SECOND
        AMENDED AND RESTATED

       

      LIMITED
        LIABILITY COMPANY AGREEMENT

       

      OF

       

      ZYMAN
        GROUP, LLC

       

      THIS
        SECOND AMENDED AND RESTATED OPERATING AGREEMENT
        (as
        amended, this “Agreement”),
        dated
        as of January 11, 2008, is made and entered into by and among ZG ACQUISITION
        INC.,
        a
        Delaware corporation (“MDC”),
        ZYMAN
        COMPANY, INC.,
        a
        Delaware corporation (“Zyman”);
        the
        management unitholders signatory hereto (together with any management
        unitholders who are admitted as members following the date hereof pursuant
        to
        Section 2.4, the “Management
        Unitholders”
(which
        term, for the avoidance of any doubt, shall not include Sergio Zyman
        (“SZ”));
        the
        Management Unitholders together with Zyman and MDC collectively referred
        to as
        the “Members”
and
        individually a “Member”),
        MDC
        PARTNERS INC.,
        a
        corporation organized under the federal laws of Canada (“MDC
        Partners”),
        and
ZYMAN
        GROUP, LLC,
        a
        Delaware limited liability company (the “Company”).
        Capitalized terms used herein and not otherwise defined shall have the meanings
        ascribed to such terms in Article XIII.

       

      WHEREAS,
        Zyman
        and the Management Unitholders are parties to a Limited Liability Company
        Agreement (the “Original
        Operating Agreement”);

       

      WHEREAS,
        pursuant to the Membership Unit Purchase Agreement dated April 1, 2005 (the
        “Purchase
        Agreement”),
        Zyman
        and certain Management Unitholders sold, transferred, conveyed and delivered
        to
        MDC 30,794,384 Class B Units, which units were, effective upon such transfer,
        automatically converted into Class A Units of the Company pursuant to the
        terms
        of the Original Operating Agreement (the “Purchase
        Transaction”),
        such
        that immediately after giving effect to such transfer, the issued and
        outstanding Units of the Company were as set forth on Schedule
        2.1;
        and

       

      WHEREAS,
        in
        connection with the Closing of the Purchase Transaction, the Members admitted
        MDC as a member, and amended and restated the Original Operating Agreement
        in
        the form hereof;

       

      WHEREAS,
        pursuant to an amendment dated as of January 31, 2006, MDC Partners and Zyman
        agreed to amend certain terms and conditions in the Company’s Amended and
        Restated Operating Agreement, which amended terms and conditions are reflected
        in this Agreement;

       

      WHEREAS,
        in
        connection with the Company’s (i) acquisition of substantially all of the assets
        of Tybrett Co., a Georgia corporation doing business as Core Strategy Group
        (“Core
        Strategy”)
        and
        (ii) proposed acquisition of the assets of DMG, Inc. (“DMG”)
        on the
        date hereof (collectively, the “2008
        Acquisitions”),
        the
        Company and its Board of Managers have determined to authorize and issue
        new
        Class C units and to further amend this Agreement on the terms and conditions
        set forth herein;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      NOW,
        THEREFORE,
        in
        consideration of the mutual covenants and agreements set forth in this
        Agreement, and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the Members and the other parties
        hereto do hereby agree as follows:

       

      ARTICLE
        I

       

      FORMATION
        OF LIMITED LIABILITY COMPANY

       

      Section
        1.1   Formation.
        The
        Company was formed as a limited liability company under the laws of the State
        of
        Delaware by the filing with the Secretary of State of Delaware of the
        Certificate of Formation (as may be amended from time to time, the “Certificate”).
        

       

      Section
        1.2   Purpose.
        The
        Company may engage in any lawful business of every kind and character for
        which
        a limited liability company may be organized under the Delaware Limited
        Liability Company Act (as amended from time to time, the “Act”)
        or any
        successor statute. The Company shall have all of the powers provided for
        a
        limited liability company under the Act.

       

      Section
        1.3   Offices;
        Registered Agent.
        The
        principal place of business of the Company shall be 950 East Paces Ferry
        Road,
        N.E., Suite 3300, Atlanta, Georgia 30326, or such other principal place of
        business as the Managers (as defined in Section 11.5) may from time to time
        determine. The Company may have, in addition to such office, such other offices
        and places of business at such locations, both within and without the State
        of
        Delaware, as the Managers may from time to time determine or the business
        and
        affairs of the Company may require. The registered agent of the Company in
        the
        State of Delaware shall be the initial registered agent named in the Certificate
        or such other Person (as defined in Section 13.1) as the Managers may designate
        from time to time in the manner provided by law.

       

      Section
        1.4   Filings
        and Foreign Qualification.
        Upon
        the request of the Managers, the Members shall promptly execute and deliver
        all
        such certificates and other instruments conforming hereto as shall be necessary
        for the Managers to accomplish all filing, recording, publishing and other
        acts
        appropriate to comply with all requirements for the formation and operation
        of a
        limited liability company under the laws of the State of Delaware and for
        the
        qualification and operation of a limited liability company in all other
        jurisdictions where the Company shall propose to conduct business.

       

      Section
        1.5   Term.
        The
        Company commenced on the date the Company initially filed its Certificate
        with
        the Secretary of State of Delaware and shall continue in existence, unless
        sooner terminated in accordance with the provisions of this
        Agreement.

       

      
        
          
          

        

        
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      ARTICLE
        II

       

      MEMBERS;
        MEMBERSHIP INTERESTS; UNITS

       

      Section
        2.1   Members
        and Membership Units.
        

       

      (a) `The
        Company is authorized to issue 31,500,000 Class A Units and 25,000,000 Class
        B
        Units and the issued Class A Units and Class B Units are allocated among
        the
        Members as set forth on Schedule
        2.1.
        Except
        as the Board of Managers may otherwise determine, all Units acquired by the
        Company from any Member pursuant to Article X hereof or otherwise shall not
        be
        cancelled but shall constitute authorized but unissued Units. Upon any change
        in
        the Members or Units, including by reason of the issuance of additional Units,
        Schedule
        2.1 shall
        be
        deemed to be updated to reflect such changes and the Members agree to complete
        a
        revised Schedule
        2.1
        hereof,
        which shall be deemed incorporated into this Agreement as part of this Section
        2.1.

       

      (b) The
        Company is authorized to issue 1,000,000 Class C Units among the Members
        as set
        forth on Schedule
        2.1, which
        Class C Units shall be issued pursuant to the Company’s 2008
        Restricted Unit Plan
        simultaneously adopted by the Board of Managers. Except as the Board of Managers
        may otherwise determine, all Units acquired by the Company from any Member
        pursuant to Article X hereof or otherwise shall not be cancelled but shall
        constitute authorized but unissued Units. Upon any change in the Members
        or
        Units, including by reason of the issuance of additional Units, Schedule
        2.1 shall
        be
        deemed to be updated to reflect such changes and the Members agree to complete
        a
        revised Schedule
        2.1
        hereof,
        which shall be deemed incorporated into this Agreement as part of this Section
        2.1.

       

      Section
        2.2   Classes
        of Units.
        

       

      (a) Class
        A Units.
        The
        Class A Units shall have the following characteristics: (i) an initial Unit
        Capital Account (as defined in Section 7.2(e) hereof), (ii) provisions relating
        to transfer as provided in Article X hereof, (iii) entitlement to a share
        of
        Profits and Losses as set forth in Section 3.3, (iv) entitlement to
        distributions as provided in Sections 3.4 and 9.2, (v) entitlement to
        allocations of PBT as provided in Section 3.5 and (vi) voting rights equal
        to
        one vote per Unit.

       

      (b) Class
        B Units.
        The
        Class B Units shall have the following characteristics: (i) an initial Unit
        Capital Account (as defined in Section 7.2(e) hereof), (ii) provisions relating
        to transfer as provided in Article X hereof, (iii) entitlement to a share
        of
        Profits and Losses as set forth in Section 3.3, (iv) entitlement to
        distributions as provided in Sections 3.4 and 9.2, (v) entitlement to
        allocations of PBT as provided in Section 3.5 and (vi) voting rights equal
        to
        one vote per Unit.

       

      (c) Class
        C Units.
        The
        Class C Units shall have the characteristics, terms and conditions set forth
        in
        the Company’s “2008
        Restricted Unit Plan”
(a
        copy
        of which is annexed hereto as Exhibit A) and any underlying Restricted Unit
        Award Agreement delivered by the Company pursuant to an award of Class C
        Units
        pursuant to such Restricted Unit Plan. In addition, the Class C Units shall
        have
        the following additional characteristics: (i) entitlement to a share of Profits
        and Losses as set forth in Section 3.6, and (ii) entitlement to distributions
        as
        provided in Sections 3.6.

       

      
        
          
          

        

        
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      Section
        2.3   Transfer
        of Units.
        In the
        event a Member transfers all or a portion of its Membership Interests in
        accordance with Article X hereof, then effective as of the date of the sale
        and
        subject to compliance with Section 10.1 hereof, such Member shall automatically
        cease to be a Member in the Company as to such sold Unit. Except as otherwise
        expressly provided herein, upon a transfer of Units permitted by this Agreement,
        the transferee shall have all of the rights, powers and duties of the transferor
        hereunder with respect to the transferred Units and shall be admitted as
        a
        Member, the transferee shall sign a counterpart to this Agreement and
Schedule
        2.1
        shall be
        amended as set forth in Section 2.1.

       

      Section
        2.4   Additional
        Members and Membership Interests.
        Subject
        to Section 2.3, additional Persons may be admitted to the Company as Members
        and
        Membership Interests may be created and issued to such Persons on such terms
        and
        conditions as the Board of Managers shall approve, subject to Section 4.1
        hereof. The terms of admission or issuance may specify the creation of different
        classes or groups of Members having different rights, powers and duties.
        The
        creation of any new class or group of Members shall be indicated in an amendment
        to this Agreement in accordance with Section 14.4 hereof and such amendment
        shall indicate the different rights, powers and duties of the classes or
        groups
        of Members. Upon admission of a new Member, such Person shall sign a counterpart
        to this Agreement and Schedule
        2.1
        shall be
        amended as set forth in Section 2.1.

       

      Section
        2.5   Liability
        of Member.
        Except
        as expressly provided under the Act, no Member shall be liable for the debts,
        liabilities, contracts or other obligations of the Company, and no Member
        shall
        be required to make any loans to the Company. Subject to the limitations
        and
        conditions provided for in Article XI hereof and the Act, the Company shall
        indemnify and hold harmless a Member in the event a Member becomes liable,
        notwithstanding the preceding sentence, for any debt, liability, contract
        or
        other obligation of the Company except to the extent expressly provided in
        the
        preceding sentence.

       

      Section
        2.6   Limitations
        on Members.
        Other
        than as specifically provided for in this Agreement, the Purchase Agreement,
        an
        Employment Agreement entered into pursuant to the Purchase Agreement, or
        the
        Act, no Member shall: (a) be permitted to take part in the business or control
        of the business or affairs of the Company; (b) have any voice in the management
        or operation of any Company property; or (c) have the authority or power
        to act
        as agent for or on behalf of the Company or any other Member, to do any act
        which would be binding on the Company or any other Member, or to incur any
        expenditures, debts, liabilities or obligations on behalf of or with respect
        to
        the Company.

       

      Section
        2.7   Certification
        of Units.
        Unless
        a majority of the Members of each class of Units otherwise agree, the Company
        shall issue certificates to the Members representing the Units held by such
        Members. The following provisions shall apply:

       

      
        
          
          

        

        
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      (a) Certificates
        attesting to the ownership of Units in the Company shall be in such form
        as
        shall be approved by the Managers and shall state that the Company is a limited
        liability company formed under the laws of the State of Delaware, the name
        of
        the Member to whom such certificate is issued and that the certificate
        represents limited liability company interests within the meaning of the
        Act.
        Each such certificate shall be signed by such officers of the Company as
        are
        approved by the Managers and shall bear a legend in substantially the following
        form:

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO AN
        EXEMPTION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). IN ADDITION,
        THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER
        AND OTHER RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY
        COMPANY OPERATING AGREEMENT, DATED JANUARY 11, 2008, AMONG ZYMAN GROUP, LLC
        AND
        ITS MEMBERS (THE “AGREEMENT”) AND MAY NOT BE OFFERED OR SOLD EXCEPT IN
        COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS. COPIES OF THE AGREEMENT ARE ON
        FILE
        WITH THE SECRETARY OF THE LIMITED LIABILITY COMPANY AND ARE AVAILABLE WITHOUT
        CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY
        ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS
        OF
        THE AFORESAID AGREEMENT AND THE APPLICABLE RESTRICTIONS UNDER THE
        ACT.

       

      (b) The
        transfer register or transfer book and blank certificates shall be kept by
        the
        secretary of the Company or by any transfer agent or registrar approved by
        the
        Managers for that purpose. The certificates shall be numbered and registered
        in
        the share or unit register or transfer books of the Company as they are issued.
        Except to the extent that the Company shall have received written notice
        of an
        assignment of any Unit in the Company, the Company shall be entitled to treat
        the Person in whose name any certificates issued by the Company stand on
        the
        books of the Company as the absolute owner thereof, and shall not be bound
        to
        recognize any equitable or other claim to, or interest in, such Unit on the
        part
        of any other Person.

       

      (c) Subject
        to all provisions herein relating to transfers of Units, if the Company shall
        issue certificates in accordance with the provisions of this Section 2.7,
        transfers of Units shall be made on the register or transfer books of the
        Company upon surrender of the certificate therefor, endorsed by the Person
        named
        in the certificate or by an attorney lawfully constituted in
        writing.

       

      (d) The
        holder of any certificates issued by the Company shall immediately notify
        the
        Company of any loss, destruction or mutilation of such certificates, and
        the
        Managers may cause a new certificate or certificates to be issued to such
        holder, in case of mutilation of the certificate, upon the surrender of the
        mutilated certificate or, in case of loss or destruction of the certificate,
        upon satisfactory proof of such loss or destruction and, if the Managers
        shall
        so determine, the granting of an indemnity as is approved by the
        Managers.

       

      
        
          
          

        

        
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      ARTICLE
        III

       

      CAPITAL
        CONTRIBUTIONS; ALLOCATIONS AND DISTRIBUTIONS

       

      Section
        3.1   Capital
        Account; Capital Contributions.
        The
        Capital Accounts of each Member shall be computed in accordance with Section
        7.2. Notwithstanding the foregoing, the initial Capital Accounts of the Members
        shall be set forth as on Schedule 3.1 and adjusted on the same basis as the
        initial Capital Accounts were determined to reflect (grossed-up) any additional
        payments made by MDC for its interest pursuant to the Purchase
        Agreement.

       

      Section
        3.2   Withdrawal
        and Return of Capital Contribution.
        No
        Member shall have the right to receive or withdraw its Capital Contribution
        except to the extent, if any, that any distribution made pursuant to the
        express
        terms of this Agreement may be considered as such by law or as expressly
        provided for in this Agreement.

       

      Section
        3.3   Allocation
        of Profits and Losses.

       

      (a) Except
        as
        otherwise provided in this Section 3.3 and Section 3.6, all Profits and Losses
        of the Company (as such terms are defined in Section 13.1 hereof) for any
        calendar year shall be allocated and charged to the Members for income tax
        purposes (including without limitation the capital account maintenance
        regulations under Section 704(b) of the Code) as follows:

       

      (i) Profits
        shall be allocated as follows:

       

      
        	 	
                (A)

              	
                First,
                  pro rata to those Members to whom PBT (as such term is defined
                  in Section
                  13.1) for such calendar year and each prior calendar year since
                  the
                  Effective Time has been allocated under Section 3.5 until the excess
                  of
                  the allocation to each such Member of Profits under this Section
                  3.3(a)(i)(A) over any allocation to each such Member of Losses
                  under
                  Section 3.3(a)(ii)(B) for such calendar years equals the amount
                  of PBT so
                  allocated to each such Member during such calendar years;
                  and

              


      

       

      
        	 	
                (B)

              	
                Thereafter,
                  to the Members in accordance with the number of Units owned by
                  each.

              


      

       

      (ii) Losses
        shall be allocated as follows:

       

      
        	 	
                (A)

              	
                First,
                  to the extent that Profits allocated under Section 3.3(a)(i)(B)
                  over
                  Losses previously allocated under this Section 3.3(a)(ii)(A) exceed
                  distributions made in accordance with the number of Units owned
                  by each
                  Member under Section 3.4(a)(iv), to the Members in the proportion
                  in which
                  such excess was allocated;

              


      

       

      
        
          
          

        

        
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                (B)

              	
                Second,
                  to the extent that Profits allocated under Section 3.3(a)(i)(A)
                  over
                  Losses previously allocated under this Section 3.3(a)(ii)(B) exceed
                  distributions under Sections 3.4(a)(i), (ii) or (iii), as applicable,
                  to
                  the Members in the proportion in which such excess was
                  allocated;

              


      

       

      
        	 	
                (C)

              	
                Third,
                  to the Members in accordance with the number of Units owned by
                  each.
                  

              


      

       

      (b) Special
        Allocations and Limitations

       

      (1) In
        the
        event a Member unexpectedly receives in any taxable year any adjustments,
        allocations, or distributions described in Treasury Regulation Section
        1.704-1(b)(2)(ii)(d)(4), (5), or (6) which cause or increase an Adjusted
        Capital
        Account Deficit (as defined in Section 13.1) of such Member, items of Company
        income and gain shall be specially allocated to such Member in such taxable
        year
        (and, if necessary in subsequent taxable years), in an amount and manner
        sufficient to eliminate, to the extent required by the Treasury Regulations,
        the
        Adjusted Capital Account Deficit of such Member as quickly as possible, provided
        that an allocation pursuant to this Section 3.3(b)(1) shall be made only
        if and
        to the extent that the Members would have an Adjusted Capital Account Deficit
        after all the allocations provided for in this Section 3 have been tentatively
        made as if this Section 3.3(b)(1) were not in the Agreement.

       

      (2) In
        the
        event any Member has an Adjusted Capital Account Deficit at the end of any
        taxable year which is in excess of the sum of (i) the amount such Member
        is
        obligated to restore pursuant to any provision of this Agreement and (ii)
        the
        amount such Member is deemed to be obligated to restore pursuant to the
        penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5),
        the Member shall be specially allocated items of the Company income and gain
        in
        the amount of such excess as quickly as possible, provided that an allocation
        pursuant to this Section 3.3(b)(2) shall be made only if and to the extent
        that
        such Member would have an Adjusted Capital Account Deficit in excess of such
        sum
        after all other allocations provided for in this Article III have been
        tentatively made as if Section 3.3(b)(1) hereof and this Section 3.3(b)(2)
        were
        not in the Agreement.

       

      (3) Notwithstanding
        the provisions of Section 3.3(a), in no event shall Losses of the Company
        be
        allocated to a Member if such allocation would result in such Member’s having an
        Adjusted Capital Account Deficit at the end of any taxable year. All Losses
        in
        excess of the limitation set forth in this Section 3.3(b)(3) shall be allocated
        to the Members with positive balances in their Capital Accounts, as a class
        pro
        rata in proportion to such positive balances.

       

      
        
          
          

        

        
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      (4) To
        the
        extent an adjustment to the adjusted tax basis of any Company asset, pursuant
        to
        Section 734(b) or Section 743(b) of the Code is required, pursuant to Treasury
        Regulations Section 1.704-1(b)(2)(iv)(m)(2)
        or
        Section 1.704-1(b)(2)(iv)(m)(4),
        to
        be taken into account in determining Capital Accounts as the result of a
        distribution to a Member in complete liquidation of such Member’s interest in
        the Company, the amount of such adjustment to Capital Accounts shall be treated
        as an item of gain (if the adjustment increases the basis of the asset) or
        loss
        (if the adjustment decreases such basis) and such gain or loss shall be
        specifically allocated to the Members in accordance with their interests
        in the
        Company in the event Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2)
        applies, or to the Member to whom such distribution was made in the event
        Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4)
        applies.

       

      (5) The
        allocations set forth in Sections 3.3(b)(1), (2), (3) and (4) (the “Regulatory
        Allocations”)
        are
        intended to comply with certain requirements of Treasury Regulations promulgated
        under Section 704 of the Code. The Regulatory Allocations shall be taken
        into
        account in allocating other Profits, Losses, and items of income, gain, loss,
        and deduction to each Member so that, to the extent possible, and to the
        extent
        permitted by Treasury Regulations, the net amount of such allocations of
        other
        Profits, Losses, and other items and the Regulatory Allocations to each Member
        shall be equal to the net amount that would have been allocated to each Member
        if the Regulatory Allocations had not been made.

       

      (6) The
        respective interests of the Members in the Profits, Losses, or items thereof
        shall remain as set forth above unless changed by amendment to this Agreement
        or
        by an assignment of a Unit authorized by the terms of this Agreement. Except
        as
        otherwise provided herein, for tax purposes, all items of income, gain, loss,
        deduction, or credit shall be allocated to the Members in the same manner
        as are
        Profits and Losses; provided, however, that with respect to property contributed
        to the Company by a Member, such items shall be shared among the Members
        so as
        to take into account the variation between the basis of such property and
        its
        fair market value at the time of contribution in accordance with Section
        704(c)
        of the Code.

       

      (7) The
        Capital Accounts of all Members shall be adjusted pursuant to the rules of
        Treasury Regulation Section 1.704-1(b)(2)(iv)(f) upon the circumstances set
        forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(f)(5). Corresponding
        adjustments shall be made as provided for under Treasury Regulation
        1.704-1(b)(2), including Section 1.704-1(b)(2)(iv)(g).

       

      (c) Other
        Special Allocations.
        The
        following special allocations shall be made in the following order:

       

      (1) Except
        as
        otherwise provided in Section 1.704-2(f) of the Treasury Regulations,
        notwithstanding any other provision of this Section 3, if there is a net
        decrease in Company Minimum Gain (as defined in Section 13.1) during any
        fiscal
        year, each Member shall be specially allocated items of Company income and
        gain
        for such fiscal year (and, if necessary, subsequent fiscal years) in an amount
        equal to such Member’s share of the net decrease in Company Minimum Gain,
        determined in accordance with Section 1.704-2(g) of the Treasury Regulations.
        Allocations pursuant to the previous sentence shall be made in proportion
        to the
        respective amounts required to be allocated to each Member pursuant thereto.
        The
        items to be so allocated shall be determined in accordance with Sections
        1.704-2(f)(6) and 1.704-2(j)(2) of the Treasury Regulations. This Section
        3.3(c)(1) is intended to comply with the minimum gain chargeback requirement
        in
        Section 1.704-2(f) of the Treasury Regulations and shall be interpreted
        consistently therewith.

       

      
        
          
          

        

        
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      (2) Except
        as
        otherwise provided in Section 1.704-2(i)(4) of the Treasury Regulations,
        notwithstanding any other provision of this Section 3, if there is a net
        decrease in Member Nonrecourse Debt Minimum Gain (as defined in Section 13.1)
        attributable to a Member Nonrecourse Debt (as defined in Section 13.1) during
        any fiscal year, each Member who has a share of the Member Nonrecourse Debt
        Minimum Gain attributable to such Member Nonrecourse Debt, determined in
        accordance with Section 1.704-2(i)(5) of the Treasury Regulations, shall
        be
        specially allocated items of Company income and gain for such fiscal year
        (and,
        if necessary, subsequent fiscal years) in an amount equal to such Member’s share
        of the net decrease in Member Nonrecourse Debt Minimum Gain attributable
        to such
        Member Nonrecourse Debt, determined in accordance with Section 1.704-2(i)(4)
        of
        the Treasury Regulations. Allocations pursuant to the previous sentence shall
        be
        made in proportion to the respective amounts required to be allocated to
        each
        Member pursuant thereto. The items to be so allocated shall be determined
        in
        accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury
        Regulations. This Section 3.3(c)(2) is intended to comply with the minimum
        gain
        chargeback requirement in Section 1.704-2(i)(4) of the Treasury Regulations
        and
        shall be interpreted consistently therewith. 

       

      (3) Nonrecourse
        Deductions (as defined in Section 13.1) for any fiscal year shall be specially
        allocated among the Members in proportion to their allocable
        Profits.

       

      (4) Any
        Member Nonrecourse Deductions (as defined in Section 13.1) for any fiscal
        year
        shall be specially allocated to the Member who bears the economic risk of
        loss
        with respect to the Member Nonrecourse Debt to which such Member Nonrecourse
        Deductions are attributable in accordance with Section 1.704-2(i)(1) of the
        Treasury Regulations.

       

      (5) Solely
        for purposes of determining a Member’s proportionate share of the “excess
        nonrecourse liabilities” of the Company within the meaning of Section
        1.752-3(a)(3) of the Treasury Regulations, the Members’ interests in Company
        profits are
        in
        proportion to their allocable Profits, and, for purposes of allocating
        Nonrecourse Liabilities (as defined in Section 13.1) of the Company among
        the
        Members pursuant to Treasury Regulation Section 1.752-3(a)(3), the parties
        agree
        that each Member’s interest in Company profits shall be in proportion to their
        allocable Profits.

       

      (6) To
        the
        extent permitted by Section 1.704-2(h)(3) of the Treasury Regulations, the
        Members shall endeavor to treat distributions of funds as having been made
        from
        the proceeds of a Nonrecourse Liability (as defined in Section 13.1) or a
        Member
        Nonrecourse Debt (as defined in Section 13.1) only to the extent that such
        distributions would otherwise cause or increase an Adjusted Capital Account
        Deficit for any Member.

       

      (7) For
        purposes of determining the character (as ordinary income or capital gain)
        of
        any Profits allocated to the Members pursuant to this Section 3.3, such portion
        of Profits that is treated as ordinary income attributable to the recapture
        of
        depreciation shall, to the extent possible, be allocated among the Members
        in
        the proportion which (i) the amount of depreciation previously allocated
        to each
        Member bears to (ii) the total of such depreciation allocated to all Members.
        This Section 3.3(c)(7) shall not alter the amount of allocations among the
        Members pursuant to this Section 3.3, but merely the character of income
        so
        allocated.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (d) The
        Members are aware of the income tax consequences of the allocations described,
        and hereby agree to be bound by the provisions of Section 3.3 in reporting
        their
        respective shares of Company income and loss for income tax
        purposes.

       

      (e) It
        is the
        intention of the Company and its Members that the Company be taxed as a
        partnership for all purposes of the Code and similar income tax
        laws.

       

      (f) All
        matters concerning the valuation of securities, the allocation of profits,
        gains
        and losses among the Members, including the taxes on those profits, gains
        and
        losses, and accounting procedures, not specifically and expressly provided
        for
        by the terms of this Agreement, shall be determined in good faith by the
        Managers with regard to their fiduciary duty to the Members, whose determination
        in accordance with the terms hereof shall be final, binding and conclusive
        upon
        all of the Members.

       

      (g) In
        connection with the exercise of a Put or a Call with respect to Class B Units
        pursuant to Article X hereof, any Profits attributable to such Class B Units
        arising after the date of exercise of the applicable Put or Call shall be
        allocated to the transferee of such Class B Units so long as the closing
        of such
        transfer occurs.

       

      Section
        3.4   Distributions.

       

      (a) Subject
        to the making of the Tax Distributions (as defined in clause (d) below),
        to the
        extent permitted by the Act, the Company shall make distributions as
        follows:

       

      
        	 	
                (i)

              	
                first,
                  distributions of Class C PBT to the Class C Unit holders in accordance
                  with Section 3.6 hereof;

              


      

       

      
        	 	
                (ii)

              	
                second,
                  100% to the holders of the Class A Units in an amount equal to
                  the sum of
                  (a) the allocation to such holders of PBT under Section 3.5(a)(i)
                  for such
                  calendar year plus (b) the Class A Distribution Shortfall Amount
                  (as
                  defined in Section 13.1) for such year;


              


      

       

      
        	 	
                (iii)

              	
                third,
                  following the distribution pursuant to clauses (i) and (ii) above,
                  100% to
                  the holders of the Class B Units in an amount equal to the sum
                  of (a) the
                  allocation to such holders of PBT under Section 3.5(a)(ii) for
                  such
                  calendar year plus (b) the Class B Distribution Shortfall Amount
                  (as
                  defined in Section 13.1) for such year; 

              


      

       

      
        	 	
                (iv)

              	
                fourth,
                  following the distributions pursuant to clauses (i), (ii) and (iii)
                  above,
                  100% to the Members in accordance with any other amounts which
                  have been
                  allocated pursuant to either or both of Section 3.5(a) and Section
                  3.5(b)
                  and which have not previously been distributed, with any distributions
                  under this clause (iv) first being applied to the allocation of
                  PBT for
                  the earliest year or period for which PBT has been allocated but
                  has not
                  been fully distributed (using a first in-first out approach);
                  and

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (v)

              	
                fifth,
                  following distributions pursuant to clauses (i), (ii), (iii) and
                  (iv)
                  above, 100% to the members pro rata in accordance with the number
                  of Units
                  owned by each.

              


      

      


      It
        is the
        intention of the Members that, subject to clause (b) below, the Company shall
        generally make Distributions as described in 3.4(a)(i), (ii), (iii) and (iv)
        above on a quarterly basis, generally in arrears of no more than 90 days,
        based
        upon the financial statements and the then-current forecasts prepared in
        good
        faith by the officers of the Company and its subsidiaries and taking into
        account the ongoing capital requirements of the Company. Determinations as
        to
        the amount of such distributions shall be made by MDC in good faith after
        consultation with Zyman. Furthermore, in the event that MDC reasonably
        anticipates that, based on the financial statements and then-current forecasts
        of the Company and its subsidiaries, the Company will be able to make
        distributions in an amount equal to the amount set forth in Section 3.4(a)(i)
        and (ii) above during a given calendar year, MDC will in good faith cause
        the
        Company to make distributions to the holders of the Class B Units towards
        the
        amount set forth in Section 3.4(a)(iii) prior to the end of such calendar
        year,
        at such times and in such amounts as MDC may in good faith
        determine.

       

      (b) Any
        distribution of funds prior to the end of the fiscal year in which such funds
        came into possession of the Company (including any Tax Distribution, but
        excluding any Accrued Distribution) shall be treated as a non-interest-bearing
        loan (a “draw”)
        from
        the Company to each Member receiving such draw and shall be deemed repaid
        by
        reducing the amount of each subsequent distribution to the Member receiving
        such
        draw pursuant to this Section 3.4(b) by the lesser of (i) the entire amount
        otherwise distributable to the Member receiving such draw, and (ii) the entire
        amount of any unrepaid draws pursuant to this Section 3.4(b). For purposes
        of
        this clause, a Selling Member (as defined below) and any transferee of such
        Selling Member shall be treated as a single Member with respect to the Units
        transferred by such Selling Member to such transferee.

       

      (c) All
        amounts withheld pursuant to the Code and Tax Regulations or any provision
        of
        any state or local tax law with respect to any payment, distribution, or
        allocation to the Company or the Members shall be treated as amounts distributed
        to the Members pursuant to this Section 3.4 for all purposes under this
        Agreement. The Managers are authorized to withhold from distributions, or
        with
        respect to allocations, to the Members and to pay over to any Federal, state,
        or
        local government any amounts required to be so withheld pursuant to the Code
        and
        Tax Regulations or any provisions of any other Federal, state, or local law,
        and
        shall allocate any such amounts to the Members with respect to which such
        amount
        was withheld. Notwithstanding any other provision in this Agreement, prior
        to
        the making any such distribution, the Managers in their sole discretion may
        require the delivery to the Managers from each or any potential distributee
        such
        evidence as the Managers may reasonably request evidencing the absence of
        any
        third-party claims with respect to such potential distribution.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (d) Notwithstanding
        anything in this Agreement to the contrary, in preference to any other
        distributions pursuant to this Section 3.4, the Members shall cause the Company
        to distribute cash of the Company to its Members on a quarterly (or other
        reasonable) basis equal to the product of (i) each Member’s distributive share
        of the Company’s taxable income (determined without regard to the election made
        under Section 754 of the Code) for the current year and (ii) the maximum
        individual tax rates for federal taxpayers and Georgia taxpayers (the
“Tax
        Distributions”);
        provided, that, no Member will receive a Tax Distribution unless such Member’s
        allocation of the Company’s taxable income exceeds all prior cumulative
        allocations of the Company’s taxable losses and provided further that if a
        Member receives a Tax Distribution for a particular year that is greater
        than
        any distribution to which that Member is entitled under Section 3.4(a), that
        Member will contribute to the Company an amount equal to the portion of the
        aggregate amount of any Tax Distribution(s) received by such Member which
        exceed
        the amount of tax which is calculated as provided above and is attributable
        to
        such Member’s allocable share of the Company’s taxable income for such year. For
        purposes of Section 3.4(a) hereof, a Tax Distribution shall be deemed to
        be a
        distribution at the time of such Tax Distribution and shall reduce the amount
        of
        each subsequent distribution to any Member receiving such Tax Distribution
        by
        the amount of any such Tax Distribution.

       

      (e) Notwithstanding
        anything in this Agreement to the contrary, any PBT which has been allocated
        to
        the transferred Units of a Selling Member pursuant to Section 3.5(c) shall,
        subject to Section 3.4(b), be distributed to such Selling Member in accordance
        with Section 3.4(a) as if such Selling Member owned Units.

       

      Section
        3.5   Allocation
        of PBT.
        

       

      (a) Subject
        to the allocations of Class C PBT set forth in Section 3.6, PBT for purposes
        of
        this Agreement shall be allocated for each Distribution Period Calendar Year
        as
        follows:

       

      
        	 	
                (i)

              	
                first,
                  100% to the holders of the Class A Units until the holders of Class
                  A
                  Units have been allocated the Preferred Return Amount and any Class
                  A PBT
                  Shortfall Amount with respect to such Distribution Period Calendar
                  Year;

              


      

       

      
        	 	
                (ii)

              	
                second,
                  100% of any remaining PBT after giving effect to the allocations
                  outlined
                  in clause (i) above to the holders of Class B Units until the holders
                  of
                  Class B Units have been allocated an amount equal to the Class
                  B Catch-Up
                  Amount;

              


      

       

      
        	 	
                (iii)

              	
                third,
                  (x) in the event that the PBT Margin for such Distribution Period
                  Calendar
                  Year is at least 30%, 100% of any remaining PBT after giving effect
                  to the
                  allocations outlined in clauses (i) and (ii) above to the Members
                  pro rata
                  in accordance with the number of Units owned by each Member until
                  the
                  Members have been allocated an amount equal to the product of 30%
                  and the
                  Revenues for such Distribution Period Calendar Year and any remainder
                  in
                  accordance with clause (iv) below and (y) in the event that the
                  PBT Margin
                  for such Distribution Period Calendar Year is less than 30%, 100%
                  of any
                  remaining PBT after giving effect to the allocations outlined in
                  clauses
                  (i) and (ii) above to the Members pro rata in accordance with the
                  number
                  of Units owned by each Member; and

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (iv)

              	
                fourth,
                  (x) for the first two Distribution Period Calendar Years and the
                  portion
                  of the third Distribution Period Calendar Year ending on the second
                  anniversary of the Effective Time (such date, the “Second
                  Anniversary”)
                  100% of any remaining PBT after giving effect to the allocations
                  outlined
                  in clauses (i), (ii) and (iii) above to the Members, allocated
                  25% to the
                  holders of the Class A Units and 75% to the holders of the Class
                  B Units
                  and (y) for the remaining Distribution Period Calendar Years (including
                  the portion of the third Distribution Period Calendar Year following
                  the
                  Second Anniversary), 100% of any remaining PBT after giving effect
                  to the
                  allocations outlined in clauses (i), (ii) and (iii) above to the
                  Members,
                  allocated 30% to the holders of the Class A Units and 70% to the
                  holders
                  of the Class B Units, in each case pro rata in accordance with
                  the number
                  of Units of such class owned by each Member.


              


      

       

      (b) PBT
        for
        purposes of this Agreement shall be allocated for any Post Distribution Period
        Calendar Year to the Members pro rata in accordance with the number of Units
        owned by each Member.

       

      (c) Notwithstanding
        anything in this Agreement to the contrary, in the event that a Member transfers
        any Units (such Member, a “Selling
        Member”),
        then,
        with respect to the calendar year in which such transfer occurred, the Company
        shall allocate PBT to such Selling Member’s transferred Units in accordance with
        Sections 3.5(a) and 3.5(b) above pro rata based on the number of days elapsed
        in
        such calendar year from the first day of such calendar year through the date
        of
        such transfer relative to a 365-day year and pro rata to the transferee based
        on
        the remainder of the number of days in such calendar year subsequent to the
        date
        of transfer.

       

      Section
        3.6 Allocation
        of Profits and Losses; Distributions and PBT to Class C Membership
        Units.

       

      (a) For
        purposes of this Agreement, 100% of the Class C PBT shall be allocated to
        the
        Class C Members as follows: 62.5% to Scott Miller, and upon closing the DMG
        transaction, 37.5% to David Morey. 

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (b) Subject
        to the making of Tax Distributions (as defined in Section 3.4(d), to the
        extent
        permitted by the Act, at the discretion of a majority of the Managers (after
        consultation with the CEO of the Company), the Company shall distribute funds
        of
        the Company to the Class C Members, which distributions shall be made pro
        rata
        in accordance with such Members' Membership Interests, such that the amount
        of
        Class C PBT for each calendar (as determined by the Managers based upon the
        then
        current financial reports of the Company) is distributed to the Class C Members,
        subject to a reasonable allocation by the Managers (after consultation with
        the
        CEO of the Company) for the Company’s operating and capital expenses consistent
        with the Company’s then current operating and capital expenditure budget.
        Distributions described above shall be made on a quarterly basis, generally
        in
        arrears and subject to cash availability. The Managers shall use good faith
        efforts to make such quarterly distributions as soon as practicable following
        the closing of the Company’s books for the applicable calendar quarter, it being
        understood that such distributions, if any, will be made not later than 10
        days
        following the closing of the Company’s books for the applicable calendar
        quarter. The Managers, by majority approval, shall have the right to make
        additional distribution of funds of the Company in such amounts and at such
        times as determined by the Managers.

       

      ARTICLE
        IV

       

      MANAGEMENT

       

      Section
        4.1   Management
        of the Company.

       

      (a) Except
        to
        the extent otherwise provided for herein, the powers of the Company shall
        be
        exercised by and under the authority of, and the business and affairs of
        the
        Company shall be managed under, the direction of the Managers of the Company.
        Notwithstanding the foregoing or any other provisions hereof to the contrary,
        for as long as Zyman and the Management Unitholders own Class B Units
        representing at least 20% of the outstanding Units, the taking of any of
        the
        actions listed in clauses (i) through (xi) below shall require the consent
        of
        holders of a majority of the Class B Units and the consent of the holders
        of a
        majority of Class C Units. 

       

      (i) a
        sale,
        lease or other disposition of all or substantially all of the assets or business
        of the Company, except in connection with (x) a sale, lease or other disposition
        of all or substantially all of the assets or business or stock of MDC or
        MDC
        Partners, including pursuant to merger, consolidation, amalgamation or similar
        transaction, (an “MDC
        Sale”)
        or (y)
        an MDC Financing (as defined in Section 4.1(f) hereof) or the exercise of
        a
        default remedy under any agreement entered into in connection with an MDC
        Financing;

       

      (ii) a
        merger,
        consolidation or amalgamation of the Company or any of its subsidiaries with
        and
        into another Person or of another Person with and into the Company or any
        of its
        subsidiaries;

       

      (iii) the
        authorization or issuance of additional Class A Units, Class B Units, Class
        C
        Units or other equity ownership interests in, or the granting of any other
        rights to participate in the proceeds of the sale of assets of the Company
        which
        are dilutive to the Class B Unitholders; or the incurring of debt for borrowed
        money in excess of the amount provided for in the approved annual operating
        budget or capital expenditure budget, except in connection with borrowings
        under
        the terms and conditions of the MDC Cash Management Program (and in compliance
        with Section 4.1(d) below); provided, that the agreement of MDC and holders
        of a
        majority of the Class B Units or Class C Units shall not be required in
        connection with issuances of Units to employees of the Company and its
        subsidiaries from time to time so long as such issuances represent in the
        aggregate no more than 10% of the fully-diluted Units outstanding; and provided,
        further, that no approval shall be required in connection with issuances
        of
        Units contemplated by this Agreement and the Purchase Agreement;

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (iv) a
        material acquisition by the Company or any of its subsidiaries of the stock,
        assets or business of another Person or any investment by the Company of
        funds
        or other assets in another Person (other than money market investments or
        their
        equivalent); 

       

      (v) except
        as
        permitted under Section 14.4 hereof, an amendment or modification to the
        Certificate or this Agreement; 

       

      (vi) the
        payment by the Company or any of its subsidiaries of any management fee to
        any
        Member or one of such Member’s Affiliates;

       

      (vii) a
        relocation of the Company’s primary offices outside of the Atlanta metropolitan
        area;

       

      (viii) entering
        into any business other than, or any transaction outside of, the normal business
        activities of the Company and any of its subsidiaries and related activities
        other than in connection with a transfer by MDC or any of its Affiliates
        of
        their respective interests in the Company to another wholly-owned subsidiary
        of
        MDC Partners;

       

      (ix) the
        making of any loan to any employee of the Company or any of its subsidiaries
        other than reasonable travel and business expense advances in the ordinary
        course and consistent with past practices exceeding $10,000, in the aggregate,
        at any one time outstanding, other than any loans contemplated by Article
        X
        hereof;

       

      (x) any
        change in the name of the Company; and

       

      (xi) the
        delegation to any Manager or to any committee of the Board of Managers of
        the
        Company or any subsidiary or to any officer of the Company or any subsidiary
        the
        power to take any of the actions referred to in the foregoing clauses before
        obtaining the authorization required by this Section;

       

      provided
        that, notwithstanding anything in the foregoing to the contrary, nothing
        in this
        clause (a) shall require the consent of the holders of the Class B Units
        or
        Class C Units in connection with or related to a purchase of Units by the
        Company or MDC pursuant to Article X hereof (including, without limitation,
        any
        incurrence of indebtedness in connection therewith) or any subsequent sale
        or
        issuance of an equal number of Units, options to purchase an equal number
        of
        Units or other equity-based awards with respect to an equal number of Units
        by
        MDC or the Company to any employee, director or consultant of the
        Company.

       

      (b) As
        long
        as this Agreement is in full force and effect, the Company shall keep on
        file at
        its principal office a copy of this Agreement. The Company shall make such
        copy
        available to any Member during normal business hours and upon reasonable
        advance
        written notice.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (c) As
        long
        as this Agreement is in full force and effect, the Company and the Members
        agree
        that they shall cause any and all subsidiaries of the Company to comply with
        the
        provisions of this Section 4.1 to the extent such provisions are applicable
        to
        such subsidiary.

       

      (d) The
        parties hereto further agree that the operations of the Company and its
        subsidiaries shall be conducted (i) to participate in the overall cash
        management and banking program of MDC Partners as set forth on Schedule
        4.1(d)
        hereto
        (the “MDC
        Cash Management Program”),
        and
        (ii) to comply on a timely basis with the financial reporting and budgeting
        procedures, as well as internal controls over financial reporting, of MDC
        Partners as from time to time in effect, which procedures require the approval
        of an annual operating budget, capital expenditure budget and cash flow
        projections and require management of operating companies to seek approval
        prior
        to material deviations from such budgets. If any Affiliate of MDC Partners
        (other than the Company or any of its subsidiaries) fails to meet its
        obligations under the MDC Cash Management Program, then MDC Partners shall
        satisfy such obligations to the extent that such Affiliate failed to do so.
        

       

      (e) The
        parties hereto further agree that the Company shall hereby adopt, and shall
        take
        appropriate steps to cause the employees of the Company to comply with, the
        Code
        of Conduct of MDC Partners, as the same may be amended from time to
        time.

       

      (f) Notwithstanding
        anything to the contrary contained in this Agreement, in consideration for
        the
        payment of the Purchase Price under Section 2.1 of the Purchase Agreement
        and
        for other good and valuable consideration, the parties hereto hereby (i)
        agree
        that MDC Partners and/or any of its Affiliates, in connection with its or
        any of
        its Affiliates’ current or future credit facilities, debt offerings (including,
        without limitation, senior, subordinated or mezzanine debt issued in a public
        offering or a Regulation S or Rule 144A private placement) or any other debt
        agreements, shall be entitled to: (w) pledge or grant a security interest
        in or
        otherwise have a lien placed upon MDC’s Membership Interests; (x) pledge or
        grant a security interest in or otherwise have a lien placed upon the assets
        and
        properties of the Company and/or its subsidiaries; (y) assign all of its
        rights,
        benefit, title and interest in the Company and distributions therefrom,
        including, without limitation, all rights and claims pursuant to and under
        any
        Put or Call to, or to an agent or representative on behalf of, its bank or
        lender or group of banks or group of lenders or holders of its other senior
        debt
        (as applicable and collectively, the “Lender”);
        and
        (z) have the Company and/or its subsidiaries provide guarantees and such
        other
        ancillary security and related documentation as reasonably required by the
        Lender from time to time (the items in (w), (x), (y) and (z) being collectively
        referred to as an “MDC
        Financing”);
        and
        (ii) consent unconditionally to (x) the granting of all security and the
        execution of all documents required in connection with an MDC Financing and
        the
        enforcement thereof, where applicable, by the Lender; and (y) any transaction
        by
        which the Lender becomes the absolute legal and beneficial owner of any
        Membership Interests which have been pledged or assigned by it. 

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (g) MDC
        Partners shall cause sufficient working capital to be made available to the
        Company as shall be determined by the Board of Managers to be reasonably
        necessary to execute upon its approved annual operating and capital expenditure
        budgets, but in no event shall MDC Partners or any of its Affiliates be required
        to fund losses of the Company or any of its subsidiaries. Such working capital
        shall be provided to the Company on terms consistent with the MDC Cash
        Management Program and accordingly, neither MDC nor any of its Affiliates
        shall
        be required to provide working capital in the event that the consolidated
        cash
        balance of the Company in the MDC Cash Management Program is
        negative.

       

      (h) The
        Company shall comply with all applicable federal, state and local laws and
        the
        Company shall provide reasonable assistance to MDC and its Affiliates in
        their
        compliance with all applicable federal, state and local laws, including without
        limitation, the provisions of the Sarbanes-Oxley Act of 2002, as amended
        from
        time to time. The Company shall use its reasonable best efforts to undertake
        the
        actions recommended in the 404 Report (as defined in the Purchase
        Agreement).

       

      Section
        4.2   Authority
        of Managers.
        Except
        as set forth below, unless specifically authorized by a resolution duly adopted
        by the Managers, no Manager, solely in his capacity as a Manager, shall have
        the
        authority or power to act as agent for or on behalf of the Company or any
        other
        Manager, to do any act which would be binding on the Company or any other
        Manager, to incur any expenditures on behalf of or for the Company, or to
        execute, deliver and perform any agreements, acts, transactions or other
        matters
        on behalf of the Company. 

       

      Section
        4.3   Number
        and Qualifications of Managers.
        As long
        as Zyman owns Class B Units in the Company, there shall be five Managers
        of the
        Company, of which MDC shall be entitled to appoint three (3) Managers and
        Zyman
        shall be entitled to appoint two (2) Managers, one of whom shall be Sergio
        Zyman
        (each Manager appointed by Zyman must be a full-time employee of the Company
        or
        one of its subsidiaries) and, in the event that Sergio Zyman no longer serves
        in
        the capacity as “Founder” of the Company, and for so long as the Management
        Unitholders own at least 5% of the outstanding Units, the Management Unitholders
        shall be entitled to appoint one Manager. No decrease in the number of Managers
        shall have the effect of shortening the term of any incumbent Manager. None
        of
        the Managers need be Members of the Company or residents of the State of
        Delaware. The current designees of MDC are Miles Nadal, Graham Rosenberg,
        and
        Mitchell Gendel. The other Managers shall be Sergio Zyman and Scott Miller.
        Upon
        closing of the proposed DMG acquisition, the Board of Managers shall be
        increased to seven (7) Managers, and David Morey and David Doft (additional
        MDC
        designee) will be added to the Board.

       

      Section
        4.4   Election
        and Term of Service.
        At each
        annual meeting of Members held in accordance with this Agreement, the Members
        may elect Managers to serve until the next succeeding annual meeting. Subject
        to
        Section 4.3, the individuals receiving the greatest number of votes (determined
        by number of Units cast in favor) shall be the Managers. Cumulative voting
        for
        the election of Managers shall not be permitted. Each Manager elected shall
        serve as Manager for the term for which he is elected and until his successor
        shall have been elected by the Members and qualified or until his earlier
        death,
        resignation, retirement, disqualification or removal in accordance with this
        Agreement.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      Section
        4.5   Removal;
        Filling of Vacancies.
        As long
        as Sergio Zyman is the Chief Executive Officer or the Management Unitholders
        own
        at least 5% of the outstanding Units, only MDC can remove and replace its
        appointed Managers and only Zyman or the Management Unitholders, as the case
        may
        be, can remove and replace its or their respective appointed Managers. Following
        such time as SZ ceases to be Chief Executive Officer of the Company and the
        Management Unitholders cease to own at least 5% of the outstanding Units,
        the
        Members by the required vote as set forth in Section 5.5 shall be entitled
        to
        remove any Manager and to elect for the unexpired term of such Manager so
        removed another individual. Upon the resignation, retirement or death of
        any of
        the Managers of the Company, subject to Section 4.3, the Members by the required
        vote as set forth in Section 5.5, shall be entitled to elect another Person
        for
        the unexpired term of such Manager.

       

      Section
        4.6   Place
        of Meetings.
        Meetings of the Managers, annual, regular or special, may be held either
        in
        Atlanta, Georgia or Toronto, Ontario, unless otherwise agreed to by the Managers
        (including, for as long as Sergio Zyman is the Chief Executive Officer of
        the
        Company, at least one Manager appointed by MDC and one Manager appointed
        by
        Zyman).

       

      Section
        4.7   Annual
        Meetings.
        Annual
        meetings of the Managers, of which no notice shall be required, shall be
        held at
        the discretion of the Managers immediately following the annual meeting of
        Members for the purpose of designating officers of the Company and the
        transaction of any other business. 

       

      Section
        4.8   Regular
        Meetings.
        The
        Managers shall notify each of the Members of regular meetings of the Managers,
        which meetings shall be held no less frequently than quarterly on the last
        business day of each fiscal quarter or at such times and places as may be
        fixed
        from time to time by resolution adopted by the Managers. Except as otherwise
        provided by statute, any and all business may be transacted at any regular
        meeting. The Managers shall be given reasonable notice of the date, time
        and
        place of any scheduled regular meeting. 

       

      Section
        4.9   Special
        Meetings.
        Special
        meetings of the Managers may be called by any Manager on not less than
        forty-eight hours’ notice to each Manager, either personally or by mail
        (overnight service), email, telephone, facsimile or similar communication.
        Only
        business within the purpose or purposes described in the notice of special
        meeting of Managers may be conducted at the meeting.

       

      Section
        4.10   Quorum
        of and Action by Managers.
        At all
        meetings of the Managers the presence of a majority of the number of Managers
        fixed by or in the manner provided by this Agreement shall be necessary and
        sufficient to constitute a quorum for the transaction of business. Unless
        otherwise specifically required by law or this Agreement, the act of a majority
        of Managers present at a meeting at which a quorum is present shall be the
        act
        of the Managers; provided that such majority includes the affirmative vote
        of
        one MDC Manager. If a quorum shall not be present at any meeting of the
        Managers, the Managers present may adjourn the meeting to another time by
        giving
        reasonable notice of the date, time and place of the adjourned meeting to
        all
        Managers. At any such adjourned meeting at which a quorum is present, any
        business may be transacted that might have been transacted at the meeting
        as
        originally convened.

       

      
        
          
          

        

        
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      Section
        4.11   Approval
        or Ratification of Acts or Contracts by Members.
        The
        Managers, in their discretion, may submit any act or contract for approval
        or
        certification at any annual meeting of the Members, or at any special meeting
        of
        the Members called for the purpose of considering any such act or contract,
        and
        subject to the provisions of Section 4.1(a), any act or contract that shall
        be
        approved or ratified by the holders of a majority of the Units entitled to
        vote
        thereon or such greater percentage as may be provided by any other applicable
        provision of this Agreement shall be as valid and binding upon the Company
        and
        upon all the Members as if it shall have been approved or ratified by every
        Member of the Company.

       

      Section
        4.12   Action
        Without a Meeting.
        Subject
        to Section 4.1(a), any action required or permitted to be taken at any meeting
        of the Managers may be taken without a meeting, with prior notice of such
        contemplated action to each of the Managers (with no requirement to provide
        copies to any additional persons described in Section 14.1 or otherwise),
        and
        without a vote, if a consent or consents in writing, setting forth the action
        so
        taken, shall be signed by the minimum number of Managers that would have
        been
        required to approve such action at a meeting and the writing or writings
        are
        filed with the minutes of proceedings of the Managers. A telegram, telex,
        cablegram, an email or similar transmission by a Manager, or a photographic,
        photostatic, facsimile or similar reproduction of a writing signed by a Manager,
        shall be regarded as signed by the Manager for purposes of this Section
        4.12.

       

      Section
        4.13   Telephone
        Meetings.
        Any
        Manager may participate in any meeting of Managers by using conference telephone
        or similar communications equipment by means of which all individuals
        participating in the meeting can hear each other, and participation in a
        meeting
        pursuant to this Section shall constitute presence in person at such
        meeting.

       

      Section
        4.14   Interested
        Managers and Officers.
        No
        contract or transaction between the Company and one or more of its Managers
        or
        between the Company and any other Person in which one or more of its Members,
        Managers or officers are shareholders, partners, members, directors, managers
        or
        officers, or have a financial or equity interest, shall be void or voidable
        solely for this reason, or solely because the Manager is present at or
        participates in the meeting of the Managers which authorizes the contract
        or
        transaction, or solely because his or their votes are counted for such purpose,
        if: (i) all material facts as to the relationship or interest and as to the
        contract or transaction are disclosed or are known to the Managers, and the
        Managers in good faith authorize the contract or transaction by the affirmative
        vote of a majority of the disinterested Managers, even though the disinterested
        Managers be less than a quorum; (ii) the material facts as to the relationship
        or interest and as to the contract or transaction are disclosed or are known
        to
        the Members entitled to vote thereon, and the contract or transaction is
        specifically approved in good faith by vote of a majority of the disinterested
        holders of Units entitled to vote thereon or such greater percentage as may
        be
        provided by any other applicable provision of this Agreement; or (iii) the
        contract or transaction is fair as to the Company as of the time it is
        authorized, approved or ratified by the Managers or the Members. 

       

      Section
        4.15   Manager’s
        Compensation.
        No
        Manager shall be entitled to receive any compensation for attendance at meetings
        of the Managers or otherwise serving as a Manager. Nothing in this Agreement
        shall be construed to preclude any Manager from serving the Company in any
        other
        capacity and receiving proper compensation therefor.

       

      
        
          
          

        

        
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      Section
        4.16   Time
        Devoted to Company.
        The
        Managers shall devote such time to Company business as they deem necessary
        to
        manage and supervise the business and affairs of the Company in an efficient
        manner; but nothing in this Agreement shall preclude the employment of any
        agent, third party or Affiliate to manage or provide other services with
        respect
        to the Company’s assets or business as the Managers shall
        determine.

       

      Section
        4.17   Liability
        of Managers.
        Except
        as expressly provided under the Act, no Manager shall be liable for the debts,
        liabilities, contracts or other obligations of the Company; provided, however,
        that each Manager shall be liable for any debts, liabilities, contracts or
        other
        obligations of the Company incurred or agreed to by such Manager without
        authorization and in violation of Section 4.2 of this Agreement.

       

      Section
        4.18   2008
        Budget.
        During
        calendar year 2008, the Company shall operate in accordance with the budget
        attached hereto as Exhibit 4.18.

       

      ARTICLE
        V

       

      MEETINGS
        OF MEMBERS

       

      Section
        5.1   Annual
        Meetings.
        An
        annual meeting of the Members shall be held on such date, at such time and
        at
        such place as shall be determined by the Managers and stated in the notice
        of
        the meeting. At such meeting, the Members shall elect the Managers (subject
        to
        Section 4.3 above) and transact such other business as may properly be brought
        before the meeting.

       

      Section
        5.2   Special
        Meetings.
        Special
        meetings of the Members, for any purpose or purposes, unless otherwise
        prescribed by statute, the Certificate or this Agreement, may be called by
        holders of at least a majority of any class of Units. Only business within
        the
        purpose or purposes described in the notice of special meeting of Members
        may be
        conducted at the meeting.

       

      Section
        5.3   Place
        of Meetings.
        Meetings of Members shall be held at such places, within or without the State
        of
        Delaware, as may from time to time be fixed by the Managers or as shall be
        specified or fixed in the respective notices or waivers of notice thereof;
        provided, however, the Members agree that such meetings of Members shall
        be held
        in Atlanta or Toronto, unless otherwise agreed upon by the Members.

       

      Section
        5.4   Notice
        of Meetings.
        Written
        or printed notice (which may be given by email) stating the place, day and
        hour
        of each meeting of the Members and, in case of a special meeting, the purpose
        or
        purposes for which the meeting is called, shall be delivered not less than
        five
        nor more than fifty days before the date of the meeting, either personally,
        by
        mail or by email, by or at the direction of any Manager or individual calling
        the meeting, to each Member entitled to vote at the meeting; provided, however,
        that notice of any meeting shall not be required if all Members not receiving
        notice waive any and all requirements for giving notice of such meeting of
        the
        Members.

       

      
        
          
          

        

        
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      Section
        5.5   Quorum
        of and Action by Members.
        With
        respect to any matter, the holders of at least a majority of the Units entitled
        to vote on that matter, present in person or represented by proxy shall
        constitute a quorum of each meeting of Members for the transaction of business
        with respect to that matter. Unless otherwise provided in this Agreement,
        the
        Members represented in person or by proxy at a meeting of Members at which
        a
        quorum is not present may adjourn the meeting until such time and place as
        may
        be determined by a vote of the holders of a majority of the Units represented
        in
        person or by proxy at that meeting. At any such adjourned meeting at which
        a
        quorum shall be present or represented, any business may be transacted that
        might have been transacted at the meeting as originally convened. Except
        as
        otherwise specifically provided in this Agreement (including without limitation,
        the provisions of Section 4.1(a) hereof) or under applicable law, with respect
        to any matter the affirmative vote or consent of the holders of a majority
        of
        the Units (voting together as one class) entitled to vote on that matter
        and
        represented in person or by proxy at a meeting of Members at which a quorum
        is
        present shall be the act of the Members. Unless otherwise provided in this
        Agreement, once a quorum is present at a meeting of Members, the Members
        represented in person or by proxy may conduct such business as may be properly
        brought before the meeting until it is adjourned, and the subsequent withdrawal
        from the meeting of any Member or the refusal of any Member represented in
        person or by proxy to vote shall not affect the presence of a quorum at the
        meeting.

       

      Section
        5.6   Action
        Without a Meeting.
        Any
        action required by the Act to be taken at any annual or special meeting of
        Members, or any action which may be taken at any annual or special meeting
        of
        Members, may be taken without a meeting, with prior notice of such contemplated
        action to each of the Members thereof (with no requirement to provide copies
        to
        any additional persons described in Section 14.1 or otherwise), and subject
        to
        Section 4.1(a), without a vote, if a consent or consents in writing, setting
        forth the action so taken, shall be signed by the Members holding a majority
        of
        all of the Units (or if a higher percentage of Units is required to take
        action,
        such higher percentage). A telegram, telex, cablegram, an email or similar
        transmission by a Member, or a photographic, photostatic, facsimile or similar
        reproduction of a writing signed by a Member, shall be regarded as signed
        by the
        Member for purposes of this Section 5.6.

       

      Section
        5.7   Telephone
        Meetings.
        Subject
        to the provisions of applicable law and this Agreement regarding notice of
        meetings, a Member may participate in any meeting by using conference telephone
        or similar communications equipment by means of which all individuals
        participating in the meeting can hear each other, and participation in a
        meeting
        pursuant to this Section 5.7 shall constitute presence in person at such
        meeting, except when a Person participates in the meeting for the express
        purpose of objecting to the transaction of any business on the ground that
        the
        meeting was not lawfully called or convened.

       

      ARTICLE
        VI

       

      OFFICERS

       

      Section
        6.1   Officers.
        The
        Managers may designate one or more individuals (who may or may not be Managers)
        to serve as officers of the Company. The Company shall have such officers
        as the
        Managers may from time to time determine. Any two or more offices may be
        held by
        the same individual. An officer of the Company shall have the duties and
        responsibilities consistent with his position and shall perform such duties
        and
        responsibilities as shall from time to time be prescribed or delegated to
        him by
        the Managers, subject to the terms of any employment agreement with the Company
        or one of its subsidiaries to which such officer may be a party. The Managers
        agree that the officers shall be authorized to take the actions set forth
        on
Exhibit
        6.1
        hereto
        without further approval of the Managers.

       

      
        
          
          

        

        
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    ARTICLE
      VII

     

    ACCOUNTING
      AND TAX MATTERS; REPORTS; BANKING

     

    Section
      7.1   Books
      and Records.
      At all
      times during the continuance of the Company, the Company shall maintain and
      cause each of its subsidiaries, if any, to maintain, at their respective
      principal place of business, separate books of account that shall show a true
      and accurate record of all costs and expenses incurred, all charges made, all
      credits made and received and all income derived in connection with the
      operation of their respective businesses in accordance with United States
      generally accepted accounting principles, consistently applied from year to
      year
      (“GAAP”).
      Such
      books of account, together with a copy of this Agreement and of the Certificate,
      shall at all times be maintained at the principal place of business of the
      Company, shall be open to inspection and examination at reasonable times by
      each
      Member and its duly authorized representative for any purpose reasonably related
      to such Member’s interest as a Member of the Company.

     

    Section
      7.2   Capital
      Accounts.
      Each
      Member’s initial individual capital account (the “Capital
      Account”)
      shall
      be as set forth on Schedule 3.1 and adjusted pursuant to Section 3.1. Each
      Capital Account shall be maintained by the Company for each Member as provided
      below: 

     

    (a) Each
      Member’s Capital Contributions when made shall be credited to such Member’s
      Capital Account. The Capital Account of each Member shall, except as otherwise
      provided in this Agreement, be (i) credited with the amount of cash and the
      fair
      market value of any property contributed to the Company by such Member or its
      predecessor in interest (net of liabilities secured by such contributed property
      that the Company is considered to assume or take subject to under Section 752
      of
      the Code), (ii) credited with the amount of any Profits or items of income
      allocated to such member under Section 3.3 or its predecessor in interest for
      federal income tax purposes, (iii) debited by the amount of any Loss or items
      of
      deductions allocated to such member under Section 3.3 or its predecessor in
      interest for federal income tax purposes, and (iv) debited by the amount of
      cash
      or the fair market value of any property distributed to such Member its
      predecessor in interest (net of liabilities secured by such distributed property
      that such Member is considered to assume or take subject to under Section 752
      of
      the Code). Immediately prior to any distribution of property by the Company,
      the
      Members’ Capital Accounts shall be adjusted, as required by Treasury Regulation
      Section 1.704-1(b)(2).

     

    (b) Any
      adjustments of basis of Company property provided for under Sections 734 and
      743
      of the Code and comparable provisions of state law (resulting from an election
      under Section 754 of the Code or comparable provisions of state law) shall
      not
      affect the Capital Accounts of the Members except to the extent required by
      Treasury Regulation § 1.704-1(b)(2)(iv)(m), and the Members’ Capital Accounts
      shall be debited or credited pursuant to the terms of this Section 7.2 as if
      no
      such election had been made.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (c) It
      is the
      intention of the parties that the Capital Account of each Member be kept in
      the
      manner required under Treasury Regulation § 1.704-1(b)(2)(iv).

     

    (d) Capital
      Accounts shall be adjusted, in a manner consistent with this Section 7.2, to
      reflect any adjustments in items of Company Profits, Losses, income, gain or
      deduction that result from amended returns filed by the Company or pursuant
      to
      an agreement by the Company with the Internal Revenue Service or a final court
      decision.

     

    (e) The
      “Unit
      Capital Account”
of
      any
      Unit owned by a Member shall be equal to the Capital Account of such Member
      divided by the number of Units owned by such Member. Upon a transfer of Class
      B
      Units pursuant to Article X hereof, an allocable portion of the Class B Member’s
      Capital Account with respect to such Class B Units shall be transferred to
      the
      purchaser of such Units. 

     

    Section
      7.3   Tax
      Matters Partner.
      The
      Managers shall appoint one of the Members as the tax matters partner
      (“TMP”)
      under
      Section 6231 of the Code, and until the Managers shall appoint another Member,
      such TMP shall be MDC. The TMP shall inform each other Member of all significant
      tax matters that may come to its attention (including, without limitation,
      any
      tax audits of the Company) and shall forward to each other Member copies of
      all
      written communications it may receive in that capacity. The TMP will permit
      each
      Member to participate in any conferences or meetings with any taxing authority
      relating to any tax audit of the Company and any subsequent administrative
      or
      judicial proceedings. Nothing in this Section 7.3 shall limit the ability of
      any
      Member to take any action in its individual capacity with respect to tax audit
      matters that is left to the determination of an individual Member under Sections
      6221 through 6233 of the Code or under any similar state or local provision.
      The
      TMP shall be entitled to the indemnification provided by the Company as set
      forth in Article XI.

     

    Section
      7.4   Tax
      Elections.
      The TMP
      shall make the following elections on behalf of the Company: 

     

    (a) To
      elect
      the fiscal year ending December 31 as the Company’s fiscal year; 

     

    (b) To
      elect
      the accrual method of accounting and partnership tax treatment; 

     

    (c) To
      elect,
      in accordance with Sections 195 and 709 of the Code and applicable Treasury
      Regulations and comparable state law provisions, to treat all organization
      costs
      of the Company as deferred expenses amortizable over 180 months; 

     

    (d) To
      elect
      under Section 754 of the Code to adjust the basis of the Company’s assets
      pursuant to Sections 734 and 743 of the Code; and

     

    (e) To
      elect
      with respect to such other federal, state and local tax matters as the Managers
      shall determine from time to time. 

     

    
      
        
        

      

      
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    Section
      7.5   Bank
      Accounts; Investment of Company Funds.
      The
      Managers shall cause one or more accounts to be maintained in the name of the
      Company in one or more banks, which accounts shall be used for the payment
      of
      expenditures incurred in connection with the business of the Company and in
      which shall be deposited any and all receipts of the Company. All amounts shall
      be and remain the property of the Company and shall be received, held and
      disbursed for the purposes specified in this Agreement. There shall not be
      deposited in any of such accounts any funds other than funds belonging to the
      Company, and no other funds shall in any way be commingled with such funds.
      The
      Managers may invest or cause to be invested the Company funds in any manner
      which the Managers deem appropriate, in their discretion, and is consistent
      with
      prudent business practices. Notwithstanding anything in this Section 7.5 to
      the
      contrary, the Company and/or its subsidiaries shall maintain such accounts
      and
      deposit the funds of the Company and its subsidiaries in such manner as may
      be
      required or advisable in connection with (i) the MDC Cash Management Program
      during the Company’s participation in the program or (ii) an MDC
      Financing.

     

    Section
      7.6   Signature
      of Negotiable Instruments.
      All
      bills, notes, checks or other instruments for the payment of money shall be
      signed or countersigned by such officer, officers, agent or agents, and in
      such
      manner, as are permitted by this Agreement and as from time to time may be
      prescribed by resolution (whether general or special) of the
      Managers.

     

    ARTICLE
      VIII

     

    COVENANTS
      OF THE MEMBERS

     

    Section
      8.1   Independent
      Accountants.
      Notwithstanding anything to the contrary in this Agreement, MDC shall be
      entitled to appoint the independent public accountants of the Company to audit
      the Company’s financial statements.

     

    ARTICLE
      IX

     

    DISSOLUTION,
      LIQUIDATION AND TERMINATION

     

    Section
      9.1   Dissolution.
      The
      Company shall be dissolved upon the first to occur of either of the approval
      of
      the Members or the entry of a decree of judicial dissolution under the Act.
      As
      promptly as possible following the occurrence of either of the foregoing events
      effecting the dissolution of the Company, a Manager of the Company shall execute
      a statement of intent to dissolve, in such form as shall be prescribed by the
      Secretary of State of Delaware.

     

    Section
      9.2   Liquidation.
      Upon
      dissolution of the Company, the Members shall appoint a Manager as liquidating
      trustee, who shall immediately commence to wind up the Company’s affairs;
      provided, however, that a reasonable time shall be allowed for the orderly
      liquidation of the assets of the Company and the satisfaction of liabilities
      to
      creditors so as to enable the Members to minimize the normal losses attendant
      upon a liquidation. Any distribution to the Members in liquidation of the
      Company shall be made by the later of the end of the taxable year in which
      the
      liquidation occurs or 90 days after the date of such liquidation.
      Notwithstanding any provisions in this Agreement to the contrary, no Member
      shall be obligated to restore a deficit balance in its Capital Account at any
      time. The proceeds of liquidation shall be distributed, as realized, in the
      manner provided in the Act, pursuant to Section 3.4. Subject to the immediately
      following sentence, the Members shall continue to share Profits and Losses
      during liquidation in the same proportions, as specified in Section 3.3 hereof,
      as before liquidation. Notwithstanding anything to the contrary herein, the
      Managers shall in their good faith discretion (and in a manner which reflects
      the economic interests of the Members consistent with the intent of the
      transactions set forth in this Agreement and the Purchase Agreement) allocate
      items of income, gain, deduction, and loss for the year of liquidation (and
      for
      earlier years if necessary to the extent then possible) so as to give Members
      positive Capital Account balances, immediately before the distributions provided
      for in the second preceding sentence, equal to the amount (if any) that would
      be
      distributed to Members if distributions were made in accordance with Section
      3.4(a) hereof. In the event that such Manager is unable to perform in his
      capacity as liquidating trustee due to bankruptcy, dissolution, death,
      adjudicated incompetency or any other termination of such Manager as an entity,
      the liquidating trustee shall be a Person approved by the unanimous vote of
      the
      Membership Interests. With respect to this provision, the term “liquidation”
shall have the same meaning as set forth in Treasury Regulation
§1.704-1(b)(2)(ii) as in effect at such time, provided that the events specified
      in Section 10 shall not be deemed a “liquidation”.

     

    
      
        
        

      

      
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    Section
      9.3   Termination.
      The
      Company shall terminate when all of the assets of the Company have been
      distributed in the manner provided for in this Article IX, and the Certificate
      shall have been canceled in the manner required by the Act.

     

    Section
      9.4   Claims
      of the Members.
      Members
      and former Members shall look solely to the Company’s assets for the return of
      their Capital Contributions, and if the assets of the Company remaining after
      payment of or due provision for all debts, liabilities and obligations of the
      Company are insufficient to return such Capital Contributions, the Members
      and
      former Members shall have no recourse against the Company or any other
      Member.

     

    ARTICLE
      X

     

    RESTRICTIONS
      ON TRANSFERS; LIQUIDITY RIGHTS

     

    Section
      10.1   Transfer
      by the Members.
      

     

    (a) Except
      as
      provided in the next sentence, no holder of Class B Units shall directly or
      indirectly sell, transfer, assign, pledge, encumber, hypothecate, distribute,
      dividend or similarly dispose of, either voluntarily or involuntarily, or enter
      into any contract, option or other arrangement or understanding with respect
      to
      the sale, transfer, assignment, pledge, encumbrance, hypothecation,
      distribution, dividend or similar disposition of (collectively, “transfer”)
      any
      Class B Unit without the consent of MDC (which shall not be unreasonably
      withheld in connection with a transfer to any trust for the benefit of a holder
      of Class B Units or his or her immediate family for estate planning purposes),
      except in a transaction pursuant to this Article X. Class A Units and any Class
      B units held by MDC or its transferees shall be freely transferable, directly
      or
      indirectly, without restriction.

     

    (b) Notwithstanding
      anything in the foregoing to the contrary, a Management Unitholder may offer
      to
      sell any or all of its Class B Units (for purposes of this Section 10.1, the
      “Subject
      Units”)
      to the
      following Persons in accordance with the following procedures:

     

    
      
        
        

      

      
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    (i) such
      Management Unitholder shall first offer to sell such Subject Units to the
      Company and the Company shall have the exclusive right to purchase such Subject
      Units for a period of 30 days following the later of (x) the receipt of the
      notice referred to in Section 10.1(c) and (y) the day that is six months and
      one
      day after such Subject Units were acquired by the Management Unitholder;
      and

     

    (ii) in
      the
      event that not all of the Subject Units are purchased pursuant to clause (i)
      above by the end of the period specified therein, such Management Unitholder
      shall offer to sell such unsold Subject Units to MDC and MDC shall have the
      exclusive right to purchase such Subject Units for a period of 30 days following
      the termination of the period set forth in clause (i) above. For purposes of
      this Section 10.1, the Persons described in clauses (i) and (ii) are known
      collectively as the “Purchasers”.
      

     

    (c) In
      order
      for a Management Unitholder to exercise its right to sell its Class B Units
      pursuant to Section 10.1(b), such Management Unitholder shall deliver a written
      notice to the Company of its intention to sell its Units pursuant to this
      Section 10.1, which notice shall set forth the number of Subject Units being
      offered for sale and the FMV (as defined in Section 10.10) per Unit (which
      may
      be the most recent determination made by the Board of Managers). Each Purchaser
      may exercise its rights under this Section 10.1 by delivering a written notice
      to the selling Management Unitholder. The purchase and sale of the Units upon
      the exercise of an offer to sell pursuant to Section 10.1(b) shall be made
      in
      accordance with the applicable provisions of Section 10.10.

     

    Section
      10.2   Special
      Unit Call; Special Unit Put; Eight Year Call.

     

    (a) Subject
      to Section 10.2(d), at any time during the period commencing on the fifth
      anniversary of the Effective Time in the case of the Management Unitholders,
      and
      the third anniversary of the Effective Time in the case of Zyman, and ending,
      solely in the case of the Management Unitholders, on the day prior to the eighth
      anniversary of the Effective time (such period being referred to herein as
      the
“Special
      Unit Call Period”)
      (it
      being understood that with respect to Zyman, the right of MDC to call the
      Special Zyman Units shall continue indefinitely), MDC shall have the right
      (but
      not the obligation), exercisable no more than once in any twelve-month period
      (but which may be exercised for all or a portion of such Units upon each such
      exercise) with respect to each of Zyman and each Management Unitholder, to
      require Zyman and each Management Unitholder to sell to it (such right, the
      "Call"),
      in the
      case of Zyman, up to an aggregate of 2,750,000 Units (such number of Units,
      the
"Special
      Zyman Units")
      from
      time to time, and in the case of each Management Unitholder, up to an aggregate
      of such Management Unitholder's Pro Rata Portion (as defined in Section 13.1)
      of
      3,250,000 Units during the Special Unit Call Period (such Call, the "Special
      Unit Call");
      provided that MDC shall not be entitled to Call any Units from a Member until
      the day that is six months and one day after the date on which such Units were
      acquired by such Member. The purchase and sale of Units upon the exercise of
      a
      Special Unit Call shall be made in accordance with the applicable provisions
      set
      forth in Section 10.10. Any Call Exercise Notice delivered pursuant to this
      section or any other relevant section of this Article X shall set forth the
      number of Units subject to the Call. The Special Zyman Units subject to the
      Special Unit Call at any time shall be reduced by any Special Zyman Units
      purchased by MDC pursuant to Section 10.2(b).

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    


    (b) Subject
      to Section 10.2(d), at any time on or after April 1, 2008, and so long as,
      prior
      to such date, the engagement of Sergio Zyman & Company (“Servicer”)
      pursuant to that certain Personal Service Agreement dated April 1, 2007 (as
      amended from time to time, the “PSA”)
      has
      not been terminated under any of the circumstances described in Section 10.4(a)
      (it being understood that the right of Zyman to put the Special Zyman Units
      described herein shall continue indefinitely; provided that, if Servicer’s
      engagement pursuant to the PSA is terminated as described in Section 10.4(a),
      Zyman's rights under this Section 10.2(b) shall automatically terminate), Zyman
      shall have the right (but not the obligation), exercisable not more than once
      in
      any twelve-month period (but, which may be exercised for all or a portion of
      such Units upon each such exercise), to require MDC to purchase from it (such
      right, the "Put"
      (which
      term shall apply to any similar right held by Zyman or a Management Unitholder
      under this Article X)), the Special Zyman Units (such Put, the "Special
      Unit Put");
      provided that Zyman shall not be entitled to Put any Units until the day that
      is
      six months and one day after the date on which such Units were acquired by
      Zyman; and provided further, not more than one-half of the Special Zyman Units
      may be put by Zyman by delivery of a Put Exercise Notice issued prior to
      April 1, 2009. Subject to the foregoing, Zyman may exercise the Special
      Unit Put by delivering written notice of exercise ( a "Put
      Exercise Notice"
      (which
      term shall apply to any notice of exercise of a Put pursuant to this Article
      X)
      and together with a Call Exercise Notice, an "Exercise
      Notice")
      to MDC
      on or after April 1, 2008. The purchase and sale of the Special Zyman Units
      upon the exercise of a Special Unit Put shall be made in accordance with the
      applicable provisions set forth in Section 10.10. Any Put Exercise Notice
      delivered pursuant to this section or any other relevant section of this Article
      X shall set forth the number of Special Zyman Units subject to the Put. The
      Special Zyman Units subject to the Special Unit Put at any time shall be reduced
      by any Special Zyman Units purchased by MDC pursuant to Section
      10.2(a).

     

    (c) At
      any
      time on or after the eighth anniversary of the Effective Time (the “Eighth
      Anniversary Call Period”),
      MDC
      shall have the right (but not the obligation) to Call any and all Units then
      owned by Zyman (such right, the “Eight
      Year Call”);
      provided that MDC shall not be entitled to Call any Units from Zyman until
      the
      day that is six months and one day after the date on which such Units were
      acquired by Zyman. MDC may exercise the Eight Year Call by delivering a Call
      Exercise Notice to Zyman during the Eighth Anniversary Call Period. The purchase
      and sale of the Units upon the exercise of a Call shall be made in accordance
      with the applicable provisions set forth in Section 10.10. 

     

    (d) Notwithstanding
      the foregoing, if the Revenues for the twelve months ending on the date of
      an
      Exercise Notice (such date, the “Exercise
      Date”)
      are
      less than the average Revenues for the two consecutive twelve month periods
      immediately preceding the month of the Exercise Date, then neither MDC nor
      Zyman
      may exercise the Special Unit Call or the Special Unit Put, as applicable,
      in
      such year.

     

    Section
      10.3   Put
      and Call of Zyman Units upon Involuntary Termination of Servicer’s Engagement
      Pursuant to the PSA.

     

    (a) 
      Notwithstanding the Put and Call Periods described in Section 10.2(a) and
      Section 10.2(b) above, in the event that during the period commencing on the
      date hereof and ending on the eighth anniversary of the Effective Time (such
      period, the “Zyman
      Involuntary Termination Period”)
      Servicer shall no longer be engaged under the PSA by reason of SZ’s death,
      Disability (as defined in the PSA), a termination of Servicer under the PSA
      by
      the Company without Cause, or a termination by Servicer for Good Reason under
      the PSA, then 

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (i) Zyman
      shall be entitled to Put all or a portion of its Units to the Company (the
      “Zyman
      Termination Put”)
      pursuant to and in accordance with the applicable provisions of Section 10.10;
      provided, that Zyman shall not be entitled to Put any Units that it has held
      for
      a period of six months or less. Zyman may exercise the Zyman Termination Put
      by
      delivering a Put Exercise Notice to the Company anytime during the Zyman
      Involuntary Termination Period. The Company shall be entitled to assign its
      obligation to purchase all or a portion of such Units Put by Zyman to MDC;
      and


     

    (ii) the
      Company shall be entitled to Call (the “Company Termination
      Call”)
      all or
      a portion of Zyman’s Units pursuant to and in accordance with the applicable
      provisions of Section 10.10 and, to the extent that the Company has not
      exercised the Company Termination Call, MDC shall be entitled to Call any
      remaining Units; provided, that neither the Company nor MDC shall be entitled
      to
      Call any Units which have not been held by Zyman for at least six months. Each
      of the Company and MDC may exercise the Company Termination Call by delivering
      a
      Call Exercise Notice to Zyman anytime during the Zyman Involuntary Termination
      Period.

     

    (b) Any
      Units
      which have not been purchased pursuant to this Section 10.3 during the Zyman
      Involuntary Termination Period shall become subject to the Eight Year
      Call.

     

    Section
      10.4   Call
      for Zyman Units upon Servicer Resignation Prior to Third anniversary of
      Effective Time; Termination for Cause.

     

    (a) Notwithstanding
      the Call Periods described in Section 10.2(a) above, in the event that Servicer
      voluntarily terminates its engagement with the Company pursuant to the PSA
      at
      any time prior to the third anniversary of the Effective Time (other than for
      Good Reason) or in the event that Servicer’s engagement is terminated by the
      Company for Cause pursuant to the PSA at any time, then the Company shall have
      the right to Call all or a portion of Zyman’s Units pursuant to and in
      accordance with the applicable provisions of Section 10.10 and, to the extent
      that the Company has not exercised the Call, MDC shall be entitled to Call
      any
      remaining Units; provided that neither the Company nor MDC shall be entitled
      to
      Call any Units which Zyman has not held for a period of at least six months.
      Each of the Company and MDC may exercise the Call by delivering a Call Exercise
      Notice to Zyman. Upon the occurrence of a termination of Servicer’s engagement
      pursuant the PSA described in this Section 10.4, Zyman shall no longer be
      entitled to exercise the Special Unit Put. 

     

    (b) Any
      Units
      which have not been purchased pursuant to this Section 10.4 on or before the
      eighth anniversary of the Effective Time shall become subject to the Eight
      Year
      Call.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Section
      10.5   Call
      for Zyman Units upon Servicer Resignation On or Following the Third Anniversary
      of Effective Time and Prior to the Eighth Anniversary of the Effective
      Time.

     

    (a) Notwithstanding
      the Call Periods described in Section 10.2(a) above, in the event that Servicer
      voluntarily terminates its engagement with the Company pursuant to the PSA
      at
      any time on or following the third anniversary of the Effective Time and prior
      to the eighth anniversary of the Effective Time (including, without limitation,
      if Servicer gives written notice of his intention not to renew the term of
      Servicer’s engagement pursuant to the terms of the PSA), then the Company shall
      have the right to Call all or a portion of Zyman’s Units pursuant to and in
      accordance with the applicable provisions of Section 10.10 and, to the extent
      that the Company has not exercised the Call, MDC shall be entitled to Call
      any
      remaining Units; provided that neither the Company nor MDC shall be entitled
      to
      Call any Units which Zyman has not held for a period of at least six months.
      Each of the Company and MDC may exercise the Call by delivering a Call Exercise
      Notice to Zyman.

     

    (b) Any
      Units
      which have not been purchased pursuant to this Section 10.5 on or before the
      eighth anniversary of the Effective Time shall become subject to the Eight
      Year
      Call.

     

    Section
      10.6   Put
      and Call for Management Unitholders’ Units upon Termination of
      Employment.
      In the
      event that a Management Unitholder shall no longer be an employee of the Company
      or any of its subsidiaries by reason of such Management Unitholder’s death,
      Disability, a termination by the Company without Cause or a termination by
      such
      Management Unitholder for Good Reason, then: 

     

    (a)
      such
      Management Unitholder shall be entitled to Put any such Units to the Company
      at
      a price per Unit equal to the FMV by delivering a Put Exercise Notice to the
      Company (“Manager
      Termination Put”);
      provided that such Management Unitholder shall not be entitled to Put any Units
      which have not been held by such Management Unitholder for a period of at least
      six months. The Company shall be entitled to assign its obligation to purchase
      all or a portion of such Units to MDC; and 

     

    (b)
      the
      Company shall be entitled to Call (the “Manager
      Termination Call”)
      all or
      a portion of such Management Unitholder’s Units pursuant to and in accordance
      with the applicable provisions of Section 10.10 and, to the extent that the
      Company has not exercised the Manager Termination Call, MDC shall be entitled
      to
      Call any remaining Units; provided that neither the Company nor MDC shall be
      entitled to Call any Units which have not been held by such Management
      Unitholder for a period of at least six months. Each of the Company and MDC
      may
      exercise the Manager Termination Call by delivering a Call Exercise Notice
      to
      the Management Unitholder.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    Section
      10.7   Call
      for Management Unitholders’ Units Upon Resignation of a Management Member;
      Termination for Cause.
      Notwithstanding the Call Periods described in Section 10.2(a) above, in the
      event that a Management Unitholder voluntarily terminates his employment with
      the Company (other than a termination for Good Reason) or in the event that
      such
      Management Unitholder’s employment is terminated by the Company for Cause at any
      time, then the Company shall have the right to Call any or all of such
      Management Unitholder’s Units pursuant to and in accordance with the applicable
      provisions of Section 10.10 and, to the extent that the Company has not
      exercised the Call, MDC shall be entitled to Call any remaining Units; provided
      that neither the Company nor MDC shall be entitled to Call any Units which
      have
      not been held by such Management Unitholder for a period of at least six months.
      Each of the Company and MDC may exercise the Call by delivering a Call Exercise
      Notice to the Management Unitholder.

     

    Section
      10.8   Sale
      of Units by Zyman to the Company.

     

    (a) The
      Company has established the restricted Unit purchase plan set forth as Exhibit
      10.8 (the “Plan”),
      pursuant to which it will offer to sell up to 4,379,374 Units to employees
      of
      the Company, from time to time. Such Units shall be offered for sale to such
      employees designated by the Chief Executive Officer of the Company and approved
      by MDC from time to time (the “Employee
      Offerees”),
      in
      accordance with the following schedule: 

     

    (i) 2,360,000
      Units will be offered to the Employee Offerees on or as soon as reasonably
      practicable after the Closing Date (as defined in the Purchase Agreement) for
      a
      period of 60 days; 

     

    (ii) 1,000,000
      Units plus any Units not sold pursuant to clause (i) above will be offered
      to
      the Employee Offerees on or before the first anniversary of the Closing Date
      for
      a period of 60 days;

     

    (iii) 1,000,000
      Units plus any Units not sold pursuant to clauses (i) and (ii) above will be
      offered to the Employee Offerees on or before the second anniversary of the
      Closing Date for a period of 60 days; and

     

    (iv) any
      Units
      not purchased pursuant to clauses (i), (ii) and (iii) will be offered to the
      Employee Offerees on or before the third anniversary of the Closing Date for
      a
      period of 60 days; 

     

    provided,
      that in the event that Servicer shall no longer be engaged by the Company
      pursuant to the PSA as a result of SZ’s death or Disability (as defined in the
      PSA), the Company shall immediately offer to sell to the applicable Employee
      Offerees any of the 4,379,374 Units which have not previously been offered
      pursuant to this Section 10.8(a) and, provided further, that Zyman shall be
      required to hold (and may not Put pursuant to Section 10.3) a number of Units
      equal to such Units until the 60th day following the date of SZ’s death or the
      date on which Servicer’s engagement pursuant to the PSA is terminated as a
      result of SZ’s Disability, as the case may be and shall be required to hold
      until the closing of the purchase any Units subscribed for pursuant to the
      offering. 

     

    (b) Such
      Units shall be offered to the Employee Offerees pursuant to clause (a) for
      FMV
      (as determined based on the most recent valuation prior to the date of each
      offer) and the consideration in respect of such Units shall be in the form
      of
      cash and/or notes payable by the Employee Offerees to the Company substantially
      in the form of Exhibit
      10.8 (each
      a
“Purchase
      Note”)
      or, at
      the election of the relevant Buyer (as defined below), cash.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (c) In
      the
      event that all of the 4,379,374 Units have not been subscribed for by the
      Employee Offerees pursuant to clause (a) by the 61st
      day
      after the date on which Units are offered pursuant to clause (a)(iv) above
      and
      purchased by such Employee Offerees within the time period set forth in Section
      10.10(d) to the extent such Units have been subscribed for, the Company shall
      create a plan pursuant to which it shall offer to the Employee Offerees the
      option to purchase any such unsold Units beginning no later than the
      90th
      day
      after the third anniversary of the Effective Time, which option may be exercised
      on or before the fifth anniversary of the Effective Time (such period, the
      “Option
      Period”)
      at a
      price equal to the FMV per Unit as of the date of such offer (such option,
      the
“Employee
      Option”).
      The
      consideration paid by an Employee Offeree upon the exercise of such Employee
      Option shall be cash in an amount equal to no less than $0.50 per purchased
      Unit
(or
      such
      lesser cash amount as determined by the Board of Managers, in its sole
      discretion) and
      a
      Purchase Note for the remaining consideration. Notwithstanding anything in
      this
      Agreement to the contrary (including Sections 10.3 and 10.4), during the Option
      Period, Zyman shall be required to hold a number of Units at least equal to
      the
      number of Units subject to the Employee Option (as such number may be reduced
      from time to time).

     

    (d) For
      each
      Unit sold by the Company pursuant to this Section 10.8 Zyman shall sell and
      the
      Company shall purchase or redeem one Unit from Zyman and in consideration
      therefor the Company shall pay and assign to Zyman the cash and/or Purchase
      Notes paid to the Company by any holder in respect of such Units; provided
      that
      the Company shall not purchase or redeem any Units which have not been held
      by
      Zyman for a period of at least six months.

     

    Section
      10.9   Binding
      Obligations Upon Exercise of a Put, a Call or an Offer to
      Sell.
      Upon
      the proper delivery of an Exercise Notice in respect of the exercise of a Put
      by
      a Seller or a Call by a Buyer or a notice of an Offer to Sell by the Management
      Unitholders or the Company, any such Seller shall be obligated to sell the
      Units
      subject to the Call or the Offer to Sell or which it has agreed to sell pursuant
      to a Put as set forth in the applicable notice and any such Buyer shall be
      obligated to buy the Units subject to the Put or which it has agreed to purchase
      pursuant to an Offer to Sell or a Call as set forth in the applicable notice,
      in
      each case, in accordance with the applicable provisions of Section
      10.10.

     

    Section
      10.10   Put/Call
      Purchase Price.
      

     

    (a) Calculation/Payment
      of the Put/Call Purchase Price.

     

    (i)
      In
      connection with the exercise of any Put pursuant to Section 10.2(b) or Section
      10.3(a) or any Call pursuant to Section 10.2(a), Section 10.3(a) or Section
      10.5, or Call of the Special Zyman Units pursuant to the Eight Year Call, each
      Buyer shall calculate and pay to Zyman or the Management Unitholders, as
      applicable, the following amounts (collectively, the “Put/Call
      Purchase Price”):

     

    (x) within
      5
      Business Days following the determination of PBT for YP-1, but in no event
      earlier than the Article X Closing Date (as defined in Section 10.10(d) hereof),
      an amount (the “First
      Payment”)
      equal
      to:

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    

      
        	
                AP
×

              	
                {

              	
                (PBT
                  for YP-1)

              	
                ×
4.75

              	
                }

              
	
                3

              


      

    

     

    (y) within
      5
      Business Days following the determination of PBT for YP, but in no event earlier
      than the Article X Closing Date), an amount (the “Second
      Payment”)
      equal
      to:

     

    
      	
              
                {

              

            	
              AP
                ×

            	
              (((PBT
                for YP-1) + (PBT for YP)) × 4.75)

            	
              
                }

              

            	
               –
                {First Payment}

            
	
              3

            


    

    


    (z) within
      5
      Business Days following the determination of PBT for YP+1, but in no event
      earlier than the Article X Closing Date), an amount (the “Final
      Payment”)
      equal
      to:

     

    
      	
              
                {

              

            	
              AP
                ×

            	
              (

            	
              ((PBT for YP-1) + (PBT for YP)

              +
                (PBT for YP+1))

            	
              ×
                AM

            	
              )

            	
              
                }

              

            	
               –{First Payment + Second Payment}

            
	
              3

            


    

    


    (ii) In
      connection with the exercise of the Eight Year Call (except to the extent such
      Eight Year Call relates to the Special Zyman Units to which clause (i) above
      shall apply) and a Call pursuant to Section 10.4(a), the Buyer shall calculate
      and pay to Zyman the product of 50% multiplied by the Put/Call Purchase Price;
      provided that in connection with a Call pursuant to Section 10.4(a) because
      Servicer voluntarily terminates its engagement with the Company pursuant to
      the
      PSA, the price paid for any Zyman Special Units shall be the Put/Call Purchase
      Price.

     

    (iii) In
      connection with the exercise of a Call pursuant to Section 10.7 or an option
      pursuant to Section 10.8(c) or a Put pursuant to Section 10.6, the Buyer shall
      pay to the applicable seller the product of the number of Units being purchased
      and the FMV per Unit.

     

    (b) Other
      Definitions.

     

    (i) “AM”
shall
      mean the multiple based on applicable PBT Margin and CRGR, as set forth
      below:

     

    
      	
              PBT
                Margin 

            	 	
              Multiple
                Range 

            	 
	 	 	
              CRGR
                <=10%

            	 	
              CRGR
                >=25%

            	 
	
              <
                30%

            	 	 	
              4.0

            	 	 	
              4.0

            	 
	
              >=
                30% & < 35%

            	 	 	
              4.0

            	 	 	
              4.5

            	 
	
              >=
                35% & < 40%

            	 	 	
              4.5

            	 	 	
              5.0

            	 
	
              >=
                40%

            	 	 	
              5.0

            	 	 	
              5.5

            	 


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    To
      the
      extent that CRGR and/or PBT Margin are within the ranges noted above, the
      applicable multiple shall be prorated accordingly.

     

    (ii) “Applicable
      Percentage”
or
      “AP”
shall
      mean the percentage that the Class B Units being sold and purchased pursuant
      to
      a Put or Call represents out of the total number of issued and outstanding
      Units, regardless of class.

     

    (iii) “Cumulative
      Revenue Growth Rate”
or
      “CRGR”
shall
      mean the cumulative annual percentage growth rate in Revenues for the three-year
      period ending December 31 of YP+1 (based on the applicable Base Revenues).
      CRGR
      shall be calculated as follows:

     

    
      	
              CRGR
                =

            	
              [(

            	
              Revenues
                for YP + 1

              Base
                Revenues

            	
              )

            	
              1/3

            	
              – 1

            	
              ]

            	
              ×
                100%

            


    

    


    For
      purposes of calculating CRGR, the base revenues (“Base
      Revenues”)
      shall
      be the Revenues for YP-2.

     

    (iv) “FMV”
shall
      mean, with respect to any Units, the price that would be paid for such Units,
      assuming a willing seller and a willing buyer, as determined in good faith
      by
      the Board of Managers of the Company from time to time (and no less frequently
      than annually) with the advice of an independent appraiser selected by the
      Board
      of Managers of the Company. 

     

    (v) “Market
      Value”
with
      respect to the First Payment, Second Payment and Final Payment, as the case
      may
      be, shall be the average of the closing prices per share of MDC Stock in United
      States dollars reported on the NASDAQ Stock Market for the 20 consecutive
      trading days ending three trading days immediately prior to the date the First
      Payment, Second Payment, Final Payment, as the case may be, are required to
      be
      paid pursuant to Sections 10.10(a)(i)(x), (y), and (z), respectively. The
      closing price for each day shall be the closing price on the NASDAQ Stock
      Market.

     

    (vi) “Measuring
      Period”
shall
      mean, as applicable, (x) the calendar year or years included in the applicable
      Put/Call Purchase Price calculation under Section 10.10(a) above or (y) any
      Distribution Period Calendar Year.

     

    (vii) “PBT
      Margin”
for
      the
      Measuring Period shall equal the percentage equivalent of the quotient
      determined by dividing (a) the total PBT plus Class C PBT for the Measuring
      Period, by (b) the total Revenues for the Measuring Period. For purposes of
      this
      Agreement, the PBT Margin shall be rounded up or down, as the case may be,
      to
      the nearest one-tenth of one percent.

     

    (viii) “Revenues”
during
      each relevant calendar year or other period, as applicable, shall mean
      consolidated revenues of the Company and its subsidiaries determined in
      accordance with GAAP, consistently applied with the accounting principles and
      procedures historically utilized by the Company. 

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    (ix) “YP”
shall
      mean the calendar year in which the respective Put or Call was exercised by
      proper delivery of an Exercise Notice. 

     

    (x) “YP+1”
shall
      mean the calendar year immediately following YP.

     

    (xi) “YP+2”
shall
      mean the calendar year immediately following YP+1.

     

    (xii) “YP-1”
shall
      mean the calendar year immediately preceding YP.

     

    (xiii) “YP-2”
shall
      mean the calendar year immediately preceding YP-1. 

    (c) Accounting
      Procedures.

     

    (i) Upon
      the
      exercise of (x) a Put pursuant to Section 10.2(b) or Section 10.3(a) or (y)
      a
      Call pursuant to Section 10.2(a), Section 10.2(c), Section 10.4(a) or Section
      10.5(a) involving the sale of Units representing at least 2% of the outstanding
      Units, MDC shall, and upon the exercise of any Put or Call pursuant to any
      of
      the foregoing sections involving the sale of Units representing less than 2%
      of
      the outstanding Units, MDC may at its option, cause KPMG LLP, or another
      independent national accounting firm chosen by MDC (the “Accountants”),
      as
      soon as practicable after the end of years YP, YP+1 and YP+2, to prepare in
      accordance with GAAP, a report containing an audited consolidated balance sheet
      of the Company and its subsidiaries, if any, as of the close of business on
      the
      anniversary of the Effective Time of each such period, and a related audited
      consolidated statement of income of the Company and its subsidiaries, if any,
      for the relevant year then ended, in each case together with a statement of
      the
      Accountants based upon such report which (x) states that it was prepared in
      accordance with this Agreement and (y) sets forth for the period under
      examination the applicable calculation of PBT, Revenues, PBT Margin and AM,
      and
      (z) sets forth all adjustments required to be made to such audited financial
      statements in order to make the calculations required under this Section 10.10
      (the “Annual
      Determination”).
      MDC
      shall instruct the Accountants to deliver a copy of each such Annual
      Determination to Zyman as soon as possible after the completion of each year
      and
      shall use commercially reasonable efforts to have each such Annual Determination
      delivered not later than 90 days after the end of the period to which such
      Annual Determination relates. 

     

    (ii) If
      Zyman
      does not agree that any Annual Determination correctly states the applicable
      calculations of PBT, Revenues, PBT Margin or AM for the period under
      examination, Zyman shall promptly (but not later than 30 days after the delivery
      of such Annual Determination to Zyman) give written notice to MDC of any
      exceptions thereto (in reasonable detail describing the nature of the
      disagreement asserted). If Zyman and MDC reconcile their differences, the Annual
      Determination shall be adjusted accordingly and shall thereupon become binding,
      final and conclusive upon all of the parties hereto and enforceable in a court
      of law. If Zyman and MDC are unable to reconcile their differences in writing
      within 20 days after written notice of exceptions is delivered to Zyman (the
      “Reconciliation
      Period”),
      the
      items in dispute shall be submitted to a mutually acceptable accounting firm
      (other than the Accountants) (the “Independent
      Auditors”)
      for
      final determination, and the Annual Determination shall be deemed adjusted
      in
      accordance with the determination of the Independent Auditors and shall become
      binding, final and conclusive upon all of the parties hereto and enforceable
      in
      a court of law. The Independent Auditors shall consider only the items in
      dispute and shall be instructed to act within 20 days (or such longer period
      as
      Zyman and MDC may agree) to resolve all items in dispute. If Zyman does not
      give
      written notice of any exception within 30 days after the delivery of an Annual
      Determination or if Zyman gives written notification of its acceptance of an
      Annual Determination prior to the end of such 30 day period, such Annual
      Determination shall thereupon become binding, final and conclusive upon all
      the
      parties hereto and enforceable in a court of law.

     

    
      
        
        

      

      
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    (iii) In
      the
      event the Independent Auditors are for any reason unable or unwilling to perform
      the services required of it under this Section 10.10, then Zyman and MDC agree
      to select another mutually acceptable accounting firm to perform the services
      to
      be performed under this Section 10.10 by the Independent Auditors. If Zyman
      and
      MDC fail to select the Independent Auditors as required by clause (i) above
      within seven days after the expiration of the Reconciliation Period or fail
      to
      select another accounting firm within seven days after it is determined that
      the
      Independent Auditors will not perform the services required, either Zyman or
      MDC
      may request the American Arbitration Association in Atlanta (the “AAA”)
      to
      appoint an independent firm of certified public accountants to perform the
      services required under this Section 10.10 by the Independent Auditors. MDC,
      on
      the one hand, and Zyman, on the other hand, shall share the fees of the AAA
      equally. For purposes of this Section 10.10(c) the term “Independent
      Auditors”
shall
      include such other accounting firm chosen in accordance with this clause
      (iii).

     

    (iv) The
      Independent Auditors shall determine the party (i.e., Zyman or MDC) whose
      asserted position as to the calculation of PBT, Revenues, PBT Margin, or AM
      for
      the period under examination before the Independent Auditors is furthest from
      the determination of PBT, Revenues, PBT Margin, or AM, as the case may be,
      by
      the Independent Auditors, which non-prevailing party shall pay the fees and
      expenses of the Independent Auditors and shall reimburse the prevailing party
      for the portion of the fees of the AAA previously paid by it.

     

    (v) The
      books
      and records of the Company and its subsidiaries shall be made available during
      normal business hours upon reasonable advance notice at the principal office
      of
      the Company, to the parties hereto and their representatives, the Accountants
      and the Independent Auditors to the extent required to determine the
      calculations required under Section 10.10. Zyman, on the one hand, and MDC,
      on
      the other hand, shall make available to the other party and their
      representatives (including auditors) any back-up materials generated by or
      for
      them to support a position that is contrary to the position taken by the other
      party. 

     

    
      
        
        

      

      
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    (d) Closing.
      The
      closing for each purchase and sale of Units (an “Article
      X Closing”)
      pursuant to this Article X shall be held at the offices of the Company within
      30
      days after the later of (i) the delivery of an Exercise Notice, (ii) in the
      case
      of Offers to Sell, 30 days after the receipt of an acceptance of an Offer to
      Sell and (iii) the day that is six months and one day after such Units were
      first acquired by the Seller. The date on which the respective Article X Closing
      takes place is referred to in this Agreement as its “Article
      X Closing Date”.
      At
      each Article X Closing, the parties shall execute an Assignment of Unit
      Agreement in form and substance reasonably acceptable to the purchaser and
      the
      seller in such transaction and an amendment to this Agreement in accordance
      with
      Section 14.4 reflecting such transfer and the reallocated Units (including
      the
      related portion of the Capital Account). The transfer of any Units pursuant
      to
      this Section 10.10 shall be free and clear of all claims, liens and encumbrances
      other than as created by the provisions of this Agreement. Prior to any Article
      X Closing, the applicable purchaser and seller shall use their best efforts
      to
      obtain any required governmental or regulatory approval or approvals. MDC shall
      have the right to postpone any scheduled Article X Closing until any such
      governmental or regulatory approval is obtained. In connection with a sale
      pursuant to this Article X, the transferor shall be entitled to distributions
      pursuant to Section 3.4 as and when declared by the Board of Managers in respect
      of any amounts which have been allocated to the transferred Units as of the
      day
      prior to the effective date of any Put or Call or, in the case of an Offer
      to
      Sell, the applicable Article X Closing Date, and the transferee shall be
      entitled to distributions pursuant to Section 3.4 in respect of any amounts
      which are allocated to the transferred Units on and after the effective date
      or
      the Article X Closing Date, as the case may be.

     

    (e) Put/Call
      Purchase Price Payment.
      

     

    (i)
      If
      MDC is purchasing Units from Zyman pursuant to Section 10.2, Section 10.3,
      Section 10.4 or Section 10.5, payment of each component of the Put/Call Purchase
      Price shall be made by MDC (x) at least 80% in cash (any amount in excess of
      80%
      will be determined by MDC in its sole discretion) by direct wire transfer to
      the
      account of Zyman designated in writing to MDC pursuant to this Agreement and
      (y)
      up to 20% of each component of the Put/Call Purchase Price may be made in Class
      A Shares (subordinate voting shares), of MDC Partners (“MDC
      Stock”)
      (rounded up or down to the nearest whole share) having an aggregate Market
      Value
      (as defined above) equal to up to 20% of such component of the Put/Call Purchase
      Price and, if the Company is purchasing Units pursuant to Section 10.2, Section
      10.3, Section 10.4 or Section 10.5, the purchase price shall be paid in cash.
      Each of the First Payment, Second Payment and Final Payment shall be deemed
      to
      include imputed interest, to the extent required by the Code. Prior to MDC’s
      delivery to Zyman of each Put/Call Purchase Price payment in shares of MDC
      Stock, Zyman shall be required to deliver an Investment Representation
      Certificate in the form of Exhibit
      10.10(e) hereto.
      The shares of MDC Stock shall be eligible for sale in accordance the applicable
      securities laws of the U.S. and Canada, and the terms of the Investment
      Representation Certificate to be delivered by the receipt of such shares of
      MDC
      Stock. 

     

    (ii) Any
      purchase of Units pursuant to Section 10.1 shall be made in cash; provided
      that
      if the Seller is the obligor on any Purchase Note(s) at the time of sale, the
      Buyer may elect to assume a portion of the amounts outstanding under any such
      Purchase Note(s) (equal in proportion to the number of Units being purchased
      by
      such Buyer relative to the number of Units owned by such Seller immediately
      prior to the relevant Article X Closing) and the amount of cash payable shall
      be
      reduced by the value of the portion of the Purchase Note(s) assumed by such
      Buyer.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    (iii) Any
      purchase of Units pursuant to Section 10.6, Section 10.7 or Section 10.8 shall
      be made in cash and/or Purchase Notes, or some combination thereof in accordance
      with the terms set forth in such sections (to the extent provided); provided
      that if the Seller is the obligor on any Purchase Note(s) at the time of sale,
      the Buyer may elect to assume a portion of the amounts outstanding under any
      such Purchase Note(s) (equal in proportion to the number of Units being
      purchased by such Buyer relative to the number of Units owned by such Seller
      immediately prior to the relevant Article X Closing) and the amount of cash
      and/or Purchase Notes payable shall be reduced by the value of the portion
      of
      the Purchase Note(s) assumed by such Buyer.

     

    (f) Effect
      of Events During Period Class B Units Are Issued.
      The
      parties hereto understand and agree that under the terms of each Management
      Unitholder’s employment agreement with the Company, if any, such Management
      Unitholder may be terminated for Cause or without Cause. Accordingly, each
      of
      the parties hereto agrees that if (a) any Management Unitholder ceases to be
      an
      employee of the Company, regardless of the reason therefor, or (b) there are
      changes in the composition of the Board of Managers of the Company or any
      subsidiary of the Company, no party to this Agreement or any Person deriving
      rights through any such party shall have the right to make a claim that such
      cessation of employment or change in the composition of the Board of Managers
      of
      the Company or any subsidiary of the Company (x) constitutes a breach by MDC
      or
      any of its Affiliates of this Agreement, (y) resulted in an adverse effect
      on
      any Put/Call Purchase Price payment under this Agreement forming the basis
      for a
      claim against MDC or any of its Affiliates, or (z) constitutes an event forming
      the basis for such party to dispute any calculation required to be made pursuant
      to the accounting procedures set forth in Section 10.10(c) hereof. In the event
      a Management Unitholder ceases to be employed by the Company, regardless of
      the
      reason therefor, such event shall not affect the right of any Unitholder to
      receive any Put/Call Purchase Price payment under this Agreement.

     

    ARTICLE
      XI

     

    INDEMNIFICATION

     

    Section
      11.1   Indemnification
      of Managers and Members.
      The
      Company shall indemnify and advance expenses to a Person who was or is
      threatened to be made a named defendant or respondent in a proceeding because
      the individual is or was a Manager or Member to the fullest extent permitted
      or
      authorized by the laws of the State of Delaware as if the Company was a
      corporation organized under the laws of Delaware. This indemnification provision
      shall inure to each of the Managers and Members of the Company, and other
      Persons serving at the request of the Company (as provided in this Article),
      and
      in the event of his death shall extend to his legal representatives; but such
      rights shall not be exclusive of any other rights to which he may be
      entitled.

     

    Section
      11.2   Others.
      The
      Company may indemnify and advance expenses to an officer, employee or agent
      of
      the Company to the same extent that it is required to indemnify and advance
      expenses to Managers or Members under this Agreement or by statute. The Company
      may indemnify and advance expenses to Persons who are not or were not officers,
      employees or agents of the Company but who are or were “serving at the request
      of the Company” (as defined in Section 11.5(d)) as a director, officer, partner,
      manager, member, venturer, proprietor, trustee, employee, agent or similar
      functionary of another limited liability company, corporation, partnership,
      employee benefit plan, or other enterprise or entity (individually, an
“Other
      Entity”)
      to the
      same extent that the Company is required to indemnify and advance expenses
      to
      Managers or Members under this Article or by statute.

     

    
      
        
        

      

      
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    Section
      11.3   Insurance
      and Other Arrangements.
      The
      Company may purchase and maintain insurance or establish and maintain another
      arrangement on behalf of any individual who is or was a Manager, officer,
      employee, Member or agent of the Company or who is or was serving at the request
      of the Company as a director, officer, partner, manager, member, venturer,
      proprietor, trustee, employee, agent or similar functionary of an Other Entity,
      against or in respect of any liability asserted against him and incurred by
      him
      in such a capacity or arising out of his status as such an individual, whether
      or not the Company would have the power to indemnify him against that liability
      under this Agreement or by statute. If the insurance or other arrangement is
      with a Person or entity that is not regularly engaged in the business of
      providing insurance coverage, the insurance or other arrangement may provide
      for
      payment of a liability with respect to which the Company would not have the
      power to indemnify the Person only if including coverage for the additional
      liability has been approved by the Members of the Company. Without limiting
      the
      power of the Company to purchase, procure, establish or maintain any kind of
      insurance or other arrangement, the Company may, for the benefit of persons
      indemnified by the Company, (a) create a trust fund; (b) establish any form
      of
      self-insurance; (c) secure its indemnity obligation by grant of a security
      interest or other lien on the assets of the Company; or (d) establish a letter
      of credit, guaranty or surety arrangement. The insurance or other arrangement
      may be purchased, procured, maintained or established within the Company or
      with
      any insurer or other Person deemed appropriate by the Managers regardless of
      whether all or part of the stock or other securities of the insurer or other
      Person are owned in whole or part by the Company. In the absence of fraud,
      the
      judgment of the Managers as to the terms and conditions of the insurance or
      other arrangement and the identity of the insurer or other Person participating
      in an arrangement shall be conclusive and the insurance or arrangement shall
      not
      be voidable and shall not subject the Managers approving the insurance or
      arrangement to liability, on any ground, regardless of whether Managers
      participating in the approval are beneficiaries of the insurance or arrangement.
      

     

    Section
      11.4   Report
      to Members.
      Any
      indemnification of or advance of expenses to a Manager or Member in accordance
      with this Article or the provisions of any statute shall be reported in writing
      to the Members with or before the notice or waiver of notice of the next
      Members’ meeting or with or before the next submission to the Members of a
      consent to action without a meeting and, in any case, within the 12-month period
      immediately following the date of the indemnification or advance.

     

    Section
      11.5   Definitions.
      For
      purposes of this Article XI:

     

    (a) The
      term
“expenses”
      includes court costs and attorneys’ fees and disbursements;

     

    (b) The
      term
“proceeding”
means
      any threatened, pending or completed action, suit or proceeding, whether civil,
      criminal, administrative, arbitrative or investigative, any appeal in such
      an
      action, suit or proceeding, and any inquiry or investigation that could lead
      to
      such an action, suit or proceeding;

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    (c) The
      term
“Manager”
means
      any Person who is or was a Manager of the Company and any Person who, while
      a
      Manager of the Company, is or was serving at the request of the Company as
      a
      director, officer, partner, manager, member, venturer, proprietor, trustee,
      employee, agent or similar functionary of an Other Entity;

     

    (d) The
      term
“serving
      at the request of the Company”
as
      used
      above shall include any service as a manager, director, officer, employee or
      agent of the Company or where any such Person performs duties on or otherwise
      involves services with respect to an employee benefit plan, or the participants
      or beneficiaries of the employee benefit plan sponsored by the Company. Excise
      taxes assessed on a Manager with respect to an employee benefit plan pursuant
      to
      applicable law are deemed fines. Action taken or omitted to be taken by a
      Manager with respect to an employee benefit plan in the performance of his
      duties for a purpose reasonably believed by him to be in the interest of the
      participants and beneficiaries of the plan is deemed to be for a purpose which
      is not opposed to the best interests of the Company.

     

    Section
      11.6   Severability.
      The
      provisions of this Article are intended to comply with the Act. To the extent
      that any provision of this Article authorizes or requires indemnification or
      the
      advancement of expenses contrary to such statute or the Certificate, the
      Company’s power to indemnify or advance expenses under such provision shall be
      limited to that permitted by such statute and the Certificate and any limitation
      required by such statute or the Certificate shall not affect the validity of
      any
      other provision of this Article XI.

     

    Section
      11.7   Nonexclusivity
      of Rights.
      The
      right to indemnification and the advancement and payment of expenses conferred
      in this Article XI shall not be exclusive of any other right that a Manager
      or
      other Person indemnified pursuant hereto may have or hereafter acquire under
      any
      law (common or statutory), provision of the Certificate or this Agreement or
      otherwise.

     

    ARTICLE
      XII

     

    ADDITIONAL
      AGREEMENTS

     

    Section
      12.1   “Zyman”
      Name.
      The
      Members hereby agree that (a) all right, title and interest in the trade name
      “Zyman Group” or any variation thereof belong to the Company and (b) so long as
      the Company is an Affiliate of MDC Partners, the Company, the Members and SZ
      shall endeavor to have any materials, documents or other items that reference
      the name “Zyman Group” or any variations thereof to be followed by the words “an
      MDC Partners Company”.

     

    Section
      12.2   2005
      Option Plan.
      For
      each Unit issued to a participant in the Company’s 2005 Unit Option Plan (the
“Plan”) pursuant
      to the exercise of any option granted under such plan, Zyman shall sell and
      the
      Company shall purchase or redeem one Unit from Zyman and, in consideration
      therefor, the Company shall pay and assign the consideration paid to the Company
      by such participant upon the exercise of such option. Zyman agrees that, until
      the expiration of such options, Zyman will hold a number of Units equal to
      the
      number of Units issued under the Plan and such Units shall not be subject to
      any
      of the Puts or Calls hereunder.

     

    
      
        
        

      

      
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    ARTICLE
      XIII

     

    OTHER
      DEFINITIONS

    Section
      13.1   Other
      Definitions.
      When
      used herein, the following terms shall have the following meanings:

     

    “Additional
      Payment”
shall
      have the meaning given thereto in the Purchase Agreement.

     

    “Adjusted
      Capital Account Deficit”
with
      respect to any Member means the deficit balance, if any, in such Member’s
      Capital Account as of the end of the relevant fiscal year, after giving effect
      to the following adjustments:

     

    (i) Credit
      to
      such Capital Account any amounts which such Member is obligated to restore
      pursuant to any provision of this Agreement or is otherwise treated as being
      obligated to restore under Treasury Regulation Section 1.704-1(b)(2)(ii)(c)
      or
      is deemed to be obligated to restore pursuant to the penultimate sentence of
      Treasury Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

     

    (ii) Debit
      to
      such Capital Account the items described in Treasury Regulation Section
      1.704-1(b)(2)(ii)(d)(4), (5), and (6).

     

    The
      foregoing definition of Adjusted Capital Account Deficit is intended to comply
      with the provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and
      shall be interpreted consistently therewith.

     

    “Adjusted
      PBT”
      for any
      relevant period shall be equal to the consolidated net income (loss) of the
      Company and its subsidiaries but before provision for all federal, state and
      local income taxes for such period, determined in accordance with United States
      generally accepted accounting principles consistently applied (“GAAP”);
      provided, that the following items shall be excluded:

     

    
      	 	
              (A)

            	
              Items
                (A)(1) to (7) listed in the definition of “PBT”
                hereunder;

            


    

     

    
      	 	
              (B)

            	
              any
                expenses for non-cash equity-based compensation which accrues prior
                to, on
                or after Closing and attributable to the 2008
                Acquisitions;

            


    

     

    
      	 	
              (C
                )

            	
              any
                amortization or depreciation expense attributable to the increase
                in the
                book value of any assets (whether tangible or intangible) of the
                Company
                resulting from the 2008
                Acquisitions;

            


    

     

    
      	 	
              (D)

            	
              any
                interest arising from loans or debt incurred by the Company to finance
                the
                purchase price of the 2008 Acquisitions; and


            


    

     

    
      
        
        

      

      
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              (E)

            	
              severance
                expense arising from a termination of Scott Miller and/or David Morey
                by
                the Company, or by Scott Miller and/or David Morey with Good
                Reason.

            


    

     

    “Affiliate”
of
      any
      Person shall mean any Person that directly, or indirectly through one or more
      intermediaries, controls, or is controlled by, or is under common control with
      such Person.

     

    “Business
      Day”
shall
      mean any day on which commercial banks are not authorized or required to close
      in Atlanta, Georgia and Toronto, Ontario.

     

    “Buyer”
shall
      mean the purchaser of Units in any transaction described in Article
      X.

     

    “Capital
      Contribution”
shall
      mean the contribution of a Member and any subsequent contributions of capital
      made by that Member to the Company as set forth in Article III.

     

    “Cause”
means,
      with respect to Servicer, “Cause” as defined in the PSA with the Company and,
      with respect to any other employee of the Company and its subsidiaries, “Cause”
means (A) such employee’s willful failure to perform his or her duties in
      any material respect (other than as a result of total or partial incapacity
      due
      to physical illness), (B) commission of (x) a felony (other than
      traffic-related) under the laws of the United States or any state thereof or
      any
      similar criminal act in a jurisdiction outside the United States or (y) a crime
      involving moral turpitude, (C) such employee’s willful malfeasance or willful
      misconduct which is injurious to the Company, (D) any act of fraud by such
      employee or (E) such employee’s material breach of the Company’s code of
      conduct.

     

    “Class
      A Distribution Shortfall Amount”
with
      respect to any Distribution Period Calendar Year and any Post-Distribution
      Period Calendar Year, shall mean the cumulative amount by which distributions
      under Section 3.4(a)(i) to holders of Class A Units for all preceding years
      since the Effective Time fell short of the cumulative allocations to holders
      of
      Class A Units of PBT under Section 3.5(a)(i) for such prior years (for this
      purpose treating any negative PBT for any calendar year as $0).

     

    “Class
      A PBT
      Shortfall Amount”
shall
      mean, with respect to any calendar year other than the first Distribution Period
      Calendar Year, the amount by which the actual allocation of PBT to holders
      of
      Class A Units under Section 3.5(a)(i) for all previous Distribution Period
      Calendar Year(s) is less than the aggregate Preferred Return Amount(s) with
      respect to such Distribution Period Calendar Year(s).

     

    “Class
      B Catch-Up Amount”
shall
      mean, with respect to any Distribution Period Calendar Year, the lesser of
      (i)
      the difference between (A) the product of the amounts allocated to the holders
      of Class A Units pursuant to Section 3.5(a)(i) for the current and all previous
      Distribution Period Calendar Year(s) and the fraction (expressed as a
      percentage) in which the numerator is the number of outstanding Class B Units
      and the denominator is the number of outstanding Class A Units and (B) the
      amounts allocated to the holders of Class B Units pursuant to Section 3.5(a)(ii)
      for all previous Distribution Period Calendar Year(s) and (ii) the positive
      difference (if any) of PBT for such Distribution Period Calendar Year less
      the
      Preferred Return Amount and less the Class A PBT Shortfall Amount, if
      any.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

     

    “Class
      B Distribution Shortfall Amount”
with
      respect to any Distribution Period Calendar Year and any Post-Distribution
      Period Calendar Year, shall mean the cumulative amount by which distributions
      under Section 3.4(a)(ii) to holders of Class B Units for all preceding calendar
      years since the Effective Time fell short of the cumulative allocations to
      holders of Class B Units of PBT under Section 3.5(a)(ii) for such prior years
      (for this purpose treating any negative PBT for any calendar year as $0).


     

    “Class
      C PBT” for
      any
      relevant period shall mean (Adjusted PBT minus $3,000,000) multiplied by
      16%.

     

     “Code”
shall
      mean the Internal Revenue Code of 1986, as amended from time to time, and any
      successor statute or statutes.

     

    “Company
      Credit Facility”
shall
      mean the revolving credit facility dated as of November 8, 2005 by and between
      the Company and Wachovia Bank, National Association, as amended, modified or
      supplemented from time to time.

     

    “Company
      Minimum Gain”
shall
      have the meaning for “Partnership Minimum Gain” set forth in Sections
      1.704-2(b)(2) and 1.704-2(d) of the Treasury Regulations.

     

    “Depreciation”
shall
      mean for each fiscal year, an amount equal to the depreciation, amortization,
      or
      other cost recovery deduction allowable with respect to an asset for such fiscal
      year, except that if the Gross Asset Value of an asset differs from its adjusted
      basis for Federal income tax purposes at the beginning of such fiscal year,
      Depreciation shall be an amount which bears the same ratio to such beginning
      Gross Asset Value as the Federal income tax depreciation, amortization, or
      other
      cost recovery deduction for such fiscal year bears to such beginning adjusted
      tax basis; provided, however, that if the adjusted basis for Federal income
      tax
      purposes of an asset at the beginning of such fiscal year is zero, Depreciation
      shall be determined with reference to such beginning Gross Asset Value using
      any
      reasonable method selected by the TMP. 

     

    “Disability”
means,
      with respect to SZ, “Disability” as defined in SZ’s employment agreement with
      the Company and, with respect to any other employee of the Company and its
      subsidiaries, “Disability” means the
      inability of an employee to perform the essential functions of the employee’s
      job, with or without reasonable accommodation, by reason of a physical or mental
      infirmity, for a continuous period of six months or for an aggregate of nine
      months in a twenty-four month period.

     

    “Distribution
      Period”
shall
      mean the period from the Effective Time until the earlier of the termination
      of
      the Company or the date that is the fifth anniversary of the Effective
      Time.

     

    “Distribution
      Period Calendar Year”
shall
      mean any of (i) the period from the Effective Time until December 31, 2005,
      (ii)
      the period from January 1st
      through
      December 31st
      of each
      of 2006, 2007, 2008 and 2009 and (iii) the period from January 1, 2010 until
      the
      date that is the fifth anniversary of the Effective Time; provided that if
      the
      Company is terminated prior to the fifth anniversary of the Effective Time,
      the
      last calendar year shall be the period from January 1st
      of the
      year in which the Company is terminated until that date on which the Company
      is
      terminated.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    “Effective
      Time”
shall
      mean the date of the closing of the Purchase Transaction.

     

    “Good
      Reason”
shall
      mean, with respect to SZ, “Good Reason” as defined in SZ’s employment agreement
      with the Company and, with respect to any other employee of the Company and
      its
      subsidiaries, “Good Reason” means a failure by the Company to pay such
      employee’s compensation when due, which failure remains uncured for a period of
      20 days after written notice of such breach from the employee to the
      Company.

     

    “Gross
      Asset Value”,
      with
      respect to any asset, the asset’s adjusted basis for Federal income tax
      purposes, except as follows:

     

    (i) Subject
      to the final sentence of this definition and consistent with the capital
      accounts as described in Section 3.1, the initial Gross Asset Value of any
      asset
      contributed by a Member to the Company shall be the gross fair market value
      of
      such asset, as determined by the Board of Managers;

     

    (ii) The
      Gross
      Asset Value of all Company assets shall be adjusted to equal their respective
      gross fair market values as of the following times: (a) the acquisition of
      additional Units by any new or existing Member in exchange for a Capital
      Contribution; (b) the distribution by the Company to a Member of property as
      consideration for a Unit; and (c) the liquidation of the Company within the
      meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); provided, however,
      that adjustments pursuant to clauses (a) and (b) above shall be made only if
      the
      Managers reasonably determine that such adjustments are necessary or appropriate
      to reflect the relative economic interests of the Members in the Company;
      and

     

    (iii) The
      Gross
      Asset Value of any Company asset distributed to any Member shall be adjusted
      to
      equal the gross fair market value of such asset on the date of
      distribution.

     

    If
      the
      Gross Asset Value of an asset has been determined or adjusted pursuant to
      clauses (i) or (ii), hereof, such Gross Asset Value shall thereafter be adjusted
      by the Depreciation taken into account with respect to such asset for purposes
      of computing Profits and Losses.

     

    “MDC
      Credit Facility”
shall
      mean the Financing
      Agreement, dated as of June 18, 2007 (as amended, supplemented or otherwise
      modified from time to time), among MDC Partners Inc., a Canadian corporation,
      Maxxcom Inc., a Delaware corporation, each subsidiary of MDC Partners listed
      as
      a "Guarantor" on the signature pages thereto, the lenders from time to time
      party thereto, Fortress Credit Corp., as collateral agent for the lenders,
      and
      Wells Fargo Foothill, Inc., as administrative agent for the
      lenders.

     

    “Member
      Nonrecourse Debt”
shall
      have the meaning for “Partner Nonrecourse Debt” set forth in Section
      1.704-2(b)(4) of the Treasury Regulations.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    “Member
      Nonrecourse Debt Minimum Gain”
shall
      mean an amount, with respect to each Member Nonrecourse Debt, equal to the
      Company Minimum Gain that would result if such Member Nonrecourse Debt were
      treated as a Nonrecourse Liability, determined in accordance with Section
      1.704-2(i)(3) of the Treasury Regulations.

     

    “Member
      Nonrecourse Deductions”
shall
      have the meaning set forth in Section 1.704-2(i)(2) of the Treasury
      Regulations.

     

    “Membership
      Interest”
of
      any
      Member shall mean such Member’s interest in the Company under this Agreement
      (including, without limitation, such Member’s interest in Profits and Losses,
      distributions, voting, and management, all as specified in this
      Agreement).

     

    “Nonrecourse
      Deductions”
shall
      have the meaning set forth in Section 1.704-2(b)(1) of the Treasury
      Regulations.

     

    “Nonrecourse
      Liability”
shall
      have the meaning set forth in Section 1.704-2(b)(3) of the Treasury
      Regulations.

     

    “Offer
      to Sell”
shall
      mean an offer to sell Units pursuant to Section 10.1 or Section
      10.8.

     

    “Original
      Unitholders”
shall
      mean, those Members who owned Membership Units immediately prior to the
      consummation of the transactions contemplated by the Purchase
      Agreement.

     

    “PBT”
for
      any
      relevant period shall mean: 

     

    (A)
      the
      consolidated net income (loss) of the Company and its subsidiaries but before
      provision for all federal, state and local income taxes for such period,
      determined in accordance with United States generally accepted accounting
      principles consistently applied (“GAAP”);
      provided, that the following amounts shall be excluded:

     

    (1) any
      expenses for non-cash equity-based compensation which accrues prior to, on
      or
      after Closing and is attributable to transactions contemplated by the Purchase
      Agreement.

     

    (2) any
      amortization or depreciation expense attributable to the increase in the book
      value of any assets (whether tangible or intangible) of the Company resulting
      from the merger into the Company of the Nevada limited liability company
      predecessor of the Company, any amortization or depreciation expense
      attributable to the increase in the book value of any assets (whether tangible
      or intangible) of the Company resulting from any acquisition of any Units by
      MDC
      pursuant to the Purchase Agreement, and interest payable by or for the Company
      on indebtedness related to any such acquisition;

     

    (3) neither
      the proceeds from nor any dividends or refunds with respect to, nor any
      increases in the cash surrender value of, any life insurance policy under which
      the Company, or any subsidiary thereof, is the named beneficiary or otherwise
      entitled to recovery shall be included as income, nor shall the premiums payable
      with respect to any such life insurance policy be considered an expense for
      a
      period to the extent a death covered by such life insurance policy occurs in
      any
      such period;

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    (4) any
      intercompany management fees and overhead allocations charged by MDC or any
      Affiliate of MDC, to the Company or any of its subsidiaries;

     

    (5) any
      interest arising from loans to finance the payment of any of the Purchase Price
      payments and from any indebtedness allocated to the Company by MDC as a result
      of MDC’s acquisition of Membership Interests of the Company; provided, however,
      that any interest or fees (other than fees incurred in connection with
      terminating the Company Credit Facility) arising under the Company Credit
      Facility (or any interest or fees allocable to the Company under the MDC Credit
      Facility, if such facility is used to refinance the Company Credit Facility)
      and
      any working capital loans provided by MDC to the Company from time to time
      shall
      be included in determining PBT; 

     

    (6) any
      interest charges incurred by the Company or any subsidiary resulting from any
      MDC Financing (as defined in the Purchase Agreement); 

     

    and,
      solely for the purposes of calculating any Puts or Calls or Offers to Sell
      exercised by Zyman,

     

    (7) any
      extraordinary or unusual gains or losses and any gains or losses from the sale
      of any capital assets used by the Company or any subsidiary thereof in its
      operations (as opposed to assets acquired in the ordinary course of the business
      of the Company and its subsidiaries for resale or other
      disposition);

     

    (8) severance
      expense arising from a termination of SZ by the Company or by SZ with Good
      Reason; and

     

    (9) premiums
      of up to $75,000 payable with respect to any life insurance policy under which
      the Company, or any subsidiary thereof, is the named beneficiary or otherwise
      entitled to recovery to the extent not already excluded pursuant to (3)
      above;

     

    minus

     

    (B) the
      Class
      C PBT for such period.

     

    “Person”
shall
      mean an individual, partnership, limited partnership, limited liability company,
      trust, estate, corporation, custodian, trustee, executor, administrator, nominee
      or entity in a representative capacity.

     

    “Post
      Distribution Period Calendar Year”
shall
      mean (i) the period from the fifth anniversary of the Effective Time until
      December 31, 2010 and (ii) thereafter, each calendar year ending December 31;
      provided that if the Company is terminated prior to December 31 in any calendar
      year, the last calendar year shall be the period from January 1 of the year
      in
      which the Company is terminated until the date on which the Company is
      terminated.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    “Preferred
      Return Amount”
shall
      mean, with respect to any Distribution Period Calendar Year, the sum of (i)
      $13,000,000 (provided, that with respect to the first and last Distribution
      Period Calendar Years, the amount in this clause (i) shall be equal to the
      product of $13,000,000 and the fraction (expressed as a percentage) in which
      the
      numerator is the number of days elapsed in such Distribution Period Calendar
      Year and the denominator is 365) and (ii) in the event that an Additional
      Payment (as defined in Section 13.1) is made, from the date on which such
      Additional Payment is made, an amount equal to the product of 20% multiplied
      by
      the amount of such Additional Payment (the “Additional
      Payment Amount”)
      (provided, that with respect to the first and last Distribution Period Calendar
      Years, the amount in this clause (ii) shall be equal to the product of the
      Additional Payment Amount and the fraction (expressed as a percentage) in which
      the numerator is the number of days elapsed in such Distribution Period Calendar
      Year and the denominator is 365).

     

    “Profits
      and Losses”,
      shall
      mean, for each fiscal year, an amount equal to the Company’s taxable income or
      loss for such fiscal year, determined in accordance with Section 703(a) of
      the
      Code (for this purpose, all items of income, gain, loss, or deduction required
      to be stated separately pursuant to Section 703(a)(1) of the Code shall be
      included in taxable income or loss), with the following
      adjustments:

     

    (i) Any
      income of the Company that is exempt from Federal income tax and not otherwise
      taken into account in computing Profits or Losses pursuant to this definition
      shall be added to such taxable income or loss;

     

    (ii) Any
      expenditures of the Company described in Section 705(a)(2)(B) of the Code or
      treated as Code Section 705(a)(2)(B) expenditures pursuant to Section
      1.704-1(b)(2)(iv)(i) of the Treasury Regulations, and not otherwise taken into
      account in computing Profits or Losses pursuant to this definition, shall be
      subtracted from such taxable income or loss;

     

    (iii) In
      the
      event the Gross Asset Value of any Company asset is adjusted pursuant to clauses
      (ii) or (iii) of the definition of “Gross Asset Value” herein, the amount of
      such adjustment shall be taken into account as gain or loss from the disposition
      of such asset for purposes of computing Profits or Losses;

     

    (iv) Gain
      or
      loss resulting from any disposition of property with respect to which gain
      or
      loss is recognized for Federal income tax purposes shall be computed by
      reference to the Gross Asset Value of the property disposed of, notwithstanding
      that the adjusted tax basis of such property differs from its Gross Asset
      Value;

     

    (v) In
      lieu
      of the depreciation, amortization, and other cost recovery deductions taken
      into
      account in computing such taxable income or loss, there shall be taken into
      account depreciation for such fiscal year or other period, computed in
      accordance with the definition thereof;

     

    (vi) To
      the
      extent an adjustment to the adjusted tax basis of any Company asset pursuant
      to
      Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury
      Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in
      determining Capital Accounts as a result of a distribution other than in
      liquidation of a Member’s Units, the amount of such adjustment shall be treated
      as an item of gain (if the adjustment increases the basis of the asset) or
      loss
      (if the adjustment decreases the basis of the asset) from the disposition of
      the
      asset and shall be taken into account for the purposes of computing Profits
      or
      Losses; and

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    (vii) Notwithstanding
      any other provisions of this definition, any items which are specially allocated
      pursuant to Section 3.3(b) and (c) shall not be taken into account in computing
      Profits or Losses.

     

    “Pro
      Rata Portion”
shall
      mean, with respect to any Management Unitholder at any given time, the number
      of
      Units held by such Management Unitholder relative to the number of Units held
      by
      all of the Management Unitholders.

     

    “Seller”
shall
      mean the seller of Units in any transaction described in Article X.

     

    “Treasury
      Regulations”
shall
      mean final regulations issued by the Department of the Treasury interpreting
      the
      Code.

     

    “Units”
shall
      mean Class A Units or Class B Units, as applicable.

     

    ARTICLE
      XIV

     

    MISCELLANEOUS

     

    Section
      14.1   Manner
      of Giving Notice.
      Whenever under the provisions of the Act, the Certificate or this Agreement,
      notice is required to be given to the Company, any Member or Manager of the
      Company, and no provision is made as to how such notice shall be given, any
      such
      notice to be given hereunder shall be in writing and shall be deemed to have
      been given (a) upon personal delivery, if delivered by hand or courier, (b)
      three days after the date of deposit in the mails, postage prepaid, or (c)
      the
      next Business Day if sent by facsimile transmission (if transmission is
      electronically confirmed) or by a prepaid overnight courier service, and in
      each
      case at the respective addresses or numbers set forth below or such other
      address or number as such party may have fixed by notice:

     

    If
      to MDC
      or MDC Partners, to:

     

    MDC
      Partners

    45
      Hazelton Avenue

    Toronto,
      Ontario

    Canada
      M5R 2E3

    Attention:
      Graham Rosenberg

    Fax:
      (416) 960-9555

    Attention:
      Mitch Gendel

    Fax:
      (212) 463-3274

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    with
      a
      copy to:
      

     

    Simpson
      Thacher & Bartlett LLP

    425
      Lexington Avenue

    New
      York,
      New York 10017

    Attention:
      Marni Lerner, Esq. 

    Fax:
      (212) 455-2502

     

    If
      to
      Zyman, to:

     

    Zyman
      Company, Inc.

    100
      South
      Point Drive

    Apartment
      2905/06

    Miami
      Beach, Florida 33139-7373

    Attention:
      Sergio Zyman

    Fax:
      (305) 674-3806

     

    with
      a
      copy to:

     

    Zyman
      Group LLC

    950
      East
      Paces Ferry Road, N.E.

    Suite
      3300

    Atlanta,
      Georgia 30326

    Attention:
      Chief Financial Officer

    Fax:

     

    with
      a
      copy to:

     

    Jones
      Day

    1420
      Peachtree Street, N.E.

    Suite
      800

    Atlanta,
      Georgia 30309-3053

    Attention:
      Milford B. Hatcher

    Fax:
      (404) 581-8330

     

    If
      to the
      Company, to:

     

    c/o
      MDC
      Partners Inc.

    45
      Hazelton Avenue

    Toronto,
      Ontario

    Canada
      M5R 2E3

    Attention:
      Graham Rosenberg

    Fax:
      (416) 960-9555

    Attention:
      Mitch Gendel

    Fax:
      (212) 463-3274

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    with
      a
      copy to:

     

    Simpson
      Thacher & Bartlett LLP

    425
      Lexington Avenue

    New
      York,
      New York 10017

    Attention:
      Marni Lerner, Esq. 

    Fax:
      (212) 455-2502

     

    If
      to any
      Management Unitholder, to such person at the address set forth on the signature
      pages hereto.

     

    or
      to
      such other address or fax as hereafter shall be designated in writing by the
      applicable party sent in accordance herewith or in the records of the Company.
      

     

    Section
      14.2   Waiver
      of Notice.
      Whenever any notice is required to be given to any Member or Manager of the
      Company under the provisions of the Act, the Certificate or this Agreement,
      a
      waiver thereof in writing signed by the Person or Persons entitled to such
      notice, whether before or after the time stated therein, shall be deemed
      equivalent to the giving of such notice. 

     

    Section
      14.3   No
      Company Seal.
      The
      Company shall not have a Company seal, and no agreement, instrument or other
      document executed on behalf of the Company that would otherwise be valid and
      binding on the Company shall be invalid or not binding on the Company solely
      because no Company seal is affixed thereto.

     

    Section
      14.4   Amendment
      or Modification.
      The
      power to adopt, alter, amend or repeal this Agreement is vested solely in the
      Members. Except for the amendments contemplated by Sections 2.1, Section 2.3,
      and Section 2.4 hereof and subject to the provisions of Section 4.1, this
      Agreement may be altered or amended only by the vote or written consent of
      MDC
      and holders of a majority of the outstanding Class B Units; provided that,
      in
      the event that an amendment does not affect the interests of any holder of
      Class
      B Units other than Zyman, then such amendment may only be effected with the
      vote
      or written consent of MDC and Zyman (it being understood that the consent of
      any
      other holders of Class B Units shall not be required to effect such
      amendment).

     

    Section
      14.5   Binding
      Effect; Assignment.
      Subject
      to the restrictions on transfer and assignment set forth in Article X of this
      Agreement, this Agreement is binding on and inures to the benefit of the Members
      and their respective successors and assigns, including without limitation,
      any
      Lender who exercises a default remedy under any agreement entered into in
      connection with an MDC Financing. Except as expressly provided herein, none
      of
      the Company, Zyman nor any Management Unitholder shall be entitled to assign
      any
      of its rights or obligations under this Agreement. Except as expressly provided
      herein, the rights and obligations of MDC under this Agreement shall be freely
      assignable; provided that, except in connection with a transfer by MDC of its
      Units (in which case MDC shall have no further obligations hereunder), MDC
      shall
      continue to remain liable for any of its obligations under this Agreement in
      the
      event that MDC assigns its rights hereunder.

     

    Section
      14.6   Governing
      Law; Severability.
      This
      Agreement is governed by and shall be construed in accordance with the law
      of
      the State of Delaware without regard to the principles of conflict of laws
      thereof. In the event of a direct conflict between the provisions of this
      Agreement and any provision in the Certificate or any mandatory provision of
      the
      Act, the applicable provisions of the Certificate or the Act shall control.
      If
      any provision of this Agreement or the application thereof to any Person or
      circumstance is held invalid or unenforceable to any extent, the remainder
      of
      this Agreement and the application of that provision to other Persons or
      circumstances is not affected thereby and that provision shall be enforced
      to
      the greatest extent permitted by law.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    Section
      14.7   Counterparts.
      This
      Agreement may be executed by the parties hereto in any number of counterparts,
      each of which shall be deemed an original, but all of which shall constitute
      one
      and the same agreement.

     

    Section
      14.8   Entire
      Agreement.
      This
      Agreement, including the other documents referred to herein and the Exhibits
      and
      Schedules hereto that form a part hereof, contains the entire understanding
      of
      the parties hereto with respect to the subject matter contained herein and
      therein. This Agreement supersedes all prior agreements and understandings
      between the parties with respect to such subject matter, including without
      limitation, the Original Operating Agreement.

     

    Section
      14.9   Consent
      and Acknowledgement.
      Sergio
      Zyman, Sergio Zyman & Company (a Georgia corporation), and each of the
      parties hereto hereby consent and agree (i) to the proposed 2008 Acquisitions
      by
      the Company; (ii) to the proposed hiring of each of Scott Miller and David
      Morey, on the terms and conditions proposed and presented to the Company's
      Board
      of Managers; and (iii) that the proposed duties and responsibilities of Sergio
      Zyman and Sergio Zyman & Company, after giving effect to the 2008
      Acquisitions and the hiring of Scott Miller and David Morey, shall not
      constitute "good reason" as defined in Section 5 of that certain Personal
      Services Agreement dated as of April 1, 2007.

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Second Amended and Restated Limited Liability
      Company Agreement as of the day and year first above written.

     

    
      	 	
              MDC
                PARTNERS INC.

               

              By:
                ___________________________________

              Name: Graham
                Rosenberg

              Title: Managing
                Director

               

              By:
                ___________________________________

              Name: Mitchell
                Gendel

              Title: Secretary

               

              ZG
                ACQUISITION INC.

               

              By:
                ___________________________________

              Name: 

              Title: 

               

              By:
                ___________________________________

              Name: 

              Title: 

               

              ZYMAN
                COMPANY INC.

               

              By:
                ___________________________________

              Name:

              Title:

               

              ZYMAN
                GROUP LLC

               

              By: __________________________________

              Name:

              Title:

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              MANAGEMENT
                UNITHOLDER

               

              By: __________________________________

              Name:

              Address:  
                c/o
                MDC Partners Inc.

              45
                Hazelton Avenue

              Toronto,
                Ontario

              Canada
                M5R 2E3

               

              SERGIO
                ZYMAN & COMPANY

               

              By: __________________________________

              Name:

              Title:

               

              By:
                ___________________________________

              Sergio
                Zyman

            


    

     

    
      
        
        

      

      
        2