Exhibit 10.2.2

    

    


    AMENDED
AND RESTATED

    LIMITED
LIABILITY COMPANY AGREEMENT

    OF

    TEAM
HOLDINGS LLC

    


    THIS AMENDED AND RESTATED OPERATING
AGREEMENT (this “Agreement”) dated as of March
1, 2010, is made and entered into by and among TEAM HOLDINGS LLC, a Delaware
limited liability company (the “Company”), MDC ACQUISITION INC., a
Delaware corporation (“MDC
Holdco”), and WWG, LLC,
a Florida limited liability company (“WWG”), WWG2, LLC, a Florida limited
liability company ("WWG2", together with MDC
Holdco and WWG 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, WWG was (x) the sole
shareholder of TEAM Enterprises, Inc. a Massachusetts corporation ("TEAM") and (y) the sole member
of (A) OuterActive, LLC, a Delaware limited liability company ("O-A") and (B) Pulse Marketing,
LLC, a Delaware limited liability company ("Pulse");

    


    WHEREAS, WWG formed NEW TEAM LLC, a Delaware
limited liability company ("NT"), as its sole
member;

    


    WHEREAS, WWG caused TEAM to
contribute substantially all of its assets, subject to certain disclosed
liabilities, and its ongoing business, to NT pursuant to a Contribution
Agreement (General Assignment, Bill of Sale and Assumption Agreement) (the
"NT Conveyance
Document");

    


    WHEREAS, WWG and WWG2, LLC
formed (the "Formation")
the Company, with WWG owning 99% of the issued and outstanding membership
interests in the Company and WWG2 owning 1% of the issued and outstanding
membership interests in the Company (the membership interests of the Company
collectively referred to as the "Membership
Interests");

    


    WHEREAS, simultaneously with
the Formation, WWG and WWG2 executed and delivered a Limited Liability Company
Agreement of the Company (the "Original Operating
Agreement"), pursuant to which WWG transferred 100% of its equity
ownership in (x) NT, (y) O-A and (z) Pulse to the Company, such that following
such transfer, the Company was the sole member of each of NT, O-A and
Pulse;

    


    WHEREAS, WWG desired to sell
60% of the Membership Interests in the Company to MDC Holdco and, in connection
therewith, to redesignate the Membership Interests as Class A Units, Class B
Units and Class C Units;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    WHEREAS, pursuant to the
Membership Unit Purchase Agreement of even date herewith (the “Purchase Agreement”), WWG
sold, transferred, conveyed and delivered to MDC Holdco a 60% membership
interest in the Company represented by 600 Class A Units,  such that
immediately after giving effect to such transfer, the issued and outstanding
Units of the Company were to be as follows:  MDC Holdco – 600 Class A
Units; WWG – 310 Class B Units and 80 Class C Units, WWG2 – 10 Class B Units in
accordance with the terms of this Agreement;

    


    WHEREAS, the Company wishes to
create profits interests to be available for grant to certain Participants
pursuant to that certain Restricted Unit Plan effective as of March 1, 2010 (the
“Profits Interest
Plan”);

    


    WHEREAS, the Members now
desire to enter into this Agreement to supersede the Original Operating
Agreement, as amended, to designate the existing Membership Interests as Class A
Units, Class B Units and Class C Units, to provide for the admission of MDC
Holdco as a member, to create Class D Units for use under the Profits Interest
Plan 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 110 East Broward Boulevard, Suite 2450, Fort Lauderdale,
Florida 33301 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.


    
      
         


      

      
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    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 600
Class A Units, 320 Class B Units, 80 Class C Units and 80 Class D Units, all of
which have been or are hereby issued and are outstanding, or are reserved for
future issuance under the Profits Interest Plan, 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.

    


    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) entitlement to a share of Profits and Losses as set forth
in Section 3.3, (iii) entitlement to distributions as provided in Sections 3.4
and 9.2, and (iv) 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.

    


    (c)           Class C Units. The
Class C 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.

     

    
      
        
        

      

      
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    (d)           Class D
Units.  The Class D Units shall have the following
characteristics: (i) an initial Unit Capital Account of $0, (ii) provisions
relating to transfer as provided in Article X hereof, (iii) an entitlement to a
share of Profits and Losses as set forth in Section 3.3, (iv) an entitlement to
distributions as provided in Sections 3.4 and 9.2, and (v) no voting
rights.  All Class D Units are intended to be “profits interests”
within the meaning of Revenue Procedures 93-27 and 2001-43.  In
accordance with Revenue Procedure 2001-43, the Company shall treat any such
Member issued a Class D Unit as the owner of such Unit, and shall file its IRS
Form 1065, and issue appropriate Schedule K-1s to such Member, allocating to
such Member its distributive share of all items of income, gain, loss, deduction
and credit associated with such Class D Unit. Each such Member agrees to take
into account such distributive share in computing its federal, state and local
income or franchise tax liability for the entire period during which it holds
the Class D Unit issued on the date hereof.  The Company and each
Member agree not to claim a deduction (as wages, compensation or otherwise) for
the fair market value of such Class D Unit.   The undertakings
contained in this Section 2.2(d) shall be construed in accordance with Section 4
of Revenue Procedure 2001-43.  Notwithstanding any other provision of
this Agreement the Managers shall have the right to amend, and the Members shall
take all actions necessary to cause the Managers to amend, this Agreement, in
anticipation of or following the issuance of final Treasury Regulations, as
determined by the Managers in good faith, to provide for (i) the election of a
safe harbor under Treasury Regulation Section 1.83-3(l) (or any similar
provision) under which the fair market value of a Class D Units that is
transferred in connection with the performance of services is treated as being
equal to the liquidation value of that interest, (ii) an agreement by the
Company and all of its Members to comply with the requirements set forth in such
Regulations and Internal Revenue Service Notice 2005-43 (and any other guidance
provided by the Internal Revenue Service with respect to such election) with
respect to all Units transferred in connection with the performance of services
while the election remains effective, and (iii) any other amendments reasonably
related thereto or reasonably required in connection therewith. In executing
this Agreement, the Members authorize the Company to utilize the same valuation
methodology provided for in Proposed Treasury Regulations Section 1.83-3(l) in
determining the fair market value of any Class D Units issued prior to the
effective date of such Treasury Regulation.

    


    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 or the Profits Interests Plan,
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.  No Member shall be admitted unless such Person shall agree
to be bound by the terms of this Agreement, as such agreement may be
amended.

     

    
      
        
        

      

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

    


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

    


    Section
2.7             Certification
of Units. 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.

     

    
      
        
        

      

      
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    (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.

    


    The Capital Accounts of the Members
shall be computed in accordance with Section 7.2 below.

    


    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 or Section 3.6(b)
      until the
      excess of the allocation to each such Member of Profits under this Section
      3.3(a)(i) over any allocation 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, Class B Units and Class C Units in
      accordance with the number of such Units held by
  them.

            


    

    


    (ii)           Losses
shall be allocated as follows:

     

    
      
        
        

      

      
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              (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;

            


    

    


    
      	
               
      

            	
              (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, Class B Units and Class C Units 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 Closing Date or a change in method required on account of the
transactions contemplated to occur on the Closing Date, 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 Closing Date, shall be allocated 100% to WWG in accordance with its
interest.  The parties 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 WWG as of the Closing Date shall be
allocated 100% to WWG in accordance with its interest.

    


    (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.

     

    
      
        
        

      

      
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    (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.

    


    (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 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:

     

    
      
        
        

      

      
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    (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.

    


    (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;

            


    

    


    
      	
               
      

            	
              (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,
      Class C Units and Class D 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 sum of the Class B Distribution Shortfall
      Amount, Class C Distribution Shortfall Amount and Class D Shortfall Amount
      (each as defined in Section 13.1) for such year, distributed to the
      holders in the proportion and the amounts in which such sum was
      attributable to such holders.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

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

    


    (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 Florida 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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Section
3.5           Allocation
of GAAP PBT.

    


    (a)           Subject
to Section 3.6(b) below, 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;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              next,
      GAAP PBT generated by the Company in calendar years 2010-2012 shall be
      allocated 100% to the holders of the Class A
  Units;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              next,
      subject to Section 3.5(c) below, GAAP PBT generated by the Company in
      calendar years 2013 and 2014 shall be allocated 100% to the holders of
      Class A Units; provided, however, no more than the following shall be
      allocated to the holders of Class A Units under this Section 3.5(a)(iii)
      in respect of each of the calendar years set forth
  below:

            


    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Year

                            	 	
                              Amount

                            
	
                              2013

                            	 	
                              the
      sum of (a) the Annual Hurdle plus (b) the Class A 2013 Shortfall Amount
      (such sum, the “2013
      Class A Priority Allocation”)

                            
	 	 	 
	
                              2014

                            	 	
                              the
      sum of (a) the Annual Hurdle plus (b) the Class A 2014 Shortfall Amount
      (such sum, the “2014
      Class A Priority
Allocation”)

                            


                    

                  

                

              

            

          

        

      

    


    
      	
               
      

            	
              (iv)

            	
              next,
      subject to Section 3.5(c) below, with respect to calendar years 2013 and
      2014 only, after satisfaction of the allocations in Section 3.5(a)(iii)
      with respect to such year, GAAP PBT generated by the Company in such years
      shall be allocated 100% to the holders of Class B Units, Class C Units and
      Class D Units; provided, however, no more than the following shall be
      allocated to such holders under this Section 3.5(a)(iv) in respect of such
      calendar years as set forth below:

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    	
                            Year

                          	 	
                            Amount

                          
	
                            2013

                          	 	
                            the
      result of (x) the 2013 Class A Priority Allocation, multiplied by (y) 40%,
      divided by (z) 60%, such amount being allocated as follows:

                             

                            (A)     first,
      an amount equal to 8.0% of the amount of GAAP PBT in excess of Base PBT
      shall first be allocated to holders of Class D Units (other than MDC
      Holdco) pro rata in accordance with the number of Class D Units held by
      such holder out of the total number of Class D Units authorized, with any
      amount attributable to unissued or cancelled units or Class D Units held
      by MDC Holdco being allocated to the holders of Class C Units pro rata in
      accordance with the number of Class C Units held by them;

                             

                            (B)     next,
      the remainder shall be allocated pro rata among the holders of Class B
      Units and Class C Units in accordance with the total number of Class B and
      Class Units held by them until the Class C Units shall have been allocated
      an amount of GAAP PBT for 2013 under this clause (B) equal to 8.0% of Base
      PBT; and

                             

                            (C)     thereafter,
      any remainder shall be allocated 100% to the holders of Class B Units in
      accordance with the number of Class B Units held by them.

                             

                          
	
                            2014

                          	 	
                            the
      result of (x) the 2014 Class A Priority Allocation, multiplied by (y) 40%,
      divided by (z) 60%, such amount being allocated as follows:

                             

                            (A)     first,
      an amount equal to 8.0% of the amount of GAAP PBT in excess of Base PBT
      shall first be allocated to holders of Class D Units (other than MDC
      Holdco) pro rata in accordance with the number of Class D Units held by
      such holder out of the total number of Class D Units authorized, with any
      amount attributable to unissued or cancelled units or Class D Units held
      by MDC Holdco being allocated to the holders of Class C Units pro rata in
      accordance with the number of Class C Units held by them;

                             

                            (B)     next,
      the remainder shall be allocated pro rata among the holders of Class B
      Units and Class C Units in accordance with the total number of Class B and
      Class Units held by them until the Class C Units shall have been allocated
      an amount of GAAP PBT for 2014 under this clause (B) equal to 8.0% of Base
      PBT; and

                             

                            (C)     thereafter,
      any remainder shall be allocated 100% to the holders of Class B Units in
      accordance with the number of Class B Units held by
  them.

                          


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (v)

            	
              thereafter,
      subject to Section 3.5(c) below, with respect to calendar years 2013 and
      2014 only, after satisfaction of the allocations in Sections 3.5(a)(iii)
      and 3.5(a)(iv) with respect to such year, GAAP PBT generated by the
      Company shall be allocated as
follows:

            


    

    


    (A)           32.0%
of such additional amount shall be allocated to the holders of Class B Units,
pro rata in accordance with the number of Class B Units held by
them,


    (B)           
8.0% of such amount shall be allocated to the holders of Class D Units (other
than MDC Holdco), pro rata in accordance with the number of Class D Units held
by such holder out of the total number of Class D Units authorized (with any
unallocated amount resulting from unissued or cancelled Class D Units or Class D
Units held by MDC Holdco being reallocated to the holders of Class C Units pro
rata in accordance with the number of Class C Units held by them);
and

    


    (C)           the
remainder of the amount to be allocated under this Section 3.5(a)(v) to the
holders of Class A Units, pro rata in accordance with the number of Class A
Units held by them;

    


    
      	
               
      

            	
              (vi)

            	
              thereafter,
      with respect to the period January 1, 2015 until February 28, 2015, GAAP
      PBT generated by the Company in such period shall be
      allocated:

            


    

    


    (A)           first,
100% to the holders of Class A Units, pro rata in accordance with the number of
Class A Units held by them, up to a maximum amount equal to the sum of (i) the
2015 Hurdle plus (ii) the Class A 2015 Shortfall Amount (such sum, the “2015 Class A Priority
Allocation”);

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (B)           second,
100% to the holders of Class B Units, Class C Units and Class D Units up to a
maximum amount equal to the result of (i) the 2015 Class A Priority Allocation,
multiplied by (ii) 40%, divided by (iii) 60%, such amount being allocated among
them as follows:

    


    (1)           first,
100% to the holders of Class B and Class C Units allocated pro rata among the
holders of Class B Units and Class C Units in accordance with the total number
of Class B and Class Units held by them until the Class C Units shall have been
allocated an amount of GAAP PBT for 2015 under this clause (B) equal to 8.0% of
Base PBT; and

    


    (2)           thereafter,
any remaining amount allocated 100% to the holders of Class B and Class D Units,
allocated pro rata in accordance with the number of Class B or Class D Units
held by such holder out of the total number of Class B and Class D Units
authorized but without allocating any amount to MDC Holdco in respect of any
Class D Units held by it, with any amount attributable to unissued or cancelled
Class D Units or Class D Units held by MDC Holdco being allocated to the holders
of Class C Units pro rata in accordance with the number of Class C Units held by
them;

    


    (C)           third,
any remaining GAAP PBT shall be allocated as follows:

    


    (1)           32.0%
of such amount shall be allocated to the holders of Class B Units, pro rata in
accordance with the number of Class B Units held by them,

    


    (2)           
8.0% of such amount shall be allocated to the holders of Class D Units (other
than MDC Holdco), pro rata in accordance with the number of Class D Units held
by such holder out of the total number of Class D Units authorized (with any
unallocated amount resulting from unissued or cancelled Class D Units or Class D
Units held by MDC Holdco being reallocated to the holders of Class C Units pro
rata in accordance with the number of Class C Units held by them);
and

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (3)           the
remainder of the amount to be allocated under this Section 3.5(a)(vi)(C) to the
holders of Class A Units, pro rata in accordance with the number of Class A
Units held by them;

    


    
      	
               
      

            	
              (vii)

            	
              thereafter,
      with respect to the remainder of calendar year 2015, GAAP PBT generated by
      the Company in such period shall be allocated as
  follows:

            


    

    


    (A)           first,
100% to the holders of Class A Units, Class B and Class C Units allocated pro
rata in accordance with the number of Units held by them, until holders of the
Class C Units shall have been allocated an aggregate amount of GAAP PBT for 2015
under this clause (A) and Section 3.5(a)(vi) equal to 8.0% of Base
PBT;

    


    (B)           thereafter,
the remaining GAAP PBT shall be allocated as follows:

    


    (1)           32.0%
of such amount shall be allocated to the holders of Class B Units, pro rata in
accordance with the number of Class B Units held by them,

    


    (2)           
8.0% of such amount shall be allocated to the holders of Class D Units (other
than MDC Holdco), pro rata in accordance with the number of Class D Units held
by such holder out of the total number of Class D Units authorized (with any
unallocated amount resulting from unissued or cancelled Class D Units or Class D
Units held by MDC Holdco being reallocated to the holders of Class C Units pro
rata in accordance with the number of Class C Units held by them);
and

    


    (3)           the
remainder of the amount to be allocated under this Section 3.5(a)(vii)(B) to the
holders of Class A Units, pro rata in accordance with the number of Class A
Units held by them;

    


    
      	
               
      

            	
              (viii)

            	
              thereafter,
      with respect to calendar year 2016 and all calendar years thereafter, GAAP
      PBT generated by the Company in such years shall be allocated as
      follows:

            


    

    


    (A)           first,
GAAP PBT in excess of Base PBT shall be allocated as follows:

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (1)           32.0%
of such amount shall be allocated to the holders of Class B Units, pro rata in
accordance with the number of Class B Units held by them,

    


    (2)           
8.0% of such amount shall be allocated to the holders of Class D Units (other
than MDC Holdco), pro rata in accordance with the number of Class D Units held
by such holder out of the total number of Class D Units authorized (with any
unallocated amount resulting from unissued or cancelled Class D Units or Class D
Units held by MDC Holdco) being reallocated to the holders of Class C Units pro
rata in accordance with the number of Class C Units held by them);
and

    


    (3)           the
remainder of the amount to be allocated under this Section 3.5(a)(viii)(A) to
the holders of Class A Units, pro rata in accordance with the number of Class A
Units held by them;

    


    (B)           
then, the remaining GAAP PBT shall be allocated to the holders of Class A, Class
B and Class C Units, pro rata in accordance with the number of Class A, Class B
or Class C Units held by them.

    


    (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.

    


    (c)           Effect of Priority
Satisfaction Event.  In the event that a Priority Satisfaction
Event shall have occurred:

    


    (i)           in
respect of allocations being made for calendar years 2010-2012, then (A)
allocations for such year shall continue to be made in accordance with Sections
3.5(a)(i) and (ii) for calendar years 2010-2012, (B) no allocations for calendar
year 2013 or 2014 shall be made under Sections 3.5(a)(iii), (iv) or (v), and (C)
all future allocations for 2013 and 2014 shall be made under Section
3.5(a)(viii) irrespective of the 2016 date limitation set forth
therein;

    


    (ii)           in
respect of allocations being made for calendar years 2013 or 2014, then (A) no
further allocations shall be made to Class A Units under Section 3.5(a)(iii) for
such calendar year, (B) holders of Class B, C and D Units shall be entitled to
receive an allocation under Section 3.5(a)(iv) in respect of such year of the
lesser of (x) the amount remaining available for allocation and (y) 66.67% of
the amount allocated to the holders of Class A Units for such calendar year
under Section 3.5(a)(ii), (C) any additional allocations for such calendar year
shall be made under Section 3.5(a)(v), and (D) allocations for all future years
shall be made under Section 3.5(a)(viii) irrespective of the 2016 date
limitation set forth therein; or

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (iii)           in
respect of allocations being made for calendar year 2015 under Section
3.5(a)(v), then (A) no further allocations shall be made to Class A Units under
Section 3.5(a)(vi) for such calendar year, (B) holders of Class B, C and D Units
shall be entitled to receive an allocation under Section 3.5(a)(vi) in respect
of such period of the lesser of (x) the amount remaining available for
allocation and (y) 66.67% of the amount allocated to the holders of Class A
Units for such period under Section 3.5(a)(vi), and (C) any additional
allocations for 2015 shall be made under Section 3.5(a)(vii) irrespective of the
period limitation set forth therein.

    


    (d)           For
purposes of this Section 3.5, the following additional definitions shall
apply:

    


    (i)           “2010 Hurdle” means the result
of (x) the sum of (A) $2,200,000 and (B) FAP divided by 90%, multiplied by (y)
83-1/3%;

    


    (ii)          “2011 Hurdle” means the sum of
(x) $2,200,000, (y) FIP times 20%, and (z) SAP divided by 90%;

    


    (iii)         “2012 Hurdle” means the sum of
(w) $2,200,000, (x) FIP times 20%, (y) FIIP times 20%, and (z) FIAP divided by
90%;

    


    (iv)         “2015 Hurdle” means the result
of (x) the sum of (A) $2,200,000 and (B) FAP divided by 90%, multiplied by (y)
16-2/3%;

    


    (v)          “Annual Hurdle” shall mean the
result of (a) the sum of the CP, FIP and  FIIP, (b) multiplied by
20%.

    


    (vi)         “Base PBT” shall mean 2009 PBT
(as defined in Section 2.1.3 of the Purchase Agreement).

    


    (vii)        “Class A 2013 Shortfall Amount”
shall mean the excess, if any, of (x) the sum of the 2010 Hurdle, 2011 Hurdle
and 2012 Hurdle over (y) the aggregate amount of GAAP PBT allocated to the
holders of Class A Units pursuant to Section 3.5(a)(ii) in respect of calendar
years 2010, 2011 and 2012.

    


    (viii)       “Class A 2014 Shortfall Amount”
shall mean the excess, if any, of (x) the sum of the Annual Hurdle and the Class
A 2013 Shortfall Amount over (y) the amount of GAAP PBT allocated to the holders
of Class A Units pursuant to Section 3.5(a)(iii) in respect of calendar year
2013.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (ix)         “Class A 2015 Shortfall Amount”
shall mean the excess, if any, of (x) the sum of the Annual Hurdle and the Class
A 2014 Shortfall Amount over (y) the amount of GAAP PBT allocated to the holders
of Class A Units pursuant to Section 3.5(a)(iii) in respect of calendar year
2014.

    


    (x)          “CP”, “FAP”, “FIP”, “FIAP”, “FIIP” and “SAP” shall have the meaning
ascribed to such terms in the Purchase Agreement.

    


    (xi)         “Priority Satisfaction Event”
shall mean (i) prior to the payment of the FIIP, if the allocation of GAAP PBT
to Class A Units pursuant to Section 3.5(a) shall equal the result of (x)
$19,000,000 plus (y) FAP divided by 90%, plus (z) SAP divided by 90% or (ii)
after the payment of the FIIP, if the allocation of GAAP PBT to Class A Units
pursuant to Section 3.5(a) shall equal the result of (w) the sum of CP, FIP,
FIIP plus (x) FAP divided by 90%, plus (y) SAP divided by 90%, plus (z) FIAP
divided by 90%.

    


    Section
3.6             Company
Acquisitions.                                                      

    


    (a)             Consideration of Qualifying
Proposals.  WWG may, from time to time, present to the Board,
proposals for the Company to acquire businesses that are consistent with the
Company’s Board-approved strategy.  If such proposal is a Qualifying
Proposal (as defined below) and (x) the MDC Holdco Managers on the Board vote
against approval of such acquisition or (y) MDC Partners (as defined in Section
4.1(a)) refuses to provide cash to fund the purchase price for such acquisition,
such proposal shall be deemed a “Rejected Qualifying
Proposal”.  For further clarity, the Members specifically agree
that the failure of the Company and the potential acquisition target to come to
terms, any Board requirement that the Company conduct thorough and complete due
diligence, any Board requirement that adequate documentation and indemnification
protection be provided to the Company or any MDC Partners requirement that the
transaction structure be adjusted in respect of tax, finance, accounting or
legal considerations, shall not be deemed to be grounds for a Qualifying
Proposal to become a Rejected Qualifying Proposal.  In the event that
three Qualifying Proposals made in good faith by WWG become Rejected Qualifying
Proposals prior to March 1, 2013, an “Acquisition Failure Event”
shall have been deemed to occur.   A “Qualifying Proposal” shall be
a proposal to acquire a Person:

    


    
      (i)               
that has
annual EBITDA margins of at least 20% over the prior two calendar years, and
projected over the year of acquisition and the subsequent
year,

    

    


    
      (ii)              
that has
annual revenue growth of at least 15% over the prior two calendar years, and
projected over the year of acquisition and the subsequent
year,

    

    


    
      (iii)              for which
no Client Group (as defined in Section 10.4(e) below) in the trailing 12 months
represents, nor is projected to represent in the next 12 months, more than 20%
of revenues,

    

    


    
      (iv)              for an
effective purchase price multiple of less than 6.0x profit before
tax,

    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      (v)              
that has
an implied enterprise valuation at the time of acquisition of not more than $20
million;

    

    


    
      (vi)              made at a
time when the Company shall have had PBT (as defined and calculated pursuant to
the Purchase Agreement) for the prior calendar year, and projected PBT (as
defined and calculated pursuant to the Purchase Agreement) for the current year,
of at least 80% of the then current Reference PBT.  Reference PBT for
purposes of this condition shall be (i) 2009 PBT (as defined in the Purchase
Agreement) for acquisition proposals made in 2010; the average of 2009 PBT and
2010 PBT (as defined and calculated in the Purchase Agreement) for acquisition
proposals made in 2011; and the average of 2009 PBT, 2010 PBT and 2011 PBT (as
defined and calculated in the Purchase Agreement) for acquisition proposals made
in 2012 or later years; and

    

    


    
      (vii)             the terms
of which incorporate the following elements:

    

    


    
      	
               
      

            	
              (A)

            	
              acquisition
      of a majority and control, with the right to require the remaining
      minority (non-binding put rights may be
  included);

            


    

    


    
      	
               
      

            	
              (B)

            	
              no
      more than 60% of the projected purchase price is payable at closing, with
      the remaining purchase price contingent on the performance of the target
      over at least two years
post-acquisition;

            


    

    


    
      	
               
      

            	
              (C)

            	
              the
      target shall have sufficient and agreed upon working capital to operate
      its business post-closing in accordance with the target’s proposed
      operating and capital expenditure budget without additional
      borrowing;

            


    

    


    
      	
               
      

            	
              (D)

            	
              the
      target will be debt-free at
closing;

            


    

     

    
      	
               
      

            	
              (E)

            	
              the
      purchaser shall be entitled to a priority return based on the purchase
      price for the initial purchase;

            


    

    


    
      	
               
      

            	
              (F)

            	
              the
      seller(s) may be granted minority protections no more favorable than
      provided in this Agreement;

            


    

    


    
      	
               
      

            	
              (G)

            	
              the
      seller(s) shall enter into protective covenant agreements reasonably
      acceptable to MDC Partners; and

            


    

    


    
      	
               
      

            	
              (H)

            	
              MDC
      Partners shall be entitled to pledge its acquired equity and the assets of
      the target (and subsidiaries, if any) in connection with MDC Partners’
      credit facilities and/or secured debt; the target shall be required to
      grant upstream guarantees in connection with such facilities and to
      participate in MDC Partners’ centralized cash management and banking
      program;

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (b)           Effect of Acquisitions on
Profit Allocation, Distributions.  In the event that the
Company consummates an acquisition (a “Company Acquisition”), whether
or not as a result of a Qualifying Proposal, the Members agree that the
following shall be the basis pursuant to which GAAP PBT shall be allocated and
cash generated from the operations of such Company Acquisitions (“Acquisition Cash Flow”) shall
be utilized:

    


    
      (i)              Payments
of purchase price made by MDC Partners or one of its Affiliates shall be deemed
a loan to the Company (an “Acquisition Loan”) made at an
interest rate of 12%.  Any third party transaction expenses incurred
in connection with the Company Acquisition shall be included as an Acquisition
Loan;

    

    


    
      (ii)             A
separate calculation of GAAP PBT shall be made each year for each Company
Acquisition (each such calculation, “Acquired Company GAAP PBT”);
for the avoidance of doubt, (x) interest accruing on the Acquisition Loan in
respect of any Company Acquisition shall be treated as an expense in the
calculation of such Company Acquisition’s Acquired Company GAAP PBT and (y) to
the extent any item of income or expense is included in the calculation of
Acquired Company GAAP PBT, such item shall not also be included in the
calculation of GAAP PBT for purposes of Section 3.5 except to the extent
Acquired Company GAAP PBT is included back in GAAP PBT pursuant to clause (iii)
below;

    

    


    
      (iii)            As long
as any Acquisition Loan remains outstanding or any Deferred Acquisition
Consideration Liabilities (as defined in Section 10.4(e) below) remain in
respect of a Company Acquisition, the Acquired Company GAAP PBT (whether
positive or negative) for such Company Acquisition shall not be included in the
GAAP PBT to be allocated pursuant to Section 3.5 above and instead shall be
allocated 100% to the Class A Member and shall not be included in the
calculations described in Section 3.5(a).  If no Acquisition Loan
remains outstanding nor any Deferred Acquisition Consideration Liabilities
remain in respect of a Company Acquisition, then the Acquired Company GAAP PBT
for such Company Acquisition shall be included in the GAAP PBT to be allocated
pursuant to Section 3.5 above;

    

    


    
      (iv)           
As long
as a Acquisition Loan for a Company Acquisition is outstanding or any Deferred
Acquisition Consideration Liability shall remain without a corresponding cash
reserve (as described below), Acquisition Cash Flow from such Company
Acquisition shall not be included generally in Cash Flow, but instead shall be
allocated in the following manner: (A) first, to pay current interest and any
interest arrearage on outstanding Acquisition Loans for such Company
Acquisition, (B) second, as a contribution to Cash Flow specifically for the
purpose of funding any necessary Tax Distribution relating to the allocation of
Acquired Company GAAP PBT for such Company Acquisition, (C) third, as payment on
the outstanding balance of the Acquisition Loans for such Company Acquisition
and (D) fourth, as a contribution to a cash reserve to satisfy any Deferred
Acquisition Consideration Liability for such Company
Acquisition.   Upon payment in full of the Acquisition Loans for
a Company Acquisition, and satisfaction in full of all Deferred Acquisition
Consideration Liabilities (including for this purpose, any associated cash
reserve) (collectively, “Debt
Satisfaction”), any additional available Acquisition Cash Flow from such
acquisition (“Acquisition Free
Cash Flow”) shall be included in Cash Flow and become available for
distribution in accordance with Section 3.4 hereof.  In the event that
following Debt Satisfaction, but prior to delivery of a Call Exercise Notice or
a Sale Request Acceptance Notice, (x) the Deferred Acquisition Consideration
Liabilities is adjusted downward (other than as a result of a payment), an
amount of cash equal to such adjustment shall be released from the cash reserve
and shall be included in Cash Flow and become available for distribution in
accordance with Section 3.4 or (y) the Deferred Acquisition Consideration
Liabilities is adjusted upward, then the first sentence in this clause (iv)
shall become effective until a sufficient cash reserve is established to satisfy
such adjustment.

    

     

    
      
        
        

      

      
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    Each
Company Acquisition shall be treated separately for purposes of this Section
3.6(b); however, each Acquisition Loan in respect of a single Company
Acquisition shall be aggregated for purposes of this Section
3.6(b).

    


    Section
3.7             Effective
Time.  The Members agree
that the provisions of this Article III shall apply from and after the Effective
Time (as defined in Section 13.1).  Accordingly, GAAP PBT and any
Profit or Losses of the Company in respect of the portion of calendar year 2010
prior to the Effective Time shall not be included in the calculations described
in this Article III and shall be allocated solely to WWG and WWG2 in accordance
with the Original Operating Agreement; provided, however, subject to Section
2.1.1(b) of the Purchase Agreement, no distributions shall be payable in respect
of such GAAP PBT or Profits for such earlier period following the Effective
Time. 


     

    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 and Class C Units, the taking of any of the actions listed in
clauses (i) through (x) below shall require the
consent of both MDC Holdco and WWG.  The consent of MDC Holdco and WWG
may be obtained by a vote at a meeting of the Members or by the written consent
of MDC Holdco and WWG.

     

    
      
        
        

      

      
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    (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 or consolidation of the Company with and into another Person or of
another Person with and into the Company, except in connection with an MDC Sale,
an MDC Internal Transfer or an MDC Financing;

    


    (iii)         the
authorization or issuance of additional Class A Units, Class B Units, Class C
Units, Class D 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 WWG; 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 primary offices outside of Broward County,
Florida;

    


    (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; or

    


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

     

    
      
        
        

      

      
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    (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
parties hereto further agree that the operations of the Company and its
subsidiaries shall be conducted (i) subject to Section 4.1(h) below, to
participate in the overall cash management and banking program of MDC Holdco
Partners as set forth on Schedule 4.1(d) hereto (the
“MDC Cash Management
Program”), and (ii) to comply on a timely basis with the financial
reporting and budgeting procedures of MDC Holdco 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.


    (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 parties hereto hereby (i) agree that MDC
Partners  and/or any of its Affiliates, in connection with its or any
of its Affiliates’ current or future credit facilities, debt offerings
(including, without limitation, senior, subordinated or mezzanine debt issued in
a public offering or a Regulation S or Rule 144A private placement) or any other
debt agreements, shall be entitled to: (w) pledge or grant a security interest
in or otherwise have a lien placed upon MDC 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 (as applicable and collectively,
the “Lender”); and (z)
have the Company and/or its subsidiaries provide guarantees and such other
ancillary security and related documentation as reasonably required by the
Lender from time to time (the items in (w), (x), (y) and (z) being collectively
referred to as an “MDC
Financing”); and (ii) consent unconditionally to (x) the granting of all
security and the execution of all documents required in connection with an MDC
Financing and the enforcement thereof, where applicable, by the Lender; and (y)
any transaction by which the Lender becomes the absolute legal and beneficial
owner of any Membership Interests which have been pledged or assigned by
it.

    


    (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.

     

    
      
        
        

      

      
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    (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.

    


    (h)           The
Company shall not take any of the actions described in Section 4.1(a) if such
action would be reasonably be expected to have a material adverse effect on the
value of the Class D Units that is disproportionate to the other Members unless
(i) consented to by holders of a majority of the Class D Units or (ii) WWG and
MDC Holdco have mutually agreed to such action in accordance with Section
4.1(a).

    


    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.

    


    Section
4.3             Number
and Qualifications of Managers.  As long as both of WWG own
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
WWG shall be entitled to appoint two (2) Managers (each Manager appointed by WWG
must be a Principal or 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 Rob Dickson,
Michael Sabatino and David Doft.  The initial designees of WWG are
Daniel K. Gregory and Stephen Groth.

    


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

     

    
      
        
        

      

      
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    Section
4.5             Removal;
Filling of Vacancies.  As long as WWG owns outstanding Units of
the Company, only MDC Holdco can remove and replace its appointed Managers and
only WWG 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, may be held either in New York, NY or Fort Lauderdale, Florida, unless
otherwise agreed to by the Managers (including, for as long as WWG own
outstanding Units of the Company, at least one Manager appointed by MDC Holdco
and one Manager appointed by WWG).

    


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

    


    Section
4.8             Regular
Meetings.  The Managers shall notify each of the Members of
regular meetings of the Managers, which meetings shall be held 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.

    


    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.

     

    
      
        
        

      

      
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    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.

    


    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.

     

    
      
        
        

      

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

    


    Section
5.2            Special
Meetings.  Special meetings of the Members, for any purpose or
purposes, unless otherwise prescribed by statute, the Certificate or this
Agreement, may be called by 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.

    


    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.


    
      
         


      

      
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    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.

    


    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 parties hereto hereby initially designate those
persons identified on Schedule
6.1 as officers of the Company.


    
      
         


      

      
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    ARTICLE
VII

    ACCOUNTING
AND TAX MATTERS; REPORTS; BANKING

    


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

    


    Section
7.2         Capital
Accounts.  An individual capital account (the “Capital Account”) shall be
maintained by the Company for each Member as provided below:

    


    (a)          Each
Member's Capital Contributions when made shall be credited to such Member’s
Capital Account.  The Capital Account of each Member shall, except as
otherwise provided in this Agreement, be (i) credited with the amount of
cash and the fair market value of any property contributed to the Company by
such Member or its predecessor in interest (net of liabilities secured by such
contributed property that the Company is considered to assume or take subject to
under Section 752 of the Code), (ii) credited with the amount of any Profits
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.


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

     

    (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 A Units, Class B Units, Class C Units or Class D Units, as the
case may be, pursuant to Article X hereof, an allocable portion of the Class A
Member’s, Class B Member’s, Class C Member’s or Class D Member’s Capital
Account, as the case may be, 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:

    


    (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.


    
      
         


      

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

    


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

     

    ARTICLE
VIII

    COVENANTS
OF THE MEMBERS

    


    Section
8.1         Independent
Accountants.  Notwithstanding anything to the contrary in this
Agreement, MDC 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,
Section 3.5 and Section 3.6 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, 3.5 and 3.6 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 WWG owns Units, no Class A Unit
shall be sold or transferred without the consent of WWG, except in connection
with (i) an MDC Sale, (ii) an MDC Holdco Internal Transfer, (iii) a sale
described in Section 10.2(c) 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(c), no Class B Unit,
Class C Unit or Class D 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 (or, in the case of a Class D Unit, in accordance with
the Profits Interest Plan).  Any purported transfer by WWG, WWG2 or
other permitted holder of Class B Units, Class C Units or Class D Units of all
or any of its Units, any purported assignment by WWG, WWG2 or other permitted
holders of Class B Units, Class C Units or Class D Units of any of its rights
under this Agreement, and any purported delegation by WWG, WWG2 or other
permitted holders of Class B Units, Class C Units or Class D Units of any of its
duties or obligations under this Agreement (which shall in no way relieve WWG,
WWG2 or such other permitted holder of Class B Units, Class C Units or Class D
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       Put
Rights of WWG/Call Rights of MDC Holdco.

    


    (a)         MDC Holdco Call of Class B
Units.  At any time on or after March 1, 2013 (the "Call Period"), MDC Holdco
shall have the right (but not the obligation) to require WWG and WWG2 to sell to
it (a "Call"), all of
the remaining Class B Units owned by WWG and WWG2.  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 WWG and WWG2 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.

    


    (b)         MDC Holdco Call of Class C
Units.  At any time during the Call Period, MDC Holdco shall
also have the right (but not the obligation) to exercise a Call for all of the
remaining Class C Units owned by WWG.  MDC may exercise the Call at
any time  during the Call Period, and may do so by delivering a Call
Exercise Notice to WWG 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.

    


    (c)         WWG Sale
Request. At any time on or after March 1, 2015 (or in the event of
an Acquisition Failure Event (as defined in Section 3.6), at any time on or
after March 1, 2013) (the “Sale
Request Period”), in the event that MDC Holdco shall not have exercised
its Call right with respect to all of WWG’s Class B Units or Class C Units, WWG
shall have the right (but not the obligation) to request that MDC Holdco to
purchase from it and WWG2 (a “Sale Request”) any or all of
their remaining Class B Units and Class C Units.  WWG 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 WWG
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 WWG’s Sale Request, which acceptance shall be exercised by delivering
written notice (a “Sale Request
Acceptance Notice”) to WWG within such thirty day period.  If
such Sale Request Acceptance Notice is delivered (an “Accepted Sale Request”), the
Class B Units and/or Class C 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.  In the event
that MDC Holdco shall not have delivered a Sale Request Acceptance Notice during
such thirty (30) day period, then (i) WWG shall have the right for twelve (12)
months to solicit bona-fide offers for a sale of its Class B Units and Class C
Units, WWG’s Class B Units and of the Class D Units by the holders of such Class
D Units, to an unaffiliated third party (the “Prospective Purchaser”), (ii)
upon the receipt of such offer, WWG 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, (iii) for a period of ten
(10) days after receipt of the Third Party Offer Notice, MDC Holdco shall have
the right to deliver a Sale Request Acceptance Notice and (x) if such Sale
Request Acceptance Notice is delivered, MDC Holdco shall acquire the Class B
and/or Class C Units as described above and no Member shall be permitted to
consummate a sale to the Prospective Purchaser or (y) if a Sale Request
Acceptance Notice is not delivered, WWG shall, for a period of one hundred
twenty (120) days, be permitted to consummate the sale of its Class B Units
and/or Class C Units, WWG2 and the holders of Class D Units shall be permitted
to sell their Class B Units and Class D Units, respectively, to such Prospective
Purchaser, and WWG shall have the right to require MDC Holdco to sell its Units
to such Prospective Purchaser on substantially the same terms and conditions
(taking into account the economic differences, if any, between Units) provided
that MDC Holdco is able to obtain all necessary approvals, including the
approval of its lenders.


    
      
         


      

      
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    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, WWG and WWG2 shall be obligated to sell to MDC
Holdco, and MDC Holdco shall be obligated to purchase from WWG and WWG2, the
Units subject to the Call or Accepted Sale Request, as applicable, pursuant to
the terms of this Article X.

    


    Section
10.4         Put/Call
Purchase Price.

    


    (a)           Calculation/ Payment of the
Put/Call Purchase Price for Class B Units.  In connection with
the exercise of a Call under Section 10.2(a) or an Accepted Sale Request for
Class B Units, MDC Holdco shall calculate and pay to WWG and WWG2, in the
aggregate (payable to them pro rata in accordance with the number of Class B
Units held by them), the following amounts (collectively, with respect to any
such Call or Accepted Sale Request, the "Class B Put/Call 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 Put/Call Closing
Date, an amount (the “First
Class B Payment”) equal to:

    


           
     AP x (4.0 x (Adjusted PBT for
YP-1) –Acquisition Liabilities)

                   
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 Put/Call Closing
Date, an amount (the “Second
Class B Payment”) equal to:

    


    
      	
               
      

            	
              {AP x (4.0 x ((Adjusted PBT for YP-1) + (Adjusted PBT for YP)) – Acquisition Liabilities)} – First Class B
      Payment

            


    

                   3


    
      
         


      

      
        35

        
          

        

      

      
         


      

    

     

    (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:

    


    (x)  the
result of:

    


    
      	
               
      

            	
              AP x
      (AM x ((Adjusted
      PBT for YP-1) + (Adjusted PBT for YP) + (Adjusted PBT for YP+1)) –
      Acquisition Liabilities)

            


    

    
      	
               
      

            	
              3

            


    

    


    minus (y) (First Class B
Payment + Second Class B Payment)

     

    (b)          Calculation/ Payment of the
Put/Call Purchase Price for Class C Units.  In connection with
the exercise of a Call under Section 10.2(b) or an Accepted Sale Request for
Class C Units, MDC Holdco shall calculate and pay to WWG the following amounts
(collectively, with respect to any such Call or Accepted Sale Request, the
"Class C Put/Call Purchase
Price"; the Class B Put/Call Purchase Price and the Class C Put/Call
Purchase Price are referred to in this Agreement as a “Put/Call 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 Put/Call Closing
Date, an amount (the “First
Class C Payment”) equal to:

    
 

                 
AP x (4.0 x (Adjusted
PBT for YP-1) –Acquisition Liabilities)

               
   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 Put/Call Closing
Date, an amount (the “Second
Class C Payment”) equal to:

    


    
      	
               
      

            	
              {AP
      x (4.0 x ((Adjusted
      PBT for YP-1) + (Adjusted PBT for YP)) – Acquisition Liabilities)}
      – First Class C Payment

            


    

                   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 C
Payment”)  equal to:

    


    (x)  the
result of:

    


    
      	
               
      

            	
              AP x
      (AM x ((Adjusted
      PBT for YP-1) + (Adjusted PBT for YP) + (Adjusted PBT for YP+1)) –
      Acquisition Liabilities)

            


    

    
      	
               
      

            	
              3

            


    

    


    minus (y) (First Class C
Payment + Second Class C Payment)
 

    
      
         


      

      
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    ;
provided, however, for purposes of making each of the calculations in this
Section 10.4(b), in no event shall any of Adjusted PBT for YP-1, Adjusted PBT
for YP or Adjusted PBT for YP+1 be greater than PBT Limit; provided, further
than the Class C Put/Call Purchase Price shall not, with respect to any Call or
Accepted Sale Request, exceed the result of (i) AP multiplied by (ii) AM
multiplied by (iii) the PBT Limit.

    


    (c)          Additional Put/Call Purchase
Price for Class C Units.  In connection with the exercise of a
Call under Section 10.2(b) or an Accepted Sale Request for Class C Units, MDC
Holdco shall calculate and pay to WWG, in respect of its Class C Units, the
following additional amounts of Put/Call Purchase Price, to the extent
applicable:

    


    With
respect to unissued Class D Units as of the delivery of a Call Exercise Notice
or a Sale Request Acceptance Notice:

    


    (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 Put/Call Closing
Date, an amount (the “First
True-Up Payment”) equal to:

    


    (x)          the
result of:

    


    (Unissued AP divided by
AP)

    


    multiplied by

    


    (y)           the
result of:

    
 

               [AP x (4.0 x (Adjusted
PBT for YP-1) –Acquisition Liabilities)] – First Class C
Payment

                 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 Put/Call Closing
Date, an amount (the “Second
True-Up Payment”) equal to:

    


    (x)          the
result of:

    


    (Unissued AP divided by
AP)

    


    multiplied by

    


    (y)          the
result of:

    


    (A)          the
result of

    


    
      	
               
      

            	
              {AP
      x (4.0 x ((Adjusted PBT for
      YP-1) + (Adjusted PBT for YP)) – Acquisition
      Liabilities)}

            


    

                   3

    


    minus

    


    (B)          the
result of


    
      
         


      

      
        37

        
          

        

      

      
         


      

    

     

    (First
Class C Payment + Second Class C Payment)

    


    with the result of
(x) multiplied by (y), then reduced by

    


    (z)          the
First True-Up Payment

    


    (iii)          within
30 calendar days following the determination of PBT for YP+1 becoming final and
binding on the parties hereto, an amount (the “Third True-Up
Payment”)  equal to:

    


    (x)          the
result of:

    


    (Unissued AP divided by
AP)

    


    multiplied by

    


    (y)         the
result of:

    


    (A)          the
result of

    


    
      	
               
      

            	
              AP x
      (AM x ((Adjusted
      PBT for YP-1) + (Adjusted PBT for YP) + (Adjusted PBT for YP+1)) –
      Acquisition Liabilities)

            


    

    
      	
               
      

            	
              3

            


    

    


    minus

    


    (B)          the
result of

    


    (First Class C Payment + Second Class C
Payment + Final Class C Payment)

    


    with the result of
(x) multiplied by (y), then reduced by

    


    (z)          (First
True-Up Payment + Second True-Up Payment)

    


    With
respect to Class D Units that are purchased by MDC Holdco after the delivery of
a Call Exercise Notice or a Sale Request Acceptance Notice in respect of the
Class C Units:

    


    (iv)         within
7 calendar days following the Final Payment of Put/Call Purchase Price (each as
defined in the applicable Restricted Unit Award Agreement for a holder of Class
D Units) for any Call pursuant to Section 2(f) of the Restricted Unit Award
Agreement, or any Put or Call involving a purchase by MDC Holdco directly from
the Participant (as defined in the Restricted Unit Award Agreement) for which
the Payout Factor (as defined in the Restricted Unit Award Agreement) is less
than 100%, in each case that occurs after the delivery of a Call Exercise Notice
or a Sale Request Acceptance Notice for the Class C Units, MDC Holdco shall pay
the holders of Class C Units the difference between (x) the amount that such
holder of Class D Units would have received under their Restricted Unit Award
Agreement had such Put or Call been calculated as a Call under Section 2(e) of
the Restricted Unit Award Agreement and the Payout Factor were 100% and (y) the
total Put/Call Purchase Price received by such holder of Class D Units
(collectively, the payments made to holders of Class C Units under this clause
(iv), the “Final True-Up
Payments”).


    
      
         


      

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

    


    (e)          Other
Definitions.

    


    
      (i)         
“Acquisition PBT” for any
period, for any Company Acquisition, shall mean the PBT associated with such
Company Acquisition for such period; for the avoidance of doubt, interest
accruing on the Acquisition Loans in respect of such Company Acquisition shall
not be treated as an expense in the calculation of such Company Acquisition’s
Acquisition PBT.

    

    


    (ii)         “Acquisition Liabilities” shall
mean the sum of (x) the outstanding balance of all Acquisition Loans as of the
Put/Call Closing Date and (y) the sum of all Deferred Acquisition Consideration
Liabilities for all Company Acquisitions (net of any cash reserve associated
with such liabilities as described in Section 3.6(b)) as of the Put/Call Closing
Date; provided, however, for purposes of calculating the Final Class B Payment,
the Final Class C Payment or the Third True-Up Payment, the Deferred Acquisition
Consideration Liabilities in clause (y) shall be measured as of December 31 of
YP+1, but shall add back to such amount any payments of deferred acquisition
consideration actually made between the Put/Call Closing Date and December 31 of
YP +1 to the extent such payments were satisfied by a source other than the
associated cash reserve.

    


    (iii)        “Adjusted PBT” for any year
shall mean (x) the PBT for such year exclusive of all Acquisition PBT plus (y)
for each Company Acquisition, the Annualized Acquisition PBT for such Company
Acquisition.

    


     (iv)       "AM" shall mean the applicable
multiple and equal:

    


    (w)        4.0,
if the Average Annual PBT Growth Rate is less than or equal to 5%;

    


    (x)          4.25,
if the Average Annual PBT Growth Rate is greater than 5%, but less than or equal
to 10%;

    


    (y)         4.5,
if the Average Annual PBT Growth Rate is greater than 10%, but less than or
equal to 15%;


    
      
         


      

      
        39

        
          

        

      

      
         


      

    

    


    (z)          5.0,
if the Average Annual PBT Growth Rate is greater than 15%;

    


    ;
provided, however, the value of AM determined above shall be further adjusted
based on the following:

    


    
      (A)       
 if
Revenue for any Client Group for the period YP and YP+1 exceeds 30% of the total
Revenue of the Company during such period, then AM shall be reduced by 0.5;
provided, however, AM shall not be reduced to lower than 4.5 as a result of such
reduction; or

    

    


    
      (B)       
 if no
Client Group has generated Revenue for the Company during the period YP and YP+1
greater than or equal to 30% of the total Revenue of the Company during such
period, then AM shall be increased by
0.5.

    

    


    For
purposes of making the calculation described in clauses (A) and (B) above,
Revenue shall be deemed to include Revenue from any Company Acquisition on a pro
forma basis for any period during YP or YP+1 that occurred prior to the
consummation of such Company Acquisition.

    


    (v)          “Annualized Acquisition PBT”
shall mean, with respect to any Company Acquisition, (x) the total Acquisition
PBT for such Company Acquisition for the applicable portion of the Measuring
Period in which the Company Acquisition was included in the Company’s
consolidated results, divided by (y) the number of months during the Measuring
Period in which the Company Acquisition was included in the Company’s
consolidated results, with such result multiplied by (z) 12.

    


     (vi)        "Applicable Percentage" or
"AP" shall mean (x) the
number of Class B Units or Class C Units, as the case may be, being sold
pursuant to a Call or an Accepted Sale Request, divided by (y) the total number
of authorized Class A Units, Class B Units and Class C Units.

    


    (vii)        "Average Annual PBT Growth
Rate" shall mean, for purposes of calculating any Put/Call Purchase
Price, the result of (x) the sum of (1) PBT for YP+1 divided by PBT for YP, and
(2) PBT for YP divided by PBT for YP-1, multiplied by (y) 50%; provided,
however, for purposes of making this calculation Acquisition Company PBT shall
only be included in PBT in the following manner:

    


    (A)         if
the Company Acquisition occurred prior to calendar year YP-1, then it shall be
included for all periods YP-1, YP and YP+1;

    


    (B)         if
the Company Acquisition occurred during the first six months of calendar year
YP-1:  (x) Acquisition Company PBT shall be calculated on a pro forma
basis for YP-1 to include the portion of YP-1 pre-acquisition, and (y)
Acquisition PBT shall be included for periods YP and YP+1;


    
      
         


      

      
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    (C)          if
the Company Acquisition occurred during the last six months of calendar year
YP-1: (x) no Acquisition Company PBT shall be included in clause (1) above for
YP-1 or YP; and (y) Acquisition PBT shall be included for purposes of clause (2)
above for periods YP and YP+1;

    


    (D)          if
the Company Acquisition occurred during the first six months of calendar year
YP:  (x) no Acquisition Company PBT shall be included in clause (1)
above for YP-1 or YP; (y) for purposes of clause (2) above, Acquisition Company
PBT for YP shall be calculated and included on a pro forma basis to include the
portion of YP pre-acquisition, and (z) Acquisition PBT shall be included for
period YP+1; or

    


    (E)          if
the Company Acquisition occurred during the last six months of calendar year YP
or during YP+1, no Acquisition Company PBT shall be included for any of YP-1, YP
or YP+1.

    


    (viii)      “Client Group” for any client
of the Company, shall mean such client and each other client of the Company that
is part of the same group of companies that  conducts business through
more than one entity, division or operating unit, whether or not separately
incorporated.

    


    (ix)         “Deferred Acquisition Consideration
Liabilities” shall mean, as of any date, the current estimated deferred
acquisition consideration (including earn-outs) accounted for in the financial
statements of MDC Partners in respect of any Company Acquisition.

    


    (x)         "Measuring Period" shall mean
the calendar years included in the applicable Put/Call Purchase Price
calculation under Section 10.4(a), 10.4(b) or 10.4 (c)(i)-(iii)
above.

    


    (xi)         “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 and state income taxes
for such period, determined in accordance with GAAP; provided, 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;


    
      
         


      

      
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    (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;

    


    (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 WWG 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 Put/Call 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 Subsidiaries 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 non-recurring 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 the Special Determination
or any Annual Determination (each as defined in the Purchase Agreement) or (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, in excess of $50,000 in any calendar
year, shall not be treated as an expense; and


    
      
         


      

      
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    (10)        in
the event that the Company or any of its subsidiaries acquires any other Person
pursuant to a purchase of assets or stock, merger or 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), in which case it
shall be included in the manner described within the definitions of “Acquisition
PBT”, “Adjusted PBT” and “Average Annual PBT Growth Rate” in this Section
10.4(e);

    


    (11)        any
transaction expenses incurred in connection with any potential or completed
acquisition shall be included as an expense;

    


    (12)        any
write-off or amortization or depreciation of goodwill or other intangibles
arising out of the purchase of the Purchased Interests (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);

    


    (14)        the
fees and expenses of Grant Thornton LLP in preparing the audit for calendar year
2009 and any prior periods to the extent incurred in calendar year 2010, up to
$85,000 shall not be treated as an expense for purposes of 2010
PBT;

    


    (14)        any
distribution by WWG of any Purchase Price proceeds to its members shall not be
treated as an expense;

    


    (15)        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, unless the termination of such Principal's employment was recommended
and initiated by the Representative (as defined in the Purchase
Agreement);

    


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

    


    (17)        solely
with respect to the calculation of 2010 PBT, an amount equal to $459,129 shall
not be treated as an expense.


    
      
         


      

      
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     (xii)        “PBT Limit” shall mean 2009 PBT
(as defined in Section 2.1.3 of the Purchase Agreement).

    


     (xiii)       "Revenues" during each relevant
calendar year shall mean the commissions and fees, mark-ups and hourly charges
earned by the Company and its subsidiaries during such calendar year for work
generated or performed by employees or contractors and charged to clients
determined in accordance with GAAP; provided, however, Revenues shall not
include any pass-through of third party costs or direct billings of expenses
where the Company and its subsidiaries acts as an agent for its
clients.

    


    (xiv)        "Unissued AP" shall mean (x)
the number of authorized Class D Units that are unissued as of the date that a
Call Exercise Notice or a Sale Request Acceptance Notice in respect of the Class
C Units has been delivered, divided by (y) 80, with the result multiplied by (z)
8.0%.

    


    (xv)         "YP" shall mean the calendar
year in which the respective Call was exercised by proper delivery of an
Exercise Notice or the Accepted Sale Request occurred.

    


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

    


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

    


    (f)           Accounting
Procedures.

    


    (i)           Upon
exercise of each Call or Accepted Sale Request, MDC Holdco may prepare or, at
its discretion, may 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 year contained within the Measuring Period, 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 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").  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 such Annual Determination to WWG 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.


    
      
         


      

      
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    (ii)           If
WWG does not agree that any Annual Determination correctly states the applicable
calculations of PBT, Revenues or AM for the period under examination, WWG shall
promptly (but not later than 30 days after the delivery of such Annual
Determination to WWG) give written notice to MDC Holdco of any exceptions
thereto (in reasonable detail describing the nature of the disagreement
asserted).  If WWG 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 WWG and MDC Holdco are unable to reconcile their
differences in writing within 20 days after written notice of exceptions is
delivered to WWG (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 WWG and MDC Holdco may agree) to resolve all items in
dispute.  If WWG does not give written notice of any exception within
30 days after the delivery of an Annual Determination or if WWG 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 WWG 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 WWG 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 WWG or MDC Holdco may request the American
Arbitration Association in New York City (the "AAA") 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 WWG, on the other hand, shall share the fees of the
AAA equally.  For purposes of this Section 10.4(f) the term "Independent Auditors" shall
include such other accounting firm chosen in accordance with this clause
(iii).

    


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


    
      
         


      

      
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    (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.  WWG, 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 WWG, MDC Holdco shall request that the Accountants
make their work papers available to WWG 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.

    


    (g)           Closing.  The
closing for each purchase and sale of Units (a “Put/Call 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 Put/Call Closing
takes place is referred to in this Agreement as its “Put/Call Closing Date”.  At
each Put/Call Closing, the parties shall execute an Assignment of Unit Agreement
in form and substance reasonably acceptable to MDC Holdco and WWG 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 Put/Call
Closing, the Company and WWG 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 Put/Call Closing until any such
governmental or regulatory approval is obtained.

    


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

    


    (i)           Effect of Events During Period Class B
Units and Class C 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 his respective Employment
Agreement).  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 Put/Call 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(f) 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 WWG or WWG2 to receive any
Put/Call Purchase Price payment under this Agreement.


    
      
         


      

      
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    (j)           MDC Partners
Guaranty.  MDC Partners hereby agrees to pay, or cause MDC
Holdco to pay, when due, each payment of Put/Call Purchase Price required
pursuant to this Article X.

     

    ARTICLE
XI

    INDEMNIFICATION

    


    Section
11.1        Indemnification
of Managers, Members and Officers.  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, Member or officer to the fullest extent permitted or authorized by the
laws of the State of Delaware as if the Company was a corporation organized
under the laws of Delaware.  This indemnification provision shall
inure to each of the Managers and Members of the Company, and other Persons
serving at the request of the Company (as provided in this Article), and in the
event of his death shall extend to his legal representatives; but such rights
shall not be exclusive of any other rights to which he may be
entitled.

    


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


    
      
         


      

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

    


    Section
11.5        Definitions.  For
purposes of this Article XI:

    


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

    


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

    


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

    


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


    
      
         


      

      
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    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        “Team”
Name.  The Members
hereby agree that (a) all right, title and interest in the trade name “Team” 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 Founding Partners
shall endeavor to have any materials, documents or other items that reference
the name "Team” or any variations thereof to be followed by the words "an MDC
Partners Company".

    


    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.


    
      
         


      

      
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    "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 all 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, during
calendar years 2010-2012, Cash Flow must be at least an amount necessary to
satisfy the distribution required pursuant to Section 3.4(a)(i).

    


    "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) and Section 3.6(b) 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.

    


    “Class C 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 C
Units for all preceding calendar years since the Effective Time fell short of
the cumulative allocations to holders of Class C Units of GAAP PBT under Section
3.5(a) for such prior years.

    


    “Class D 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 D
Units for all preceding calendar years since the Effective Time fell short of
the cumulative allocations to holders of Class D 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.


    
      
         


      

      
        50

        
          

        

      

      
         


      

    

     

    "Effective Time" shall mean
March 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 and state income
taxes for such period, determined in accordance with GAAP.

    


    "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 each of the Conveyance Documents.

    

    


    
      (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 or 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).

    


    
      
         


      

      
        51

        
          

        

      

      
         


      

    

     

    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.

    


    "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.

    


    "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;

    


    
      
         


      

      
        52

        
          

        

      

      
         


      

    

     

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

    

    


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

    

    


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

    

    


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

    

    


    
      (vii)       
Notwithstanding
any other provisions of this definition, any items which are specially allocated
pursuant to Sections 3.3(d), (e) and (f) 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, Class B Units, Class C Units or Class D Units, as
applicable.

     

    ARTICLE
XIV

    MISCELLANEOUS

    


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


    
      
         


      

      
        53

        
          

        

      

      
         


      

    

     

    If to MDC
Holdco or MDC Partners, to:

    


    MDC Partners Inc.

    45
Hazelton Avenue

    Toronto,
Ontario

    Canada
M5R 2E3

    Attention:  Rob
Dickson

    Fax:  (416)
960-9555

    


    with a copy
to:

    


    MDC
Partners Inc.

    950 Third
Avenue

    New York,
NY 10022

    Attn:  Mitchell
Gendel, General Counsel

    Fax:  (212)
937-4365

    


    If to WWG, to:

    


    c/o TEAM
Enterprises, Inc.

    110 E.
Broward Blvd., Suite 2450

    Fort
Lauderdale, FL 33301

    Attention:
Daniel K. Gregory

    Fax:

    


    with a copy
to:

    


    Jeffrey
M. Ostrow, Esq.

    Kopelowitz
Ostrow

    220 SW
1st
Avenue, Suite 1200

    Fort
Lauderdale, FL 33301

    Email:
ostrow@kolawyers.com

    Fax:
(954) 525-4300

    


    If to the Company, to:

    


    c/o MDC
Partners Inc.

    45
Hazelton Avenue

    Toronto,
Ontario

    Canada
M5R 2E3


    
      
         


      

      
        54

        
          

        

      

      
         


      

    

     

    Attention:  Rob
Dickson

    Fax:  (416)
960-9555

    


    with a copy
to:

    


    MDC
Partners Inc.

    950 Third
Avenue

    New York,
NY 10022

    Attn:  Mitchell
Gendel, General Counsel

    Fax:  (212)
937-4365

     

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

    


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

    


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

    


    Section
14.4        Amendment
or Modification.  The power to adopt, alter, amend or repeal
this Agreement is vested solely in the Members. Except for the amendments
contemplated by Sections 2.1, 2.2(d) and 10.4(g), 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 WWG. 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.


    
      
         


      

      
        55

        
          

        

      

      
         


      

    

     

    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.

     

    *                      *                      *


    
      
         


      

      
        56

        
          

        

      

      
         


      

    

     

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

     

    
      
        
          
            
              
                
                  
                    	
                            MDC
      ACQUISITION INC.

                          
	 
      	 
      
	
                            By: 

                          	
                            /s/ 

                          
	 
      	
                            Name:
      Michael Sabatino

                          
	 
      	
                            Title:
      President

                          
	 
      	 
      
	
                            WWG,
      LLC

                          
	 
      	 
      
	
                            By:

                          	
                            /s/
      

                          
	 
      	
                            Name:  
       Daniel K. Gregory

                          
	 
      	
                            Title:     
      Managing Member

                          
	 
      	 
      
	
                            WWG2,
      LLC

                          
	 
      	 
      
	
                            By:

                          	
                            
                              /s/
      

                            

                          
	 
      	
                            Name:   
      Daniel K. Gregory

                          
	 
      	
                            Title:    
       Managing Member

                          
	 
      	 
      
	
                            TEAM
      HOLDINGS LLC

                          
	 
      	 
      
	
                            By:

                          	
                            
                              /s/
      

                            

                          
	 
      	
                            Name:
      Daniel K. Gregory

                          
	 
      	
                            Title:
      Manager

                          
	 
      	 
      
	
                            MDC
      PARTNERS INC.

                          
	
                            (solely
      with respect to Section 10.4(j))

                          
	 
      	 
      
	
                            By:

                          	
                            
                              /s/
      

                            

                          
	 
      	
                            Name:
      Mitchell Gendel

                          
	 
      	
                            Title:
      General Counsel and Corporate Secretary

                          


                  

                

              

            

          

        

      

    
 

    
      
         


      

      
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