Exhibit 10.3.2

    

    


    AMENDED
AND RESTATED

    LIMITED
LIABILITY COMPANY AGREEMENT

    OF

    INTEGRATED
MEDIA SOLUTIONS PARTNERS LLC

    


    THIS AMENDED AND RESTATED OPERATING
AGREEMENT (this "Agreement") dated May 6, 2010
and effective as of April 30, 2010, is made and entered into by and among INTEGRATED MEDIA SOLUTIONS PARTNERS
LLC, a Delaware limited liability company (the "Company"), MF + P ACQUISITION CO., a
Delaware corporation ("MDC
Holdco"), and INTEGRATED
MEDIA SOLUTIONS, LLC, a New York limited liability company ("IMS Holdco", together with MDC
Holdco, are collectively referred to as the "Members" and individually a
"Member").   Capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
such terms in Article XIII.

    


    WHEREAS, IMS Holdco formed the
Company as its sole member, owning 100% of the Membership Interests (as defined
in Section 13.1 hereof) in the Company, and entered into a Limited Liability
Company Agreement of the Company (the "Original Operating
Agreement");

    


    WHEREAS, pursuant to a General
Assignment, Bill of Sale and Assumption Agreement (the "Conveyance Document"),
effective as of April 30, 2010 (the "Effective Date"), a copy of which has
been delivered to MDC Holdco, IMS Holdco transferred to the Company
substantially all of its assets, subject to certain disclosed liabilities, and
its ongoing business (the "Business"), in exchange for
100% of the Membership Interests;

    


    WHEREAS, pursuant to the
Membership Unit Purchase Agreement effective as of the Effective Date (the
"Purchase Agreement"),
IMS Holdco sold, transferred, conveyed and delivered to MDC Holdco 750 Class A
Units, representing 100% of the issued and outstanding Class A Units (the "Purchase Transaction"), such
that immediately after giving effect to such transfer, the issued and
outstanding Units of the Company were as follows: MDC Holdco – 750 Class A
Units; IMS Holdco – 250 Class B Units; and

    


    WHEREAS, the Members now
desire to enter into this Agreement to supersede the Original Operating
Agreement, to provide for the admission of MDC Holdco as a member, and to
promote their interests and those of the Company by making provisions in this
Agreement to govern their relations as Members;

    


    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 650 Fifth Avenue, New York, New York, 10017, 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.

    


    ARTICLE
II

    MEMBERS;
MEMBERSHIP INTERESTS; UNITS

    


    Section 2.1           Members
and Membership Units.  The Company is authorized to issue 750
Class A Units and 250 Class B Units, all of which have been issued and are
outstanding, and allocated among the Members as set forth on Schedule 2.1.  Upon
any change in the Members or Units, including by reason of the issuance of
additional Units, 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.


    
      
         


      

      
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    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, and (v) voting rights equal to one (1) vote per Unit.

    


    (b)           Class B Units. The
Class B Units shall have the following characteristics: (i) an initial Unit
Capital Account, (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, and (v) voting rights equal to one (1) vote per Unit.

    


    Section 2.3           Transfer
of Units.  In the event a Member sells 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.  Upon the acquisition by MDC Holdco of any other Units pursuant
to the procedures set forth in Article X hereof, MDC Holdco shall have all of
the rights, powers and duties associated with such Units.

    


    Section 2.4           Additional
Members and Membership Interests.  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 Members 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.

    


    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.

    


    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 (the "Employment Agreements"), 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.


    
      
         


      

      
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    Section 2.7           Certification
of Units. The Company may at its election issue certificates to the
Members representing the Units held by such Member. If such election is approved
by the Managers, then this Section 2.7 shall apply and not
otherwise:

    


    (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.

    


    (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.

    


    ARTICLE
III

    CAPITAL
CONTRIBUTIONS; ALLOCATIONS AND DISTRIBUTIONS

    


    Section 3.1           Capital
Account; Capital Contributions.

    


    (a)           The
Capital Accounts of the Members shall be computed in accordance with Section 7.2
below.  The Members hereby recognize the following to be the factual
basis on which the Capital Accounts shall be so computed: (i) prior to the
purchase of Class A Units by MDC Holdco from IMS Holdco pursuant to the Purchase
Agreement, IMS Holdco made a capital contribution to the Company in an amount
equal to the fair market value of the Business, which fair market value the
Members agreed was equal to 133.33% of the fair market value of the actual
consideration paid by MDC Holdco to IMS Holdco pursuant to the Purchase
Agreement (the value of such consideration being the "Purchase Consideration
Value"); (ii) pursuant to the Purchase Agreement, MDC Holdco acquired
100% of the Class A Units and 75% of IMS Holdco's former aggregate Capital
Account in the Company and accordingly the Capital Account of MDC Holdco equals
the Purchase Consideration Value; and (iii) the remaining aggregate Capital
Account of IMS Holdco equals 33.33% of the Purchase Consideration
Value.


    
      
         


      

      
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    (b)           The
Members agree that for purposes of this Agreement, each of MDC Holdco and IMS
Holdco shall be deemed to have made initial Capital Contributions equal to their
initial Capital Account balance as set forth in Section 3.1(a) above, and on
Schedule A hereto, which
shall be adjusted by the Members as soon as the final Purchase Consideration
Value has been determined in accordance with the Purchase
Agreement.  The Members also agree that the Gross Asset Values (as
defined in Section 13.1 below) of all Business assets are to be determined as
set forth in Section 8 of the Conveyance Document (as defined in 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, 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,
      to those Members to whom GAAP 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 cumulative allocations to each such Member of Profits for
      such calendar years under this Section 3.3(a)(i) over any cumulative
      allocations to each such Member of Losses under Section 3.3(a)(ii) for
      such calendar years equals the amount of GAAP PBT so allocated to each
      such Member during such calendar years;
and

            


    

    


    
      	
               
      

            	
              (B)

            	
              Thereafter,
      to the Members holding Class A Units and Class B Units pro rata in
      accordance with the number of such Units held by
  them.

            


    

    


    (ii)           Losses
shall be allocated as follows:

    


    
      	
               
      

            	
              (A)

            	
              First,
      to the extent of any excess of Profits allocated under Section
      3.3(a)(i)(B) over Losses allocated under this Section 3.3(a)(ii)(A), 100%
      to the Members in the proportion in which such excess was
      allocated;

            


    


    
      
         


      

      
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              (B)

            	
              Second,
      to the extent of any excess of Profits allocated under Section
      3.3(a)(i)(A) over Losses allocated under this Section 3.3(a)(ii)(B), 100%
      to the Members in the proportion in which such excess was
      allocated;

            


    

    


    
      	
               
      

            	
              (C)

            	
              Third,
      to the Members holding Class A Units and Class B Units pro rata in
      accordance with the number of such Units held by
  them.

            


    

    


    (b)          In
the case of any property contributed to the Company by any Member which at the
time of contribution has an adjusted tax basis which differs from its fair
market value, items of Profits, Losses, income, gain and deduction for income
tax purposes shall be allocated as required under Section 704(c) of the Code to
take into account such difference.   The parties agree that such
allocations will be made following the traditional method with remedial
allocations.

    


    (c)           Notwithstanding
anything to the contrary in this Agreement, all items of income attributable to
any: (A) change in method of accounting for a taxable period ending on or prior
to the Effective Time or a change in method required on account of the
transactions contemplated to occur on the Effective Time, whether under Section
481 or otherwise; (B) "closing agreement" as described in Code Section 7121 (or
any corresponding or similar provision of state, local, or foreign income tax
law); and (C) installment sale or open transaction disposition made on or prior
to the Effective Time, shall be allocated 100% to IMS Holdco.  The
Members agree that if the allocation provided for in the preceding sentence
cannot be done, the Managers shall cause the Company to allocate items of
income, gain, deduction, and loss among the Members to achieve substantially the
same results as if such allocation had been done.  In addition, an
amount of income equal to any income triggered to MDC Holdco and/or the Company
on account of any deemed assumption by either or both of them of any deferred
revenue of IMS Holdco as of the Effective Time shall be allocated 100% to IMS
Holdco.

    


    (d)           Any
item of taxable income, gain, loss or deduction of the Company (as well as any
credits or the basis of property to which such credits apply) as determined for
federal income tax purposes shall be allocated in the same manner as the
corresponding income, gain, loss, or deduction is allocated under Section 3.3(a)
(as modified by Section 3(e)).  Allocations pursuant to this Section
3.3(d) are solely for purposes of federal, state, and local taxes and shall not
affect, or in any way be taken into account in computing, any Member’s Capital
Account or share of Profits, Losses, other items, or distributions pursuant to
any provision of this Agreement.

    


    (e)           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.


    
      
         


      

      
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    (2)           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(e)(2) shall be
allocated to the Members with positive balances in their Capital Accounts, as a
class pro rata in proportion to such positive balances.

    


    (3)           The
allocations set forth in Sections 3.3(e)(1) and (2) and Sections 3.3.(f)(1) and
(2) (collectively, 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.

    


    (4)           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 the remedial method under Section 704(c) of the
Code.

    


    (5)           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).

    


    (f)           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(e)(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(e)(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 Units.

    


    (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 Units, 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 equal its
Units.

    


    (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 cause or increase an Adjusted Capital Account Deficit for
any Member.


    
      
         


      

      
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    (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, 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(f)(7) shall not alter the amount of
allocations among the Members pursuant to this Section 3, but merely the
character of income so allocated.

    


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

    


    (h)           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.

    


    (i)           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
shall be final, binding and conclusive upon all of the Members.

    


    Section 3.4           Distributions.

    


    (a)           Subject
to the making of the Tax Distributions (as defined in clause (b) below), to the extent permitted by the
Act, the Company shall distribute Cash Flow (as defined in Section 13.1) of the
Company as follows:

    


    
      	
               
      

            	
              (i)

            	
              first,
      distributions of Cash Flow generated by the Company in respect of any
      calendar year, shall be distributed 100% to the holders of the Class A
      Units in an amount equal to the sum of (a) the allocation to such holders
      of GAAP PBT under Section 3.5(a) for such calendar year plus (b) the Class
      A Distribution Shortfall Amount (as defined in Section 13.1) for such
      year; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              thereafter,
      distributions of Cash Flow generated by the Company in respect of any
      calendar year shall be distributed to the holders of the Class B Units in
      an amount no greater than the sum of (a) the allocation to such holders of
      GAAP PBT under Section 3.5(a) for such calendar year plus (b) the Class B
      Distribution Shortfall Amount (as defined in Section 13.1) for such
      year.

            


    

    


    Distributions
described above shall be made on a quarterly basis, generally in arrears, based
upon the financial statements of the Company and its subsidiaries then available
to the Managers.


    
      
         


      

      
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    (b)           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 at least sufficient for each Member to meet such Member's
required federal, state and local income tax payments in respect of such
Member's distributive share of the Company's taxable income for the current or
the prior fiscal year calculated at the maximum individual tax rates for a
resident of New York City taking into account the deduction allowable for
federal income taxes of any state income taxes (which tax payments shall include
(i) estimated tax payments in respect of the current fiscal year and (ii) any
remaining payments of income tax on account of the prior fiscal year not funded
out of Tax Distributions in respect of estimated payments for such prior fiscal
year) (the "Tax Distributions").  For
purposes hereof, if a Member is a "pass-through" entity for income tax purposes,
the Tax Distributions required hereby shall be made in amounts which are at
least sufficient to meet the tax payment requirements of the stockholders or
members of such Member in respect of their allocated Profits hereunder. For
purposes of Section 3.4(a) hereof, Tax Distributions shall be deemed to be
distributions of Cash Flow at the time of such Tax Distribution.

    


    (c)           Any
distribution of funds prior to the end of the fiscal year in which such funds
came into possession of the Company 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(c) 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(c).

    


    (d)           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.

    


    Section 3.5           Allocation
of GAAP PBT.

    


    (a)           GAAP
PBT (as defined in Section 13.1) for purposes of this Agreement shall be
allocated for any calendar year as follows:

    


    
      	
               
      

            	
              (i)

            	
              first,
      GAAP PBT shall be allocated to the Loss Account (as defined in Section
      3.5(b) below) until such Loss Account shall have been brought to
      zero;

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (ii)

            	
              next,
      with respect to calendar years 2010 through 2014, GAAP PBT generated by
      the Company in such years shall be allocated 100% to the holders of the
      Class A Units; and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              thereafter,
      with respect to all calendar years from and after 2015,  GAAP
      PBT generated by the Company in such year shall be allocated to the
      Members in accordance with the number of Units held by such
      Member.

            


    

    


    (b)           Allocation of Annual
Loss.  In the event that GAAP PBT for any year shall be less
than zero, such amount (expressed as a negative) shall be allocated to a loss
account (the "Loss
Account"), which shall be required to be brought to zero through
allocations of future year allocations of GAAP PBT pursuant to Section 3.5(a)(i)
before allocations of positive GAAP PBT shall be made to the
Members.

    


    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,
until MDC Holdco or one of its Affiliates has purchased and paid for 100% of the
Class B Units the taking of any of the actions listed in clauses (i) through
(xv) below shall
require the mutual agreement of MDC Holdco and IMS Holdco.  The mutual
agreement of MDC Holdco and IMS Holdco may be obtained by a vote at a meeting of
the Members or by the written consent of MDC Holdco and IMS Holdco.

    


    (i)           
a sale, lease or other disposition of all or substantially all or a significant
part of the assets or business of the Company or any subsidiary thereof, except
in connection with (x) a sale, lease or other disposition of all or
substantially all or a significant part of the assets or business or stock (an
"MDC Sale") of MDC
Partners Inc. ("MDC
Partners"); (y) an MDC Financing (as defined in Section 4.1(e) hereof) or
the exercise of a default remedy under any agreement entered into in connection
with an MDC Financing; or (z) any transfer by MDC Holdco or any of its
Affiliates of their respective interest in the Company to another wholly-owned
subsidiary of MDC Partners (an "MDC Internal Transfer") (for
purposes of this Agreement, in the event of any MDC Internal Transfer, the term
MDC Holdco as used in this Agreement shall include any such
transferee);

    


    (ii)           a
merger, consolidation or amalgamation of the Company or any subsidiary with and
into another Person or of another Person with and into the Company or any
subsidiary, except in connection with an MDC Sale, an MDC Internal Transfer or
an MDC Financing;


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    (iii)          the
authorization or issuance of additional Class A Units, Class B 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 IMS Holdco; 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);

    


    (iv)          an
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, a material amendment or modification to
the Certificate or this Agreement;

    


    (vi)          a
relocation of the Company's offices from either its current office location at
(a) 650 Fifth Avenue, New York, New York or (b) 50 S. Beverly Drive, Beverly
Hills, California, at any time while either lease thereon remains in effect
under such lease's terms in effect as of the Effective Date, unless such
relocation occurs as a result of the failure to obtain the consent of the
landlord in connection with the assignment of such lease;

    


    (vii)         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;

    


    (viii)        any
change in the name of the Company;

    


    (ix)           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 a MDC Internal Transfer;

    


    (x)           the
payment by the Company of any general management fee to any Member or one of
such Member's Affiliates;

    


    (xi)           a
fundamental change to the nature of the business of the Company and its
subsidiaries, taken as a whole;

    


    (xii)          the
formation of any subsidiaries of the Company or any of its
subsidiaries;


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    (xiii)        except
as otherwise may be required by law, and subject to (in all instances) the
approved profit plan and operating and capital expenditure budgets of the
Company and its subsidiaries, if any, and provided that at least one Principal
(as defined in the Purchase Agreement) is in the active employ of the Company,
(x) modify the salary, bonus or other incentive compensation of any employee of
the Company or any of its subsidiaries, or (y) adopt or amend any profit sharing
or other employee benefit or compensation plan for the Company or any of its
subsidiaries; provided, however, this clause
(xiii) shall not apply to the employment terms of Robert Ingram, whose
employment terms are set forth in his Employment Agreement, or any other
individual in the position of Chief Executive Officer of the
Company;

    


    (xiv)        except
as otherwise may be required by law, and subject to (in all instances) the
approved profit plan and operating and capital expenditure budgets of the
Company and its subsidiaries, if any, and provided that at least one Principal
is in the active employ of the Company, hire, or fire "without cause", any
employee of the Company or any of its subsidiaries whose annual salary is less
than $200,000, without the consent of the then Chief Executive Officer of the
Company (or if there is more than one such Chief Executive Officer, then any of
such Chief Executive Officers, it being understood that as of the date of this
Agreement Robert Ingram is the Chief Executive Officer of the Company);
and

    


    (xv)         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 4.1(a).

    


    (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.

    


    (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 as if such provisions were applicable to
such subsidiary.

    


    (d)          The
Members hereto further agree that the operations of the Company and its
subsidiaries shall be conducted (i) subject to Section 4.1(g) below, to
participate in the overall cash management and banking program of MDC Partners
(the "MDC Cash Management
Program"), and (ii) to comply on a timely basis with the financial
reporting and budgeting procedures 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.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    (e)           Notwithstanding
anything to the contrary contained in this Agreement, in consideration for the
payment of the purchase price pursuant to the Purchase Agreement and for other
good and valuable consideration, the Members hereby (i) agree that MDC
Partners  and/or one or more 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 Holdco'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 Call to, or to an agent or representative on behalf of, its bank or
lender or group of banks or group of lenders from time to time (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 to it.

    


    (f)           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 Partners 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. 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.

    


    (g)           The
Company shall comply with all applicable federal, state and local laws and the
Company shall provide reasonable assistance to MDC Partners 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.

    


    Section 4.2           Authority
of Managers.  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.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    Section 4.3           Number
and Qualifications of Managers.  As long as IMS Holdco owns
outstanding Units of the Company, there shall be five (5) Managers of the
Company of which MDC Holdco shall be entitled to appoint three (3) Managers and
IMS Holdco shall be entitled to appoint two (2) Managers (each Manager appointed
by IMS Holdco must be a full-time employee of the Company or one of its
subsidiaries); thereafter the Managers shall be elected in accordance with
Section 4.4.  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 initial designees of MDC Holdco are Gavin Swartzman,
Michael Sabatino and David Doft.  The initial designees of IMS Holdco
are Robert Ingram and Desiree Du Mont.

    


    Section 4.4           Election
and Term of Service.  At any 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.

    


    Section 4.5           Removal;
Filling of Vacancies.  As long as IMS Holdco owns outstanding
Units of the Company, only MDC Holdco can remove and replace its appointed
Managers and only IMS Holdco can remove and replace its appointed
Managers.  Following such time, 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, shall be held in New York, NY, unless otherwise agreed to by the
Managers.

    


    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 any annual meeting of Members, at which time any and all business may
be transacted.

    


    Section 4.8           Regular
Meetings.  The Managers shall notify each of the Members of
regular meetings of the Managers, which meetings shall be held 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 twenty-four hours’ notice to each Manager, either
personally or by mail (overnight service), telegram, 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.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    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 Holdco
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.

    


    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 or similar transmission by a
Manager, or a photographic, pdf, 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.


    
      
         


      

      
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    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.

    


    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.

    


    ARTICLE
V

    MEETINGS
OF MEMBERS

    


    Section 5.1           Annual
Meetings.  An annual meeting of the Members shall not be
required, but if called by any Member may 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, provided that there may be called no more than one such annual
meeting in any calendar year.  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 any Manager or Member.  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 New York, NY, unless otherwise agreed upon
by the Members.


    
      
         


      

      
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    Section 5.4           Notice of
Meetings.  Written or printed notice 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 or by mail, 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.

    


    Section 5.5           Quorum of
and Action by Members.  With respect to any matter, the holders
of at least a majority (or such higher percentage as may be required by law or
any other provision of this Agreement, including Section 4.1(a) above) 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 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 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.


    
      
         


      

      
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    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 hereby initially designate Robert Ingram as
Chief Executive Officer of the Company, Desiree Du Mont as President of the
Company, Ron Corvino as President of the Company, Joe Volpe as Chief Operating
Officer of the Company, Mitchell Gendel as Vice President and Secretary of the
Company,  Michael Sabatino as Vice President and Treasurer of the
Company, Gavin Swartzman as Vice President, Development of the Company, Edward
Kipperman as Vice President, Taxation of the Company and Doreene Weiner as
Director, Treasury Operations of the Company.

    


    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.  An individual capital account (the "Capital Account") shall be
maintained by the Company for each Member as provided below:


    
      
         


      

      
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    (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
allocated to such Member or its predecessor in interest for federal income tax
purposes, (iii) debited by the amount of any Losses allocated to such
Member or its predecessor in interest for federal income tax purposes,
(iv) debited by such Member's (or such predecessor's) allocable share of
expenditures of the Company not deductible in computing the Company's taxable
income and not properly chargeable as capital expenditures, including any
nondeductible book amortization of capitalized costs, and (v) 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 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.

    


    (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
IMS Holdco's Capital Account with respect to such 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 Holdco.  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.  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:


    
      
         


      

      
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    (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 under Section 754 of the Code to adjust the basis of the Company's assets
pursuant to Sections 734 and 743 of the Code.

    


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

    


    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 Holdco 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.


    
      
         


      

      
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    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.  After making payment or provision for all debts and
liabilities of the Company, if determined to be necessary under the
circumstances by the Managers, the Members' Capital Accounts shall be adjusted
by debiting or crediting each Member's Capital Account with its respective share
of the hypothetical gains or losses resulting from the assumed sale of all
remaining assets of the Company for cash at their respective fair market values
as of the date of dissolution of the Company in the same manner as gains and
losses on actual sales of such properties are allocated under Section 3.3 and
Section 3.5 hereof.  The liquidating trustee shall then by payment of
cash or property make distributions to the Members in accordance with their
respective Capital Accounts.  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, subject to the
applicable provisions of 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 Sections 3.3 and 3.5
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) and (b) 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".

    


    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.


    
      
         


      

      
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    ARTICLE
X

    RESTRICTIONS
ON TRANSFERS; LIQUIDITY RIGHTS

    


    Section 10.1         Assignment
by the Members.  For so long as IMS Holdco owns Units, no Class
A Unit shall be sold or transferred without the consent of IMS Holdco, except in
connection with (i) an MDC Sale, (ii) an MDC Internal Transfer, (iii) a sale
described in Section 10.2(b) or (iv) an MDC Financing or the exercise of a
default remedy under any agreement entered into in connection with an MDC
Financing.  Except as set forth in Section 10.2(b), no Class B Unit
shall be sold, transferred, assigned, pledged or otherwise disposed of, in whole
or in part, without the written consent of MDC Holdco to such transfer, which,
in the case of a transfer in connection with a distribution to the direct or
indirect members of IMS Holdco or for tax or estate planning purposes, shall not
be unreasonably delayed or withheld (but which shall require, without
limitation, that such Class B Units so transferred continue to be subject to the
applicable Call under Sections 10.2(a) and
10.2(c)
hereof).  Any purported transfer by IMS Holdco or other permitted
holder of Class B Units of all or any of its Units, any purported assignment by
IMS Holdco or other permitted holders of Class B Units of any of its rights
under this Agreement, and any purported delegation by IMS Holdco or other
permitted holders of Class B Units of any of its duties or obligations under
this Agreement (which shall in no way relieve IMS Holdco or such other permitted
holder of Class B Units of responsibility for the performance of any such duties
and obligations), in contravention of any of the provisions of this Agreement,
will be null and void ab
initio and of no force and effect.  Notwithstanding the
foregoing, nothing contained in this Agreement shall prevent the indirect sale
of Units as part of any transaction involving a change of control of MDC
Partners or its successors.

    


    Section 10.2         Call
Rights of MDC Holdco; Permitted IMS Holdco Liquidity
Actions.

    


    (a)           MDC Holdco
Call.  At any time during the first calendar quarter of any
calendar year commencing with calendar year 2015 (each, a "Call Period"), MDC Holdco
shall have the right (but not the obligation) to require IMS Holdco to sell to
it (a "Call"),
all  of the Class B Units owned by IMS Holdco.  MDC may
exercise the Call at any time during the Call Period, and may do so by
delivering written notice of exercise (a "Call Exercise Notice") to IMS
Holdco during the Call Period.  The purchase and sale of such Units
upon the exercise of this Call shall be made in accordance with the provisions
set forth in Section 10.4.


    
      
         


      

      
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    (b)           IMS Holdco Sale
Request.

    


    (i)           In
the event that MDC Holdco has not yet exercised its Call right pursuant to
Section 10.2(a) and the Sale Request Condition (as defined below) has then been
met, during any applicable Sale Request Period (as defined below), IMS Holdco
shall have the right (but not the obligation) to request that MDC Holdco
purchase from it (a "Sale
Request") all of the Class B Units owned by IMS Holdco; provided, however, the parties
hereto agree that IMS Holdco shall not be permitted to exercise a Sale Request
if, in the reasonable determination of MDC Holdco's accountants, the purchase by
MDC Holdco of IMS Holdco's Class B Units pursuant to this Section 10.2(b) would
result in the failure of the "Goodwill Impairment Test" under FASB 142 (or any
successor provision) with respect to such purchase. For purposes of this Section
10.2(b), (x) the "Sale Request
Condition" shall be: (i) if the applicable Sale Request Period is during
calendar year 2014, that MDC Holdco has received allocations of GAAP PBT under
Section 3.5(a) hereof since the Effective Time in an amount equal to at least
the sum of (A) the result of (I) the sum of (1) FAP divided by the Split
Percentage (as defined herein) applicable to FAP, (2) SAP divided by the Split
Percentage applicable to SAP, (3) TAP divided by the Split Percentage applicable
to TAP and (4) FOAP divided by the Split Percentage applicable to FOAP (as each
of FAP, SAP, TAP, FOAP and Split Percentage is defined in the Purchase
Agreement) paid or payable as of such date, divided by (II) 90%,
(B) the 2010 Growth Payment (as defined in the Purchase Agreement) and (C)
$24,000,000; or (ii) if the applicable Sale Request Period is during any
calendar year other than calendar year 2014, that MDC Holdco has received
allocations of GAAP PBT under Section 3.5(a) hereof since the Effective Time in
an amount equal to at least the sum of (A) the result of (I) the sum of the
fractions, the numerators of which are each Additional Payment (as defined in
the Purchase Agreement) paid or payable in respect of periods prior to such
date, and the denominators of which are the Split Percentages applicable to such
Additional Payment, divided by (II) 90%,
(B) the 2010 Growth Payment and (C) $30,000,000; and (y) the "Sale Request Period" shall be
any of: (i) the first calendar quarter of calendar years 2011, 2012, 2013 and
2014 and (ii) the second calendar quarter of calendar year 2015 and any calendar
year thereafter.

    


    (ii)          IMS
Holdco may make a Sale Request by delivering written notice (a "Sale Request Notice") to MDC
Holdco at any time during the applicable Sale Request Period; provided that IMS
Holdco may not make more than one Sale Request in any 12-month
period.  MDC Holdco shall have thirty (30) days following receipt of
the Sale Request Notice to accept IMS Holdco's Sale Request, which acceptance
shall be exercised by delivering written notice (a "Sale Request Acceptance
Notice") to IMS Holdco within such thirty day period.

    


    (iii)         If
such Sale Request Acceptance Notice is delivered (an "Accepted Sale Request"), the
Class B Units shall be sold to MDC Holdco in accordance with the provisions set
forth in Section 10.4, with the date of delivery of the Sale Request Acceptance
Notice being the exercise date.


    
      
         


      

      
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    (iv)         In
the event that MDC Holdco shall not have delivered a Sale Request Acceptance
Notice during such thirty (30) day period, then (x) IMS Holdco shall have the
right for twelve (12) months to solicit bona-fide offers for a sale of its Class
B Units and MDC Holdco's Class A Units to an unaffiliated third party (the
"Prospective
Purchaser"), (y) upon the receipt of such offer, IMS Holdco shall deliver
written notice (a "Third Party
Offer Notice") of such offer to MDC Holdco, which notice shall identify
the Prospective Purchaser and shall describe the material terms of such offer,
and (z) for a period of thirty (30) days after receipt of the Third Party Offer
Notice, MDC Holdco shall have the right to deliver a Sale Request Acceptance
Notice and (A) if such Sale Request Acceptance Notice is delivered, MDC Holdco
shall acquire the Class B Units as described above in this Section 10.2 and no
Member shall be permitted to consummate a sale to the Prospective Purchaser or
(B) if a Sale Request Acceptance Notice is not delivered, IMS Holdco shall, for
a period of one hundred twenty (120) days, be permitted to consummate the sale
of its Class B Units to such Prospective Purchaser, and IMS Holdco shall have
the right to require MDC Holdco to sell its Class A Units to such Prospective
Purchaser on substantially the same terms and conditions (taking into account
the economic differences, if any, between Units).

    


    (c)           Termination
Call.  Notwithstanding the periods described in Sections
10.2(a) and (b) above, in the event that a Principal shall no longer be an
employee of the Company for any reason whatsoever (a "Departing Principal"), then at
any time following the effective date of such termination (the "Date of Termination"), MDC
Holdco shall have the right, subject to the proviso contained in this Section 10.2(c), to
exercise a Call, exercisable by delivery to IMS Holdco of a Call Exercise
Notice, in respect of a number of IMS Holdco's Class B Units equal to the number
of Class B Units indirectly owned by the Departing Principal; provided, however, MDC Holdco
shall not be permitted to exercise a Call under this Section 10.2(c) for a
period of 20 days following the Date of Termination (the "Waiting Period") and during
such Waiting Period, IMS Holdco and/or the Principals who are in the
then-current employ of the Company (the "Remaining Principals"), shall
have the right to purchase all of the Departing Principal's equity interests in
IMS Holdco as of the Date of Termination upon terms and conditions agreed upon
by IMS Holdco and the Principals, so long as notice of such purchase has been
delivered in writing to MDC Holdco prior to the expiration of the Waiting Period
indicating a binding commitment on behalf of IMS Holdco and/or the Remaining
Principals to purchase such equity interests within 60 days following the
expiration of the Waiting Period.  In the event such purchase does not
occur within such 60-day period, MDC Holdco shall be entitled to exercise a Call
pursuant to this Section 10.2(c).

    


    Section 10.3        Binding
Obligations Upon Exercise of a Call or an Accepted Sale
Request.  Upon the proper delivery of a Call Exercise Notice or
a Sale Request Acceptance Notice, IMS Holdco shall be obligated to sell to MDC
Holdco, and MDC Holdco shall be obligated to purchase from IMS Holdco, the Units
subject to the Call or the Accepted Sale Request, as applicable, pursuant to the
terms of this Article X.


    
      
         


      

      
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    Section 10.4         Purchase
Price.

    


    (a)           Calculation/Payment of the
Purchase Price for Class B Units. In connection with the exercise of a
Call under Section 10.2(a) or Section 10.2(c) or an Accepted Sale Request for
Class B Units, MDC Holdco shall calculate and pay in the aggregate to holders of
such Units, the following amounts (collectively, with respect to any such Call
or Accepted Sale Request, the "Class B Purchase
Price"):

    


    (i)           within
30 calendar days following the determination of PBT for YP-1 becoming final and
binding on the parties hereto, but in no event earlier than the Class B Closing
Date, an amount (the "First
Payment") equal to:

    


               AP  x  {(PBT for YP-1)
x  5.0} – {the Reduction Amount}

            3

    


    (ii)           within
30 calendar days following the determination of PBT for YP becoming final and
binding on the parties hereto, but in no event earlier than the Class B Closing
Date, an amount (the "Second
Payment") equal to:

    


      AP x {((PBT for YP-1) + (PBT for
YP)) x 5.0} – {First Payment} – {the Reduction Amount}

                 
3

    


    (iii)          within
30 calendar days following the determination of PBT for YP+1 becoming final and
binding on the parties hereto, an amount (the "Final Class B Payment") equal
to:

    


    AP x
{((PBT
for YP-1) + (PBT for YP) + (PBT for YP+1)) x AM} – {First Payment +
Second Payment} – {the Reduction Amount}

                                                                   3

    


    (b)           If
any calculation of the Class B Purchase Price results in an amount which is
equal to or less than zero, such Class B Purchase Price payment shall be deemed
to be zero and accordingly the seller of the Units pursuant to such Call or
Accepted Sale Request shall not be under any obligation to pay such negative
amount (expressed as a positive number).

    


    (c)           Other
Definitions.

    


    (i)           "AM" shall mean 5.0, and may be
increased by one or
more of the following:

    


    (x)           by
0.25, if Average Annual PBT Growth Rate is 10% or greater;

    


    (y)           by
0.25, if Average PBT Margin for the Measuring Period (as defined below) is 25%
or greater; and

    


    (z)           by
0.50, if within a reasonable period of time prior to the applicable Class B
Closing Date, the Principals have indentified successor management of the
Company, reasonably satisfactory to the Chief Executive Officer of MDC Partners,
and such successor management have agreed to employment terms and protective
covenants satisfactory to MDC Holdco.


    
      
         


      

      
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    (ii)           "Applicable Percentage" or
"AP" shall mean (a) the
number of Class B Units being sold pursuant to a Call or an Accepted Sale
Request, divided by (b) the total number of outstanding Units.

    


    (iii)          "Average Annual PBT Growth
Rate" shall mean the result of (x) the sum of (1) (A) PBT for YP+1 less PBT for YP
divided by (B) PBT for YP, (2) (A) PBT for YP less PBT for YP-1
divided by (B) PBT for YP-1, and (3) (A) PBT for YP-1 less PBT for YP-2
divided by (B) PBT for YP-2, divided by (y) 3.

    


    (iv)          "Average PBT Margin" shall
equal the percentage equivalent of the quotient determined by dividing (a) the
total PBT for the Measuring Period, by (b) the total Revenues for the Measuring
Period.

    


    (v)           "Direct Billings of Expenses"
shall mean any third party costs that are billed to a particular client,
excluding any mark-up to such client on such costs.

    


    (vi)          "Measuring Period" shall mean
the calendar year or years included in the applicable Class B Purchase Price
calculation.

    


    (vii)         "Pass Through of Third Party
Costs" shall mean any component of a particular client invoice that is
dispersed (or will ultimately be dispersed) directly to a third party (other
than independent contractors) in connection with the funding of a service
relating to that client's campaign, engagement or business, whether or not such
Person acts as an agent or as a principal with respect to such
client.

    


    (viii)        "PBT" for any relevant period
shall mean the consolidated net income (loss) of the Company and its
subsidiaries (if any) before provision for all federal, state and local income
taxes for such period, determined in accordance with GAAP; provided, however, that for
calendar year 2010, 2010 PBT shall mean the sum of (x) the consolidated PBT of
IMS Holdco and its subsidiaries, if any, from January 1, 2010 through and
including the Effective Date (the "Pre-Closing Period") and (y)
the consolidated PBT of the Company and its subsidiaries, if any, as of the
Effective Time through and including December 31, 2010 (the "Post-Closing
Period"); provided further, however, in making
the foregoing determinations:

    


    (1)           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 (or any predecessor entity), is the named
beneficiary or is otherwise entitled to recovery, shall be included as income,
and the premium expense related to any such life insurance policy shall not be
treated as an expense;

    


    (2)           intercompany
management fees charged by MDC Holdco or any of its Affiliates (as defined in
Section 13.1 hereof) to the Company or any of its subsidiaries, shall not be
treated as an expense, unless such fees have been approved by the parties in
accordance with this Agreement, and such fees replace an expense that would
otherwise be paid by the Company to a third party;


    
      
         


      

      
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    (3)           any
Losses (as defined in Section 7.2 of the Purchase Agreement) of a Purchaser
Indemnified Party (as defined in Section 7.2 of the Purchase Agreement) which
give rise to an indemnity payment pursuant to the indemnification provisions of
Section 7.2 of the Purchase Agreement and which are fully assumed by IMS Holdco
and/or the Principals or as to which such Purchaser Indemnified Party has been
reimbursed (by offset or otherwise), shall not be treated as an expense, and
there shall be excluded from income any amount received by such Purchaser
Indemnified Party pursuant thereto;

    


    (4)           any
indemnity payments made by a Purchaser Indemnified Party to any Company
Indemnified Party (as defined in Section 7.3 of the Purchase Agreement) shall
not be treated as an expense;

    


    (5)           there
shall be no charge against income for the payment or accrual of any component of
any Purchase Price payment pursuant to the Purchase Agreement or any component
of any Class B Purchase Price payment;

    


    (6)           the
fees and disbursements of the Company's attorneys, accountants and financial
advisors incurred prior to or after the Closing (as defined in Section 2.3 of
the Purchase Agreement) in connection with the formation and organization of the
Company and the negotiation, preparation and execution of the Purchase Agreement
and the other documents delivered at such Closing that have either (x) been
expensed and paid prior to such Closing or (y) accrued for on the Closing
Balance Sheet (as defined in the Purchase Agreement), shall not be treated as an
expense;

    


    (7)           the
income (loss) of any subsidiary of the Company whose results of operations are
required to be consolidated with that of the Company under GAAP shall be
included only in proportion to the Company's direct or indirect ownership in
such subsidiary;

    


    (8)           any
extraordinary or unusual gains or losses, gains or losses from the sale of any
capital assets, and any gains or losses recognized by the Company or any of its
subsidiaries in connection with the sale or other disposition of any investments
by the Company or any of its subsidiaries shall be excluded from
income;

    


    (9)           the
fees and expenses of (1) the Accountants in preparing any Annual
Determination and year-end audit, (2) any audit performed in connection
with the Sarbanes-Oxley Act of 2002, as amended or modified from time to time,
or any successor statute, and any rules and regulations promulgated thereunder
and (3) any preparation of income tax returns, reports and related schedules, in
excess of $57,500 in any calendar year, shall not be treated as an
expense;

     

    (10)         if
the Company or any of its subsidiaries acquires any other Person pursuant to a
purchase of assets or stock, merger of similar transaction (an "Acquired Business") on or
after the date of this Agreement, the calculation of PBT shall exclude any net
profit (loss) derived by the Company and its subsidiaries from the Acquired
Business unless its inclusion has been agreed to by the Representative (as
defined in the Purchase Agreement);


    
      
         


      

      
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    (11)           any
transaction expenses incurred in connection with any potential or contemplated
acquisition shall not be included as an expense;

     

    (12)           any
write-off or amortization of goodwill or other intangibles arising out of the
purchase of the Purchased Units (as defined in the Purchase Agreement) pursuant
to the Purchase Agreement shall not be treated as an expense;

     

    (13)           there
shall be no charge for interest incurred on any loan to fund any payment of the
Purchase Price (as defined in the Purchase Agreement) or the Class B
Purchase Price under Sections 10.2 and 10.4 of this Agreement;

     

    (14)           the
fees and expenses of BDO Seidman LLP in preparing the audit for calendar year
2009 and any prior periods to the extent incurred in calendar year 2010 shall
not be treated as an expense for the purposes of 2010 PBT;

     

    (15)           any
interest costs or transaction fees incurred by the Company or any of its
subsidiaries resulting from an MDC Financing shall not be treated as an expense
except to the extent incurred by the Company under the MDC Cash Management
Program;

     

    (16)           any
distribution by IMS Holdco of any Class B Purchase Price proceeds to its members
or any employees of the Company pursuant to "phantom equity" documents as
disclosed in the Purchase Agreement and in accordance with Section 6.3 of the
Purchase Agreement shall not be treated as an expense;

     

    (17)           any
salary expenses payable to any individuals hired to replace any of the
Principals to the extent such Principals are also receiving severance payments
at the time such salary expenses are incurred shall not be treated as an
expense;

     

    (18)           PBT
shall reflect appropriate fair market compensation levels, including salary and
incentive bonuses;

     

    (19)           solely
with respect to the calculation of 2010 PBT, an amount equal to $239,404 with
respect to expenses incurred during the Pre-Closing Period shall not be treated
as an expense;

    


    (20)           for
each calendar year in respect of which an Extra Payment (as defined in the
Purchase Agreement) is required to be made under the Purchase Agreement, PBT
shall be reduced by an amount equal to the Extra Payment made in respect of such
calendar year; and

    


    (21)           Notwithstanding
anything to the contrary, PBT for calendar year 2009 shall be $9,409,000,
without further adjustment.


    
      
         


      

      
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    (ix)           "Reduction Amount" shall mean
(A) with respect to a Call under 10.2(c), an amount equal to (i) (a) in the case
of a Call being triggered by the termination of employment of Ingram or Desiree
(as each is defined in the Purchase Agreement), 36.5% or (b) in the case of a
Call being triggered by the termination of employment of Ron (as defined in the
Purchase Agreement), 27% multiplied by (ii) $2,666,667, multiplied by (iii) a
fraction, the numerator of which is the number of days in the period commencing
on the applicable Date of Termination and ending on December 31, 2012 (such
period, with respect to the applicable Call, the "Remaining Period"), and the
denominator of which is the number of days in the period commencing as of the
Closing Date (as defined in the Purchase Agreement) and ending on December 31,
2012 and (B) with respect to a Call under 10.2(a), an amount equal to
zero.

    


     (x)           "Revenues" during each relevant
calendar year of the Measuring Period, shall mean the commissions and fees,
mark-ups and hourly charges earned by the Company for work generated or
performed by employees or contractors and charged to clients determined in
accordance with GAAP; provided, however, that in
making such determination, Revenues shall not include any Pass Through of Third
Party Costs or Direct Billings of Expenses; provided further, however, that for
calendar year 2010, Revenues shall mean the sum of (x) the Revenues earned by
IMS Holdco during the Pre-Closing Period and (y) the Revenues earned by the
Company and its subsidiaries during the Post-Closing Period.

    


    (xi)           "YP" shall mean the calendar
year in which the Call Exercise Notice or the Sale Request Acceptance Notice, as
applicable, is delivered.

    


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

    


    (xiii)         "YP+1" shall mean the calendar
year immediately following YP.

    


    (xiv)        "YP-2" shall mean the calendar
year immediately preceding YP-1.

    


    (xv)         "Split Percentage" shall mean
"Applicable Percentage" as defined in the Purchase Agreement.


    
      
         


      

      
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    (d)           Accounting
Procedures.

    


    (i)         
  Commencing with calendar year 2010 and for every calendar year
thereafter, MDC Holdco shall prepare or, at its discretion, shall cause BDO
Seidman LLP or other independent accountant of national standing (the "Accountants") to prepare, in
accordance with GAAP, a report containing a consolidated balance sheet of the
Company and its subsidiaries, if any, as of the close of business on December 31
of each such calendar year, and a related consolidated statement of income of
the Company and its subsidiaries, if any, for the relevant calendar year then
ended, in each case together with a statement 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 GAAP PBT and
Adjusted GAAP PBT, 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 10.4 (the "Annual Determination"); provided, however, upon the
exercise of a Call or an Accepted Sale Request pursuant to this Article X, MDC
Holdco shall include or, at its discretion, shall cause the Accountants to
include, in any Annual Determination with respect to each calendar year during
the Measuring Period, (x) the applicable calculations of PBT, Average Annual PBT
Growth Rate, Revenues, Average PBT Margin and AM, and (y) all adjustments
required to be made to such audited financial statements in order to make the
calculations required under this Section 10.4.  MDC Holdco shall have
the option, in its sole discretion, to instruct the Accountants to audit the
annual financial statements and to determine the scope of such
audit.  MDC Holdco shall instruct the Accountants to deliver a copy of
each Annual Determination to IMS Holdco not later than 120 days after the end of
the period to which such Annual Determination relates; provided, however, any
delay of the Accountants to meet such timetable shall impose no liability on the
part of MDC Holdco.

    


    (ii)           If
IMS Holdco does not agree that any Annual Determination correctly states the
applicable calculations of GAAP PBT, Adjusted GAAP PBT, PBT, Average Annual PBT
Growth Rate, Revenues, Average PBT Margin or AM, as the case may be, for the
period under examination, IMS Holdco shall promptly (but not later than 30 days
after the delivery of such Annual Determination to IMS Holdco) give written
notice to MDC Holdco of any exceptions thereto (in reasonable detail describing
the nature of the disagreement asserted).  If IMS Holdco and MDC
Holdco 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 IMS Holdco
and MDC Holdco are unable to reconcile their differences in writing within 20
days after written notice of exceptions is delivered to IMS Holdco (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 IMS Holdco and MDC Holdco may agree) to resolve all items in
dispute.  If IMS Holdco does not give written notice of any exception
within 30 days after the delivery of an Annual Determination or if IMS Holdco
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.

    


    (iii)          In
the event the Independent Auditors are for any reason unable or unwilling to
perform the services required of it under this Section 10.4, then IMS Holdco and
MDC Holdco agree to select another mutually acceptable accounting firm to
perform the services to be performed under this Section 10.4 by the Independent
Auditors.  If IMS Holdco and MDC Holdco 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 IMS Holdco or MDC Holdco may request the Judicial
Arbitration and Mediation Services, Inc. ("JAMS") located in New York,
New York, or if JAMS is not so located, in the jurisdiction of closest proximity
to New York, New York. to appoint an independent firm of certified public
accountants to perform the services required under this Section 10.4 by the
Independent Auditors.  MDC Holdco, on the one hand, and IMS Holdco, on
the other hand, shall share the fees of the JAMS equally.  For
purposes of this Section 10.4(d) the term "Independent Auditors" shall
include such other accounting firm chosen in accordance with this clause
(iii).


    
      
         


      

      
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    (iv)          The
Independent Auditors shall determine the party (i.e., IMS Holdco or MDC Holdco)
whose asserted position as to the calculation of GAAP PBT, Adjusted GAAP PBT,
PBT, Average Annual PBT Growth Rate, Revenues, Average PBT Margin or AM, as the
case may be, for the period under examination before the Independent Auditors is
furthest from the determination of GAAP PBT, Adjusted GAAP PBT, PBT, Average
Annual PBT Growth Rate, Revenues, Average 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 JAMS 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 10.4.  IMS Holdco, on the one
hand, and MDC Holdco, 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. Upon the request by IMS Holdco, MDC Holdco shall request that
the Accountants make their work papers available to IMS Holdco and its
representatives after the completion of any audit of the financial statements of
the Company and its subsidiaries and/or to verify the calculations set forth in
any Annual Determination (in each case during normal business hours upon
reasonable advance notice at the principal offices of the Accountants);
provided, however, it is understood that the decision to make such work papers
available is solely that of the Accountants.

    


    (e)           Closing.  The
closing for each purchase and sale of Units (a "Class B Closing") pursuant to a Call
or Accepted Sale Request, as applicable, shall be held at the offices of the
Company within 30 days after the delivery of an Exercise Notice or Sale Request
Acceptance Notice.  The date on which the respective Class B Closing
takes place is referred to in this Agreement as its "Class B Closing Date".  At
each Class B Closing, the parties shall execute an Assignment of Unit Agreement
in form and substance reasonably acceptable to MDC Holdco and IMS Holdco 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 10.4
shall be free and clear of all claims, liens and encumbrances other than as
created by the provisions of this Agreement.  Prior to any Class B
Closing, the Company and IMS Holdco shall use their best efforts to obtain any
required governmental or regulatory approval or approvals.  MDC Holdco
shall have the right to postpone any scheduled Class B Closing until any such
governmental or regulatory approval is obtained.


    
      
         


      

      
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    (f)           Class B Purchase Price
Payment.  Payment of each component of the Class B Purchase
Price shall be made by MDC Holdco in cash by direct wire transfer to such
account as IMS Holdco may direct by written notice to the Purchaser given
pursuant to this Agreement.  Each component of the Class B Purchase
Price shall be deemed to include imputed interest to the extent required by the
Code.

    


    (g)           Effect of Events During Period Class B
Units Are Issued.  The parties hereto understand and agree that
under the terms of each Principal's Employment Agreement with the Company, such
Principal may be terminated for "Cause" or "without Cause" (as such terms are
defined in the Employment Agreements).  Accordingly, each of the
parties hereto agrees that if (a) any Principal 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 Holdco or any
of its Affiliates of this Agreement, (y) resulted in an adverse effect on any
Class B Purchase Price payment under this Agreement forming the basis for a
claim against MDC Holdco 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 10.4(d)
hereof.  In the event a Principal ceases to be employed by the
Company, regardless of the reason therefor, such event shall not affect the
right of IMS Holdco to receive any Class B Purchase Price payment under this
Agreement.

    


    (h)           Covenant to
Fund.  MDC Partners shall cause sufficient capital to be
available to MDC Holdco to meet its obligations to pay the Class B Purchase
Price pursuant to Article X of this Agreement.  If MDC Holdco
fails to meet its payment obligations under Article X of this Agreement,
then MDC Partners shall satisfy such payment obligations to the extent MDC
Holdco has failed to do so.

    


    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 or
her death shall extend to his or her legal representatives; but such rights
shall not be exclusive of any other rights to which he or she may be
entitled.


    
      
         


      

      
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    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.

    


    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 or her and incurred by him or her in such a
capacity or arising out of his or her status as such an individual, whether or
not the Company would have the power to indemnify him or her 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.


    
      
         


      

      
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    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;

    


    (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 or her duties for a
purpose reasonably believed by him or her 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         "Integrated
Media Solutions" Name.   The Members hereby agree that (a)
all right, title and interest in the trade name "Integrated Media Solutions" 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 the Principals shall
endeavor to have any materials, documents or other items that reference the name
"Integrated Media Solutions" or any variations thereof to be followed by the
words "an MDC Partners Company".


    
      
         


      

      
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    ARTICLE
XIII

    OTHER
DEFINITIONS

    


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

    


    "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 GAAP PBT" shall mean, for any
calendar (or partial) year, GAAP PBT for such calendar year less (A) (i) with
respect to calendar year 2010, $666,667 or (ii) with respect to calendar years
2011 or 2012, $1,000,000; plus (B) in the event
that a Principal's employment with the Company shall have been terminated prior
to December 31, 2012, an amount equal to the result of (x) the total Reduction
Amount applicable to any Call able to be made under Section 10.2(c) in respect
of such Principal, times (y) a fraction,
the numerator of which is the number of days in the Remaining Period occurring
during such calendar year and the denominator of which is the total number of
days in the Remaining Period.

    


    "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 New
York, NY.

     

    "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.

    


    "Cash Flow" shall mean the
consolidated amount of cash in respect of any calendar year of the Company and
its subsidiaries that the Board of Managers in its good faith discretion
believes is available for distribution to Members of the Company; provided,
however, with respect to distributions made in respect of calendar years 2010
through 2014, Cash Flow must be at least an amount necessary to satisfy the
distribution required pursuant to Section 3.4(a)(i).


    
      
         


      

      
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    "Class A Distribution Shortfall
Amount" with respect to any 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 calendar years since the Effective Time fell short of
the cumulative allocations to holders of Class A Units of GAAP PBT under Section
3.5(a) for such prior years.

    


    "Class B Distribution Shortfall
Amount" with respect to any 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 GAAP PBT under Section
3.5(a) for such prior years.

    


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

    


    "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.

    


    "Effective Time" shall mean
12:01a.m. on May 1, 2010.

    


    "GAAP PBT" shall mean, for any
calendar (or partial) year, the consolidated net income (loss) of the Company
and its subsidiaries (if any) before provision for all federal, state and local
income taxes for such period, determined in accordance with GAAP, and in
accordance with the procedures applicable to such determination set forth in
Section 10.4(d)
hereof; provided, however, for calendar
year 2010, GAAP PBT shall be calculated from and after the Effective Time
through December 31, 2010.

    


    "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, 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 reference to Section 3.1(b), and as set
forth in Section 8 to the Conveyance Document;

    


    
      
         


      

      
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      (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 or in connection with the grant of an interest in the Company as
consideration for the provision of services to or for the benefit of the Company
by an existing Member of a new Member; (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;

    

    


    
      (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;
and

    

    


    
      (iv)         The Gross
Asset Value of Company assets shall be increased (or decreased) to reflect any
adjustments to the adjusted basis of such assets pursuant to Code Section 734(b)
or Code Section 743(b), but only to the extent that such adjustments are taken
into account in determining Capital Accounts pursuant to Treasury Regulations
Section 1.704-1(b)(2)(iv)(m) and clause (vi) of the definition of Profits and
Losses herein; provided, however, that Gross Asset Values shall not be adjusted
pursuant to this clause (iv) to the extent the Managers determine that an
adjustment pursuant to clause (ii) of this definition is necessary or
appropriate in connection with a transaction that would otherwise result in an
adjustment pursuant to this clause (iv).

    

    


    If the
Gross Asset Value of an asset has been determined or adjusted pursuant to
clauses (i), (ii), or (iv) 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.  It is understood that the
Gross Asset Values of each of the assets of the Company on the date of execution
of this Agreement shall be determined as set forth in Section 8 of the
Conveyance Document.

    


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

    


    "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.


    
      
         


      

      
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    "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.

    


    "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.

    


    "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;

    


    
      
         


      

      
        39

        
          

        

      

      
         


      

    

    


    
      (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

    

    


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

    

    


    The
amounts of the items of Company income, gain, loss, or deduction available to be
specially allocated pursuant to Section 3.3(e) shall be determined by applying
rules analogous to those set forth in clauses (i) through (vii)
above.

    


    "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 a prepaid overnight
courier service, and in each case at the respective addresses set forth below or
such other address as such party may have fixed by notice:

    


    If to MDC
Holdco or MDC Partners, to:

    


    MDC Partners Inc.

    45
Hazelton Avenue

    Toronto,
Ontario

    Canada
M5R 2E3

    Attention:

    


    with a copy
to:

    


    MDC
Partners Inc.

    950 Third
Avenue

    
      New York,
NY 10022

      Attn:  Mitchell
Gendel, General Counsel

    


    
      
         


      

      
        40

        
          

        

      

      
         


      

    

    


    If to IMS Holdco, to:

    


    c/o BDR Company, LLC

    650 Fifth Avenue

    New York,
New York 10017

    Attention:
Robert Ingram

    


    with a copy
to:

    


    Moses
& Singer LLP

    405
Lexington Avenue

    New York,
New York 10174

    Attention:
Solomon P. Friedman, Esq.

    


    If to the Company, to:

    


    c/o MDC
Partners Inc.

    45
Hazelton Avenue

    Toronto,
Ontario

    Canada
M5R 2E3

    Attention:

    


    with a copy
to:

    


    MDC
Partners Inc.

    950 Third
Avenue

    New York,
NY 10022

    Attn:  Mitchell
Gendel, General Counsel

    


    or to
such other address 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.


    
      
         


      

      
        41

        
          

        

      

      
         


      

    

    


    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 and 10.4(e), and subject to the provisions of
Section 4.1, this Agreement may be altered or amended only by the unanimous vote
or unanimous written consent of MDC Holdco and IMS Holdco. The Managers may not
adopt, alter, amend or repeal any provision of this Agreement.

    


    Section 14.5         Binding
Effect.  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
permitted assigns, including without limitation, any Lender who exercises a
default remedy under any agreement entered into in connection with an MDC
Financing.

    


    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.

    


    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         Currency.  Whenever
used in this Agreement, the terms "Dollars" and "$" mean United States
Dollars.  All payments made hereunder shall be made in United States
Dollars.


    
      
         


      

      
        42

        
          

        

      

      
         


      

    

    


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

    


    
      
        	 
      	
                MF
      + P ACQUISITION CO.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Mitchell
      Gendel                                                          
      

              
	 
      	 
      	
                Name:
      Mitchell Gendel

              
	 
      	 
      	
                Title:
      Vice President and Secretary

              
	 
      	 
      	 
      
	 
      	
                INTEGRATED
      MEDIA SOLUTIONS, LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Robert
      Ingram                                                           
      

              
	 
      	 
      	
                Name:
      Robert Ingram

              
	 
      	 
      	
                Title:
      Chief Executive Officer

              
	 
      	 
      	 
      
	 
      	
                INTEGRATED
      MEDIA SOLUTIONS PARTNERS LLC

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                      
                  /s/ Mitchell
      Gendel                                                          
      

                

              
	 
      	 
      	
                Name:
      Mitchell Gendel

              
	 
      	 
      	
                Title:
      Vice President and Secretary

              


      

    

    


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            ARTICLE
      I

                                          
	
                                            FORMATION
      OF LIMITED LIABILITY COMPANY

                                          
	 
      	 
      
	
                                            Section
      1.1  Formation

                                          	
                                            2

                                          
	
                                            Section
      1.2  Purpose

                                          	
                                            2

                                          
	
                                            Section
      1.3  Offices; Registered Agent

                                          	
                                            2

                                          
	
                                            Section
      1.4  Filings and Foreign Qualification

                                          	
                                            2

                                          
	
                                            Section
      1.5  Term

                                          	
                                            2

                                          
	 
      	 
      
	
                                            ARTICLE
      II

                                          
	
                                            MEMBERS;
      MEMBERSHIP INTERESTS; UNITS

                                          
	 
      	 
      
	
                                            Section
      2.1  Members and Membership Units

                                          	
                                            2

                                          
	
                                            Section
      2.2  Classes of Units

                                          	
                                            3

                                          
	
                                            Section
      2.3  Transfer of Units

                                          	
                                            3

                                          
	
                                            Section
      2.4  Additional Members and Membership Interests

                                          	
                                            3

                                          
	
                                            Section
      2.5  Liability of Member

                                          	
                                            3

                                          
	
                                            Section
      2.6  Limitations on Members

                                          	
                                            3

                                          
	
                                            Section
      2.7  Certification of Units

                                          	
                                            4

                                          
	 
      	 
      
	
                                            ARTICLE
      III

                                          
	
                                            CAPITAL
      CONTRIBUTIONS; ALLOCATIONS AND DISTRIBUTIONS

                                          
	 
      	 
      
	
                                            Section
      3.1  Capital Account; Capital Contributions

                                          	
                                            4

                                          
	
                                            Section
      3.2  Withdrawal and Return of Capital
    Contribution

                                          	
                                            5

                                          
	
                                            Section
      3.3  Allocation of Profits and Losses

                                          	
                                            5

                                          
	
                                            Section
      3.4  Distributions

                                          	
                                            9

                                          
	
                                            Section
      3.5  Allocation of GAAP PBT

                                          	
                                            10

                                          
	 
      	 
      
	
                                            ARTICLE
      IV

                                          
	
                                            MANAGEMENT

                                          
	 
      	 
      
	
                                            Section
      4.2  Authority of Managers

                                          	
                                            14

                                          
	
                                            Section
      4.3  Number and Qualifications of Managers

                                          	
                                            15

                                          
	
                                            Section
      4.4  Election and Term of Service

                                          	
                                            15

                                          
	
                                            Section
      4.5  Removal; Filling of Vacancies

                                          	
                                            15

                                          
	
                                            Section
      4.6  Place of Meetings

                                          	
                                            15

                                          
	
                                            Section
      4.7  Annual Meetings

                                          	
                                            15

                                          
	
                                            Section
      4.8  Regular Meetings

                                          	
                                            15

                                          
	
                                            Section
      4.9  Special Meetings

                                          	
                                            15

                                          
	
                                            Section
      4.10  Quorum of and Action by Managers

                                          	
                                            16

                                          
	
                                            Section
      4.11  Approval or Ratification of Acts or Contracts by
      Members

                                          	
                                            16

                                          
	
                                            Section
      4.12  Action Without A Meeting

                                          	
                                            16

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      Section
      4.13  Telephone Meetings

                                                    	
                                                      16

                                                    
	
                                                      Section
      4.14  Interested Managers and Officers

                                                    	
                                                      16

                                                    
	
                                                      Section
      4.15  Manager's Compensation

                                                    	
                                                      17

                                                    
	
                                                      Section
      4.16  Time Devoted to Company

                                                    	
                                                      17

                                                    
	
                                                      Section
      4.17  Liability of Managers

                                                    	
                                                      17

                                                    
	 
      	 
      
	
                                                      ARTICLE
      V

                                                    
	
                                                      MEETINGS
      OF MEMBERS

                                                    
	 
      	 
      
	
                                                      Section
      5.1  Annual Meetings

                                                    	
                                                      17

                                                    
	
                                                      Section
      5.2  Special Meetings

                                                    	
                                                      17

                                                    
	
                                                      Section
      5.3  Place of Meetings

                                                    	
                                                      17

                                                    
	
                                                      Section
      5.4  Notice of Meetings

                                                    	
                                                      18

                                                    
	
                                                      Section
      5.5  Quorum of and Action by Members

                                                    	
                                                      18

                                                    
	
                                                      Section
      5.6  Action Without a Meeting

                                                    	
                                                      18

                                                    
	
                                                      Section
      5.7  Telephone Meetings

                                                    	
                                                      18

                                                    
	 
      	 
      
	
                                                      ARTICLE
      VI

                                                    
	
                                                      OFFICERS

                                                    
	 
      	 
      
	
                                                      Section
      6.1  Officers

                                                    	
                                                      19

                                                    
	 
      	 
      
	
                                                      ARTICLE
      VII

                                                    
	
                                                      ACCOUNTING
      AND TAX MATTERS; REPORTS; BANKING

                                                    
	 
      	 
      
	
                                                      Section
      7.1  Books and Records

                                                    	
                                                      19

                                                    
	
                                                      Section
      7.2  Capital Accounts

                                                    	
                                                      19

                                                    
	
                                                      Section
      7.3  Tax Matters Partner

                                                    	
                                                      20

                                                    
	
                                                      Section
      7.4  Tax Elections

                                                    	
                                                      20

                                                    
	
                                                      Section
      7.5  Bank Accounts; Investment of Company Funds

                                                    	
                                                      21

                                                    
	
                                                      Section
      7.6  Signature of Negotiable Instruments

                                                    	
                                                      21

                                                    
	 
      	 
      
	
                                                      ARTICLE
      VIII

                                                    
	
                                                      COVENANTS
      OF THE MEMBERS

                                                    
	 
      	 
      
	
                                                      Section
      8.1  Independent Accountants

                                                    	
                                                      21

                                                    
	 
      	 
      
	
                                                      ARTICLE
      IX

                                                    
	
                                                      DISSOLUTION,
      LIQUIDATION AND TERMINATION

                                                    
	 
      	 
      
	
                                                      Section
      9.1  Dissolution

                                                    	
                                                      21

                                                    
	
                                                      Section
      9.2  Liquidation

                                                    	
                                                      22

                                                    
	
                                                      Section
      9.3  Termination

                                                    	
                                                      22

                                                    
	
                                                      Section
      9.4  Claims of the Members

                                                    	
                                                      22

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        ARTICLE
      X

                                                      
	
                                                        RESTRICTIONS
      ON TRANSFERS; LIQUIDITY RIGHTS

                                                      
	 
      	 
      
	
                                                        Section
      10.1  Assignment by the Members

                                                      	
                                                        23

                                                      
	
                                                        Section
      10.3  Binding Obligations Upon Exercise of a Put or a
      Call

                                                      	
                                                        25

                                                      
	 
      	 
      
	
                                                        ARTICLE
      XI

                                                      
	
                                                        INDEMNIFICATION

                                                      
	 
      	 
      
	
                                                        Section
      11.1  Indemnification of Managers and Members

                                                      	
                                                        33

                                                      
	
                                                        Section
      11.2  Others

                                                      	
                                                        34

                                                      
	
                                                        Section
      11.3  Insurance and Other Arrangements

                                                      	
                                                        34

                                                      
	
                                                        Section
      11.4  Report to Members

                                                      	
                                                        34

                                                      
	
                                                        Section
      11.5  Definitions

                                                      	
                                                        35

                                                      
	
                                                        Section
      11.6  Severability

                                                      	
                                                        35

                                                      
	
                                                        Section
      11.7  Nonexclusivity of Rights

                                                      	
                                                        35

                                                      
	 
      	 
      
	
                                                        ARTICLE
      XII

                                                      
	
                                                        ADDITIONAL
      AGREEMENTS

                                                      
	 
      	 
      
	
                                                        Section
      12.1  Integrated Media Solutions Name

                                                      	
                                                        35

                                                      
	 
      	 
      
	
                                                        ARTICLE
      XIII

                                                      
	
                                                        OTHER
      DEFINITIONS

                                                      
	 
      	 
      
	
                                                        Section
      13.1  Other Definitions

                                                      	
                                                        36

                                                      
	 
      	 
      
	
                                                        ARTICLE
      XIV

                                                      
	
                                                        MISCELLANEOUS

                                                      
	
                                                        Section
      14.1  Manner of Giving Notice

                                                      	
                                                        40

                                                      
	
                                                        Section
      14.2  Waiver of Notice

                                                      	
                                                        41

                                                      
	
                                                        Section
      14.3  No Company Seal

                                                      	
                                                        41

                                                      
	
                                                        Section
      14.4  Amendment or Modification

                                                      	
                                                        42

                                                      
	
                                                        Section
      14.5  Binding Effect

                                                      	
                                                        42

                                                      
	
                                                        Section
      14.6  Governing Law; Severability

                                                      	
                                                        42

                                                      
	
                                                        Section
      14.8  Counterparts

                                                      	
                                                        42

                                                      
	
                                                        Section
      14.9  Entire Agreement

                                                      	
                                                        42

                                                      
	
                                                        Section
      14.9  Entire Agreement

                                                      	
                                                        42

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    


    INDEX
OF DEFINED TERMS

    


    
      
        	
                AAA

              	
                33

              
	
                Accepted
      Sale Request

              	
                25

              
	
                Accountants

              	
                32

              
	
                Acquired
      Business

              	
                30

              
	
                Act

              	
                2

              
	
                Adjusted
      Capital Account Deficit

              	
                37

              
	
                Adjusted
      GAAP PBT

              	
                37

              
	
                Affiliate

              	
                38

              
	
                Agreement

              	
                1

              
	
                AM

              	
                27

              
	
                Annual
      Determination

              	
                32

              
	
                AP

              	
                28

              
	
                Applicable
      Percentage

              	
                28

              
	
                Average
      Annual PBT Growth Rate

              	
                28

              
	
                Average
      PBT Margin

              	
                28

              
	 
      	 
      
	
                Business

              	
                1

              
	
                Business
      Day

              	
                38

              
	 
      	 
      
	
                Call

              	
                24

              
	
                Call
      Exercise Notice

              	
                24

              
	
                Call
      Period

              	
                24

              
	
                Capital
      Account

              	
                20

              
	
                Capital
      Contribution

              	
                38

              
	
                Cash
      Flow

              	
                38

              
	
                Certificate

              	
                2

              
	
                Class
      A Distribution Shortfall Amount

              	
                38

              
	
                Class
      B Closing

              	
                34

              
	
                Class
      B Closing Date

              	
                34

              
	
                Class
      B Distribution Shortfall Amount

              	
                38

              
	
                Class
      B Purchase Price

              	
                27

              
	
                Code

              	
                38

              
	
                Company
      Minimum Gain

              	
                38

              
	
                Conveyance
      Document

              	
                1

              
	 
      	 
      
	
                Date
      of Termination

              	
                26

              
	
                Departing
      Principal

              	
                26

              
	
                Depreciation

              	
                38

              
	
                Direct
      Billings of Expenses

              	
                28

              
	
                draw

              	
                10

              
	 
      	 
      
	
                Effective
      Time

              	
                39

              
	
                Employment
      Agreements

              	
                4

              
	
                expenses

              	
                36

              


      

    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

    


    
      
        	
                Final
      Class B Payment

              	
                27

              
	
                First
      Payment

              	
                27

              
	 
      	 
      
	
                GAAP

              	
                20

              
	
                GAAP
      PBT

              	
                39

              
	
                Gross
      Asset Value

              	
                39

              
	 
      	 
      
	
                IMS
      Holdco

              	
                1

              
	
                Independent
      Auditors

              	
                32

              
	 
      	 
      
	
                JAMS

              	
                33

              
	 
      	 
      
	
                Lender

              	
                14

              
	
                Loss
      Account

              	
                11

              
	 
      	 
      
	
                Manager

              	
                36

              
	
                MDC
      Cash Management Program

              	
                14

              
	
                MDC
      Financing

              	
                14

              
	
                MDC
      Holdco

              	
                1

              
	
                MDC
      Internal Transfer

              	
                12

              
	
                MDC
      Partners

              	
                12

              
	
                MDC
      Sale

              	
                12

              
	
                Member

              	
                1

              
	
                Member
      Nonrecourse Debt

              	
                40

              
	
                Member
      Nonrecourse Debt Minimum Gain

              	
                40

              
	
                Member
      Nonrecourse Deductions

              	
                40

              
	
                Members

              	
                1

              
	
                Membership
      Interest

              	
                40

              
	 
      	 
      
	
                Nonrecourse
      Deductions

              	
                40

              
	
                Nonrecourse
      Liability

              	
                40

              
	 
      	 
      
	
                Original
      Operating Agreement

              	
                1

              
	
                Other
      Entity

              	
                35

              
	 
      	 
      
	
                Pass
      Through of Third Party Costs

              	
                28

              
	
                PBT

              	
                28

              
	
                Person

              	
                40

              
	
                proceeding

              	
                36

              
	
                Profits
      and Losses

              	
                40

              
	
                Prospective
      Purchaser

              	
                26

              
	
                Purchase
      Agreement

              	
                1

              
	
                Purchase
      Consideration Value

              	
                5

              
	
                Purchase
      Transaction

              	
                1

              


      

    


    
      
         


      

      
        v

        
          

        

      

      
         


      

    

    


    
      
        	
                Reconciliation
      Period

              	
                32

              
	
                Reduction
      Amount

              	
                31

              
	
                Regulatory
      Allocations

              	
                7

              
	
                Remaining
      Period

              	
                31

              
	
                Remaining
      Principals

              	
                26

              
	
                Revenues

              	
                31

              
	 
      	 
      
	
                Sale
      Request

              	
                25

              
	
                Sale
      Request Acceptance Notice

              	
                25

              
	
                Sale
      Request Condition

              	
                25

              
	
                Sale
      Request Notice

              	
                25

              
	
                Sale
      Request Period

              	
                25

              
	
                Second
      Payment

              	
                27

              
	
                serving
      at the request of the Company

              	
                36

              
	 
      	 
      
	
                Tax
      Distributions

              	
                10

              
	
                Third
      Party Offer Notice

              	
                26

              
	
                TMP

              	
                21

              
	
                Treasury
      Regulations

              	
                41

              
	 
      	 
      
	
                Unit
      Capital Account

              	
                21

              
	
                Units

              	
                41

              
	 
      	 
      
	
                Waiting
      Period

              	
                26

              
	 
      	 
      
	
                YP

              	
                31

              
	
                YP+1

              	
                31

              
	
                YP-1

              	
                31

              
	
                YP-2

              	
                31

              


      

    


    
      
         


      

      
        vi

        
          

        

      

      
         


      

    

    


    Schedule
2.1

    


    Members
and Membership Units

    


    MF + P
Acquisition Co.: 750 Class A Units

    


    Integrated
Media Solutions, LLC: 250 Class B Units


    
      
         


      

      
        i