Welcome to TEAM!

We are excited to have you join our company as a Part Time

Promotional Specialist. Your role is integral in delivering the objectives
of the marketing campaigns TEAM creates for our clients. We strive to
provide our employees with a fun and safe working environment to
gain experience, meet and work with great people, and develop both
personally and professionally from your time with TEAM.

This Employee Manual should provide answers to most of the

questions you may have about TEAM and our company policies and
procedures. You are responsible for reading and understanding this
Employee Manual. If anything is unclear, or you have additional
questions about any of the content contained in this manual, please
discuss the matter with your manager and/or the Human Resources
department.

You will be required to sign acknowledgement pages affirming you

have read, understand and agree to the policies and procedures
contained in this manual as a condition of your employment with
TEAM.

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 NOTICE
This Employee Manual has been prepared to inform you of TEAM’s philosophy, employment
practices and policies.

Some Things You Must Understand

The policies in this Employee Manual are to be considered as guidelines.

• The Company, at its discretion, may change, delete, suspend or discontinue any part or
parts of the policies in this Employee Manual, at any time, without prior notice.

• Any such action shall apply to existing as well as to future employees.

• No one other than the CEO or the HR Director of TEAM may alter or modify any of the
policies in this Employee Manual.

Arbitration
This Employee Manual contains an Appendix Agreement that any claim or dispute
between TEAM and you, including, but not limited to, any agreement or event that
predates your execution of the Receipt and Acknowledgment of TEAM’s Employee
Manual, shall be resolved by binding arbitration.

This Employee Manual replaces any and all other or previous TEAM Employee Manuals, or
other the Company policies, whether written or oral. The information contained in this
Manual is not intended to modify the “at will” status of your employment, meaning it is not a
contract or assurance of compensation, continued employment or benefit of any kind.

3
Table of Contents
NOTICE ..................................................................................................................................................... 3
Arbitration ............................................................................................................................................ 3
EMPLOYMENT .......................................................................................................................................... 8
At-Will Employment ............................................................................................................................. 8
EMPLOYMENT STATUS............................................................................................................................. 8
Part-time Nonexempt Employees ........................................................................................................ 8
CUSTOMER RELATIONS ............................................................................................................................ 8
EQUAL OPPORTUNITY EMPLOYMENT ..................................................................................................... 8
HARASSMENT POLICY ............................................................................................................................ 10
Sexual Harassment Defined ............................................................................................................... 10
Other Types Of Harassment ............................................................................................................... 11
Reporting and Resolution................................................................................................................... 11
Non-retaliation ................................................................................................................................... 11
STANDARDS OF CONDUCT ..................................................................................................................... 12
Unacceptable Activities ...................................................................................................................... 12
MDC CODE OF CONDUCT ....................................................................................................................... 14
APPLICABILITY OF THE CODE .............................................................................................................. 14
Compliance with All Applicable Laws ................................................................................................. 14
ACT HONESTLY ................................................................................................................................... 15
Fraud and Similar Irregularities .......................................................................................................... 15
Gifts and Entertainment ..................................................................................................................... 15
Anti-Bribery Laws ............................................................................................................................... 15
Anti-Trust and Competition Laws ....................................................................................................... 16
Procurement Guidelines ..................................................................................................................... 16
Procurement Fraud ............................................................................................................................. 16
Protection and Proper Use of Company Assets .................................................................................. 17
Acceptable Use of Company IT Assets ................................................................................................ 17
Record Keeping, Financial Controls and Disclosure............................................................................ 18
Financial Reporting............................................................................................................................. 18
Document Retention .......................................................................................................................... 19
RESPECT OTHERS & PRESERVE TRUST................................................................................................ 19
Equal Employment Opportunity ......................................................................................................... 19
Health and Safety ............................................................................................................................... 20
Workplace Harassment and Violence ................................................................................................ 20
ACT LIKE AN OWNER .......................................................................................................................... 21
Confidential Information .................................................................................................................... 21
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 Conflicts of Interest ............................................................................................................................ 21
Related Party Transactions ................................................................................................................ 22
Insider Trading.................................................................................................................................... 24
Definition of Material Nonpublic Information.................................................................................... 24
Specific Prohibited Activities ................................................................................................................. 25
Potential Criminal and Civil Liability and/ or Disciplinary Action ............................................................ 25
Guidelines ........................................................................................................................................... 26
No Short-Term Trading by Directors and Executive Officers .............................................................. 27
Inquiries ............................................................................................................................................... 27
DEMAND EXCELLENCE ........................................................................................................................ 27
Whistleblower Hotline and Reporting ............................................................................................... 27
Reporting Concerns and Complaints .................................................................................................. 28
Scope of Matters Covered by These Procedures ................................................................................ 28
Receipt of Employee Complaints ........................................................................................................ 29
Treatment of Complaints Received by Audit Committee Chairman .................................................. 29
Whistleblower Hotline Response Procedures ..................................................................................... 29
No Retaliation..................................................................................................................................... 30
Reports of Workplace Incidents ......................................................................................................... 31
Reports of Violations of Code of Conduct........................................................................................... 31
Enforcement of Code of Conduct........................................................................................................ 32
Waivers of Code of Conduct ............................................................................................................... 32
Documenting Compliance with the Code of Conduct ......................................................................... 32
No Rights Created............................................................................................................................... 32
DISCIPLINARY ACTIONS .......................................................................................................................... 33
Discipline Procedure........................................................................................................................... 34
Oral Counseling .................................................................................................................................. 34
Written Warning ................................................................................................................................ 34
ELIGIBILITY TO WORK ............................................................................................................................. 34
PERSONNEL RECORDS AND ADMINISTRATION ..................................................................................... 34
Your Personnel File............................................................................................................................. 35
CONFIDENTIALITY AND NON-DISCLOSURE POLICY................................................................................ 35
WAGE AND SALARY POLICIES................................................................................................................. 35
Pay Period and Pay Cycle ................................................................................................................... 35
Paycheck Distribution......................................................................................................................... 36
Overtime and Time-Keeping Procedures ........................................................................................... 36
Mandatory Deductions from Paycheck .............................................................................................. 36
Error in Pay ......................................................................................................................................... 36
Other Deductions ............................................................................................................................... 36
MEAL AND REST BREAKS........................................................................................................................ 37

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 Meal Periods....................................................................................................................................... 37
Rest Breaks ......................................................................................................................................... 38
Responsibilities................................................................................................................................... 38
Lactation Accommodation Policy ....................................................................................................... 39
GOVERNMENT COVERAGES ................................................................................................................... 39
Workers Compensation...................................................................................................................... 39
Unemployment Compensation .......................................................................................................... 39
Social Security .................................................................................................................................... 40
UNPAID LEAVE ....................................................................................................................................... 40
Family Medical Leave Act ................................................................................................................... 40
Employee Eligibility ............................................................................................................................ 40
Reasons for Leave ............................................................................................................................... 41
Definitions .......................................................................................................................................... 41
Length of Leave .................................................................................................................................. 42
Notice and Certification ..................................................................................................................... 42
Paid Sick Leave ................................................................................................................................... 43
Military Emergency Leave .................................................................................................................. 43
Failure to Provide Certification and to Return from Leave ................................................................ 43
Compensation During Leave .............................................................................................................. 43
Job Reinstatement ............................................................................................................................. 44
Fraudulent Use of FMLA Prohibited ................................................................................................... 44
Additional Information Regarding FMLA ........................................................................................... 44
Pregnancy Disability Leave ................................................................................................................. 44
Leave Entitlement ............................................................................................................................... 45
Reasonable Accommodation for Pregnancy-Related Disabilities ...................................................... 45
Advance Notice and Medical Certification ......................................................................................... 45
Duration of the Leave of Absence ...................................................................................................... 45
Reinstatement .................................................................................................................................... 46
Integration with Other Benefits. ........................................................................................................ 46
Military Reserves or National Guard Leave of Absence ..................................................................... 47
Jury Duty............................................................................................................................................. 47
SEPARATION OF EMPLOYMENT ............................................................................................................. 47
Termination / Severance .................................................................................................................... 47
Return of Company Property ............................................................................................................. 48
WORKPLACE POLICIES ............................................................................................................................ 48
Attendance Policy............................................................................................................................... 48
Electronic Communications Policy ..................................................................................................... 48
Representation of the Company ........................................................................................................ 48
Drug Free Workplace Policy ............................................................................................................... 49
Dress Code.......................................................................................................................................... 49

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 Nepotism in the Workplace ............................................................................................................... 49
Conflicts of Interest with Competing Clients ..................................................................................... 49
Managed Spend Card (“MSC”) ........................................................................................................... 50
POLICY REGARDING WORKPLACE VIOLENCE ..................................................................................... 50
APPENDIX A ............................................................................................................................................ 52
APPENDIX B ............................................................................................................................................ 55

7
EMPLOYMENT

At-Will Employment
Your employment with TEAM (the “Company” or Team) is at-will. This means that neither you nor the
Company has entered into a contract regarding the duration of your employment. You are free to
terminate your employment with the Company at any time, with or without reason. Likewise, the
Company has the right to terminate your employment, or otherwise discipline, transfer, or demote
you at any time, with or without reason, at the discretion of the Company

No employee of the Company can enter into an employment contract for a specified period of time or
make any agreement contrary to this policy without written approval from the CEO.

EMPLOYMENT STATUS
Part-time Nonexempt Employees
Your employment status is that of a part-time, nonexempt employee.

“Part-time” employees are those who are scheduled to work up to 29 hours per week. Part-time
employees may be assigned a work schedule in advance or may work on an as-needed basis. Part-
time employees are not eligible for benefits, except as required by applicable law, or as otherwise
provided for in this Employee Manual. Your position is “non-exempt” under the provisions of the Fair
Labor Standards Act.

You will be notified if your position changes during your employment.

CUSTOMER RELATIONS
The success of the Company depends upon the quality of the relationships between the Company,
our employees, contractors, brands, customers, suppliers and the general public. Our customers'
impression of the Company and their interest and willingness to purchase our services is greatly
formed by the people who serve them. In a sense, regardless of your position, you are the Company's
ambassador. Each employee must be sensitive to the importance of providing courteous treatment in
all working relationships.

EQUAL OPPORTUNITY EMPLOYMENT

The Company is an equal employment opportunity employer. The Company prohibits discrimination
against employees, applicants for employment, individuals providing services in the workplace
pursuant to a contract, unpaid interns and volunteers on the basis of actual or perceived race, color,
creed, religion, sex, physical or mental disability (including gender dysphoria and being a certified
medical marijuana patient), genetic information (including predisposing genetic characteristics), age,
sexual orientation, gender, gender identity, gender expression, ancestry, marital status, familial
status, registered domestic partner status, military and veteran status, certain arrest or conviction
records, domestic violence victim status, civil air patrol status, national origin, immigration status,
pregnancy (including childbirth and related medical conditions, and including medical conditions
related to lactation) or medical condition (cancer and genetic characteristics). For purposes of this
8
policy, discrimination on the basis of “national origin” also includes discrimination against an
individual because that person holds or presents a driver’s license issued to those who cannot
document their lawful presence in the United States. The Company will not tolerate discrimination or
harassment based upon these characteristics or any other characteristics protected by applicable
federal, state or local law. An applicant’s or employee’s immigration status will not be considered for
any Company employment purpose except as necessary to comply with federal, state or local laws.

It is the policy of the Company to comply with all applicable provisions of the Americans with
Disabilities Act (ADA). The Company does not discriminate against qualified individuals on the basis of
disability and will make reasonable accommodation to the known physical or mental limitations of an
otherwise qualified individual with a disability who is an applicant or employee, barring undue
hardship. Contact the Human Resources department with any questions or requests for
accommodation.

The Company will also consider requests for reasonable accommodations for conditions related to
pregnancy, childbirth or related medical conditions, if requested with the advice of the employee’s
health care provider, as required by law.

If you believe you have been subjected to any form of unlawful discrimination, submit a complaint to
your own or any other supervisor or HR. Your complaint should be specific and should include the
names of the individuals involved and the names of any witnesses. The Company will immediately
undertake an effective, thorough and objective investigation and attempt to resolve the situation.

If the Company determines that unlawful discrimination has occurred, effective remedial action will
be taken, commensurate with the severity of the offense. Appropriate action will also be taken to
deter any future discrimination. Whatever action is taken will be made known to you. The Company
will not retaliate against you for filing a complaint and will not knowingly permit retaliation by
management employees or your coworkers. Any employee involved in discriminatory practices may
be subject to disciplinary action, up to and including termination.

Equal employment opportunity notices are posted near employee gathering places and in online
company web portals as required by law. These notices summarize the rights of employees to equal
opportunity in employment and list the names and addresses of the various government agencies
that may be contacted in the event that any person believe he or she has been discriminated against.

Management is primarily responsible for seeing that the Company’s equal employment opportunity
policies are implemented, but all members of the staff share in the responsibility for assuming that by
their personal actions the policies are effective and apply uniformly to everyone.

The Company will not tolerate intimidation, threats or impeding the voting activities of employees to
influence them to vote or refrain from voting for a particular candidate or proposition. Additionally,
the Company will not threaten or attempt to influence the political opinions of its employees by
placing any political material within an employee’s pay envelope.

9
HARASSMENT POLICY
The Company will take all reasonable steps to prevent discrimination and harassment from occurring.
Applicable law prohibits harassment against employees, applicants for employment, individuals
providing services in the workplace pursuant to a contract, unpaid interns and volunteers on the basis
of actual or perceived race, color, creed, religion, sex, physical or mental disability (including gender
dysphoria and being a certified medical marijuana patient), genetic information (including
predisposing genetic characteristics), age, sexual orientation, gender, gender identity, gender
expression, ancestry, marital status, familial status, registered domestic partner status, military and
veteran status, certain arrest or conviction records, domestic violence victim status, civil air patrol
status, national origin, immigration status, pregnancy (including childbirth and related medical
conditions, and including medical conditions related to lactation) or medical condition (cancer and
genetic characteristics). For purposes of this policy, harassment and discrimination on the basis of
“national origin” also includes harassment and discrimination against an individual because that
person holds or presents the a driver’s license issued to those who cannot document their lawful
presence in the United States. The Company will not tolerate discrimination or harassment based
upon these characteristics or any other characteristics protected by applicable federal, state or local
law. An applicant’s or employee’s immigration status will not be considered for any Company
employment purpose except as necessary to comply with federal, state or local laws.

The Company’s anti-harassment policy applies to all persons involved in the operations of the
Company and prohibits harassment by any employee of the Company including managers, supervisors
and coworkers.

Sexual Harassment Defined

Federal law defines sexual harassment as unwanted sexual advances, requests for sexual favors or
visual, verbal or physical conduct of a sexual nature when:
a. submission to such conduct is made a term or condition of employment; or
b. submission to or rejection of such conduct is used as basis for employment decisions
affecting the individual; or
c. such conduct has the purpose or effect of unreasonably interfering with an employee’s work
performance or creating an intimidating, hostile or offensive working environment.

Federal and state law definitions of sexual harassment include various forms of offensive behavior.
The following is a partial list:
• Unwanted sexual advances.
• Offering employment benefits in exchange for sexual favors.
• Making or threatening reprisals after a negative response to sexual advances.
• Visual conduct: leering, making sexual gestures, displaying of sexually suggestive objects or
pictures, cartoons or posters, emails or websites.
• Verbal conduct: making or using derogatory comments, epithets, slurs, sexually explicit
jokes, or comments about an employee’s body or dress.
• Verbal sexual advances or propositions.
• Verbal abuse of a sexual nature, graphic verbal commentary about an individual’s body,
sexually degrading words to describe an individual, suggestive or obscene letter, notes or
10
 invitations.
• Physical conduct: touching, assault, impeding or blocking movements.
• Retaliation for reporting harassment or threatening to report harassment.

It is unlawful for males to sexually harass females or other males, and for females to sexually harass
males or other females. Sexual harassment on the job is unlawful whether it involves coworker
harassment, harassment by a supervisor or manager, or by persons doing business with or for the
Company.

Other Types Of Harassment

Prohibited harassment on the basis of the following other legally protected characteristics is also
prohibited: race, color, religion, creed, pregnancy (including childbirth, lactation and related medical
conditions), age (40 and over), national origin or ancestry, physical or mental disability, genetic
information, sexual orientation, gender, gender identity, gender expression, marital status, registered
domestic partner status, military or veteran status, civil air patrol status, or medical condition (cancer
and genetic characteristics), genetic information or any other consideration protected by federal,
state or local laws, includes behavior similar to sexual harassment such as:
• Verbal conduct such as threats, epithets, derogatory comments or slurs
• Verbal abuse
• Visual conduct such as derogatory posters, photographs, cartoons, drawings or gesture
• Physical conduct such as assault, unwanted touching, impeding or blocking normal movement
• Retaliation for reporting harassment or threatening to report harassment.

Reporting and Resolution

To ensure prompt and thorough investigation of a harassment complaint, the complaint should
provide as much information as possible. Management cannot assist in stopping harassment if it is
unaware of the problem. It is the policy of the Company to investigate claims of sexual harassment,
or any other prohibited harassment or discrimination, and to promptly and effectively eliminate
such conduct. The investigation will be kept as confidential as possible, consistent with the need to
determine the facts. Retaliation against a person for making a good faith report of harassment is
prohibited by law and by Company policy. If an investigation confirms a violation of this policy,
appropriate corrective and remedial action will be taken immediately to end the harassment and to
discipline the violator.

The Company prohibits any employee from retaliating in any way against anyone who has raised
any concern about sexual harassment or discrimination against another individual.

The Company will investigate any complaint of sexual harassment and will take immediate and
appropriate disciplinary action if sexual harassment has been found within the workplace.

Non-retaliation
It is against Company policy for any Employee to be subject to retaliation if he or she exercises his
or her right to assert claims under this handbook. If any Employee believes that he or she has been

11
 retaliated against by anyone at the Company, the Employee should immediately report this to HR.

STANDARDS OF CONDUCT
Whenever people gather together to achieve goals, some rules of conduct are needed to help
everyone work together efficiently, effectively and harmoniously. By accepting employment with us,
you have a responsibility to the Company and to your fellow employees to adhere to certain rules of
behavior and conduct whether you are at work on Company property or at a client or customer or
company-sponsored event. The Company also expects all employees to perform their job to the
satisfaction of the Company.

Unacceptable Activities
Generally speaking, we expect each person to act in a mature and responsible way at all times. If
you have any questions concerning any work safety rule or any of the unacceptable activities
listed below, please see Human Resources for an explanation.
Note that the following list of Unacceptable Activities does not include all types of conduct that
can result in disciplinary action, up to and including termination.

1. Violation of any company rule; any action that is detrimental to the Company’s business
efforts.
2. Violation of security or safety rules or failure to observe safety rules or the Company safety
practices; failure to wear required safety equipment; tampering with the Company’s safety
equipment.
3. Any action which endangers the life or safety of another person.
4. Being intoxicated or under the influence of a controlled substance; use, possession or sale of
a controlled substance in any quantity while on company premises, or when representing the
Company, except medications prescribed by a physician which do not impair work
performance.
5. Unauthorized possession of dangerous or illegal firearms, weapons or explosives on company
property or when representing the Company.
6. Engaging in criminal conduct or acts of violence or making threats of violence toward anyone
on company premises or when representing the company; fighting or provoking a fight on
company property or when representing the Company
7. Insubordination or refusing to obey instructions properly issued by your manager pertaining
to your work; refusal to help on a special assignment.
8. Threatening, intimidating or coercing fellow employees; Engaging in an act of sabotage.
9. Negligently causing the destruction or damage of company property, or the property of fellow
employees, customers, suppliers or visitors in any manner.
10. Theft or unauthorized possession of company or customer/brand property or the property of
fellow employees; unauthorized possession or removal of any company property, including
documents, from the premises without prior permission from management; unauthorized use
of company equipment or property for personal reasons.
11. Dishonesty; falsification or misrepresentation on your application for employment or other
work records; lying about being sick; falsifying reason for a leave of absence or other data
12
 requested by the Company; alteration of company records or other company documents.
12. Giving confidential or proprietary Company information to competitors or other organizations
or to unauthorized Company employees; breach of confidentiality of personnel information.
13. Immoral conduct or indecency on company property or when representing the Company.
14. Unsatisfactory work; failure to meet production or quality standards as explained to you by
your manager.
15. Any act of unlawful harassment or discrimination.
16. Leaving work before the end of an event or not being ready to work at the start of an event
without approval of your manager; stopping work before time specified.
17. Sleeping or loitering during work hours.
18. Excessive use of company telephone for personal calls.
19. Smoking in restricted areas or at times that interfere with or disrupt company operations, as
specified by department rules.
20. Creating or contributing to unsanitary conditions.
21. Posting, removing or altering notices on any bulletin board on company property without the
permission of an officer of the Company, unless otherwise permitted by law.
22. Failure to report an absence or late arrival; excessive absence or lateness.
23. Obscene or abusive language toward any manager, employee or customer; indifference or
rudeness towards a customer or fellow employee; any disorderly/antagonistic conduct on
company premises or while representing the Company.
24. Alteration of your own records; or altering another employee’s records or causing someone
to alter your records.

13
MDC CODE OF CONDUCT

APPLICABILITY OF THE CODE

MDC Partners Inc. and its subsidiaries and affiliates (collectively “MDC” or “The Company”) are committed
to conducting its business in accordance with applicable laws, rules and regulations, and the highest
standards of business ethics, and to full and accurate disclosure in compliance with applicable laws, rules
and regulations. This Code of Conduct applies to all directors, officers and employees of the Company as
well as “Other Relevant Persons” (a group that includes all consultants, contractors, subcontractors or the
like that deal with or do business on behalf of the Company) and sets forth-specific policies and
requirements to guide you in the performance of your duties.

As a director, officer or employee of the Company, you must not only comply with applicable laws, rules
and regulations; you also must engage in and promote honest and ethical conduct and abide by the
policies and procedures that govern the conduct of the Company's business. Your responsibilities include
helping to create and maintain a culture of high ethical standards and commitment to compliance, and,
in the case of directors and officers, maintaining a work environment that encourages employees to raise
concerns to the attention of management and promptly addresses employee compliance concerns.

Compliance with All Applicable Laws

It is the policy of the Company to comply strictly with all laws and regulations governing its operations.
You are therefore required to comply with the laws, rules and regulations that govern the conduct of the
Company's business including, without limitation, all laws prohibiting insider trading, antitrust laws,
money laundering, bribery and improper payments, and to report any suspected violations in accordance
with the section below titled "Reports of Violations of Code of Conduct."

14
 ACT HONESTLY

Fraud and Similar Irregularities

The Company prohibits fraudulent activities and establishes procedures to be followed concerning the
recognition, reporting and investigation of suspected fraud. Fraud includes, but is not limited to:

• Dishonest or fraudulent acts;

• Embezzlement, forgery or alteration of monetary instruments;

• Misappropriation of Company assets;

• Falsification of Company records or financial statements.

Gifts and Entertainment

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound
working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be
offered, given, provided or accepted by any Company employee or officer unless it: (1) is not a cash gift, (2)
is consistent with customary business practices, (3) is reasonable in value, (4) cannot be construed as a
bribe or payoff and (5) does not violate any laws, regulations or applicable policies of the other party’s
organization. Please contact MDC Compliance and Risk Management regarding any gifts or proposed gifts
that you are not certain are appropriate.

Anti-Bribery Laws

Practices that are considered acceptable in the commercial business environment, such as providing
meals, transportation, entertainment or other things of value, may violate certain local, state, US or
international laws when we are dealing with governmental officials, employees or agents (“agents”). You
must not give or offer to give anything of value to governmental agents if this could be interpreted as an
attempt to curry favor on behalf of the Company. You must consult the General Counsel prior to any
interactions with government or quasi-government agents for business-related purposes.

The U.S. Foreign Corrupt Practices Act (“FCPA”) generally prohibits giving or offering to give money or
anything of value to foreign government officials, foreign political parties or candidates for foreign
political office for the purpose of influencing a foreign government in order to assist in obtaining or
retaining business or directing business to any person. This includes making any payments through
intermediaries, such as sales representatives or consultants. Before making any payment or giving
anything of value to a foreign official, employees and other relevant persons must consult with the
Company’s General Counsel. Violations of the FCPA can result in civil and criminal penalties for both the
Company and the individuals involved.

15
Commercial bribery of any nature is a violation of Company policy and is illegal under U.S. and
international law. You are strictly prohibited from offering any form of bribe, kickback or inducement
to any person.

Anti-Trust and Competition Laws

In most countries, there are laws that govern the ways in which the Company may compete. The purpose
of these laws (sometimes known as “competition” or “antitrust” laws) is to prevent interference with a
competitive market system. Under these laws, companies or individuals may not enter into formal or
informal agreements with other companies or individuals or engage in certain other activities that
unreasonably restrict competition. Illegal practices can include, among others, price fixing, allocating
customers or territories or unlawfully abusing a dominant market position.

In contacts with competitors, you are generally prohibited from discussing competitively sensitive
information, such as prices, pricing policies, contract terms, costs, business plans, plans with respect to
renovation or acquisition of property, and other proprietary or confidential information. Such discussions
or any collaboration with a competitor about competitively sensitive matters can be illegal. Particular care
should be taken when attending or participating in meetings of trade associations and similar industry
organizations. While discussions of some sensitive information may, under certain circumstances, be
permissible, no such discussions with competitors should take place without prior approval of the General
Counsel. You are required to report promptly to the General Counsel any instance in which a competitor
has suggested that you collaborate with them or where you suspect someone may have inappropriately
shared competitively sensitive information. If you become aware of any violations of this policy or have
uncertainty surrounding acceptable use of the policies and laws stated above, please contact MDC Legal,
MDCCompliance and Risk Management, and/or the Whistleblower hotline.

Procurement Guidelines

All personnel making purchasing decisions should adhere to the following process and approach for
supplier/vendor selection. Supplier/Vendor selection should be a formal and structured process where
there is documentation supporting the following: suppliers invited, criteria of invited suppliers against
required needs, requirements for the goods or services needed. Submission documents from each supplier
and final selection rationale. The tendering process must be fair and equitable, and the final supplier should
be selected based on objective metrics through a documented process. If you have questions, please
reference MDC Procurement’s Standard Operating Procedure or contact MDC Procurement.

Procurement Fraud

Procurement fraud is defined as illegal conduct by which the offender gains an advantage, avoids an
obligation or causes damage to his/her organization. Common examples of procurement fraud include:

• Inflating contract prices and approving inflated invoices above market values. Creating false
invoices for products and services that do not exist.

• Creation of shell companies to facilitate fraudulent payments;

16
 • Collusion to fix bidding and bid rigging between suppliers.

Protection and Proper Use of Company Assets

You are required to protect the Company's assets and ensure their efficient use. Theft, carelessness and
waste have a direct impact on the Company's profitability. The Company's assets must only be used for
legitimate business purposes. The Company’s name and names of its subsidiaries are also valuable
assets that are to be protected. You must use these names only for authorized Company business and
not in connection with any personal activities. This policy also applies to any and all property of the
Company's clients or prospective clients with which the Company and its employees may be entrusted.

Acceptable Use of Company IT Assets

Technology offers tremendous opportunities for creative expression and access to a wealth of knowledge.
This policy is not intended to create inappropriate or unreasonable restrictions on creativity, knowledge
acquisition, processing and/or dissemination. However, it is necessary to set appropriate and reasonable
boundaries to protect employees and the Company from illegal and/or damaging actions by individuals.
This policy covers the use of Information Systems by all employees, including full-time, part-time, contract
employees, freelancers and consultants working at the Company.

Employees should never use company computers, email systems, or equipment for outside business
purposes, illegal or unethical activities such as creating, storing or sending contents that others may find
inappropriate, offensive, or disrespectful. Employees should understand that all third-party assets,
including but not limited to software, may only be licensed or purchased through the Company’s IT group.
When in doubt, the employee should contact his/her respective IT group.

Various information is intended for specific individuals and may not be appropriate for general
distribution. Employees should exercise caution when forwarding messages. As with other forms of
communication, it is everyone’s responsibility that information distributed via e-mail be directed only to
those who have a need to know. Employees who release sensitive company information, whether or not
the release is inadvertent, may be subject to discipline up to and including termination.

All information that exists in the Company e-mail system and Company-owned equipment is the property
of the Company; including contents of files and databases. The Company reserves the right to look at the
contents of accounts when violation of policy or security is suspected, and, in these matters, senior
management approval must be obtained. Any personal information or files stored on Company computer
systems become the property of the Company. As such, the company reserves the right to withhold all
such files and information upon termination. Refer to the IT Operations Manual for further guidance
relating to IT policies. The IT Operations Manual outlines in detail, the appropriate and responsible use of
the Company’s Information Systems (including computers, internet, e-mail. instant messaging, social
media, file downloads, copyrighted software, account and password security, anti-virus; etc.).

17
 Record Keeping, Financial Controls and Disclosure

It is the Company's policy to make full, fair, accurate, timely and understandable disclosure in compliance
with all applicable laws and regulations in all reports and documents that the Company files with, or submits
to, the Securities and Exchange Commission and Canadian securities regulators and in all other public
communications made by the Company. The Company's management have the general responsibility for
preparing such filings and other such communications and shall ensure that such filings and
communications comply with all applicable laws and regulations. No false, misleading or deliberately
inaccurate entries shall be made in the Company's books and records for any reason. It is the responsibility
of Company employees to assure that all business transactions are properly authorized, accurately
identified and promptly recorded in the financial statements. Individuals in supervisory positions have the
added responsibility to communicate relevant policies and procedures to subordinates and to exercise
care in reviewing records to ensure that full and accurate financial statements are created. Employees
must also provide all necessary information to management when requested and must inform management
if they become aware that information in any such filing or communication was untrue or misleading at
the time such filing or communication was made or if they have information that would affect any filings
or communications to be made in the future.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable
detail, appropriately reflect the Company’s transactions, be promptly disclosed in accordance with any
applicable laws or regulations and must conform to both applicable legal requirements and the Company’s
system of internal controls. Business records and communications often become public and we should
avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and
companies that may be misunderstood. This applies equally to e-mail, internal memos and formal reports.
Records should always be retained or destroyed according to the Company’s record retention policies.

Administrative and accounting controls must be implemented to provide reasonable assurance that the
Company is in compliance with the above requirements and that financial and other reports are accurately
and reliably prepared, and fully and fairly disclose all required or otherwise material information.

Financial Reporting

As a public company, it is necessary that the Company’s filings with the U.S. Securities and Exchange
Commission be accurate and timely. The Company expects employees and officers to take this
responsibility very seriously and provide prompt and accurate answers to inquiries related to the
Company’s public disclosure requirements.

The Company’s policy is to comply with all financial reporting and accounting regulations applicable to
the Company. If any employee or officer has concerns or complaints regarding accounting or auditing
matters of the Company, then he or she is encouraged to submit those concerns to the Chief Financial
Officer and/or SVP, Compliance and Risk Management.

18
 Document Retention

The corporate records of the Company are important assets and include essentially all records you
produce as an employee, whether paper or electronic. A “corporate record” may be as obvious as a
memorandum, an email, a contact, or something less obvious such as a computerized desk calendar, an
appointment book, or an expense record. Much of the documentation generated must be retained for
specific minimum time periods which are dictated by government regulations, including, but not limited
to, the Sarbanes-Oxley Act of 2002. Failure to retain such corporate records for those minimum periods
could subject the Company to penalties and fines, cause the loss of rights, obstruct justice, spoil potential
evidence in a lawsuit, place the Company in contempt of court, or seriously disadvantage the Company in
the course of litigation.

The Company has standardized and orderly procedures for the review, retention and/or eventual
destruction of corporate records, enabling the Company to identify and retain those corporate records
necessary to (i) comply with all applicable legal requirements, (ii) promote efficient functioning of the
Company’s business; and (iii) efficiently meet the business needs of the Company, while also enabling the
Company to identify and destroy those corporate records that are no longer relevant to the conduct of that
business. Document retention is a Company decision, not an individual one. Company records belong to
the Company and not to the individuals who generate them. The Company expects all employees to fully
comply with this any additional published records retention or destruction policies and schedules with
respect to all Company documents, in all media formats, or software applications, at all times, noting,
however the following exception: If you believe, or the Company informs you, that certain Company records
are relevant to litigation, or potential litigation (i.e., a dispute that could result in litigation), then you must
preserve those records until the Legal Department determines that the records are no longer needed. This
exception supersedes any previously or subsequently established destruction schedule for those records.
If you believe that this exception may apply, or have any questions regarding its potential availability,
please contact the Company’s General Counsel, Mitchell Gendel, by email (mgendel@mdc-partners.com)
or telephone (646) 429-1803.

For further guidance on Document Retention Standards by Type of Record, refer to the Company’s
Document Retention policy or please contact the Senior Vice-President of Compliance and Risk
Management, Kerry Robinson, by email (krobinson@mdc-partners.com) or telephone (646) 412-6522.

RESPECT OTHERS & PRESERVE TRUST

Equal Employment Opportunity

The Company is committed to providing a safe, orderly, diverse and tolerant work environment that is free
of any discrimination. It is up to all of us to maintain this environment by granting others the same respect,
cooperation and dignity that we deserve ourselves. Managers have a special responsibility to make fair
decisions, encourage lawful and ethical behavior and set an example of how to conduct ourselves properly.
Discrimination against any Company employee or any person with whom the Company has business
dealings on the basis of race, color, religion, sex, age, marital status, national origin, sexual orientation,

19
disability, veteran status, genetic information or citizenship is strictly prohibited. This applies to all areas
of employment, including hiring, training, scheduling, advancement, compensation, benefits, discipline
and termination.

Health and Safety

The Company strives to provide a safe and healthy work environment by following health and safety rules
and practices. This includes promptly reporting accidents, injuries and unsafe working environment to the
appropriate supervisor. Employees of the Company will report to work in condition to perform their duties
at their best.

Workplace Harassment and Violence

Purpose is to implement policies, measures and procedures to reduce, manage and prevent harassment
and violence at the Company to foster an environment of safety and mutual respect at all levels of the
organization between all employees, co-workers, contractors, visitors and customers.

The Company takes a position of Zero Tolerance with regard to workplace harassment and violence. No
employee, under any circumstances is allowed to exhibit harassing or violent behavior towards others,
including but not limited to employees, clients, customers, consultants, service providers or any other
third parties that are interacted with through the course of work for the Company.

Should an employee perpetrate an act of workplace harassment or violence, the Company will exercise
measures in response to that employee’s behavior, up to and including termination of employment.

Definitions

The Company defines Workplace Harassment as engaging in a course of vexatious comment or conduct
against a worker in a workplace that is known or ought reasonably to be known to be unwelcome. This
definition of Workplace Harassment does not apply to appropriate challenges to work performance or
negative job-related feedback. Extremely inappropriate or harmful delivery of criticism or expectations
may meet the criteria of harassment. Workplace behavior that includes inappropriate sexual comments or
conduct is included in the definition of workplace harassment.

• Harassment - any behavior that demeans, embarrasses, humiliates, annoys, alarms or verbally
abuses a person and that is known or would be expected to be unwelcome. This includes words,
gestures, intimidation, bullying, or other inappropriateactivities.

• Threatening Behavior, such as shaking fists, destroying property or throwing objects.

• Verbal or Written Threats - any expression of an intent to inflict harm.

• Verbal Abuse - swearing, insults or condescending language.

20
 • Physical Attacks - hitting, shoving, pushing or kicking.

The Company defines Workplace Violence as:

• The exercise of physical force by a person against a worker in a workplace that causes or could
cause physical injury to the worker

• An attempt to exercise physical force against a worker in a workplace that

potentially could cause physical injury to the worker

• A statement or behavior that is reasonable for a worker to interpret as a threat to exercise

physical force against the worker, in a workplace, that could cause physical injury to the
worker.

ACT LIKE AN OWNER

Confidential Information

You are required to maintain the confidentiality of all confidential information that you receive or become
privy to in connection with the Company's business, except when disclosure is authorized or legally
mandated. Confidential information includes all proprietary information that might prejudice the ability
of the Company to pursue certain objectives, be of use to competitors or harmful to the Company, its
suppliers or its customers, if disclosed. Confidential information also includes any information relating to
the Company's business and affairs that results in or would reasonably be expected to result in a significant
change in the market price or value of any of the Company's securities or any information a reasonable
investor would consider important in making an investment decision. You must not use confidential
information for your own advantage or profit. The obligation not to disclose confidential information
continues even after employment ends.

Conflicts of Interest

You may not make any investment, accept any position or benefits, participate in any transaction or
business arrangement or otherwise act in a manner that creates or appears to create a conflict of interest
unless you make full disclosure of all facts and circumstances to, and obtain the prior written approval of
the Company’s Chief Financial Officer and General Counsel, in the case of employees, or the Presiding
Director and Chairman of the Audit Committee, in the case of directors and officers.

A "conflict of interest" arises when you take actions or have interests that conflict in any way with the
interests of the Company. These conflicts may make it difficult for you to perform your work objectively
and efficiently. Situations of apparent bias must be avoided. Having a conflict of interest is not a violation
of the Code but failing to disclose the conflict is. Areas that give rise to a potential conflict of interest
include:

21
 • Ownership in a business personally or by a family member that competes directly with
the Company

• Outside employment and activities that competes directly with the Company

• Personal opportunities/ benefits as a result of your position with the Company

• Loans to, and guarantees of obligations of, employees incurred for personal reasons
can also present conflicts of interest. Company loans to the Company’s Executive
Officers and Directors are prohibited by law.

Related Party Transactions

The Company has adopted the following policy related to the review, approval or ratification of “related
party transactions.” The Audit Committee will have responsibility for overseeing this Policy.

Definition

• A “Related Party” is any Director, executive officer or 5% shareholder of MDC Partners, or any
immediate family member of such persons.

• A “Related Party Transaction” is any transaction in which the Company:

o was, or is proposed to be, a participant, in which a “Related Party” had, has or will have a
direct or indirect material interest;

o and any amendment or modification to an existing Related Party Transaction, regardless of

whether such transaction has previously been approved.

o Note: there is no minimum $ value for a Related Party Transaction to be subject to this
Policy, notwithstanding SEC threshold of $120,000.

Notice and Audit CommitteeReview Procedure

The Company’s Directors and employees are prohibited from engaging in transactions that create a
“conflict of interest”. The Company’s employees are required to report to the General Counsel and CFO
(or Audit Committee Chairman) circumstances that may create or appear to create a conflict between the
personal interests of the individual and the interests of the Company, regardless of the amount involved.

Any Related Party Transaction must be approved in advance by the Audit Committee; provided, however,
that any ordinary course transaction in which an operating subsidiary of the Company derives revenue
from a related party may be approved on an annual basis by the Audit Committee.

22
 Notice Required. Any Director or executive officer of the Company shall notify the Company’s General
Counsel and Chief Financial Officer as soon as reasonably practicable about any potential Related Party
Transaction. The General Counsel and CFO shall determine whether a potential transaction or relationship
constitutes a Related Party Transaction that requires compliance with this Policy and/or disclosure as a
Related Party Transaction under applicable SEC rules.

Audit Committee Review. If the General Counsel and CFO determine that the transaction constitutes a
Related Party Transaction, the transaction will be referred to the Audit Committee for its consideration.
The Audit Committee will be provided with full details of the proposed Related Party Transaction,
including:

(i) the terms and conditions of the proposed transaction;

(ii) the business purpose of the transaction; and

(iii) the benefits to the Company and to the relevant Related Party.

Key Factors to Consider. The Audit Committee may consider, among other things, the following factors to
the extent relevant to the Related Party Transaction:

• The benefits of the transaction to the Company;

• The terms of the transaction and whether they are fair (arm’s-length) and in the ordinary course
of the Company’s business;

• The size and expected term of the transaction; and

• Other facts and circumstances that bear on the materiality of the related person transaction.

The following transactions are not Related Party Transactions

• Executive officer compensation and benefit arrangements (including the exercise of any equity
incentive awards received as compensation).

• Director compensation arrangements approved by the Human Resources and Compensation

Committee.

• Ordinary course business travel and expenses, advances and reimbursements.

• Indemnification payments and payments under D&O insurance policies made pursuant to MDC
Partners’ By-Laws or pursuant to any agreement.

• Any transaction between the Company and an entity in which a Related Party has a relationship

23
 solely as a director; a less than 5% equity holder; or as an employee (but no material benefit by
the Related Party).

Insider Trading

This Policy applies to all transactions in MDC’s securities, including Class A shares, options for the purchase
or sale of 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).

The Policy 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 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.

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 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; and

• Major changes in senior management.

24
 Specific Prohibited Activities

1. No Trading of 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.

2. 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 hisor 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.

3. Confidentiality of Nonpublic Information. It is MDC's policy that employees, officers and directors
should not discuss internal MDC matters or developments with anyone outsideof 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 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.

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.

25
 Guidelines

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”):

• 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.

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 and directors will be
increasingly likely to possess Material Nonpublic Information about 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.

• Preclearance of Trades. MDC has determined that all executive officers and directors of
MDC must 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 are required to 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 or consultants in
addition to executive officers and directors. Such individuals will be notified in writing of

26
 such determination.

• 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.

No Short-Term Trading by 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.

• No Short Term Trading. In addition to the foregoing short-swing profit laws, no Insider
shall engage in any short-term trading transactions of MDC securities. Specifically, no
insider may purchase or sell MDC securities in an open-market transaction if, within 30
days of such proposed transaction, such Insider previously traded MDC securities in an
opposite (matched trade) manner. For example, if an Insider purchases MDC stock in an
open-market transaction, then such Insider is prohibited for a 30-day period from
engaging in any transaction involving the sale of MDC securities (by direct sale or through
any derivative security transaction).

Inquiries

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

DEMAND EXCELLENCE

Whistleblower Hotline and Reporting

The Company has established a procedure to receive and promptly deal with any complaints received
from employees of MDC and its Partner Companies regarding; accounting, internal controls and auditing
matters (“Accounting Issues”) or laws governing our business (“Governing Laws”).

27
 Reporting Concerns and Complaints

The Company is committed to achieving compliance with; applicable securities laws and regulations,
accounting standards and internal accounting controls and governing laws. It is the responsibility of each
director, officer and employee of the Company promptly to report complaints or concerns.

Any employee of the Company may submit a good faith complaint regarding Accounting Issues or failure
to comply with Governing Laws, without fear of dismissal or retaliation of any kind. The Company’s Audit
Committee will oversee treatment of employee concerns in this area.

In order to facilitate the reporting of employee complaints, the Audit Committee of the Board of Directors
has established the following procedures for;

• the receipt, retention and treatment of complaints received by the Company, and

• the confidential, anonymous submission of employees’ concerns.

Scope of Matters Covered by These Procedures

These procedures relate to employee complaints and submissions relating to; any questionable
Accounting Issues or failure to comply with Governing Laws;

• fraud or deliberate error in the preparation, evaluation, review or audit of any financial
statement of the Company;

• fraud or deliberate error in the recording and maintaining of financial records of the Company;

• deficiencies in or noncompliance with the Company’s internal accountingcontrols;

• misrepresentation or false statement to or by a senior officer or accountant regarding a matter

contained in the financial records, financial reports or audit reports of the Company; or

• deviation from full and fair reporting of the Company’s financial condition.

28
 Receipt of Employee Complaints

Employees with complaints may report their concerns to either:

1. The Chairman of the Audit Committee. Employees may forward complaints or submissions on a
confidential or anonymous basis to the Chairman of the Audit Committee by regular mail addressed
to:

Anne Marie O’Donovan c/o

MDC Partners
745 Fifth Avenue
New York
NY 10151

Or

2. The Company has established a confidential telephone hotline to report any concerns. The
telephone number is 1-800-886-2375. To file a report online:
https://www.tnwgrc.com/mdcpartners.

Treatment of Complaints Received by Audit Committee Chairman

Upon receipt of a complaint or submission, the Chairman of the Audit Committee will:

• determine whether the complaint pertains to Accounting Issues or Governing Laws; and

• when possible, acknowledge receipt of the complaint to the sender.

Complaints and submissions will be reviewed under Audit Committee direction and will include such other
persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the
fullest extent possible, consistent with the need to conduct an adequate review.

Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the
Audit Committee.

Whistleblower Hotline Response Procedures

All received reports are communicated to the Senior Vice President of Compliance and Risk

29
Management, Chief Financial Officer, General Counsel and Audit Committee Chairman via the third- party
service provider report function (e-mail) utilized by the Company. Regardless of thenature of the report,
upon receipt of a complaint or concern, the following steps are taken by the SVP of Compliance and Risk
Management:

• Contact the complainant (if name has been made available) to ensure them that the Company
is looking into the situation.
• Contact the appropriate members of management of the Company to properly investigate the
report, following up as needed.

• Consult with the Audit Committee Chairman and General Counsel as needed.

• Report the status of all reports received to the Audit Committee members quarterly.

No Retaliation

No one will be subject to retaliation because of a good faith report of a concern or complaint regarding
Accounting Issues, Governing Laws or suspected misconduct. It is prohibited to discriminate against
employees for making good faith reports in any of the terms and conditions of their employment, including
but not limited to job assignment, promotion, compensation, training, discipline and termination. Any
suspected acts of retaliation should be reported immediately to the Chairman of the Audit Committee.

This policy has been implemented to not only comply with securities regulations but also to ensure all
individuals can perform their duties in a professional environment, free from inappropriate pressures or
influence.

The United States’ Sarbanes-Oxley Act of 2002 (the “Act”) specifically creates protection for
“whistleblowers” from certain retaliatory actions. A Reporting Person may not be disciplined, discharged,
demoted, suspended, threatened, harassed, or in other ways discriminated against because of any lawful
act by the Reporting Person: (1) to provide information, cause information to be provided, or otherwise
assist in an investigation regarding any conduct which the Reporting Person reasonably believes constitutes
a violation of federal securities laws, any rule or regulation of the Securities and Exchange Commission, or
any provision of federal law relating to fraud against shareholders, when the information or assistance is
provided to or the investigation is conducted by (a) a federal regulatory or law enforcement agency; (b)
any member of Congress or any committee of Congress; or (c) any person with supervisory authority over
the Reporting Person (or such other person working for the Company who has the authority to investigate,
discover, or terminate misconduct); (2) to file, cause to be filed, testify, participate in, or otherwise assist
in a proceeding filed or about to be filed (with any knowledge of the Company) relating to an alleged
violation of federal securities laws, any rule or regulation of the Securities and Exchange Commission, or
any provision of federal law relating to fraud against shareholders.

30
 Reports of Workplace Incidents

Employees are to report any incidents of violence or harassment in the workplace to the

“Whistleblower Hotline” as discussed above or by speaking with the local HR representative or with a
member of management. Response and follow up will be in line with response procedures as previously
noted.

If immediate response is required, the Company will respond to incidents of violence or harassment by:

• Ensuring the immediate and long-term safety of all employees, as much as is possible under
the circumstances.

• Immediately contacting the relevant authorities, such as 911, EMS, Police, Ambulance, Fire, etc.
as required.

Employees who, with good intentions, provide information about actions they believe to be harassing or
potentially harassing, will not be subject to disciplinary actions should an investigation prove their report
to be unsubstantiated.

Employees who are found to have maliciously and/or intentionally wrongfully accused an individual of
workplace harassment may be subject to disciplinary action up to and including termination of
employment.

Employees who are found to have engaged in harassing conduct or are found to be at risk of engaging in
violent conduct or who have engaged in violent conduct may be subject to discipline, suspension or
dismissal.

Reports of Violations of Code of Conduct

If you know of or suspect a violation of applicable laws, rules or regulations of this Code of Conduct, you
must immediately report that information to the Company’s Chief Financial Officer and General Counsel,
in the case of employees, or the, Presiding Chairman of the Audit Committee, in the case of directors and
officers. Reports of suspected violations should identify as many relevant facts as possible, including, if
applicable:

• the date(s) relevant to the identified issue;

• the name of any persons involved in the identified activity;

• the specific facts that give rise to the concerns expressed; and

• any suggestions for resolving or dealing with the problems orissues identified.

31
The Company recognizes that resolving reported problems or concerns will advance the overall interests
of the Company, and will help to safeguard the Company's assets, financial integrity and reputation.

No one will be subject to retaliation because of a good faith report of a suspected violation.

Enforcement of Code of Conduct

Violations of this Code of Conduct may result in disciplinary action, up to and including discharge. The
Company's Audit Committee shall determine or shall designate appropriate persons to determine
appropriate action in response to violations of this Code of Conduct. Violations of this Code of Conduct
may also violate certain laws.

Waivers of Code of Conduct

If you would like to seek a waiver of this Code of Conduct, you must make full disclosure of your particular
circumstances to the Company’s General Counsel, in the case of employees, or the Presiding Director and
Chairman of the Audit Committee, in the case of directors and officers. Any waiver of this Code of Conduct
for directors or officers of the Company must be approved by the Company's Board of Directors.
Amendments to and waivers of this Code of Conduct will be publicly disclosed as required by applicable
laws, rules and regulations.

Documenting Compliance with the Code of Conduct

Appropriate records evidencing compliance with this Code of Conduct shall be maintained by the
Company, including copies of correspondence relating to requests for, and determinations relating to,
waivers of this Code of Conduct, and copies of documents relating to violations of this Code of Conduct.

No Rights Created

This Code of Conduct is a statement of certain fundamental principles, policies and procedures that govern
the directors, officers and employees of the Company in the conduct of the Company's business. It is not
intended to and does not create any rights in any employee, customer, client, supplier, competitor,
shareholder or any other person or entity.

32
 ACKNOWLEDGEMENT FORM for Code of Conduct Recipients

The undersigned, an employee of the MDC Partners (the “Company”) affiliate (the “Partner affiliate”) hereby
acknowledges that he or she:

(i) has received and reviewed a copy of the amended and restated Code of Conduct (the “Code
of Conduct”) of the Company, as well as the policies referenced therein;

(ii) has viewed the training program for Workplace Violence and Harassment and AODA (for
Canadian employees only);

(iii) understands that any questions relating to the Code of Conduct are to be directed to Mitch
Gendel (mgendel@mdc-partners.com), MDC General Counsel of the Company or Kerry
Robinson (krobinson@mdc-partners.com), MDC Senior Vice-President, Compliance & Risk
Management;

(iv) has complied with the terms of the Code of Conduct, except to the extent reported in
writing to the Company, in accordance with the terms of the Code of Conduct;

(v) has reported all known or suspected violations of the Code of Conduct by others in writing
to the Company, in accordance with the terms of the Code of Conduct; and

(vi) hereby agrees to comply with the Code of Conduct.

WHISTLEBLOWER HOTLINE: 1-800-886-2375

Website: https://www.tnwgrc.com/mdcpartners
A risk free, anonymous method to report issues such as
Accounting Irregularities, Employee Discrimination, Sexual Harassment, Potential Fraud

DISCIPLINARY ACTIONS
This policy pertains to matters of conduct as well as the employee's competence. However, this policy
is meant only as a guide and an employee may be dismissed, at the Company’s sole discretion, without
resorting to any of the procedures set forth in this policy.

Under normal circumstances, managers will likely utilize one of the disciplinary procedures identified
below. There may be situations, however, in which the seriousness of the offense justifies the omission
of one or more of the steps in the procedure. Likewise, there may be times when the Company may
decide to repeat a disciplinary procedure.

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 Discipline Procedure
Unacceptable behavior and/or performance which do not lead to immediate dismissal may be
dealt with in accordance with the disciplinary steps below. Our discipline policy is designed to
provide a corrective action process to improve and prevent a recurrence of undesirable behavior
and/or performance issue. However, the Company reserves the right to administer discipline in
such a manner as it deems appropriate to the circumstances and may, in its sole discretion,
terminate an employee without prior discipline.

Oral Counseling
Your manager will confer with you to discuss the problem or violation, making sure that you
understand the nature of the problem or violation and the expected remedy. The purpose of this
conversation is to reiterate exactly what the rule or performance expectation is and to remind you
that it is your responsibility to meet the Company’s expectations.

Written Warning
If you are again in violation of the Company practices, rules and standards of conduct your
manager will discuss the problem with you emphasizing the seriousness of the issue and the need
for you to immediately remedy the problem.

After the manager discusses your problem, the manager may include a written corrective action
notice in your employee file regarding the violation. A manager may indicate whether the written
warning is a first, second, third warning or a final warning.

ELIGIBILITY TO WORK
All offers of employment are contingent on verification of your right to work in the United States.
When submitting your new hire paperwork, you will be asked to provide for review original documents
verifying your right to work and, as required by federal law, to sign Federal Form I-9 Employment
Eligibility Verification Form. If you at any time cannot verify your right to work in the United States, the
Company by be obliged to terminate your employment. Employees generally will be allowed a
maximum of three days to submit compliant documents. Failure to timely provide these documents
may be grounds for immediate termination or revocation of an offer.

PERSONNEL RECORDS AND ADMINISTRATION

The task of handling personnel records and related personnel administration functions at the Company
has been assigned to the Human Resources Department. Questions regarding wages and
interpretation of policies may be directed to this department.

The company relies upon the accuracy of information contained in your personnel records, as well as
the accuracy of other data presented through the hiring process or obtained during employment. Any
misrepresentations, falsifications or material omissions in any of this information or data may result in

34
 disqualification for further consideration for employment, or if you have been hired, termination of
employment.

Your Personnel File

Keeping your personnel file up to date is important with regard to pay, deductions, benefits and
other matters. If you have a change in any of the items listed below, please be sure to update your
information in BrandTrend as well as notify Human Resources within 72 hours. Failure to do so
may result in an interruption of important document deliveries, including but not limited to
paychecks and expense reimbursements.

Legal Name Marital Status Professional License

Home Address Exemption on your W-4 tax form Training Certificates
Telephone number Number of Dependents Military or draft status
Email Address

You may see information which is kept in your own personnel file, if you wish, and you may request
and receive copies as required by state/federal law. Please contact the Human Resources
Department for these requests.

CONFIDENTIALITY AND NON-DISCLOSURE POLICY

The Employee acknowledges that, in the course of his/her employment, he/she may be provided with
information which is confidential or proprietary in nature, as to Team and its clients relating to, among
other things, their business affairs, property, client lists, methods of operation, marketing strategies
and plans or other data (the “Confidential Information”), and that, the goodwill afforded to Team
depends upon, among other things, Team and its employees keeping such information confidential.
The Employee acknowledges that Team would be irreparably damaged if the Confidential Information
were disclosed to or utilized on behalf of others. Therefore, the Employee agrees that, unless
otherwise directed by Team, he/she will not at any time, during or after his/her employment with
Team , disclose to any person or use any Confidential Information, or permit any person to examine
and/or make copies of any documents which contain or are derived from Confidential Information,
whether prepared by the Employee or otherwise, coming into the Employee’s possession or control
without the prior written permission of Team.

The Employee agrees that, upon the request of Team and in any event upon the termination of his/her
employment, the Employee shall deliver to Team all documents, papers or other material in his/her
possession or under his/her control which may contain or be derived from Confidential Information,
together with all documents, notes or other work product which is connected with or derived from the
Employee’s services to Team whether or not such material is at the date hereof in the Employee’s
possession.

WAGE AND SALARY POLICIES

Pay Period and Pay Cycle

The Company operates on a Bi-Weekly Pay Cycle. If a pay day falls on a Saturday, Sunday or

35
 Holiday the payroll date will be the prior business day.

Paycheck Distribution
Paychecks will be mailed by standard USPS First Class mail. You can review your payroll
information online through the BrandTrend website and through your ADP Portal.

Overtime and Time-Keeping Procedures

When operating requirements or other needs cannot be met during regular working hours, you
may be scheduled to work overtime. Employees must receive authorization before working
overtime. Working overtime without prior authorization from a manager may result in disciplinary
action up to and including termination of employment.

As a non-exempt employee, you must follow Company procedures for recording time. Altering,
falsifying or tampering with time records, or clocking in or recording time for another employee is
prohibited and subject to disciplinary action, up to and including termination. Employees are not
allowed to perform any work off the clock. All time work should be recorded in accordance with
these time-keeping procedures. Meal periods should also be recorded in accordance with time-
keeping procedures.

Mandatory Deductions from Paycheck

The Company is required by law to make certain deductions from your paycheck each time one is
prepared. Among these are your federal, state and local income taxes (if any) and your
contribution to Social Security and Medicare as required by law. These deductions will be itemized
on your check stub. The amount of the deductions will depend on your earnings and on the
information you furnish on your W-4 form regarding the number of exemptions you claim. If you
wish to modify this number, please request a new W-4 form from Human Resources immediately.
Only you may modify your W-4 form. Verbal or written instructions are not sufficient to modify
withholding allowances. We advise you to check your pay stub to ensure that it reflects the proper
number of withholdings. The W-2 form you receive annually reflects how much of your earnings
were deducted for these purposes.

Any other mandatory deductions to be made from your paycheck, such as court-ordered
garnishments, will be explained whenever the Company is ordered to make such deductions.

Error in Pay
Every effort is made to avoid errors in your paycheck. If you believe an error has been made, reach
out to your supervisor immediately. They will take the necessary steps to research the problem and
to assure that any necessary correction is made promptly. Any errors in pay will be corrected by the
following pay period.

Other Deductions
The Company may withhold payment, to the extent permitted by Federal and State law, to cover

36
 the replacement costs of any equipment or property provided to you during your employment
which is not returned to the Company in the same good condition as received at the end of your
employment or upon request from the Company.

The Company may also withhold any overpayment of wages which may be paid to you in error, to
the extent permitted by law.

MEAL AND REST BREAKS

The Company recognizes that employees perform at their best when they have the rest and
nourishment they need. This Policy explains when the Company expects employees to take meal
periods and rest breaks.

Meal Periods
The Company provides at least a 30-minute meal period to employees who work more than five
hours, unless they work six or fewer hours total and elect in writing to waive the first meal period
(waivers are provided upon request). The Company provides a second 30-minute meal period to
employees who work more than 10 hours in a workday, unless they elect in writing to waive the
second meal period (waivers are provided upon request). Employees should start their first meal
period before the end of the fifth hour of work. Employees should start their second meal period
before the end of the tenth hour of work. Employees will be relieved of all of their duties during
meal periods and are allowed and encouraged to leave the premises.

The Company provides meal periods according to the following schedule:

Duration of Shift # Meal

Comments
In Hours Periods
An employee who works less than five hours in a workday is not
0 to < 5.0 0
provided with a meal period.
An employee who works five or more hours in a workday, but who does
not work more than ten hours in a workday, is provided with a 30-
minute meal period that must be taken before the end of the 5th hour
> 5.0 to < 10.0 1
of work, unless the employee is working six or fewer hours and elects in
writing to waive the first meal period, which written waiver may be
revoked at any time.
An employee who works ten or more hours in a workday is provided
with a second 30-minute meal period, unless the employee elects in
> 10.0 2
writing to waive the second meal period, which written waiver may be
revoked at any time.

The Company does not pay employees for meal periods, and consequently, non-exempt
employees must record the start and stop times of their meal periods.

37
 Any employee who is required to work through some or all of a 30-minute meal period, or who is
required to take a late meal period (i.e., is required to begin the first meal period after the end of
the fifth hour of work or is required to begin a second meal period after the end of the tenth hour
of work), should complete a Meal Period and Rest Break Premium Request Form and submit it to
his/her manager by no later than the end of the pay period (Premium Requests are provided upon
request). Otherwise, the Company will assume that any employee who fails to record a meal
period, records a less-than-30-minute meal period, or takes and records a late meal period, did so
voluntarily.

Rest Breaks
Non-exempt, hourly employees are authorized and permitted to take a 10-minute paid rest break
for every four hours worked, or major fraction thereof, as follows:

Hours of Work Number of Rest

Breaks

0 to < 3.5 0

3.5 to < 6.0 1

> 6.0 to < 10.0 2

> 10.0 to < 14.0 3

14.0 to < 18 4

Because rest breaks are paid, non-exempt employees should not clock out for them. Rest breaks
shall be taken in the middle of each work period insofar as practicable.

Any non-exempt employee who is not authorized and permitted to take a rest break pursuant to
the terms of this Policy should complete a Meal Period and Rest Break Premium Request Form and
submit it to his/her manager by the end of the pay period. Otherwise, the Company will assume
the employee either took his/her rest break or voluntarily decided not to take it.

Responsibilities
Employees are expected to take their meal periods and rest breaks in accordance with the

38
 applicable guidelines set forth in this Policy. Management is expected to make meal periods and
rest breaks available to their employees in accordance with this Policy. Supervisors can schedule
meal periods and rest breaks for their employees, taking into account their department’s
operational requirements and employee needs. Supervisors may stagger employees’ meal periods
so ongoing operational responsibilities are not compromised, so long as the applicable guidelines
in this Policy are met.

Supervisors are responsible for administering their department’s meal and rest breaks in a fair and
uniform manner. Supervisors may not pressure or coerce employees to skip their meal periods or
rest breaks.

Lactation Accommodation Policy

The Company will provide a reasonable amount of break time to accommodate an employee
desiring to express breast milk for the employee’s child. Employees needing breaks for lactation
purposes may use ordinary paid rest breaks or may take other reasonable break time when needed.
The lactation break time, if possible, should run concurrently with scheduled rest breaks and meal
periods already provided to the employee. If the lactation break time cannot run concurrently with
rest and meal periods already provided or additional time is needed for the employee, the lactation
break time will be unpaid for nonexempt employees unless otherwise required by applicable law.
When unpaid breaks or additional time are required, the employee should work with her supervisor
regarding scheduling and reporting the extra break time as unpaid.

Because exempt employees receive their full salary during weeks in which they work and they are
not normally required to identify break and meal times, all exempt employees who need lactation
accommodation breaks do not need to report any extra break time as “unpaid.”

The Company will provide employees with the use of a room or a private area, other than a
bathroom or toilet stall, that is shielded from view and free from intrusion from coworkers and the
public. The Company will make a reasonable effort to identify a location within close proximity to
the work area for the employee to express milk. This location may be the employee’s private office,
if applicable.

Employees should discuss with management the location for storage of expressed milk. Employees
may also provide their own portable small storage unit or cooler for keeping expressed breast milk
cold.

Please be sure to contact management during a pregnancy or before returning to work to identify a
need for a lactation area.

GOVERNMENT COVERAGES
Workers Compensation
If you are injured on the job, report it immediately to your supervisor and Human Resources. All
accidents, injuries or potential safety hazards must be reported immediately. Even if you have not
suffered an injury, it is your obligation to report any such incidents.

Unemployment Compensation
Depending upon the circumstances, employees may be eligible for Unemployment Compensation

39
 upon separation of employment with the Company. Unemployment Compensation is designed to
provide you with a temporary income when you are out of work. For your claim to be valid you
must have a minimum amount of earnings determined by the State, and you must be willing and
able to work.

Social Security
The United States Government operates a system of mandated insurance known as Social security.
As a wage earner you are required by law to contribute a set amount of your wages to the trust
fund from which benefits are paid. As your employer, the Company is required to deduct this
amount from each paycheck you receive. In addition, the Company matches your contribution
dollar for dollar, thereby paying one half of the cost of your Social Security benefits.

Your Social Security number is used to record your earnings. Employees are encouraged to protect
your Social Security record by ensuring your name and the last four digits of your Social Security
number on your pay stub and W-2 form are correct. You may also ensure your earnings statement
is accurate each year by requesting a Personal Earnings and Benefit Estimate Statement from the
US Social Security Administration by calling 1-800-772- 1213 or you may access online at
www.ssa.gov.

UNPAID LEAVE
Family Medical Leave Act
The Company will grant family and medical leave in accordance with the requirements of applicable
state and federal law in effect at the time the leave is granted. Some states may provide for additional
leave through state or local municipal leave policies. To get full information on what your state or
local municipal leave laws, contact Human Resources.

Generally, federal and state laws provide the following leave benefits:

Although the federal and state laws sometimes have different names, The Company refers to these
types of leaves collectively as “FMLA Leave.” In some cases, employees will be eligible for the most
generous benefits available under applicable law.

Please contact your supervisor as soon as you become aware of the need for a FMLA Leave.
Employees are expected to provide prompt notice to the Company of any change(s) to an employee’s
return to work date. Accepting or continuing other employment while on leave that is contrary to
the restrictions indicated by your FMLA certification, or filing for unemployment insurance benefits
while on leave may be treated as a voluntary resignation from employment.

Employee Eligibility
To be eligible for FMLA Leave benefits, you must: (1) have worked for the Company for a total of at
least 12 months; (2) have worked at least 1,250 hours over the previous 12 months as of the start of
the leave; and (3) work at a location where at least 50 employees are employed by the Company
within 75 miles, as of the date the leave is requested.

40
Reasons for Leave
State and federal laws allow FMLA Leave for various reasons. Because an employee’s rights and
obligations may vary depending upon the reason for the FMLA Leave, it is important to identify the
purpose or reason for the leave. FMLA Leave may be used for one of the following reasons:

• the birth, adoption, or foster care of an employee's child within 12 months following birth or
placement of the child (“Bonding Leave”);
• to care for an immediate family member (spouse, registered domestic partner, child, or parent)
with a serious health condition (“Family Care Leave”);
• an employee’s inability to work because of a serious health condition (“Serious Health Condition
Leave”);
• a “qualifying exigency,” as defined under the FMLA, arising from a spouse’s, child’s, or parent’s
“covered active duty” (as defined below) as a member of the military reserves, National Guard
or Armed Forces (“Military Emergency Leave”);
to care for a spouse, child, parent or next of kin (nearest blood relative)—who is a “Covered
Servicemember,” as defined below (“Military Caregiver Leave”).

Definitions
“Child,” for purposes of Bonding Leave and Family Care Leave, means a biological, adopted, or foster
child, a stepchild, a legal ward, or a child of a person standing in loco parentis, who is either under
age 18, or age 18 or older and incapable of self-care because of a mental or physical disability at the
time that Family and Medical Leave is to commence. “Child,” for purposes of Military Emergency
Leave and Military Caregiver Leave, means a biological, adopted, or foster child, stepchild, legal ward,
or a child for whom the person stood in loco parentis, and who is of any age.
“Covered Active Duty” means (1) in the case of a member of a regular component of the Armed
Forces, duty during the deployment of the member with the Armed Forces to a foreign country; and
(2) in the case of a member of a reserve component of the Armed Forces, duty during the deployment
of the member with the Armed Forces to a foreign country under a call or order to active duty (or
notification of an impending call or order to active duty) in support of a contingency operation as
defined by applicable law.
“Covered Servicemember” means (1) a member of the Armed Forces, including a member of a
reserve component of the Armed Forces, who is undergoing medical treatment, recuperation, or
therapy, is otherwise in outpatient status, or is otherwise on the temporary disability retired list, for
a serious injury or illness incurred or aggravated in the line of duty while on active duty that may
render the individual medically unfit to perform his or her military duties, or (2) a person who, during
the five (5) years prior to the treatment necessitating the leave, served in the active military, Naval,
or Air Service, and who was discharged or released therefrom under conditions other than
dishonorable (a “veteran” as defined by the Department of Veteran Affairs), and who has a qualifying
injury or illness incurred or aggravated in the line of duty while on active duty that manifested itself
before or after the member became a veteran. For purposes of determining the five-year period for
covered veteran status, the period between October 28, 2009 and March 8, 2013 is excluded.
“Parent,” for purposes of this policy, means a biological, adoptive, step or foster father or mother, or
any other individual who stood in loco parentis to the person. This term does not include parents “in
law.” For Military Emergency leave taken to provide care to a parent of a military member, the parent
must be incapable of self-care, as defined by the FMLA.

41
 “Serious Health Condition,” under federal law, includes pregnancy, childbirth, or related medical
conditions. In contrast, under California law, “serious health condition” does not include pregnancy
or a medical condition caused by/related to pregnancy or childbirth. If an employee is FMLA eligible,
the employee has certain rights to take a pregnancy disability leave under this policy as a “serious
health condition” covered by federal law and California’s Pregnancy Disability Leave law (see PDL
policy), as well as CFRA leave under this policy to bond with the child.
“Spouse” means a husband or wife as defined or recognized under state law for the purposes of
marriage in the state where the employee resides, including common law marriage and/or same sex
marriage in states where these marriages are recognized.
Length of Leave
The maximum amount of FMLA Leave will be twelve (12) workweeks in any 12-month period when
the leave is taken for: (1) Bonding Leave; (2) Family Care Leave; (3) Serious Health Condition Leave;
and/or (4) Military Emergency Leave. However, if both spouses (or registered domestic partners)
work for the Company and are eligible for leave under this policy, the spouses (or registered domestic
partners) will be limited to a total of 12 workweeks off between the two of them when the leave is
for Bonding Leave. A 12-month period begins on the date of your first use of FMLA Leave. Successive
12-month periods commence on the date of your first use of such leave after the preceding 12-month
period has ended.

The maximum amount of FMLA Leave for an employee wishing to take Military Caregiver Leave will
be a combined leave total of twenty-six (26) workweeks in a single 12-month period. A "single 12-
month period" begins on the date of your first use of such leave and ends 12 months after that date.

If both spouses work for the Company and are eligible for leave under this policy, the spouses will be
limited to a total of 26 workweeks off between the two when the leave is for Military Caregiver Leave
only or is for a combination of Military Caregiver Leave, Military Emergency Leave, Bonding Leave
and/or Family Care Leave taken to care for a parent.

Under some circumstances, you may take FMLA Leave intermittently—which means taking leave in
blocks of time, or by reducing your normal weekly or daily work schedule. Leave taken intermittently
may be taken in increments of one hour. Employees who take leave intermittently on a reduced
work schedule must make a reasonable effort to schedule the leave so as not to unduly disrupt the
Company’s operations. Please contact the office prior to scheduling planned medical treatment. If
FMLA Leave is taken intermittently or on a reduced schedule basis due to foreseeable planned
medical treatment, the Company may require you to transfer temporarily to an available alternative
position with equivalent pay rate and benefits, including a part-time position, to better accommodate
recurring periods of leave.

To the extent required by law, some extensions to FMLA Leave may be granted when the leave is
necessitated by an employee's work-related injury/illness, a pregnancy related disability, or a
“disability” as defined under the Americans with Disabilities Act and/or applicable state or local law.
In addition, in some circumstances and in accordance with applicable law, an extension to FMLA
Leave may be granted when the leave is taken to care for a registered domestic partner and/or a
registered domestic partner's child. Certain restrictions on these benefits may apply.

Notice and Certification

Bonding, Family Care, Serious Health Condition, and Military Caregiver Leave Requirements
Employees are required to provide:

42
 1. when the need for the leave is foreseeable, 30 days advance notice or such notice as is both
possible and practical if the leave must begin in less than 30 days (normally this should be the
same day the employee becomes aware of the need for leave or the next business day);
2. when the need for leave is not foreseeable, notice within the time prescribed by the Company’s
normal absence reporting policy, unless unusual circumstances prevent compliance, in which
case notice is required as soon as is otherwise possible and practical;
3. when the leave relates to medical issues, a completed Certification of Health-Care Provider form
within 15 calendar days (for Military Caregiver Leave, an invitational travel order or invitational
travel authorization may be submitted in lieu of a Certification of Health-Care Provider form);
4. periodic recertification (upon request); and
5. periodic reports during the leave.

Certification forms are available from the office. At the Company’s expense, The Company may also
require a second or third medical opinion regarding your own serious health condition. Employees are
expected to cooperate with the Company in obtaining additional medical opinions that the Company
may require.
When leave is for planned medical treatment, you must try to schedule treatment so as not to unduly
disrupt the Company’s operation. Please contact the office prior to scheduling planned medical
treatment.

Paid Sick Leave

The Company may provide eligible employees with paid sick leave. Several states and local
municipalities require employers to provide employees with paid sick leave. To determine whether
you are eligible to any type of paid sick leave benefit, please contact Human Resources. Some leaves
may also qualify for additional state or federal benefits such as paid family leave. To determine if you
are eligible for such paid benefits, please contact Human Resources.

Military Emergency Leave

Employees are required to provide:
1. as much advance notice as is reasonable and practicable under the circumstances;
2. a copy of the covered military member's active duty orders when the employee requests leave;
and
3. a completed Certification of Qualifying Exigency form within 15 calendar days, unless unusual
circumstances exist to justify providing the form at a later date.

Certification forms are available from the office.

Failure to Provide Certification and to Return from Leave

Absent unusual circumstances, failure to comply with these notice and certification requirements
may result in a delay or denial of the leave. If you fail to return to work at your leave’s expiration and
have not obtained an extension of the leave, the Company may presume that you do not plan to
return to work and have voluntarily terminated your employment.

Compensation During Leave

Generally, FMLA Leave is unpaid. However, you may be eligible to receive benefits through State-
sponsored or Company-sponsored wage-replacement benefit programs. If you are eligible to receive
these benefits, you may also choose to supplement these benefits with the use of paid sick leave

43
 benefits, to the extent permitted by law and Company policy. All such payments will be integrated so
that you will receive no more than your regular compensation during this period. If you are not
eligible to receive any of these wage-replacement benefits, the Company may require you to use
accrued paid sick leave benefits to cover some or all of the FMLA Leave, to the extent permissible by
law. The use of paid sick leave benefits will not extend the length of a FMLA Leave.

Job Reinstatement
Under most circumstances, you will be reinstated to the same position held at the time of the leave
or to an equivalent position with equivalent pay, benefits, and other employment terms and
conditions. However, you have no greater right to reinstatement than if you had been continuously
employed rather than on leave. For example, if you would have been laid off had you not gone on
leave, or if your position has been eliminated during the leave, then you will not be entitled to
reinstatement.

Prior to being allowed to return to work, an employee wishing to return from a Serious Health
Condition Leave must submit an acceptable release from a healthcare provider that certifies that the
employee can perform the essential functions of the job as those essential functions relate to the
employee's serious health condition. For an employee on intermittent FMLA Leave, such a release
may be required if reasonable safety concerns exist regarding the employee’s ability to perform his
or her duties, based on the serious health condition for which the employee took the intermittent
leave.

“Key employees,” as defined by law, may be subject to reinstatement limitations in some

circumstances. If you are a “key employee,” you will be notified of the possible limitations on
reinstatement at the time you request a leave.

The Genetic Information Nondiscrimination Act of 2008 (GINA) prohibits employers and other
entities covered by GINA Title II from requesting or requiring genetic information of an individual or
family member of the individual, except as specifically allowed by this law. To comply with this law,
we are asking that you not provide any genetic information when responding to this request for
medical information. ‘Genetic information’ as defined by GINA, includes an individual’s family
medical history, the results of an individual’s or family member’s genetic tests, the fact that an
individual or an individual’s family member sought or received genetic services, and genetic
information of a fetus carried by an individual or an individual’s family member or an embryo lawfully
held by an individual or family member receiving assistive reproductive services.

Fraudulent Use of FMLA Prohibited

An employee who fraudulently obtains FMLA Leave from the Company is not protected by FMLA’s
job restoration or maintenance of health benefits provisions. In addition, the Company will take all
available appropriate disciplinary action against such employee due to such fraud.

Additional Information Regarding FMLA

A Notice to Employees of Rights under FMLA (WHD Publication 1420) is attached to this Handbook.

Pregnancy Disability Leave

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Leave Entitlement
Any employee who is disabled by pregnancy, childbirth, or a related medical condition is eligible for
a Pregnancy Disability Leave of Absence. There is no length of service requirement.

For purposes of this policy, the employee is disabled when, in the opinion of the employee’s
healthcare provider, the employee cannot work at all or is unable to perform any one or more of the
essential functions of her job or to perform them without undue risk to herself, the successful
completion of her pregnancy, or to other persons as determined by a health care provider. This term
also applies to certain pregnancy-related conditions, such as severe morning sickness or if the
employee needs to take time off for prenatal or postnatal care, bed rest, post-partum depression,
and the loss or end of pregnancy (among other pregnancy-related conditions that are considered to
be disabling).

Reasonable Accommodation for Pregnancy-Related Disabilities

Any employee who is affected by pregnancy may also be eligible for a temporary transfer or another
accommodation. There is no length of service requirements. An employee is affected by pregnancy
if she is pregnant or has a related medical condition, and because of pregnancy, her health care
provider has certified that it is medically advisable for her to temporarily transfer or to receive some
other accommodation.

The Company will provide a temporary transfer to a less strenuous or hazardous position or duties
or other accommodation to an employee affected by pregnancy if:

• She requests a transfer or other accommodation;

• The request is based upon the certification of her healthcare provider as “medically
advisable”; and
• The transfer or other requested accommodation can be reasonably accommodated
pursuant to applicable law.

Advance Notice and Medical Certification

As a condition of a pregnancy disability leave of absence, transfer, or other reasonable
accommodation, an employee must:

Provide 30 days’ advance notice before the leave of absence, transfer, or reasonable accommodation
is to begin, if the need for the leave of absence or transfer is foreseeable, or when 30 days’ notice is
not foreseeable, as soon as practicable; and

Provide a signed medical certification from her healthcare provider that states that she is disabled
due to pregnancy or that it is medically advisable for her to be temporarily transferred or to receive
some other requested accommodation.

The Company may require the employee to provide a new certification if she requests an extension
of her leave of absence, transfer, or other requested accommodation.

Duration of the Leave of Absence

A Pregnancy Disability Leave of Absence will last for the duration of an employee’s pregnancy-related
disability as certified by her healthcare provider for up to four (4) months. This leave may be taken

45
intermittently or on a continuous basis, as certified by the employee’s health care provider. The four
months of leave available to an employee due to her pregnancy related disability is defined as the
number of days (and hours) the employee would normally work within four calendar months or 17.33
workweeks.

Any temporary transfer or other reasonable accommodation provided to an employee affected by

pregnancy will not reduce the amount of Pregnancy Disability Leave the employee has available to
her unless the temporary transfer or other reasonable accommodation involves a reduced work
schedule or intermittent absences from work.

Reinstatement
If an employee and the Company have agreed upon a definite date of return from a leave of absence
or transfer, the employee will be reinstated on that date if she notifies the Company that she is able
to return on that date. If the length of the leave of absence or transfer has not been established, or
if it differs from the original agreement, the employee will be returned to work within two (2)
business days, where feasible, after notifying the Company of her readiness to return.

Before an employee will be allowed to return to work following a leave of absence or transfer, she
must provide her supervisor with a certification from her healthcare provider that she can perform
safely all of the essential duties of her position, with or without reasonable accommodation. If the
employee does not provide such a release prior to or upon reporting for work, she will be sent home
until a release is provided. This time before the release is provided will be unpaid.
The employee will be returned to the same position or duties upon the conclusion of a leave of
absence or transfer unless:

• the employee would not otherwise have been employed in the same position at the time
she requests reinstatement for legitimate business reasons unrelated to the leave of
absence; or
• each means of preserving the employee’s job or duties would have substantially
undermined the Company’s ability to operate the business safely and efficiently.

If the Company cannot return an employee to her original job, it will offer her a comparable position
provided that one exists and is available. However, an employee will not be entitled to any greater
right to reinstatement than if that employee had not taken the leave. For example, if an employee
would have been laid off regardless of the leave, and there is no equivalent position available upon
return from leave, then the employee will not be entitled to reinstatement. Additionally, if the
Company is unable to keep the employee’s position open because to do so would undermine the safe
and efficient operations of the Company, and if there is no equivalent position available at the time
of the employee’s return, reinstatement will be denied.

Failure to return to work at the conclusion of the leave of absence may result in termination of
employment, unless the employee is taking additional leave provided by law or Company policy, or
the Company has otherwise approved the employee to take additional time off.

Integration with Other Benefits.

Pregnancy Disability Leaves of Absence are unpaid. The employee may elect to use accrued paid sick
leave benefits, if any, during the unpaid leave of absence. However, use of paid sick leave benefits

46
 will not extend the available leave of absence time. Paid sick leave benefits will not accrue during
any unpaid portion of the leave of absence.

Employees should apply for State Disability insurance (“SDI”) benefits. SDI forms are available from
the Company or the employee’s health care provider. Any SDI for which an employee is eligible will
be integrated with paid sick leave benefits so that she does not receive more than 100% of her regular
pay.

Military Reserves or National Guard Leave of Absence

A military leave of absence will be granted if you are absent from work because of service in the
“uniformed services” (active or inactive duty under federal authority) in accordance with the
Uniformed Services Employment and Reemployment Rights Act. (“USERRA”). Advance notice of
military service is required under USERRA, unless military necessity prevents such notice, or it is
otherwise impossible or unreasonable. Time limits have been set for reporting back to work based
on the length of time in the uniformed service. Please see Human Resources for additional
information on Military Leave.
Jury Duty
If you are called for jury duty, you must notify your supervisor within forty-eight (48) hours of
receipt of the jury summons and provide him/her with a copy of said summons. The Company will
pay your normal wages per day for the maximum number of days, as required by state and local
law, and may require you to submit any other compensation you receive for jury duty, as
permitted by law. You must report for work if you are released from jury duty before the end of
your regularly scheduled workday or if you are temporarily released from jury duty.

SEPARATION OF EMPLOYMENT
Termination / Severance
The Company operates under the principle of at-will employment. This means that neither you nor
the Company has entered into a contract regarding the duration of your employment. You are free
to terminate your employment with the Company at any time, with or without reason. Likewise,
the Company has the right to terminate your employment, or otherwise discipline, transfer or
demote you at any time, with or without reason, at the discretion of the Company.

The Company will consider you to have voluntarily terminated your employment if you do any of
the following:
1. Resign from the Company
2. Fail to return from an approved leave of absence on the date specified by the Company
3. Fail to report for a shift without notifying a Manager if you are unable to work your assigned
shift (“No call, no show”)
4. Do not work any hours for a period of twelve (12) consecutive months

The Company hopes and expects that you will give at least two (2) weeks’ notice in the event of
your resignation, though you are not required to do so. Your resignation may become effective on
the submittal date, at the Company discretion.

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 You may be terminated for poor performance, misconduct, excessive absences, tardiness,
discrimination, harassment or other violations of the Company policies. However, your
employment is at-will and both you and the Company have the right to terminate your
employment for any or no reason.

Return of Company Property

Any Company property issued to you, such as product samples, uniforms, promotional items,
computer equipment, keys, or company credit card must be returned to the Company at the time
of your termination. You will be responsible for any lost or damaged items. The replacement value
of any property issued and not returned may be deducted from your paycheck, up to the extent
permitted by Federal and State law, and you may be required to sign a wage deduction
authorization form for this purpose.

All data, images and/or information, digital and non-digital, on and/or created by the Company
equipment is the physical and intellectual property of the Company and shall be used at the sole
discretion of the Company.

To the extent any such data or materials are in your possession at the time of your termination, all
must be returned to the Company.

WORKPLACE POLICIES
Attendance Policy
All employees are expected to be punctual for their scheduled shifts. Regular attendance and
promptness are considered part of each employee’s essential job functions. No-shows and
tardiness will be grounds for disciplinary action, up to and including termination.

Electronic Communications Policy

The Company’s property including computers, tablets, electronic mail and voicemail should only be
used for conducting company business.

The use of these systems may not be used to solicit for commercial ventures, religious or political
causes, outside organizations, or other non-job-related solicitations. Furthermore, the electronic
mail system is not to be used to create any offensive or disruptive messages. Among those which
are considered offensive, are any messages which contain sexual implications, racial slurs, gender-
specific comments, or any other comments that offensively address someone's age, sexual
orientation, religious or political beliefs, national origin, or disability. In addition, the electronic
mail system shall not be used to send (upload) or receive (download) copyrighted materials, trade
secrets, proprietary financial information, or similar materials without prior authorization.

Representation of the Company

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 An employee of the Company should not represent himself/herself as being employed by a
client/customer or brand of the Company. Employees are not permitted use client logos or
trademarks in email signatures, voice mail messages, business cards, etc. without the written
consent of a corporate officer of the Company. Always be clear that you are an employee of the
Company and not an employee of a client.

Drug Free Workplace Policy

The Company is a community in which responsibilities and freedoms are governed by policies and
codes of behavior, including penalties for violations of these standards as stated in your Employee
Manual. The Company has a standard of conduct which prohibits the unlawful possession, use, or
distribution of illicit drugs and alcohol by employees on the Company's site and/or client sites or as
a part of the Company's activities.

The Company will impose disciplinary sanctions on employees ranging from educational and
rehabilitation efforts up to and including expulsion or termination of employment and referral for
prosecution for violations of the standards of conduct. Each situation will be looked at on a case-
by-case basis, and this policy will be administered in accordance with applicable law.

Dress Code
The dress code and specific uniform guidelines and standards vary based on client programs and
regions. Your supervisor will advise you of any specific requirements, guidelines and standards for
events which you are scheduled to work.

If clothing fails to meet these standards, as determined by the employee’s supervisor and/or
Human Resources Department, the employee will be asked not to wear the inappropriate item to
work again. If the problem persists, the employee may be sent home to change clothes and will
receive a verbal warning for the offense. Progressive disciplinary action may be applied if dress
code violations continue.

Nepotism in the Workplace

Under this policy the Company may, in its sole discretion, refuse to appoint a person to a position
in the same department where his/her relationship to another employee has the potential for
creating an adverse impact on supervision, safety, security or morale, or involves a potential
conflict of interest.

Management shall have the authority and responsibility for determining whether such a potential
for adverse impact exists or does not exist subject to the review of the Human Resources
Department. This policy applies to individuals who are related by blood, marriage or adoption
including the following relationships: spouse, child, step-children, parent, step-parent,
grandparent, grandchild, brother, sister, half-brother, half-sister, aunt, uncle, niece, nephew,
parent-in-law, daughter-in-law, son-in- law, brother-in-law and sister-in- law.

Conflicts of Interest with Competing Clients

On some occasions, a client may request that employees that are assigned to their event also not

49
 be assigned to events of their competitors or Companies that produce competing products
because of conflicts of interest. If a client puts this restriction on our contract, we may be
restricted and refuse to assign you to certain events. The Company will attempt to find you
alternative events when such conflict occurs.

Managed Spend Card (“MSC”)

Occasionally, part time employees are provided with a Team Enterprises “MSC” MasterCard. This
card is for executing promotional events exclusively. The limits on this card will be assigned by the
Program Manager and determined by the costs of the events covered. This MasterCard is to be
used for business expenditures only and under no circumstances are personal charges permitted
be placed on the MasterCard. Any personal or unauthorized charges placed on the MSC card may
result in disciplinary action, up to and including termination, and may be withdrawn from the
employee’s final paycheck up the maximum amount permitted by law.
Receipts for all expenses incurred on this MasterCard must be retained. Once the event has been
executed, all receipts and the MasterCard must be returned to the Program Manager.

POLICY REGARDING WORKPLACE VIOLENCE

Statement of Policy
The Company recognizes that violence in the workplace is a growing nationwide problem
necessitating a firm, considered response by employers. The costs of workplace violence are great,
both in human and financial terms. Therefore, the Company has adopted this policy regarding
workplace violence.
The safety and security of The Company employees is of vital importance. Acts or threats of
physical violence, including intimidation, harassment and/or coercion, which involve or affect the
Company, or which occur on Company property, will not be tolerated.
This prohibition against threats and acts of violence applies to all persons involved in the operation
of the Company, including, but not limited to, The Company personnel, contract and temporary
workers and anyone else on The Company property. Violations of this policy, by any individual, will
lead to disciplinary and/or legal action as appropriate
This policy is intended to bring The Company into compliance with existing legal provisions
requiring employers to provide a safe workplace; it is not intended to create any obligations
beyond those required by existing law.

Definitions
Workplace violence is any intentional conduct which is sufficiently severe, offensive or intimidating
to cause an individual to reasonably fear for his or her personal safety or the safety of his or her
family, friends and/or property such that employment conditions are altered or a hostile, abusive
or intimidating work environment is created for one or several The Company employees. Examples
of workplace violence include, but are not limited to, the following:
• Threats or acts of violence occurring on Company premises, regardless of the relationship
between the Company and the parties involved in the incident.
• Threats or acts of violence occurring off Company premises involving someone who is
acting in the capacity of a representative of The Company.
• Threats or acts of violence occurring off Company premises involving an employee of the
Company if the threats or acts affect the business interests of The Company.

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 • Threats or acts of violence occurring off Company premises of which an employee of the
Company is a victim if the Company determines that the incident may lead to an incident
of violence on Company premises.
• Threats or acts resulting in the conviction of an employee or agent of The Company, or of
an individual performing services for The Company on a contract or temporary basis, under
any criminal code provision relating to violence or threats of violence which adversely
affect the legitimate business interests of The Company

Specific examples of conduct which may be considered threats or acts of violence under this policy
include, but are not limited to the following:
• Threatening physical or aggressive contact directed toward another individual.
• Threatening an individual or his/her family, friends, associates or property with physical
harm.
• The intentional destruction or threat of destruction of Company property or another’s
property.
• Harassing or threatening phone calls.
• Stalking.
• Veiled threats of physical harm or like intimidation.

Workplace violence does not refer to occasional comments of a socially acceptable nature. Such
comments may include references to legitimate sporting activities, popular entertainment or
current events. Rather, it refers to behavior that is personally offensive, threatening or
intimidating.

Enforcement
Any person who engages in a threat or violent action on Company property may be removed from
the premises as quickly as safety permits and may be required, at the Company’s discretion, to
remain off Company premises pending the outcome of an investigation into the incident.
When threats are made or acts of violence are committed by a Company employee, a judgment
will be made by the Company as to what actions are appropriate, including possible medical
evaluation and/or possible disciplinary action.
Once a threat has been substantiated, it is The Company’s policy to put the threat maker on notice
that he/she will be held accountable for his/her actions and then follow through with the
implementation of a decisive and appropriate response.
Under this policy, decisions may be needed to prevent a threat from being carried out, a violent act
from occurring or a life-threatening situation from developing. No existing Company policy or
procedure should be interpreted in a manner that prevents the above from occurring.
Important Note: The Company will make the sole determination of whether, and to what extent,
threats or acts of violence will be acted upon by the Company. In making this determination, the
Company may undertake a case-by-case analysis in order to ascertain whether there is a
reasonable basis to believe that workplace violence has occurred.

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 APPENDIX A
ARBITRATION AGREEMENT
This dispute resolution agreement is a contract and covers important issues relating to your rights. It is your
sole responsibility to read it and understand it. You are free to seek assistance from independent advisors of
your choice outside the Company or to refrain from doing so if that is your choice.

1. Arbitration. This Agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). Except as
it otherwise provides, this Agreement applies to any dispute, past, present or future, arising out of or related to
Employee's (sometimes “you” or “your”) employment with TEAM (“Company”) or relationship with any of its
agents, employees, affiliates, successors, subsidiaries, investors, stockholders, board members, assigns or parent
companies or termination of employment regardless of its date of accrual and survives after the employment
relationship terminates. Except as it otherwise provides, this Agreement is intended to apply to the resolution of
disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. Except as
otherwise stated in this Agreement, you and the Company agree that any legal dispute or controversy covered
by this Agreement, or arising out of, relating to, or concerning the validity, enforceability or breach of this
Agreement, shall be resolved by final and binding arbitration in accordance with the JAMS Employment
Arbitration Rules and Procedures (“JAMS Rules”) then in effect, and not by court or jury trial, to be held (unless
the parties agree in writing otherwise) within 45 miles of and in the same state where you are or were last
employed by the Company. The JAMS Rules may be found at www.jamsadr.com or by searching for “JAMS
Employment Arbitration Rules” using a service such as www.Google.com or by asking HR for a copy of the rules.
If for any reason the JAMS will not administer the arbitration, either party may apply to a court of competent
jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral
Arbitrator.

Except as it otherwise provides, this Agreement also applies, without limitation, to disputes with any entity
or individual arising out of or related to the application for employment, background checks, privacy, the
employment relationship or the termination of that relationship, contracts, trade secrets, unfair competition,
compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest
periods, termination, retaliation, discrimination or harassment and claims arising under the Fair Credit Reporting
Act, Defend Trade Secrets Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, Rehabilitation Act, Civil
Rights Acts of 1866 and 1871, the Civil Rights Act of 1991, the Pregnancy Discrimination Act, Equal Pay Act,
Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor
Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any
benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974
or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services
Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers
Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation
Act of 1985, False Claims Act, state or local statutes or regulations addressing the same or similar subject matters,
and all other federal, state or local statutory and legal claims arising out of or relating to your employment or the
termination of employment (including without limitation torts and post-employment defamation or retaliation).

52
 All claims in arbitration are subject to the same statutes of limitation that would apply in court. You and the
Company shall follow the JAMS Rules applicable to initial filing fees, but in no event will you be responsible for
any portion of those fees in excess of the filing or initial appearance fees applicable to court actions in the
jurisdiction where the arbitration will be conducted. The Company otherwise shall pay all costs and expenses
unique to arbitration, including without limitation the arbitrator’s fees. Discovery will be conducted in accordance
with the JAMS Rules. The arbitrator must follow applicable law and may award only those remedies that would
have applied had the matter been heard in court. The arbitrator’s decision must be in writing and contain findings
of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision in any court having
jurisdiction.

This Agreement does not apply to litigation pending in a state or federal court as of the date of your receipt
of this Agreement. This Agreement also does not apply to claims for workers compensation, state disability
insurance or unemployment insurance benefits. Nothing contained in this Agreement shall be construed to
prevent or excuse you (individually or in concert with others) or the Company from utilizing the Company's
existing internal procedures for resolution of complaints, and this Agreement is not intended to be a substitute
for the utilization of such procedures. A party may apply to a court of competent jurisdiction for temporary or
preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and
any such application shall not be deemed incompatible with or waiver of this agreement to arbitrate. The court
to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent
it deems necessary in making its ruling. All determinations of final relief, however, will be decided in arbitration.

This Agreement does not prevent you from filing unfair labor practice charges with the National Labor
Relations Board (www.nlrb.gov). The Company will not retaliate against you for filing such a charge. Nothing in
this Agreement prevents you from making a report to or filing a claim or charge with a government agency,
including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S.
Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance
Programs. Nothing in this Agreement prevents the investigation by a government agency of any report, claim or
charge otherwise covered by this Agreement. This Agreement also does not prevent federal administrative
agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would
otherwise be covered by this Agreement. Nothing in this Agreement prevents or excuses a party from satisfying
any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a
claim in arbitration. The Company will not retaliate against you for filing a claim with an administrative agency
or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.

Disputes between the parties that may not be subject to pre-dispute arbitration agreement as provided by
an Act of Congress are excluded from the coverage of this Agreement.

2. Class and Collective Action Waiver. Private attorney general representative actions brought on behalf
of the state under the California Labor Code are not arbitrable, not within the scope of this Agreement and
may be maintained in a court of law, but any claim on your own behalf as an aggrieved employee for recovery
of underpaid wages (as opposed to representative claims for civil penalties) shall be arbitrable. However, this
Agreement affects your ability to participate in class or collective actions. Both the Company and you agree to
bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of

53
others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective
action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any
other provision of this Agreement or the JAMS Rules, disputes in court or arbitration regarding the validity,
enforceability or breach of the Class Action Waiver may be resolved only by the court and not by an arbitrator. In
any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination
that all or part of the Class Action Waiver is unenforceable, the class and/or collective action to that extent must
be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable
shall be enforced in arbitration. You will not be retaliated against, disciplined or threatened with discipline as a
result of your filing of or participation in a class or collective action in any forum. However, the Company may
lawfully seek enforcement of this Agreement and the Class Action Waiver under the Federal Arbitration Act and
seek dismissal of such class or collective actions or claims. The Class Action Waiver shall be severable in any case
in which the dispute is filed as an individual action and severance is necessary to ensure that the individual action
proceeds in arbitration.

3. Your Right to Opt Out of Arbitration. Arbitration is not a mandatory condition of your employment at
the Company, and therefore you may submit to Team Enterprises, Attn: Human Resources, 1 W. Las Olas Blvd,
4th Floor, Fort Lauderdale, Florida 33301, a signed and dated written statement that you wish to opt out and not
be subject to this Agreement. In order to be effective, your opt out statement must be provided within 30 days
of your receipt of this Agreement. If you opt out as provided in this paragraph, you will not be subject to any
adverse employment action as a consequence of that decision and may pursue available legal remedies without
regard to this Agreement. If you do not opt out within 30 days of your receipt of this Agreement, continuing your
employment constitutes mutual acceptance of the terms of this Agreement by you and the Company. You have
the right to consult with counsel of your choice concerning this Agreement.

4. Enforcement of this Agreement. This Agreement replaces all prior agreements regarding the arbitration of
disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this
Agreement. In the event any portion of this Agreement is deemed unenforceable, the remainder of this
Agreement will be enforceable.

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 APPENDIX B
PHOTO/VIDEO CONSENT AND RELEASE

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I, hereby
grant to NEW TEAM, LLC., d/b/a TEAM Enterprises, and its parents, subsidiaries, divisions, business units,
clients, related entities, agents, successors, and assigns (collectively “TEAM”), the unlimited right and
permission to use in perpetuity my photograph, likeness, video footage, actions, biography, testimonial and/or
voice, either alone or accompanied by other material, in any manner and in any media, throughout the world,
at any time, for any and all lawful purposes, including but not limited to, all promotion, marketing, advertising
and publicizing of TEAM’s services, or TEAM’s clients’ products or services.
I acknowledge that I shall have no right of approval, no claim to compensation, and no claim (including, without
limitation, claims based upon invasion of privacy, defamation, or right of publicity) arising out of any use,
blurring, alteration, distortion, illusionary effect, faulty reproduction, fictionalization or use in any composite
form of my name, picture, likeness, voice and biographical information. I acknowledge that neither TEAM nor
any other party, or any agent or attorney of TEAM or any other party, has made any promise, representation
or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to
induce me to execute this document.
I acknowledge that any pictures, video and/or voice recordings taken of me by TEAM or any third party
contracted by TEAM to perform such actions are or will become the sole property of TEAM.
I understand that nothing contained herein shall constitute any obligation by TEAM to make use of any of the
film, photographs, videos, or recordings of me.
I hereby hold harmless and release and forever discharge TEAM from any and all claims, demands, and causes
of action which I, my heirs, representatives, executors, administrators, agents, successors, assigns, or any other
person acting on my behalf or on behalf of my estate have or may have by reason of this authorization.
I acknowledge that I am over the age of 21, and that I have read, understand and agree to all of the terms and
conditions presented in this Consent and Release, and that I have the full and exclusive authority to grant the
rights granted hereunder.
This Consent and Release shall be governed by and interpreted in accordance with the laws of the State of
Florida.

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