Exhibit 10.3.2


 


Execution Copy


 


AMENDMENT
NO. 1 TO


MEMBERSHIP
UNIT PURCHASE AGREEMENT


 


AMENDMENT
NO. 1 dated August 8, 2005 (“Amendment No. 1”),
to the MEMBERSHIP UNIT PURCHASE AGREEMENT (the
“Purchase Agreement”) dated April 1,
2005, by and among ZG ACQUISITION INC.,
a Delaware corporation (the “Purchaser”), MDC PARTNERS INC., a corporation organized under the federal
laws of Canada, Sergio Zyman, ZYMAN GROUP, LLC, a Delaware limited liability company
(together with any predecessor company, including Zyman Group, LLC, a Nevada
limited liability company, and including its subsidiaries, the “Company”), ZYMAN COMPANY, INC.,
, and certain other unitholders of the Company thereto (collectively, the “Management Sellers”; together with Zyman, the “Sellers” and each individually, a “Seller”).


 


WHEREAS, pursuant to
an the Purchase Agreement, Purchaser acquired approximately 61.6% of the total
outstanding membership units of the Company;


 


WHEREAS, the parties
hereto desire to amend the Purchase Agreement to provide for amended terms and
conditions with respect to the 2005 Additional Payment and the 2006 Additional
Payment (as such terms are defined in the Purchase Agreement);


 


NOW,
THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Amendment No. 1, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:


 


1.                                       Capitalized
terms used in this Amendment No. 1 and not otherwise defined shall have
the meaning given to such terms in the Purchase Agreement.


 


For
purposes of calculating the 2005 Additional Payment and the 2006 Additional
Payment, each payable pursuant to Section 2.2.1(iii) of the Purchase
Agreement, (a) the “2005 Determination” shall be based on the 12-month
period ended June 30, 2006 and (b) the “2006 Determination”, as
contemplated by Section 2.2.3(iv), shall be based on the 12-month period
ended June 30, 2007.


 


3.                                       The penultimate
sentence of Section 2.2.3(i) is hereby amended in its entirety to
read as follows:  “The Accountants shall
deliver a copy of the 2005 Determination to Zyman not later than 120 days after
June 30, 2006.  The Accountants
shall deliver a copy of the 2006 Determination to Zyman not later than 120 days
after June 30, 2007.”


 


4.                                       The references
in Sections 2.2.1(iii) and 2.2.3 to calendar and fiscal year ends and
calendar and fiscal years are appropriately revised to reflect the 12-month
periods ended June 30, 2006 and ended June 30, 2007, and such
specific dates, all as referred to in this Amendment above, and further
references to audited statements as to fiscal or calendar years are
appropriately revised to refer to audited statements for the 12-month periods
ending June 30, 2006 and June 30, 2007, as appropriate.


 





















 


5.                                       As used in the
Purchase Agreement, the term “Agreement” shall mean the Purchase Agreement, as
from time to time amended (including, without limitation, this Amendment No. 1).


 


6.                                       Except as set
forth above, the Purchase Agreement, as amended herein, shall remain in full
force and force without further modification.


 


7.                                       This Amendment No. 1
may be executed in one or more counterparts, and each such counterpart shall be
deemed an original instrument, but all such counterparts taken together shall
constitute but one agreement.  Facsimile
signatures shall constitute an original.


 


 


[signature page follows]


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Purchase Agreement, on the day and year first above written.


 


 


	
   

  	
  ZG
  ACQUISITION INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MDC PARTNERS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ZYMAN GROUP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ZYMAN COMPANY, INC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [MANAGEMENT SELLERS]

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  
						



 


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