MDCA MDC Partners Inc

Item 6. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (“DGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

As permitted by the DGCL, our amended and restated certificate of incorporation and amended and restated bylaws contain provisions relating to the limitation of liability and indemnification of directors and officers. The amended and restated certificate of incorporation provides that the Registrant may provide indemnification of (and advancement of expenses to) its current and former directors, officers and agents (and any other persons to which the DGCL permits the Corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, votes of stockholders or disinterested directors or otherwise to the fullest extent permitted by the DGCL or any other law of the State of Delaware as it exists or as it may in the future be amended.

Our amended and restated bylaws provide that the Registrant shall, to the fullest extent permitted or required by the DGCL or other applicable law, as the same exists or may hereafter be amended, indemnify and hold harmless any person who is or was a director or officer of the Registrant and who is or was involved in any manner (including, without limitation, as a party or a witness) or is threatened to be made so involved in any proceeding by reason of such person’s alleged action in an official capacity as a director, officer or agent, or in any other capacity while serving as a director, officer or agent, against all expenses, liabilities and losses actually and reasonably incurred by such person in connection with such proceeding. Our amended and restated bylaws also provide that we shall advance the expenses incurred by a director or officer, whether prior to or after final disposition, and permit us to secure insurance on behalf of any director, officer, employee, or other agent for any liability arising out of his or her action in that capacity, whether or not the DGCL would otherwise permit indemnification.

We have entered into indemnification agreements with each of our directors and executive officers and certain other key employees. The form of agreement provides that we will indemnify each of our directors, executive officers and such other key employees against any and all losses incurred by that director, executive officer, or other key employee in connection with a claim related to his or her status as a director, executive officer, employee or agent of the Registrant to the fullest extent permitted by Delaware law. In addition, the form of agreement provides that we will advance all expenses actually and reasonably paid or incurred by our directors, executive officers and other key employees in connection with such claims.

We maintain insurance policies that indemnify our directors and officers against various liabilities arising under the Exchange Act that might be incurred by any director or officer in his or her capacity as such.