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INSIDER TRADING STATEMENT OF POLICY PROHIBITING INSIDER TRADING (Amended May 2009) This Policy provides guidelines to employees, officers and directors of MDC Partners Inc. and its Partners (“MDC”) with respect to MDC’s securities.

Applicability of Policy This Policy applies to all transactions in MDC’s securities; this means common stock, options for the purchase or sale of common stock, convertible debentures and any other securities MDC may issue from time to time (like preferred stock, warrants and stock options related to MDC’s stock, whether or not issued by MDC, such as exchange traded options). It applies to all executive officers of MDC, all members of MDC’s Board of Directors and all employees of MDC and its subsidiaries who receive or have access to Material Nonpublic Information (see definition below) regarding MDC. This group of people, members of their immediate families, and members of their households are sometimes referred to in this Policy as “Insiders.” This Policy also applies to any person who receives Material Nonpublic Information from any Insider. Any person who possesses Material Nonpublic Information regarding MDC is an Insider for so long as the information is not publicly known. Any employee is an Insider when he or she possesses Material Nonpublic Information.

General Policy It is the policy of MDC to prohibit the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of Material Nonpublic Information in securities trading.

Definition of Material Nonpublic Information Information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of securities. Both positive and negative

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information may be material. While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such information may include: • • • • • • •

Financial results and/or projections of future earnings or losses; Gain or loss of a substantial client; New equity or debt offerings; Acquisitions or divestitures; Significant litigation exposure due to actual or threatened litigation; Major changes in senior management; and Stock splits.

Nonpublic information is information that has not been previously disclosed to the general public and is otherwise not available to the general public.

Specific Policies • No Trading on Material Nonpublic Information. No director, officer or employee of MDC, and no member of such individual’s immediate family or household, may engage in any transaction involving a purchase or sale of MDC’s securities, including any offer to purchase or offer to sell, during any period starting with the date that he or she possesses Material Nonpublic Information concerning MDC, and ending at the close of business on the second Trading Day (see definition below) after the date of public disclosure of that information, or when the nonpublic information is no longer material. The term “Trading Day” means a day on which the NASDAQ or Toronto Stock Exchange is open for trading. • No Tipping. No Insider shall disclose (“tip”) Material Nonpublic Information to any person (including family members) where the information could be used by such person to his or her profit by trading in MDC’s securities, nor can the Insider or related person make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in MDC’s securities. • Confidentiality of Nonpublic Information. It is MDC's policy that employees, officers and directors should not discuss internal MDC matters or developments with anyone outside of MDC, except as required in the performance of regular employment duties. Similarly, employees, officers and directors should not discuss MDC affairs in public or quasi-public areas where conversations may be overheard (e.g., in rest rooms, elevators, restaurants, etc. or during telephone conversations on cellular phones). This prohibition applies to inquiries about MDC that may be made by the financial press, investment analysts or others in the financial community. It is important that all such communications on behalf of MDC be made only through authorized individuals. If any employee, officer or director receives

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any inquiries of this nature, he or she should decline comment and, in accordance with MDC policy on such communications, refer the matter directly to MDC’s Chief Financial Officer.

Potential Criminal and Civil Liability and/or Disciplinary Action 1. Liability for Insider Trading. Insiders are subject to significant monetary penalties and incarceration for engaging in transactions in MDC’s securities when they have knowledge of Material Nonpublic Information regarding MDC. 2. Liability for Tipping. Insiders may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed nonpublic information regarding MDC or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in MDC’s securities. The Securities and Exchange Commission (the “SEC”) and the Ontario Securities Commission (the “OSC”) have imposed large penalties even when the disclosing person did not profit from the trading. The SEC, OSC and the stock exchanges use sophisticated electronic surveillance techniques to uncover insider trading. 3. Disciplinary Actions. Employees of MDC who violate this Policy are subject to disciplinary action by MDC, which may include ineligibility for future participation in MDC’s equity incentive plans or termination of employment.

Recommended Guidelines 1. Window Period. To ensure compliance with this Policy and applicable federal and state/provincial securities laws, MDC strongly recommends that all employees, directors and executive officers having access to MDC’s internal financial statements or other Material Nonpublic Information refrain from making any transactions for purchases or sales (or any other transactions) in MDC’s securities other than during the following period (the “Window Period”): Window Period: The period in any quarter commencing at the close of business on the second Trading Day following the date of public disclosure of the financial results for the prior quarter or year and ending on the 20th Trading Day thereafter (or such shorter time as may be announced by the Company). If public disclosure occurs on a Trading Day before the markets close, then the date of disclosure is considered the first Trading Day following such public disclosure. If the public disclosure occurs after the markets close on a Trading Day, then the date of public disclosure is not considered the first Trading Day following the date of public disclosure.

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The safest period for trading in MDC’s securities, assuming the absence of Material Nonpublic Information, is generally the first ten days of the Window Period. Periods outside the Window Period are more highly sensitive for transactions in MDC’s stock from the perspective of compliance with applicable securities laws. This is due to the fact that executive officers, directors and certain other employees, as any quarter progresses, will be increasingly likely to possess Material Nonpublic Information about the expected financial results for the quarter. The purpose behind the recommended Window Period is to help establish a diligent effort to avoid any improper transaction. Trading outside of the window is strongly discouraged. However, if an Insider chooses to do so, he or she should be particularly careful since the presumption will be that the Insider had, at such time, access to Material Nonpublic Information. It should be noted that even during the Window Period any person possessing Material Nonpublic Information concerning MDC should not engage in any transactions in MDC’s securities until such information has been known publicly for at least two Trading Days. Although MDC may from time to time recommend during a Window Period that directors, executive officers, selected employees and others suspend trading because of developments known to MDC and not yet disclosed to the public, each person is individually responsible at all times for compliance with the prohibitions against insider trading. Trading in MDC’s securities during the Window Period should not be considered a “safe harbor,” and all directors, officers and other persons should use good judgment at all times. 2. Preclearance of Trades. MDC has determined that all executive officers and directors of MDC should refrain from trading in MDC’s securities, even during the Window Period, without first complying with MDC’s “preclearance” process. Each executive officer and director should contact MDC’s General Counsel prior to commencing any trade in MDC’s securities. MDC may also find it necessary, from time to time, to require compliance with the preclearance process from certain employees, consultants and contractors other than and in addition to executive officers and directors. Such individuals will be notified in writing of such determination. 3. Individual Responsibility. Every employee, officer and director has the individual responsibility to comply with this Policy against insider trading, regardless of whether MDC has recommended a Window Period to that person. The guidelines set forth in this Policy are guidelines only, and appropriate judgment should be exercised in connection with any trade in MDC’s securities. An Insider may, from time to time, have to forego a proposed transaction in MDC’s securities even if he or she planned to make the transaction before learning of the Material Nonpublic Information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting.

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Additional Information – Directors and Executive Officers Directors and executive officers of MDC must also comply with the reporting obligations and limitations on short-swing transactions set forth in Section 16 of the Securities and Exchange Act of 1934, as amended. The practical effect of these provisions is that executive officers and directors who purchase and sell (or sell and purchase) MDC’s securities within a six-month period must disgorge all profits to MDC whether or not they had knowledge of any Material Nonpublic Information. Certain types of transactions (including many benefit plan transactions) are not deemed to be “purchases” or “sales” for this purpose and are therefore exempt from this short swing transaction rule, subject in some cases to certain conditions and governmental filing requirements.

Inquiries Please direct your questions as to any of the matters discussed in the Policy to MDC’s General Counsel. Please seek clarification and guidance before you act. Do not try to resolve uncertainties on your own.

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