less than 2% of its outstanding shares); provided, however, that
for the avoidance of doubt, the Company has determined that the current activities of the Executive with respect to his investments
(listed on Exhibit A) are permitted hereunder, subject to periodic review and approval by the Board, in the event of any material
change in the role or time commitment of Executive with such companies and provided that such activities do not in the reasonable
judgment of the Board conflict with a full-time commitment as Chief Executive Officer of the Company. The Executive’s participation
in activities outside of his duties to the Company as described above are further subject to the requirement that such activities
do not interfere with the performance of his duties or responsibilities to the Company under this Agreement in a substantial manner
taking into account all of the circumstances.


 


4.          Retainer
Fee and Other Payments


 


(a)          Annual
Retainer Fee. As compensation for the services hereunder provided by NML and NFC during the Term, the Company shall pay, in
aggregate, to NML and NFC, on a monthly basis in arrears, an annual retainer fee (the “Annual Retainer Fee”)
as follows:


 




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(i) for the
calendar year 2013, at the rate of $1,750,000 per annum (the “2013 Fee Rate”);


 


(ii) for the
calendar year 2014, at the rate of (x) the 2013 Fee Rate if the Company achieves EBITDA growth of less than 5% in 2013 compared
to 2012, or (y) $1,850,000 per annum if the Company achieves EBITDA growth of at least 5% in 2013 compared to 2012; and


 


(iii) for the
calendar year 2015 and for any continuing period of the Term thereafter, at the rate of $2,000,000 per annum, provided that the
Company achieves EBITDA growth of not less than 5% in 2014 compared to 2013, or cumulative EBITDA growth of 10% or more in 2013
and 2014 compared to 2012 (and if such EBITDA growth is not achieved, then the Annual Retainer Fee for 2015 and thereafter shall
remain at the rate actually paid for 2014); or such greater amount as may be approved by the Human Resources & Compensation
Committee of the Board any (the “Compensation Committee”).


 


(b)          Annual
Incentive. During the Term, with respect to each fiscal year, NML shall be eligible to receive an annual fee as an incentive
payment from the Company (the “Annual Incentive”), which Annual Incentive will be comprised collectively of
the potential to receive a “Regular Annual Incentive Payment” and an “EFP Payment”, each as defined below:


 


(i) Regular
Annual Payment. The “Regular Annual Incentive Payment” shall mean a right to receive an incentive opportunity
under the Annual Incentive of up to 250% (assuming maximum performance) of the then current Annual Retainer Fee, based upon criteria
determined by the Compensation Committee, following discussion with the Executive. Such criteria shall include the Executive’s
performance, the overall financial performance of the Company and such other factors as the Compensation Committee shall deem reasonable
and appropriate. Payment of the Regular Annual Incentive Payment component of the Annual Incentive (if any) shall be made at such
time and in accordance with such procedures and forms of payment as may be approved by the Compensation Committee, and in any event
shall be paid no later than 21⁄2 months after the end of the fiscal year in respect of which it is earned.


 


(ii) EFP
Payment. During the Term, with respect to each fiscal year, NML will also be eligible to receive an “EFP Payment”
which shall represent a potential incentive payment under the Company’s Exceptional Financial Performance Incentive Pool
(the “EFP Pool”). The EFP Pool will be calculated each fiscal year for exceptional financial performance by
the Company as reflected by achieving reported EBITDA for such fiscal year in an amount representing not less than 7% growth in
the Company’s reported EBITDA, as compared to the immediately preceding fiscal year’s reported EBITDA performance (such
minimum amount necessary to achieve 7% growth, the “7% EBIDTA Hurdle Amount”). With respect to each fiscal year,
the EFP Pool shall be no less than 25% of the excess of actual Company EBITDA for such fiscal year over the 7% EBITDA Hurdle Amount
applicable to such fiscal year. Notwithstanding the foregoing, the Compensation Committee (on behalf of the Company) shall retain
sole and absolute discretion in determining the amount of the EFP Pool and any allocations and payments under the EFP Pool to NML
and other executive officer, provided that NML may not be allocated more than 60% of the EFP Pool in any applicable year. Each
award to NML under the EFP Pool (if any) will be subject to an appropriate retention agreement to be signed by NML and the Executive.
Payment to NML of any award under the EFP Pool shall be paid at the same time as any earned portion of the Regular Annual Payment.


 




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(c)          Outstanding
Loans. Effective as of the date hereof, the parties acknowledge and agree that the Executive has repaid the Company and satisfied
in full all previously outstanding loans that the Company made to the Executive in an aggregate principal amount equal to $9,820,078,
pursuant to Promissory Notes dated September 22, 1999, March 22, 2000 and September 30, 2004, and a loan to NFC under the 1997
services agreement.


 


(d)          Harmonized
Sales Tax. The Parties acknowledge that certain services may be provided in Canada and to the extent these services are provided
in Canada, they will be paid to NFC. To the extent that the services to be provided hereunder are rendered in Canada, the Company
shall pay to NFC harmonized sales tax (“HST”) in connection with all payments received by NFC hereunder for
such services and shall be responsible for the payment to the applicable taxing authority in Canada, any tax imposed on an employer
to the extent of such services. In the event that the Company is required to pay to NFC taxes other than HST pursuant to this Section
4(d), NFC shall indemnify the Company for the amount of such other taxes to the extent that the Company would not be obliged to
pay such other taxes if the services provided by NFC pursuant to this Agreement were provided to the Company by an employee of
the Company who is paid a salary equal to the relevant amounts paid to NFC hereunder and to the extent that the Company is not
entitled to an input tax credit arising therefrom.


 


(e)          
Additional Management Incentive Payment Opportunity. The Company shall provide to NML (or, at the option of NML, the Executive
or NML’s successor) a management incentive payment in an amount equal to Cdn $10 million upon the first to occur of (i) the
average market price per share of MDC Partners’ Class A Subordinate Voting shares exceeding Cdn $30 per share during any
twenty consecutive trading days (measured as of the close of trading on each applicable date); or (ii) a Change of Control (as
defined in Section 7 of this Agreement). Notwithstanding the foregoing, such incentive payment shall only be provided if one of
the foregoing occurs either (i) during the Term or (ii) within three years following the expiration or other termination of the
Term for any reason, whether by death, retirement, resignation or termination by the Company.


 




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5.          Long-Term
Incentives 


 


NML shall be eligible
to receive awards of stock options, stock appreciation rights, restricted stock, stock units and/or other awards of equity incentives
with respect to shares of the Company’s common stock (or an equivalent amount in cash) as determined by the Compensation
Committee, pursuant to the terms of the Company’s equity incentive plans as in effect from time to time (“Long-Term
Incentives”). For each calendar year during the Term, NML may receive an annual grant of Long-Term Incentives with a
targeted grant-date value of up to 300% of the then-current Annual Retainer Fee, in the discretion of the Compensation Committee.
The determination of the grant-date value for this purposes shall be based upon such reasonable valuation assumptions adopted by
the Compensation Committee consistent with the then-applicable standards utilized by the Company under FAS 123, or any successor
accounting standard for stock-based compensation. The particular types of Long-Term Incentives to be awarded and the terms and
conditions thereof shall be determined by the Compensation Committee in its discretion. In general, it is intended that the Equity
Incentive would become vested and/or exercisable based approximately one-third (1/3) on the continued service of NML and the Executive,
and approximately two-thirds (2/3) on the continued service of NML and the Executive and the achievement of corporate performance
goals to be established by the Compensation Committee, provided, however, that the Compensation Committee shall have the discretion
to pay all or a portion of the Long-Term Incentives in cash.


 


6.          Benefits
and Expenses 


 


(a)          Benefit
Payments. For each calendar year during the Term, the Company shall pay to NML the amount of $500,000 in respect of
all employee benefits and perquisites to be provided by NML to the Executive, which amount represents the costs of the Company
in respect of pension benefits, welfare benefits (including medical, life and disability insurance) and other fringe benefits and
perquisites (including automobile allowance and club memberships) which shall be provided to the Executive by NML. Such amount
shall be paid by the Company on a quarterly basis in arrears, and shall be prorated for any partial calendar year period during
the Term. The Executive shall not be entitled to participation or coverage under any employee pension, welfare or fringe benefit
plan or insurance benefit provided by the Company to its employees and all such coverage shall be provided to the Executive by
NML.  


 


(b)          Business
Expenses. The Company agrees to pay or to reimburse NML for all reasonable, ordinary, necessary and documented business expenses
incurred during the Term in the performance of its services hereunder in accordance with the policy of the Company as from time
to time in effect. NML shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket
expenses for which it seeks payment or reimbursement, and any other information or materials, as the Company may from time to time
reasonably require. Such reimbursement shall be made within 30 days after submission of such information.


 


7.          Termination


 


(a)            Termination
for Cause. The Company, by direction of the Board, shall be entitled to terminate the services of NML and NFC and the Executive
hereunder and the Term hereof for “Cause” upon the giving of written notice to NML and the Executive. For purposes
of this Agreement, the term “Cause” shall mean:


 




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(i)          the
material failure by NML or NFC to cause the services of the Executive to be provided in accordance with Section 2 hereof;


 


(ii)         the
Executive's willful failure or refusal to materially perform his duties and responsibilities to the Company as set forth in Section
3 hereof (other than as a result of a Disability pursuant to Section 7(d) hereof), or to abide by the reasonable directives
of the Board, in each case if such failure or refusal is not cured (if curable) within 15 days after written notice thereof by
the Company;


 


(iii)         the
willful fraud or material dishonesty of the Executive in connection with his position or the performance of duties to the Company
(including any misappropriation of the funds or property of the Company), or the willful misconduct of the Executive in connection
with his position or the performance his performance of duties to the Company;


 


(iv)         the
conviction of Executive in a court of law of, or entering by the Executive of a plea of guilty or no contest to, any felony or
any crime involving material dishonesty or theft;


 


(v)        
willful failure by the Executive to cooperate as directed by the Board with a bona fide Company internal investigation or an investigation
of the Company by governmental, regulatory or law enforcement authorities, if such breach is not cured (if curable) within 15 days
after written notice thereof to the Executive by the Company;


 


(vi)        the
resignation or other termination of the Executive as the Chief Executive Officer of the Company if at the request or instruction
of any governmental, regulatory or law enforcement authority; and


 


(vii)        any
material breach by NML or the Executive of Section 9 hereof, if such breach is not cured (if curable) within 15 days after written
notice thereof to the Executive by the Company.


 


Any notice required to be given by the
Company pursuant to this Section 7(a) shall specify the nature of the circumstance alleged to constitute Cause and the provisions
of this Agreement relied upon, and shall specify the Date of Termination, which shall not be less than 30 days following the date
of such notice. Any termination for Cause shall be effected by a resolution of the 2/3 of the members of the Board, excluding Executive.
Prior to the effectiveness of any such termination, Executive shall be afforded an opportunity to meet with the Board, upon reasonable
notice under the circumstances, and explain and defend any action or omission alleged to constitute grounds for a termination for
Cause; provided that, the Board may suspend Executive from his duties hereunder prior to such opportunity and such suspension shall
not constitute a breach of this Agreement by the Company or otherwise form the basis for a termination for Good Reason.


 




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(b)            Termination
for Good Reason. Provided that a Cause event has not occurred, NML shall be entitled to terminate the services of NML and the
Executive hereunder and the Term hereof for “Good Reason” effective upon the giving of written notice to the Company
within 180 days following the occurrence of the event constituting Good Reason. For purposes of this Agreement, “Good
Reason” shall mean the occurrence of one of the following, without the prior written consent of the Executive:


 


(i) a material
diminution of the Executive’s position or authority as set forth in Section 3 hereof, which breach remains uncured (if curable)
for a period of 15 days after written notice of such breach to the Company;


 


(ii) the Company’s
material breach of the compensation and benefits provisions of Sections 4, 5 or 6 hereof, which breach remains uncured (if curable)
for a period of 15 days after written notice of such breach to the Company;


 


(iii) a notice
of non-renewal of this Agreement given by the Company pursuant to Section 1 hereof; and


 


(iv) following
a Change in Control (as defined below), the Executive not holding the position of chief executive officer of the ultimate parent
corporation or other controlling entity resulting from the Change in Control transaction.


 


Any notice required to be given by the
Executive pursuant to this Section 7(b) shall specify the nature of the circumstance alleged to constitute Good Reason and the
provisions of this Agreement relied upon, and shall specify the Date of Termination, which shall not be less than 30 days following
the date of such notice.


 


For the purposes of this
Agreement, a “Change of Control” shall have the meaning provided in Section 2(b) of the Company’s 2011
Stock Incentive Plan, as in effect on the Effective Date.


 


(c)            Termination
by Company without Cause. The Company, by direction of the Board, shall have the right at any time during the Term to terminate
the services of NML and the Executive hereunder and the Term hereof without Cause by giving 60-days advance written notice to NML
and the Executive, subject to the provisions of Section 8 hereof.


 


(d)          Termination
by NML without Good Reason. NML shall have the right at any time during the Term to terminate the services of NML and the Executive
hereunder and the Term hereof without Good Reason by giving 60-days advance written notice to the Company.


 


(e)          Termination
for Death or Disability. The services of NML and the Executive hereunder and the Term hereof shall automatically terminate
in the event of the Executive's death of “Disability.” For purposes hereof, the term “Disability”
shall mean that the Executive shall be unable to perform his duties hereunder by virtue of illness or physical or mental incapacity
or disability (from any cause or causes whatsoever) for periods aggregating 180 days, whether or not continuous, in any continuous
period of 360 days. The Company shall have the right to terminate the Agreement hereunder as at the end of any calendar month during
the continuance of such Disability upon at least 30 days' prior written notice to NML and the Executive.


 




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8.          Termination
Payments and Benefits 


 


(a)         Termination
for Cause; without Good Reason; Death or Disability. In the event of the termination of the Term hereof (1) by the Company
for Cause pursuant to Section 7(a) hereof; (2) by NML without Good Reason pursuant to Section 7(d) hereof; or (3) by reason of
death or Disability of the Executive pursuant to Section 7(e) hereof, then NML shall be entitled to the following (together, the
“Accrued Rights”):


 


(i)          unpaid
Annual Retainer Fee through the Date of Termination, and any unpaid reimbursable expenses outstanding as of, the Date of Termination;
and


 


(ii)         all
Long-Term Incentives in accordance with the terms of the applicable plans and award agreements to which the awards are subject.


 


In the event of termination of the Agreement
in the circumstances described in this Section 8(a), except as expressly provided in this Section, the Company shall have no further
liability to NML, the Executive or the Executive's heirs, beneficiaries or estate for damages, compensation, benefits, severance
or other amounts of whatever nature, directly or indirectly, arising out of or otherwise related to this Agreement, other than
any indemnification obligations under the Company’s by-laws.


 


(b)            Termination
without Cause; for Good Reason. In the event of a termination of the Term hereof (1) by the Company without Cause pursuant
to Section 7(c) hereof; or (2) by NML for Good Reason pursuant to Section 7(b) hereof, then NML shall be entitled to the following
payments and benefits:


 


		(i)	the Accrued Rights as provided in Section 8(a) hereof;



 


		(ii)	the Annual Incentive with respect to any completed calendar year prior to the Date of Termination,
when otherwise payable to the Company’s senior executives generally, but only to the extent earned in accordance with the
terms of the Annual Incentive and approved by the Compensation Committee but not already paid (the “Accrued Incentive”);



 


		(iii)	a pro-rata portion of the Annual Incentive with respect to the calendar year in which the Date
of Termination occurs, with such pro-rata amount to be equal to the product of (A) the average of the Annual Incentive amounts
paid to the Executive pursuant to Section 4(b) hereof for the three (3) calendar years ending immediately preceding the Date of
Termination (the “Average Incentive Amount”), times (B) a fraction, (x) the numerator of which is the number
of calendar days from January 1 until the Date of Termination, and (y) the denominator of which is 365;





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		(iv)	a severance payment in an amount equal to the product of 3.0 multiplied by the sum of (A) the amount
of then-current Annual Retainer Fee, plus (B) the Average Incentive Amount (the “Termination Payment”). The
Termination Payment (less applicable withholding taxes), shall be paid to NML in a cash lump-sum not later than 60 days following
the Date of Termination, subject to the requirements of Section 8(d) hereof (provided that if such 60 day period straddles two
calendar years, then the Termination Payment shall be made during the portion of such 60 day period that is within the second calendar
year);



 


		(v)	an additional lump-sum cash payment of $1,500,000, which represents the product of 3.0 multiplied
by the benefit payment amount under Section 6(a) hereof; and



 


		(vi)	any Long-Term Incentives granted to NML on or following the date of the Prior Agreement shall continue
to vest and become exercisable and payable (as applicable) until the third anniversary of the Date of Termination on the same basis
as if the Term of this Agreement had remained in effect until such anniversary date, notwithstanding the cessation of the Executive’s
service with the Company, including any requirements for performance-based vesting relating to Company business or financial performance
(but not individual performance following the date of the Prior Agreement).



 


In the event of termination of this Agreement
in the circumstances described in this Section 8(b), except as expressly provided in this Section, the Company shall have no further
liability to NML, the Executive or the Executive’s heirs, beneficiaries or estate for damages, compensation, benefits, severance
or other amounts of whatever nature, directly or indirectly, arising out of or otherwise related to this Agreement, other than
any indemnification obligations under the Company’s by-laws.


 


(c)            Termination
by Reason of Death or Disability. In the event of a termination of the Term hereof by reason of death or Disability pursuant
to Section 7(e) hereof, then (i) NML shall be entitled to payment of the Accrued Rights and the Accrued Incentive, and (ii) the
Executive shall be entitled to any insurance benefits pursuant to the life and disability insurance coverages provided by NML pursuant
to Section 6(a) hereof.


 


(d)          Conditions
to Payments; No Mitigation. The termination payments and benefits provided under this Section 8(b) shall be conditioned upon
NML and the Executive signing and not revoking the mutual waiver and release substantially in the form attached hereto as Exhibit
B within 45 days following the Date of Termination, subject to the Company signing such mutual waiver and release.
 In the event of a breach by the Executive or NML of the restrictive covenants of Section 9 of this Agreement, in addition
to any other remedies at law or in equity available to it, the Company may cease making any further payments and providing the
other benefits provided for in Section 8(b) hereof, without affecting its rights under this Agreement. NML and the Executive shall
be under no duty to mitigate any termination payments or benefits provided under this Section 8(b).


 




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9.          Restrictive
Covenants


 


(a)          General.         The
parties hereto agree that the covenants given in this Section 9 are being given incident to the agreements and transactions described
herein, and that such covenants are being given for the benefit of the Company. During the Term, the Executive has and will continue
to develop a personal relationship with the clients of the Company and a knowledge of those clients' affairs and requirements,
and the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence
and trust. The Executive consequently agrees that it is a legitimate interest of the Company, and reasonable and necessary for
the protection of the Confidential Information, goodwill and business of the Company, which is valuable to the Company, the Executive
makes the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set
forth in this Section 9 were contained in this Agreement. As used in this Section 9, the term "Company" shall include
any subsidiaries, affiliates, and agencies of the Company, and the term "client" shall mean anyone who is a present
client of the Company, or an identified prospective client with whom the Company has taken substantial steps to establish a relationship,
as of the Date of Termination or at any time during the one year period immediately preceding the Date of Termination. As used
in this Section 9, the term “Executive” shall refer to the Executive and NML, collectively.


 


(b)          Non-Competition.
The Executive agrees that, during the Term and continuing for two (2) years after the Date of Termination pursuant to a termination
of the Term for any reason (the “Restricted Period”), the Executive shall not, directly or indirectly, as an
individual, employee, officer, consultant, independent contractor, or partner, in association with any other person, business or
enterprise, except on behalf of the Company, directly or indirectly, engage in or participate in any business that is competitive
with any business that the Company is substantially engaged in during the Term while employing NML and the Executive, relating
to advertising, public relations, or any other marketing communications or marketing consulting services, unless as of the Date
of Termination the Company has disposed of or has ceased to be actively engaged in any such business (together, a “Competing
Business”), nor shall the Executive make any investments in any Competing Business (except for interests in a publicly
held corporation of less than 2% of its outstanding shares). Notwithstanding the foregoing, the Executive shall not be prohibited
from engaging in any business in a separate division or subsidiary that is affiliated with a Competing Business, provided that
Executive has no responsibilities with respect thereto.


 




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(c)          Non-Solicitation
of Employees and Clients. The Executive agrees that, during the Restricted Period, the Executive shall not, as an individual,
employee, officer consultant, independent contractor, partner, shareholder, or in association with any other person, business or
enterprise, except on behalf of the Company, directly or indirectly, and regardless of the reason for the cessation of the Term:
(i) attempt in any manner to persuade any client to cease to do business or to reduce the amount of business which any such client
has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and
such client was originally established in whole or in part through the Executive’s efforts; or (ii) employ as an employee
or retain as a consultant any person, firm or entity who is then or at any time during the preceding twelve months was an employee
of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company
to leave the employ of the Company or to become employed as an employee or retained as a consultant by any person, firm or entity
other than the Company, other than his personal assistant or secretary.


 


(d)          Confidential
Information. During the Term, the Executive will acquire and have access to confidential or proprietary information about the
Company and/or its clients, including but not limited to, trade secrets, methods, models, passwords, access to computer files,
financial information and records, computer software programs, agreements and/or contracts between the Company and its clients,
client contacts, client preferences, creative policies and ideas, advertising campaigns, creative and media materials, graphic
design materials, sales promotions and campaigns, sales presentation materials, budgets, practices, concepts, strategies, methods
of operation, financial or business projections of the Company and information about or received from clients and other companies
with which the Company does business. The foregoing shall be collectively referred to as "Confidential Information".
The Executive is aware that the Confidential Information is not readily available to the public and accordingly, the Executive
also agrees that he will not at any time (whether during the Term or after termination of this Agreement), disclose to anyone (other
than counsel in the course of a dispute arising from the alleged disclosure of Confidential Information or as required by law)
any Confidential Information, or utilize such Confidential Information for Executive’s own benefit, or for the benefit of
third parties. The term "Confidential Information" does not include information which (i) is or becomes generally available
to the public other than by breach of this provision or (ii) the Executive learns from a third party who is not under an obligation
of confidence to the Company or a client of the Company. In the event that the Executive becomes legally required to disclose any
Confidential Information, the Executive will use reasonable efforts to provide the Company with prompt notice thereof so that the
Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 9(c)
to permit a particular disclosure. The Executive further agrees that all memoranda, disks, files, notes, records or other documents,
whether in electronic form or hard copy (collectively, the "Material") compiled by or made available to Executive
during the Term (whether or not the Material constitutes or contains Confidential Information), and in connection with the performance
of Executive’s duties hereunder, shall be the property of the Company and shall be delivered to the Company on the termination
of the Agreement or at any other time upon request. Except in connection with Executive’s obligations under the Agreement,
the Executive agrees not to make or retain copies or excerpts of any such Material. Anything to the contrary notwithstanding, nothing
in this Section 9(c) shall prevent the Executive from retaining a home computer and security system, papers and other materials
of a personal nature, including personal diaries, calendars and Rolodexes, information relating to the Executive’s compensation
or relating to reimbursement of expenses, information that the Executive reasonably believe may be needed for tax purposes, and
copies of plans, programs and agreements relating to the Executive’s employment.


 




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(e)          Intellectual
Property. During the Term, the Executive will disclose to the Company all ideas, inventions and business plans developed by
him during such period which relate directly or indirectly to the business of the Company, including without limitation, any design,
logo, slogan, advertising campaign or any process, operation, product or improvement which may be patentable or copyrightable.
The Executive agrees that all patents, licenses, copyrights, tradenames, trademarks, service marks, planning, marketing and/or
creative policies and ideas, advertising campaigns, promotional campaigns, media campaigns, budgets, practices, concepts, strategies,
methods of operation, financial or business projections, designs, logos, slogans and business plans developed or created by the
Executive during the Term, either individually or in collaboration with others, will be deemed works for hire and the sole and
absolute property of the Company. The Executive agrees, that at the Company's request and expense, the Executive will take all
steps necessary to secure the rights thereto to the Company by patent, copyright or otherwise.


 


(f)          Remedies.
If the Executive commits a breach of any of the provisions of this Sections 9, the Company shall have the right to have the provisions
of this Agreement specifically enforced by any court having jurisdiction without being required to post bond or other security
and without having to prove the inadequacy of the available remedies at law, it being acknowledged and agreed that any such breach
or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to
the Company. In addition, the Company may take all such other actions and remedies available to it under law or in equity and shall
be entitled to such actual damages as it can show it has sustained by reason of such breach.


 


(g)          Acknowledgements.
The parties acknowledge that the type and periods of restriction imposed in the provisions of this Section 9 are fair and reasonable
and are reasonably required in order to protect and maintain the proprietary interests of the Company described above, other legitimate
business interests and the goodwill associated with the business of the Company. If any of the covenants contained in this Section
9, or any part thereof, is held to be unenforceable by reason of it extending for too great a period of time or over too great
a geographic area or by reason of it being too extensive in any other respect, the parties agree (x) such covenant shall be interpreted
to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographic areas as to which
it may be enforceable and/or over the maximum extent in all other respects as to which it may be enforceable, all as determined
by the court or arbitration panel making such determination and (y) in its reduced form, such covenant shall then be enforceable,
but such reduced form of covenant shall only apply with respect to the operation of such covenant in the particular jurisdiction
in or for which such adjudication is made. Each of the covenants and agreements contained in this Section 9 (collectively, the
"Restrictive Covenants") is separate, distinct and severable. The existence of any claim, demand, action or cause
of action of the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense
to the enforcement by the Company of each Restrictive Covenant. The unenforceability of any Restrictive Covenant shall not affect
the validity or enforceability of any other Restrictive Covenant or any other provision or provisions of this Agreement. The temporal
duration of the Restrictive Covenants set forth in this Agreement shall not expire, and shall be tolled, during any period in which
the Executive is in violation of any of the Restrictive Covenants set forth herein, and all restrictions shall automatically be
extended by the period of the Executive's violation of any such restrictions.


 




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10.         Enforceability


 


The failure of any
party at any time to require performance by another party of any provision hereunder shall in no way affect the right of that party
thereafter to enforce the same, nor shall it affect any other party's right to enforce the same, or to enforce any of the other
provisions in this Agreement; nor shall the waiver by any party of the breach of any provision hereof be taken or held to be a
waiver of any subsequent breach of such provision or as a waiver of the provision itself.


 


11.         Assignment


 


The Company, NML and
the Executive agree that the Company shall have the right to assign this Agreement in connection with any asset assignment of all
or substantially all of the Company’s assets, stock sale, merger, consolidation or other corporate reorganization involving
the Company and, accordingly, this Agreement shall inure to the benefit of, be binding upon and may be enforced by, any and all
successors and such assigns of the Company. The Company, NML and Executive agree that NML shall have the right to delegate all
or a portion of its right and obligation to provide Executive’s services to the Company hereunder to another company controlled
by Executive, with the prior consent of the Company (which consent shall not be unreasonably withheld), provided that the Executive
continues to provide the services required under Section 3 hereof, and provided further that the Executive shall not have the right
to assign or otherwise transfer his rights or obligations under this Agreement, and any purported assignment or transfer shall
be void and ineffective. The rights and obligations of the Company and of NML hereunder shall be binding upon and run in favor
of the successors and permitted assigns of the Company and NML, respectively.





 


12.         Modification


 


This Agreement may
not be orally canceled, changed, modified or amended, and no cancellation, change, modification or amendment shall be effective
or binding, unless in writing and signed by the parties to this Agreement, and approved in writing by the Board.


 


13.         Severability;
Survival


 


In the event any provision
or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions
of this Agreement shall nevertheless be binding upon the parties with the same effect as though the invalid or unenforceable part
had been severed and deleted or reformed to be enforceable. The respective rights and obligations of the parties hereunder shall
survive the termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations,
specifically Sections 8 through 25 hereof.


 




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14.         Notice


 


Any notice, request,
instruction or other document to be given hereunder by any party hereto to another party shall be in writing and shall be deemed
effective (a) upon personal delivery, if delivered by hand, or (b) three days after the date of deposit in the mails, postage
prepaid if mailed by certified or registered mail, or (c) on the next business day, if sent by prepaid overnight courier service
or facsimile transmission (if electronically confirmed), and in each case, addressed as follows:


 


If to NML or NFC:


 


c/o Aird & Berlis


181 Bay Street, Suite 1800


Toronto, ON M5J2T9


Canada


(attn: Jack Bernstein)


 


If to
the Executive:


Miles S. Nadal


PO Box N-1991, Paradise Island


Nassau, Bahamas


 


If to the Company:


 


c/o MDC Partners Inc.


745 Fifth Avenue


New York, NY 10151


Attention: General Counsel


Fax: (212) 937-4365


 


Any party may change
the address to which notices are to be sent by giving notice of such change of address to the other party in the manner herein
provided for giving notice.


 


15.         Applicable
Law


 


This Agreement shall
be governed by, enforced under, and construed in accordance with the laws of the state of New York and the federal laws of the
United States applicable therein.


 


16.         No
Conflict


 


NML and the Executive
represents and warrants that neither is subject to any agreement, instrument, order, judgment or decree of any kind, or any other
restrictive agreement of any character, which would prevent either such party from entering into this Agreement or which would
be breached by either such party upon the performance of their duties pursuant to this Agreement.


 




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17.         Entire
Agreement


 


This Agreement represents
the entire agreement between the Company, NML, NFC and the Executive with respect to the provision of services of NML, NFC and
the Executive to the Company, and all prior agreements with respect thereto, including, without limitation, the Prior Agreement,
shall be nullified and superseded hereby except to the extent provided for herein.


 


18.         Arbitration


 


Any controversy, dispute,
or claim arising out of, in connection with, or in relation to, the interpretation, performance or breach of this Agreement, including,
without limitation, the validity, scope, and enforceability of this section, may at the election of any party, be solely and finally
settled by arbitration conducted in the City of New York, New York, by and in accordance with the with the Expedited Procedures
of the Commercial Arbitration Rules of the American Arbitration Association, or any successor organization, then in effect (collectively,
the "Rules"). Each of the parties hereto agrees that such arbitration shall be conducted by a single arbitrator
selected in accordance with the Rules; provided that such arbitrator shall be experienced in deciding cases concerning the matter
which is the subject of the dispute. Any of the parties may demand arbitration by written notice to the other and to the Arbitrator
set forth in this Section 19(b) ("Demand for Arbitration"). Each of the parties agrees that if possible, the award
shall be made in writing no more than 30 days following the end of the proceeding. Any award rendered by the arbitrator(s) shall
be final and binding and judgment may be entered on it in any court of competent jurisdiction. Each of the parties hereto agrees
to treat as confidential the results of any arbitration (including, without limitation, any findings of fact and/or law made by
the arbitrator) and not to disclose such results to any unauthorized person. The parties intend that this agreement to arbitrate
be valid, enforceable and irrevocable. In the event of any arbitration with regard to this Agreement, each party shall pay its
own legal fees and expenses, provided, however, that the parties agree to share the cost of the Arbitrator’s fees. If NML
or the Executive substantially prevails in any such arbitration, then the Company shall pay all legal fees incurred by NML and
the Executive to arbitrate the dispute, and all arbitration fees.


 


19.         Headings


 


The headings contained
in this Agreement are for reference purposes only, and shall not affect the meaning or interpretation of this Agreement.


 


20.         Tax
Withholding and Reporting; Currency


 


With respect to any
rights, payments or benefits to or on behalf of NML of the Executive under this Agreement, the Company shall comply with applicable
tax reporting and tax withholding obligations as it deems appropriate, and shall have the right to withhold or deduct from any
such amounts hereunder such federal, state or local taxes as it shall determine are required to be withheld pursuant to any applicable
law or regulation, including the laws of the United States and Canada and their respective subdivisions. Except as otherwise provided
herein, all dollar amounts referred to in this Agreement are denominated in United States currency.


 




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21.         409A
Compliance


 


This Agreement is intended
to comply, to the extent applicable, with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and will be so interpreted. For purposes of this Agreement, a termination of Executive’s, NML’s and NFC’s services
on the Date of Termination shall be determined in a manner consistent with the rules relating to “separation from service”
within the meaning of Section 409A of the Code and the regulations thereunder. Notwithstanding anything herein to the contrary,
(i) if on the Date of Termination Executive is a “specified employee” as defined in Section 409A of the Code, and the
deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination the Agreement
is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company
will (A) defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments
or benefits ultimately paid or provided to Executive) until the date that is six months following the Date of Termination (or the
earliest date as is permitted under Section 409A of the Code), and (B) add to such payment or benefit an interest payment for the
six-month period calculated using the short-term Applicable Federal Rate (monthly compounded) as in effect on the date of termination
under Section 1274(d) of the Internal Revenue Code and (ii) if any other payments of money or other benefits due to NML or the
Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, the parties
agree to restructure the payments or benefits to comply with Section 409A of the Code in a manner which does not diminish the value
of such payments and benefits to NML or the Executive. To the extent any reimbursements or in-kind benefits due to NML or the Executive
under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or
in-kind benefits shall be paid in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). If under this Agreement, an
amount is paid in two or more installments, each installment shall be treated as a “separate payment” within the meaning
of 409A of the Code.


 


22.         Section
280G Provision. NML and the Executive shall be entitled to the rights provided under Exhibit C of this Agreement.


 


23.         Counterparts


 


This Agreement may
be executed in two counterparts or by facsimile transmission, both of which taken together shall constitute one instrument.


 


24.         No
Strict Construction


 


The language used in
this Agreement will be deemed to be the language chosen by the Company, NML, NFC and the Executive to express their mutual intent,
and no rule of law or contract interpretation that provides that in the case of ambiguity or uncertainty a provision should be
construed against the draftsman will be applied against any party hereto.


 


*                      *                      *                      *                      *


 




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IN WITNESS WHEREOF, the parties have
executed this Management Services Agreement as of the day and year first above written.


 


	 	MDC Partners Inc.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	Nadal Management Limited	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	Miles Nadal	 
	 	 	 	 
	 	 	 	 
	 	 	Miles Nadal	 
	 	 	 	 
	 	Nadal Financial Corporation	 
	 	(solely for purposes of Sections 2, 3(a), 4(d) and 17 hereof)
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


  




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Exhibit A to Management Services Agreement


 


LIST OF COMPANIES 


 


The Companies for which Executive currently
is an investor in, as of the Effective Date, are as follows:


 


Peerage Capital Fund – Founder – limited
partner


Peerage Capital Group – Founder – general
partner


Trapeze – Media Inc. – founding investor
and shareholder


Peerage Realty and related entities


Artemis Investment Management Limited and all related
entities


  




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Exhibit B to Management Services Agreement


 


MUTUAL RELEASE OF CLAIMS AND COVENANT
NOT TO SUE


 


This
MUTUAL RELEASE OF CLAIMS AND COVENANT NOT TO SUE is executed and delivered (A) by MILES NADAL (“Executive”),
Nadal MANAGEMENT Limited (“NML”) and NADAL FINANCIAL CORPORATION
(“NFC”) (NML and NFC referred to collectively herein as “NML/NFC”) to MDC PARTNERS
INC. (the “Company”), and (B) by the COMPANY to EXECUTIVE and NML/NFC.


 


In consideration of mutual
payments, rights and benefits provided under the Management Services Agreement between Executive, NML/NFC and the Company, dated
___, 2013 (the “Management Services Agreement”), Executive, NML/NFC and the Company hereby agree as follows:


 


Section 1. Severance Benefit. Executive
and NML/NFC specifically acknowledge and agrees that all payments and benefits pursuant to Section 8 of the Management Services
Agreement are in full satisfaction of all amounts due to Executive and NML/NFC as severance pay or benefits from the Company or
its affiliates. Without limiting the generality of Section 2 below, Executive and NML/NFC voluntarily release and waive
any and all rights that Executive or NML/NFC may have or may have had under the Management Services Agreement or to any other severance
pay or benefits from the Company or any of its affiliates.


 


Section 2. Release and Covenant by the
Executive and NML/NFC. NML/NFC and Executive each voluntarily release and forever discharges the Company and its affiliates,
their respective officers, employees, agents, stockholders, successors and assigns (both individually and in their official capacities
with the Company and its affiliates) (together, “Releasees”) from, and covenants not to sue or proceed against
any of the foregoing on the basis of, any and all past or present causes of action, suits, agreements or other claims which Executive,
NML/NFC, and their respective dependents, relatives, heirs, executors, administrators, successors and assigns has or have against
Releasees on their behalf upon or by reason of any matter arising out of the Management Services Agreement, and including, but
not limited to, any alleged violation of the Civil Rights Acts of 1964 and 1991, the Equal Pay Act of 1963, the Age Discrimination
in Employment Act of 1967, the Rehabilitation Act of 1973, the Older Workers Benefit Protection Act of 1990, the Americans with
Disabilities Act of 1990, the Family and Medical Leave Act of 1993, and any other federal or state law, regulation or ordinance,
or public policy, contract or tort law, having any bearing whatsoever on the terms and conditions or cessation of the Management
Services Agreement. Except as expressly stated herein, this release shall not, however, constitute a waiver of any of NML/NFC’s
rights under the Management Services Agreement (including without limitation, any right to indemnification).


 




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Section 3. Release and Covenant by the
Company. In exchange for NML/NFC and Executive’s promises in this Mutual Release, Company agrees to make the all payments
and benefits pursuant to Section 8 of the Management Services Agreement on the terms and conditions described therein. In
consideration of NML/NFC and Executive's agreements and covenants in this Mutual Release, the Company, on behalf of the Releasees,
forever releases and waives any and all claims, counts, causes of action and demands of any kind or nature for money or anything
else, whether such claims are known or unknown, against NML/NFC and Executive, that arose prior to NML/NFC and Executive’s
signing of this Mutual Release or that relate in any way to the Management Services Agreement or the Executive’s performance
thereunder, except for claims, demands, actions or causes of actions arising out of or relating to (i) the Loans (as defined in
the Management Service Agreement) or any other debt or credit obligations of NML/NFC or the Executive or their respective affiliates
to the Releasees, (ii) acts or omissions that only become known to the Company after the date of this Mutual Release and that involve
intentional gross misconduct with respect to the Company, (iii) any claims arising out of actions taken by NML/NFC or the Executive
after the date of this Mutual Release or (iv) any of the Company’s rights under the Management Services Agreement.


 


Section 4. Due Care. NML/NFC and Executive
acknowledge that NML/NFC and Executive have received a copy of this Mutual Release prior to its execution and has been advised
hereby of their opportunity to review and consider this Release for [21 or 45 days - as applicable under ADEA] prior
to its execution. NML/NFC and Executive are hereby advised and acknowledges that they have been advised to consult with an attorney
prior to executing this Mutual Release. NML/NFC and Executive enter into this Mutual Release having freely and knowingly elected,
after due consideration, to execute this Release and to fulfill the promises set forth herein. This Mutual Release shall be revocable
by NML/NFC and Executive during the 7-day period following its execution, and shall not become effective or enforceable until the
expiration of such 7-day period.


 


Section 5. Reliance by Executive, NML/NFC
and Company. NML/NFC and Executive acknowledge that, in NML/NFC and Executive’s decision to enter into this Mutual Release,
NML/NFC and Executive have not relied on any representations, promises or agreements of any kind, including oral statements by
representatives of the Company, except as set forth in this Mutual Release. The Company acknowledges that, in its decision to enter
into this Mutual Release, the Company had not relied on any representations, promises or agreements of any kind, including oral
statements by the Executive, except as set forth in this Mutual Release.


 




    	20



    	 



    

 


This MUTUAL RELEASE OF
CLAIMS AND COVENANT NOT TO SUE is executed by Executive, NML/NFC and the Company on _________________.


 


	 	MDC Partners Inc.	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	Nadal Management Limited	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	Nadal Financial Corporation	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 




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Exhibit C to Management Services Agreement


 


EXCISE TAX GROSS UP


 


A.           Anything
in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any Payment
would be subject to the Excise Tax, then NML shall be entitled to receive an additional payment (the “Gross-Up Payment”)
in an amount such that, after payment by NML of all taxes (and any interest or penalties imposed with respect to such taxes), including,
without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, NML retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding
the foregoing provisions of this Section A of Exhibit C, if it shall be determined that NML is entitled to the Gross-Up Payment,
but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be
made to NML and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate,
equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the
payments under Section 8(b), unless (to the extent permissible under Section 21 of the Agreement) an alternative method of reduction
is elected by NML, and in any event shall be made in such a manner as to maximize the Value of all Payments actually made to NML.
For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments)
shall be reduced. If the reduction of the amount payable under this Agreement would not result in a reduction of the Parachute
Value of all Payments to the Safe Harbor Amount, no amounts payable under the Agreement shall be reduced pursuant to this Section
A of Exhibit C.


 


B.           Subject
to the provisions of Section C of Exhibit C, all determinations required to be made under this Exhibit C, including whether and
when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by a nationally recognized certified public accounting firm to be designated jointly by the Company
and NML (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations to the Company
and NML within 15 business days of the receipt of notice from NML that there has been a Payment or such earlier time as is requested
by the Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined
pursuant to this Exhibit C, shall be paid by the Company to NML within 5 days of the receipt of the Accounting Firm’s determination.
Any determination by the Accounting Firm shall be binding upon the Company, NML and the Executive. As a result of the uncertainty
in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments that will not have been made by the Company should have been made (the “Underpayment”),
consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section
C of Exhibit C and NML thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount
of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of
NML .


 




    	22



    	 



    

 


C.           NML
shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business
days after NML is informed in writing of such claim. NML shall apprise the Company of the nature of such claim and the date on
which such claim is requested to be paid. NML shall not pay such claim prior to the expiration of the 30-day period following the
date on which NML gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect
to such claim is due). If the Company notifies NML in writing prior to the expiration of such period that the Company desires to
contest such claim, NML shall:


 


a.           give
the Company any information reasonably requested by the Company relating to such claim,


 


b.           take
such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,


 


c.           cooperate
with the Company in good faith in order effectively to contest such claim, and


 


d.           permit
the Company to participate in any proceedings relating to such claim;


 


provided, however, that
the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection
with such contest, and shall indemnify and hold NML harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section C of Exhibit C, the Company shall control all proceedings taken in connection with such contest,
and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with
the applicable taxing authority in respect of such claim and may, at its sole discretion, either pay the tax claimed to the appropriate
taxing authority on behalf of NML and direct NML to sue for a refund or contest the claim in any permissible manner, and NML agrees
to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one
or more appellate courts, as the Company shall determine; provided, however, that, if the Company pays such claim and directs NML
to sue for a refund, the Company shall indemnify and hold NML harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties) imposed with respect to such payment or with respect to any imputed income in connection with
such payment; and provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable
year of NML with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore,
the Company’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable
hereunder, and NML shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service
or any other taxing authority.


 




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D.           If,
after the receipt by NML of a Gross-Up Payment or payment by the Company of an amount on NML’s behalf pursuant to Section
C of Exhibit C, NML becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates
or with respect to such claim, NML shall (subject to the Company’s complying with the requirements of Section C of Exhibit
C, if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after
taxes applicable thereto). If, after payment by the Company of an amount on NML’s behalf pursuant to Section C of Exhibit
C, a determination is made that NML shall not be entitled to any refund with respect to such claim and the Company does not notify
NML in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then
the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.


 


E.           Notwithstanding
any other provision of this Exhibit C, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service
or any other applicable taxing authority, for the benefit of NML, all or any portion of any Gross-Up Payment, and NML hereby consents
to such withholding.


 


F.           Definitions.
The following terms shall have the following meanings for purposes of this Exhibit C.


 


(i)          “Excise
Tax” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with
respect to such excise tax.


 


(ii)         
“Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of
Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2),
as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.


 


(iii)        A
“Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2)
of the Code) to or for the benefit of NML, whether paid or payable pursuant to this Agreement or otherwise.


 


(iv)         The
“Safe Harbor Amount” means 2.99 times the “base amount,” within the meaning of Section 280G(b)(3) of the
Code.


 


(v)          “Value”
of a Payment shall mean the economic present value of a Payment as of the date of the change of control for purposes of Section
280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code.


 




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