MEMBERSHIP UNIT PURCHASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

MEMBERSHIP UNIT PURCHASE AGREEMENT

by and among

ZG ACQUISITION INC.,

MDC PARTNERS INC.,

ZYMAN GROUP, LLC,

ZYMAN COMPANY, INC.,

SERGIO ZYMAN (only with respect to Section 7.3)

and

MANAGEMENT SELLERS SIGNATORY HERETO

Dated April 1, 2005

TABLE OF CONTENTS

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MEMBERSHIP UNIT PURCHASE AGREEMENT

MEMBERSHIP UNIT PURCHASE AGREEMENT (this “ Agreement ”) dated April 1, 2005, by and among ZG ACQUISITION INC. , a Delaware corporation (the “ Purchaser ”), MDC PARTNERS INC. , a corporation organized under the federal laws of Canada (“ MDC Partners ”), Sergio Zyman (with respect to Section 7.3.), ZYMAN GROUP, LLC , a Delaware limited liability company (together with any predecessor company, including Zyman Group, LLC, a Nevada limited liability company (“ Nevada LLC ”), and including, for purposes of Article III (other than Sections 3.1-3.4, 3.6 and 3.7.2), its subsidiaries, the “ Company ”), ZYMAN COMPANY, INC. , a Delaware corporation (“ Zyman ”), and the other unitholders of the Company listed on the signature page hereto (collectively, the “ Management Sellers ”; together with Zyman, the “ Sellers ” and each individually, a “ Seller ”).

W I T N E S S E T H :

WHEREAS , as of the date hereof, Zyman and the Management Sellers own approximately 98% of the outstanding units of membership interests of the Company (the “ Units ”);

WHEREAS , the Purchaser shall acquire on the terms and conditions set forth below, up to 63% of the Units owned by each Seller, subject to Section 2.1 below;

WHEREAS , the Purchaser and the Sellers shall become parties to a limited liability company agreement relating to the Company (the “ LLC Agreement ”); and

WHEREAS , the boards of directors or managers, as applicable, of the Purchaser, the Company and Zyman have approved, and each of the Management Sellers has approved, the transactions contemplated in this Agreement upon the terms and subject to the conditions set forth in this Agreement;

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 parties do hereby agree as follows:

ARTICLE I

PRE-CLOSING TRANSACTIONS

Section 1.1                                    Bonuses .  The Sellers shall take all action necessary to cause the Company to establish a bonus plan for employees of the Company following Closing, which plan shall be substantially in the form set forth on Exhibit 1.1 and otherwise be satisfactory to the Purchaser (the “ Bonus Plan ”).  Any bonus payments made pursuant to the Bonus Plan are referred to in this Agreement as “ Management Bonus Payments ”.

ARTICLE II

SALE OF THE PURCHASED UNITS; PURCHASE PRICE AND CLOSING

Section 2.1                                    Sale of the Purchased Units .  Subject to the terms and conditions herein stated, each Seller agrees to sell, assign, transfer and deliver to the Purchaser on the Closing Date (as defined in Section 2.3), and the Purchaser agrees to purchase from each such Seller on the Closing Date, the number of Class B Units of the Company (the “ Class B Units ”) set forth opposite such Seller’s name on Schedule 2.1 hereto which units, pursuant to the terms of the operating agreement of the Company shall automatically be converted into Class A Units of the Company (the “ Class A Units ” and together with the Class B Units, the “ Units ”).  To the extent that 31,500,000 exceeds the number of Units specified on Schedule 2.1 as of Closing for all Sellers, then, at the Purchaser’s election, on the Closing Date Zyman will sell a number of additional Units to Purchaser up to the amount of such excess.  The actual number of Units purchased and sold pursuant to the foregoing provisions of this Section 2.1 are referred to herein as the “ Purchased Units ”.  The Purchased Units sold by the Management Sellers pursuant to this Section 2.1 are referred to herein as the “ Management Purchased Units ” and the Purchased Units sold by Zyman pursuant to this Section 2.1 are referred to herein as the “ Zyman Purchased Units ”.

Section 2.2                                    Purchase Price .  In full consideration for the purchase by the Purchaser of the Purchased Units, the purchase price for the Purchased Units shall be equal to the product of the number of Purchased Units and $2.07143 per Unit, subject to the required additional payment pursuant to Section 2.2.1 and subject to adjustment pursuant to Section 2.2.1(i) (the “ Purchase Price ”), which Purchase Price shall be paid as follows:

2.2.1                         Payments.

(i)                                      Cash Payments .  At the Closing, the Purchaser shall pay (x) to Zyman the difference between (A) the product of the number of Zyman Purchased Units and $1.70003 per Unit minus (B) the product of (1) the sum of (a) the amount, if any, by which the total unpaid principal balance reflected in the Revolving Credit Payoff Amount (as defined below) exceeds $2,581,424 (such difference, the “ Revolving Credit Deficit Amount ”) and (b) the amount, if any, by which the total unpaid principal balance under the Company’s credit agreement dated June 8, 2004 with Wachovia Bank (as such agreement has been amended, supplemented or modified, the “ Term Loan ”) exceeds $5,942,645 (such difference, the “ Term Loan Deficit Amount ”) and (2) the fraction (expressed as a percentage) in which the numerator is the number of Zyman Purchased Units and the denominator is the total number of Purchased Units; (y) to each Management Seller the product of (A) the difference between (1) the product of the number of Management Purchased Units and $1.86429 per Unit minus (2) the product of (a) the sum of the Revolving Credit Deficit Amount and the Term Loan Deficit Amount and (b) a fraction (expressed as a percentage) in which the numerator is the number of Management Purchased Units and the denominator is the total number of Purchased Units multiplied by (B) the fraction (expressed as a percentage) in which the numerator is the number of Management Purchased Units being sold by such Management Seller and the denominator is the total number of Management Purchased Units (the “ Management Percentage ”) and (z) to JPMorgan Chase Bank, N.A. (the “ Escrow Agent ”), on behalf

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of each Management Seller, an amount equal to the product of (A) the number of Management Purchased Units and (B) $0.20714 and (C) the applicable Management Percentage, which amount shall be held in escrow subject to the terms and conditions of an escrow agreement in the form attached hereto as Exhibit 2.2.1(ii)  and Article VIII (while held in escrow, the “ Escrow Cash Amount ”).

(ii)                                   Stock Payments . Subject to Section 2.3 below, at the Closing, the Purchaser shall deliver to (x) the Escrow Agent on behalf of Zyman 635,795 Class A Shares (subordinate voting shares) of MDC Partners (“ MDC Stock ”), registered in the name of Zyman, to be held in escrow subject to the terms and conditions of an escrow agreement in the form attached hereto as Exhibit 2.2.1(ii)  and Article VIII (while held in escrow, the “ Escrow Share Amount ” and, together with the Escrow Cash Amount, the “ Escrow Amount ”) and (y) Zyman 504,180 shares of MDC Stock, registered in the name of Zyman.  The stock payments made pursuant to this Section 2.2.1(ii) are referred to herein collectively as the “ Stock Payment ”.

(iii)                                Additional Payment . Within forty-five days after the 2005 Determination (as defined below) shall have become binding on the parties pursuant to the procedures set forth in Section 2.2.3, the Purchaser shall pay to the Sellers an aggregate additional payment (the “ 2005 Additional Payment ”) equal to the positive difference, if any, between $7,820,796 minus an amount, if any, equal to the greater of (x) the positive difference, if any, of $35,000,000 less the Additional Payment PBT for the Company’s 2005 fiscal year and (y) the product of (1) 50% and (2) the positive difference, if any, of $75,000,000 less the amount of Revenues for the Company’s 2005 fiscal year (the greater of the amounts in clauses (x) and (y), the “ Additional Payment Shortfall Amount ”); provided, further, that in the event that Revenues for the Company’s 2006 fiscal year exceed $75,000,000 and Additional Payment PBT for the Company’s 2006 fiscal year exceeds $35,000,000 but is equal to or less than $42,000,000, within forty-five days after the 2006 Determination (as defined below) shall have become binding on the parties pursuant to the procedures set forth in Section 2.2.3, the Purchaser shall pay to the Sellers an additional aggregate payment together with the payment described in the further proviso set forth below (the “ 2006 Additional Payment ” and, together with the 2005 Additional Payment, the “ Additional Payment ”) equal to the product of (x) $4,252,558 and (y) a fraction, the numerator of which is the difference between actual Additional Payment PBT for the Company’s 2006 fiscal year and $35,000,000 and the denominator of which is $7,000,000; provided, further that in the event that Revenues for the Company’s 2006 fiscal year exceed $75,000,000 and Additional Payment PBT for the Company’s 2006 fiscal year exceeds $42,000,000, the 2006 Additional Payment shall equal (A) $4,252,558, plus (B) an amount equal to the lesser of (1) the difference between Additional Payment PBT for the Company’s 2006 fiscal year and $42,000,000, and (2) an amount equal to the Additional Payment Shortfall Amount.  The Purchaser shall pay to each Seller an amount equal to the product of the Additional Payment and the fraction in which the numerator is the number of Purchased Units being sold by such Seller and the denominator is the total number of Purchased Units (with respect to a Seller, such Seller’s “ Seller Percentage ”).  All of the Additional Payment which is paid to the Management Sellers shall be paid in cash.  At least eighty percent (80%) of any applicable Additional Payment paid to Zyman shall be paid in cash and the remainder of

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the Additional Payment paid to Zyman shall be paid in MDC Stock having a Market Value equal to the amount of the remainder of the Additional Payment paid to Zyman (the portion up to 20% of the Additional Payment to be made in stock being in the Purchaser’s sole discretion), in each case in accordance with Section 2.3.  For purposes of this Agreement “ Market Value ” shall mean the average of the closing prices per share of MDC Stock in U.S. dollars reported on the NASDAQ Stock Market for the 20 consecutive trading days immediately prior to the date on which the Additional Payment is required to be paid.

2.2.2                         Article II Defined Terms .

(i)                                      The term “ Closing Balance Sheet” means the balance sheet of the Company as of the Closing Date to be prepared in accordance with GAAP consistently applied.

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

(a)                                   any expenses for equity-based compensation which accrues prior to, on or after Closing and is attributable to transactions contemplated by this Agreement, including, without limitation, expenses or other charges related to the acceleration of vesting of any units of Nevada LLC, the exchange of units of Nevada LLC, cash and promissory notes for Units, the issuance of units of Nevada LLC or Units, the issuance or exercise of options to acquire units of Nevada LLC or Units, and the cancellation or exchange of options to acquire units of Nevada LLC;

(b)                                  any expenses incurred prior to or after the Closing in connection with the negotiation, preparation and execution of this Agreement and the other documents to be delivered at the Closing hereunder and the consummation of the transactions contemplated under this Agreement, including any amortization or depreciation expense attributable to the increase in the book value of any assets (whether tangible or intangible) of the Company resulting from the Merger, any amortization or depreciation expense attributable to the increase in the book value of any assets (whether tangible or intangible) of the Company resulting from any acquisition of any Purchased Units by Purchaser pursuant to this Agreement, and interest payable by or for the Company on indebtedness related to any such acquisition;

(c)                                   neither the proceeds from nor any dividends or refunds with respect to, nor any increases in the cash surrender value of, any life insurance policy under which the Company, or any subsidiary thereof, is the named beneficiary or otherwise entitled to recovery, shall be included as income, nor shall the premiums payable

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in a calendar year with respect to any such life insurance policy be considered as an expense to the extent a death occurs in such calendar year;

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

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

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

(g)                                  any bonus paid by the Company to Sergio Zyman pursuant to the terms of the employment agreement between SZ and the Company dated as of the date hereof (the “ SZ Employment Agreement ”).

(iii)                                The term “ Revenues ” shall mean the consolidated revenues of the Company and its subsidiaries, for a specified calendar year, determined in accordance with GAAP, consistently applied.

2.2.3                         Accounting Procedures.

(i)                                      The Purchaser shall cause an independent accounting firm chosen by Purchaser and reasonably acceptable to Zyman (the “ Accountants ”), as soon as practicable after the end of calendar year 2005, to prepare in accordance with GAAP, a report containing audited consolidated and consolidating balance sheets of the Company (for the avoidance of all doubt, inclusive of its predecessor) and its subsidiaries as of the close of business on December 31, 2005, and related audited consolidated and consolidating statements of income of the Company for such calendar year, in each case together with a statement of the Accountants based upon such report which (x) states that it was prepared in accordance with this Agreement and (y) sets forth the calculation of Revenues and Additional Payment PBT for calendar year 2005, 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 2.2 (the “ 2005 Determination ”).  The Accountants shall deliver a copy of the 2005 Determination to Zyman not later than 120 days after December 31, 2005.  The Company shall pay the fees and expenses of the Accountant.

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(ii)                                   If Zyman does not agree that the 2005 Determination correctly states the calculation of Additional Payment PBT and Revenues for fiscal year 2005, Zyman shall, within 30 days after the delivery of such 2005 Determination to Zyman, give written notice to the Purchaser of any exceptions thereto (in reasonable detail describing the nature of the disagreement asserted).  If the Purchaser and Zyman reconcile their differences, the 2005 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 the Purchaser and Zyman are unable to reconcile their differences in writing within the Reconciliation Period, the items in dispute shall be submitted to the Independent Auditors for final determination, and the 2005 Determination shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law.  The Independent Auditors shall consider only the items in dispute and shall be instructed to act within 20 days (or such longer period as Zyman and the Purchaser may agree) to resolve all items in dispute.  If Zyman does not give written notice of any exception within 30 days after the delivery of the 2005 Determination or if Zyman gives written notification of its acceptance of the 2005 Determination prior to the end of such 30 day period, such 2005 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 2.2.3, then the Purchaser and Zyman agree to select another mutually acceptable accounting firm to perform the services to be performed under this Section 2.2.3 by the Independent Auditors.  If the Purchaser and Zyman 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 the Purchaser or Zyman may request the American Arbitration Association in New York, New York (the “ AAA ”) to appoint an independent firm of certified public accountants to perform the services required under this Section 2.2.3 by the Independent Auditors.  The Company shall pay the fees and expenses of the AAA and the Independent Auditors.  For purposes of this Section 2.2.3 the term “ Independent Auditors ” shall include such other accounting firm chosen in accordance with this clause (iii).

(iv)                               The procedures specified in clauses (i)-(iii) above shall be used for purposes of determining Revenue and Additional Payment PBT for 2006 except that each occurrence of “2005” shall be deemed to refer to “2006”.

2.2.4                         Examination of Books and Records .  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, the Accountants and the Independent Auditors to the extent required to determine the calculations required under Section 2.2.  Zyman, on the one hand, and the Purchaser, on the other hand, shall make available to the other party and their representatives (including auditors) any back-up materials generated by them to support a position that is contrary to the position taken by the other party.

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Section 2.3                                    Payment of the Purchase Price .  The cash portion of the Purchase Price shall be made by the Purchaser to the Escrow Agent and each Seller in accordance with Section 2.1.1(i) by bank check or direct wire transfer of immediately available funds to the account designated by the Escrow Agent or the applicable Seller, as the case may be, in writing to the Purchaser pursuant to this Agreement at least two business days prior to Closing.  The Stock Payment described in Section 2.1.1(ii) shall be made by delivery of certificates representing MDC Stock to the Escrow Agent and to Zyman.  Any payment in shares of MDC Stock pursuant to Section 2.1.1(iii) shall be made by delivery of certificates representing MDC Stock to Zyman or its nominee.  Certificates representing MDC Stock shall be delivered no later than 5 business days after the Closing Date.  Payment shall be deemed to include imputed interest, to the extent required by the Internal Revenue Code of 1986, as amended (the “ Code ”).  Subject to this Section 2.3, the shares of MDC Stock shall be eligible for sale by the holders thereof subject to and in accordance with the applicable securities laws of the U.S. and Canada.  Zyman agrees that (i) none of the shares of MDC Stock delivered as part of the Stock Payment to Zyman may be sold before the first anniversary of the Closing Date and (ii) no more than 33.33% of the shares of MDC Stock delivered to Zyman as part of the Stock Payment may be sold on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date; provided, however, that a distribution from Zyman to its shareholders of such MDC Stock or interests in the escrow agreement including such stock shall not be deemed to be a sale for these purposes or restricted by the foregoing; nor shall any further contribution or other transfer by any such shareholder to one or more of the other shareholders or to a trust for the benefit of one or more of the shareholders, or a distribution by a trust shareholder to its beneficiaries in accordance with the terms of the respective trust agreement, be restricted, in any such case, to the extent such permitted transferee shall agree to be bound by the restrictions of this sentence.

Section 2.4                                    Closing .  The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place as promptly as practicable (and in any event within two business days) after satisfaction or waiver of the conditions set forth in Article VI (such date is herein referred to as the “ Closing Date ”), at the offices of Jones Day, 1420 Peachtree Street, N.E., Suite 800, Atlanta, Georgia, 30309.

2.4.1                         Closing Deliveries.

(i)                                      At the Closing, Zyman shall deliver to the Purchaser:

(a)                                   a payoff letter (which shall include commitments from the obligees to fully discharge and release all Liens affecting property or assets of the Company and its subsidiaries upon the receipt of the payoff amount) with respect to the Company Credit Facility (the payoff amount with respect to the Company Credit Facility, the “ Revolving Credit Payoff Amount ”);

(b)                                  a copy of the certificate of formation of the Company, certified by the Secretary of State of Delaware, dated within two business days of the Closing Date;

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(c)                                   certified copies of the resolutions duly adopted by the Zyman board of directors and the Company’s board of managers authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; and

(d)                                  a copy of the certificate of merger, certified by the Secretary of State of Delaware, with respect to the Merger.

(ii)                                   At the Closing, the Purchaser shall deliver to Zyman, on behalf of the Sellers:

(a)                                   a copy of the certificate of incorporation of the Purchaser, certified by the Secretary of State of Delaware, dated within two business days of the Closing Date;

(b)                                  a certified copy of the Articles of Amalgamation of MDC Partners; and

(c)                                   certified copies of the resolutions duly adopted by each of the Purchaser’s board of directors and MDC Partners board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby.

ARTICLE III
REPRESENTATIONS OF THE COMPANY AND THE SELLERS

A.                                    Each of the Sellers (except that the representations and warranties made in clause (ii) of Section 3.1.1, the last sentence of Section 3.1.3 and the last sentence of Section 3.1.4 and Section 3.2 are made only by Zyman) severally represents and warrants to the Purchaser and MDC Partners as follows:

Section 3.1                                    Execution and Validity of Agreements; Zyman; Restrictive Documents .

3.1.1                         Execution and Validity .

(i)                                      Such Seller has the full legal right and capacity to enter into this Agreement and to perform such Seller’s obligations hereunder.  This Agreement has been and each other agreement entered into by such Seller in connection with the transactions contemplated hereby (all such agreements executed by the Sellers and the Company, the “ Other Agreements ”) will be, duly and validly executed and delivered by such Seller and, assuming due authorization, execution and delivery by the Purchaser, MDC Partners and each other party hereto or thereto, constitutes or, when executed, will constitute a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except that (i) such enforcement may be subject to applicable

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bankruptcy, insolvency or other similar laws, now or hereinafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought (collectively, the “ Enforceability Exceptions ”).

(ii)                                   With respect to Zyman, the execution and delivery of this Agreement and the Other Agreements to which it is a party, and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all required corporate action on behalf of Zyman.  Zyman is duly organized and is validly existing and in good standing (including tax status) under the laws of the State of Delaware, with the full power and authority to own its property and to carry on its business all as and in the places where such properties are now owned or operated or such business is now being conducted, except where such failure to be in good standing or so qualify would not have a Zyman Material Adverse Effect.  The term “ Zyman Material Adverse Effect ” shall mean any circumstance, change in or effect on Zyman that is or would reasonably be likely to be materially adverse to Zyman’s ability to consummate any transaction contemplated under this Agreement to be undertaken by it or any Other Agreement to which it is a party.

3.1.2                         No Restrictions .  There is no suit, action, claim, investigation or inquiry by any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (“ Governmental or Regulatory Authority ”), and no legal, administrative or arbitration proceeding pending or, to such Seller’s knowledge, threatened against such Seller with respect to the execution, delivery and performance of this Agreement or any Other Agreement entered into by such Seller or the transactions contemplated hereby or thereby.

3.1.3                         Non-Contravention .  The execution and delivery by such Seller of this Agreement and any Other Agreement, and the performance by such Seller of such Seller’s obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, will not (a) result in the violation by such Seller of any statute, law, rule, regulation or ordinance (collectively, “ Laws ”), or any judgment, decree, order, writ, permit or license (collectively, “ Orders ”), of any Governmental or Regulatory Authority, applicable to such Seller, or (b) conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, or require such Seller to obtain any consent, approval or action of, make any filing with or give any notice to, or result in or give to any Person (as defined in Section 9.4) any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of such Seller, under any of the terms, conditions or provisions of any agreement, commitment, lease, license, evidence of indebtedness, mortgage, indenture, security agreement, instrument, note, bond, franchise, permit, concession, or other instrument, obligation or agreement of any kind, written or oral (collectively, “ Contracts ”) to which such Seller is a party or by which such Seller or any of his or her assets or properties are bound except for, in any such case, such failures as would not, individually or in the aggregate, have a Seller Material Adverse Effect.  The term “ Seller Material Adverse Effect ” shall mean any circumstance, change in or effect on such Seller that is or would reasonably be likely to be materially adverse

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to such Seller’s ability to consummate any transaction contemplated to be undertaken by it under this Agreement or any Other Agreement to which it is a party.  The execution and delivery by Zyman of this Agreement and any Other Agreement, and the performance by Zyman of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, will not result in a violation or breach of any provision of its organizational documents.

3.1.4                         Approvals and Consents .  Except as described in Section 5.3, no consent, approval or action of, or filing with or notice to, any Governmental or Regulatory Authority or Person is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which such Seller is a party or by which such Seller’s assets are bound, for the execution and delivery of this Agreement and any Other Agreement by such Seller, the performance by such Seller of such Seller’s obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby.  No consent, approval, notice or other action is required under Zyman’s amended and restated certificate of incorporation or its bylaws.

3.1.5                         Units; Class B Units .  Such Seller is the record owner of the number of Units of the Company set forth opposite such Seller’s name on Schedule 3.1.5 .  Upon delivery of the Purchased Units owned by such Seller to the Purchaser at Closing and the conversion of such Units into Class A Units, and payment of the purchase price therefor as provided herein, such Seller will transfer good and valid title to such Purchased Units to the Purchaser, free and clear of all Liens.

3.1.6                         Bonuses and Remuneration .  Except as set forth on Schedule 3.1.6 , neither such Seller nor any of such Seller’s respective affiliates (other than the Company) has given, and such Seller has not agreed or made any written or verbal commitment to give, any employee of the Company (or any family member or any affiliate of any employee of the Company, in the case of Zyman, or any other employee of the Company, in the case of any Management Seller) any bonus, gift, award, or any similar type of remuneration in connection with the transactions contemplated hereby and the LLC Agreement.

3.1.7                         Merger .  Prior to the date hereof, Zyman and the Management Sellers have taken all necessary action to approve the merger of Nevada LLC with and into the Company pursuant to an agreement and plan of merger dated as of March 29, 2005 (such transaction, the “ Merger ” and such agreement, the “ Merger Agreement ”) and, prior to the Closing, the Merger shall have been consummated in accordance with the provisions of such agreement.

Section 3.2                                    Representation by Zyman re: Investment in MDC Stock .

3.2.1                         Investment .  Zyman is acquiring MDC Stock for Zyman’s own account, not as a nominee or agent, and not with a view to, of for sale in connection with, any distribution thereof.  Zyman understands that the MDC Stock has not been, and at Closing will not have been, registered under the Securities Act, or any state securities laws, by reason of specific exemptions from the registration provisions of the Securities Act.  Zyman is an “accredited investor” within the meaning of Rule 501(a) promulgated under the Securities Act.

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3.2.2                         Investment Experience .  Zyman represents that Zyman has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in MDC Stock, and has the ability to bear the economic risks of an investment in MDC Stock.  Zyman further represents that Zyman has had access, during the course of the transactions and prior to the execution and delivery of this Agreement to all such information as it deemed necessary or appropriate.

3.2.3                         Restrictions on Transfer .  Zyman understands that the MDC Stock may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

3.2.4                         Legend .  Zyman understands that each certificate representing the MDC Stock will be endorsed with a legend substantially as follows:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR FOLLOWING RECEIPT BY THE ISSUER OF AN OPINION SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER MAY BE EFFECTUATED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PROVIDED IN THAT CERTAIN MEMBERSHIP UNIT PURCHASE AGREEMENT DATED APRIL 1, 2005 PURSUANT TO WHICH SUCH SECURITIES WERE ISSUED.”

B.                                      The Company and the Sellers, jointly and severally, represent and warrant, as of the date hereof, to the Purchaser and MDC Partners, as follows:

Section 3.3                                    Execution and Validity; Existence and Good Standing .  The Company has the full power and authority to enter into this Agreement and the Other Agreements to which it is a party and to perform its obligations hereunder and thereunder. The

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execution and delivery of this Agreement and the Other Agreements to which it is a party by the Company, the performance of its obligations hereunder and thereunder, and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all required limited liability company action on behalf of the Company. Each of this Agreement and the Other Agreements to which it is a party has been or, in the case of Other Agreements not executed as of the date hereof, will be duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Purchaser, MDC Partners and any other party hereto or thereto, constitutes (or will constitute) a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.  The Company and each of its subsidiaries is duly organized and is validly existing and in good standing (including tax status) under the laws of the jurisdiction in which it was organized, with the full power and authority to own its property and to carry on its business all as and in the places where such properties are now owned or operated or such business is now being conducted except where such failure to be in good standing or to qualify would not have a Material Adverse Effect.  The Company and each of its subsidiaries is duly qualified, licensed or admitted to do business and is in good standing (including tax status) in each jurisdiction in which the ownership, use or leasing of its assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary except where such failure to qualify would not have a Material Adverse Effect.  The term “ Material Adverse Effect ” as it applies to the Company and its subsidiaries, shall mean any circumstance, change in or effect on the Company that is or would reasonably be likely to be materially adverse to its business, assets, properties, liabilities, obligations (whether absolute, accrued, conditional or otherwise), condition (financial or otherwise) or results of operations.

Section 3.4                                    Capital Stock; Equity Ownership; No Options or Restrictions; Subsidiaries and Investments .  Schedule 3.4 sets forth the number of authorized Units of the Company and the number of outstanding Units of the Company.  The record owners of the outstanding Units of the Company are as set forth on Schedule 3.4 .  Except as set forth on Schedule 3.4 , there are no outstanding subscriptions, options, warrants, rights (including “phantom stock rights”), calls, commitments, conversion rights, rights of exchange, plans or other agreements or arrangements of any kind providing for the purchase, issuance or sale of any equity or ownership or proprietary interest of the Company or any of its subsidiaries, or which grants any Person the right to share in the earnings of the Company or any of its subsidiaries or with respect to the sale or transfer of any equity interest of the Company or any of its subsidiaries.  Each outstanding Unit was duly and validly authorized and issued by the Company, and is fully paid and non-assessable, and was not issued in violation of any preemptive right which has not been waived.  Each outstanding equity security of each of the Company’s subsidiaries was duly and validly authorized and issued by such subsidiary, and is fully paid and non-assessable, and was not issued in violation of any preemptive right which has not been waived.  There is no suit, action, claim, or to the knowledge of the Company, investigation or inquiry by any Governmental or Regulatory Authority, and no legal, administrative or arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, with respect to the execution, delivery and performance of this Agreement or the Other Agreements or the transactions contemplated hereby or thereby or any other agreement entered into by the Company in connection with the transactions contemplated hereby or thereby. Except as set forth on Schedule 3.4 , the Company does not own any capital stock or other equity or ownership or proprietary interest in any Person.

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Section 3.5                                    Financial Statements; Internal Controls; No Material Changes

3.5.1                         Schedule 3.5(a)  sets forth (a) the audited combined balance sheets of the Company (for the avoidance of all doubt, including its predecessor) as at December 31, 2002, December 31, 2003 and December 31, 2004 (the December 31, 2004 balance sheet being referred to herein as the “ Balance Sheet ”) and (b) the related audited combined statements of operations and comprehensive income, stockholders’ equity and cash flows for the fiscal years then ended as audited by Moore Stephens Tiller LLC.  Such financial statements have been prepared in accordance with GAAP consistently applied throughout the periods indicated and fairly present the financial condition of the entity or entities included within such balance sheet, at the respective date thereof, and the results of operations, comprehensive income, stockholders’ equity and cash flows for the periods indicated.  Each balance sheet included in the financial statements reflects all claims against and all debts and liabilities of such entities, fixed or contingent, as at the respective date thereof, required to be shown thereon under GAAP.

3.5.2                         Schedule 3.5(b)  attached hereto sets forth a complete and correct copy of the Sarbanes-Oxley Section 404 compliance audit review report prepared by the Bonadio Group for the Company (the “ 404 Report ”).  The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; and (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP.

3.5.3                         Since December 31, 2004 (the “ Balance Sheet Date ”), there has been no Material Adverse Effect.

Section 3.6                                    Books and Records .  The Company has delivered to the Purchaser complete and correct copies of the Certificate of Formation and the operating agreement of the Company and the comparable organizational documents of its subsidiaries.

Section 3.7                                    Title to Properties; Encumbrances; No Prior Activities by Merger Sub .

3.7.1                         Title to Properties; Encumbrances .  Except as set forth on Schedule 3.7.1 and except for the assets and rights to be conveyed pursuant to the Intellectual Property Assignment (as defined below) contemporaneously with the Closing, the Company has good and valid title to, or enforceable leasehold interests in or valid rights under contract to use, all properties and assets owned or used by the Company (real, personal, tangible and intangible), including, without limitation (a) all the properties and assets reflected in the Balance Sheet, (b) all the properties and assets purchased or otherwise contracted for by the Company since the Balance Sheet Date (except for properties and assets reflected in the Balance Sheet or acquired or otherwise contracted for since the Balance Sheet Date that have been sold or otherwise disposed of in the ordinary course of business) and (c) to the extent not addressed in clauses (a) or (b), the Learjet Model 60 Aircraft (the “ Airplane ”), in each case free and clear of all Liens, except for Permitted Liens and Liens set forth on Schedule 3.7.1 .  As of the Closing Date, the Company shall have good and valid title to, or enforceable leasehold interests in or valid rights under contract to use, all of the assets and rights to be conveyed pursuant to the Intellectual Property Assignment.  The term “Permitted Liens” as used herein means any of the following: (i) liens

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for Taxes or assessments not yet due and payable or being contested in good faith; (ii) mechanics’, carriers’, workers’, repairers’ and other similar liens arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of Seller; and (iii) such liens, imperfections in title, charges, easements, restrictions, encumbrances or other matters that do not adversely and materially affect the use of the Company’s assets to which they are currently put, or the Company, each taken as a whole .  The property and equipment used by the Company and its subsidiaries in the conduct of their business (the “ Business ”), whether owned or otherwise contracted for, is in a state of good maintenance and repair (ordinary wear and tear excepted) and is adequate and suitable for the purposes for which they are presently being used.

3.7.2                         No Prior Activities .  Prior to the Merger, the Company (for this purpose, excluding Nevada LLC and its subsidiaries) had not engaged in any activities other than in connection with its formation, the negotiation, execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereby.

Section 3.8                                    Real Property .

3.8.1                         Owned Real Property .  The Company does not own any real property (including ground leases) or hold a freehold interest in any real property or any option or right of first refusal or first offer to acquire any real property.

3.8.2                         Leased Real Property .  Schedule 3.8.2 contains an accurate and complete list of all real property leases, subleases, real property licenses and other occupancy agreements, including without limitation, any modification, amendment or supplement thereto and any other related document or agreement executed or entered into by the Company (each individually, a “ Real Property Lease ” and collectively, the “ Real Property Leases ”).  Each Real Property Lease set forth on Schedule 3.8.2 (or required to be set forth on Schedule 3.8.2 ) is valid, binding and in full force and effect; all rents and additional rents and other sums, expenses and charges due thereunder to date on each such Real Property Lease have been paid; and the lessee has been in peaceable possession since the commencement of the original term of such Real Property Lease and no waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor.  There exists no default or event of default by the Company or to the knowledge of the Company, by any other party to any Real Property Lease; and there exists no occurrence, condition or act (including the purchase of the Purchased Units hereunder) which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default by the Company under any Real Property Lease, and there are no outstanding claims of breach or indemnification or notice of default or termination of any Real Property Lease.  The Company holds the leasehold estate on all the Real Property Leases free and clear of all Liens except as set forth on Schedule 3.8.2 .  The real property leased by the Company is in a state of good maintenance and repair (ordinary wear and tear excepted), adequate and suitable for the purposes for which it is presently being used.  The Company is in physical possession and actual and exclusive occupation of the whole of each of its leased properties.  The Company does not owe any brokerage commission with respect to any of the Real Property Leases.

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Section 3.9             Contracts .   Schedule 3.9 hereto contains an accurate and complete list of the following Contracts to which the Company is a party:  (a) all Plans (as such term is defined in Section 3.20), (b) any personal property lease with a fixed annual rental of $25,000 or more, (c) any Contract relating to capital expenditures which involves payments of $50,000 or more in any single transaction or series of related transactions, (d) any Contract relating to the making of a loan or advance to or investment in, any other Person, except for advances to employees for business expenses in the ordinary course of business and consistent with past practices, (e) any agreement, instrument or arrangement evidencing or relating in any way to indebtedness for money borrowed or to be borrowed, whether directly or indirectly, by way of loan, purchase money obligation, guarantee (other than the endorsement of negotiable instruments for collection in the ordinary course of business), conditional sale, purchase or otherwise, in any such case, in an amount that exceeds $50,000, (f) any management service, employment, consulting or similar type of Contract which is not cancelable by the Company without penalty or other financial obligation within 30 days, (g) any Contract limiting the Company’s freedom to engage in any line of business or to compete with any other Person, including, without limitation, any agreement limiting the ability of the Company or any of their respective affiliates to take on competitive accounts during or after the term thereof, (h) any collective bargaining or union agreement, (i) any Contract between the Company and any officer or member of the Board of Managers of the Company not covered by subsection (f) above (including indemnification agreements), (j) any secrecy or confidentiality agreement (other than standard confidentiality agreements in computer software license agreements or agreements with clients entered into in the ordinary course of business), (k) any agreement with respect to any Intellectual Property (as defined in Section 3.15) other than “shrink-wrap” and similar end-user licenses, (l) any agreement with a client required to be listed on Schedule 3.17 , (m) any agreement, indenture or other instrument which contains restrictions with respect to the payment of distributions in respect of the Units, (n) any joint venture agreement involving a sharing of profits not covered by clauses (a) through (m) above, (o) any Contract (not covered by another subsection of this Section 3.9) which involves $100,000 or more over the unexpired term thereof and is not cancelable by the Company, as the case may be, without penalty or other financial obligation within 30 days, (p) any Contract with a media buying service; provided, however, commitments to purchase media in the ordinary course of business do not have to be set forth on Schedule 3.9 , and (q) any agreement between the Company and any of the Sellers. Notwithstanding anything to the contrary contained above, (x) commitments for media and production expenses which are fully reimbursable from clients, and (y) estimates or purchase orders given in the ordinary course of business relating to the execution of projects, do not have to be set forth on Schedule 3.9 . Each Contract set forth on Schedule 3.9 , is in full force and effect, and there exists no default or event of default by the Company in any material respect or to the knowledge of the Company, by any other party, or occurrence, condition, or act (including the purchase of the Purchased Units hereunder) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder in any material respect by the Company, and there are no outstanding claims of breach or indemnification or notice of default or termination of any such Contract.  Summaries of all oral Contracts contained on Schedule 3.9 are complete and accurate in all material respects.

Section 3.10                             Non-Contravention; Approvals and Consents .  As of the Closing Date, the execution and delivery by the Company of this Agreement and any Other Agreement to

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which it is a party and the performance by the Company of each of its obligations hereunder or thereunder and the consummation of the transactions contemplated hereby and thereby, will not (a) violate, conflict with or result in the breach of any provision of the certificate of formation or the LLC Agreement; (b) result in the violation by the Company of any Laws or Orders of any Governmental or Regulatory Authority applicable to the Company or any of the Company’s assets or properties, or (c) if the consents and notices set forth in Schedule 3.10 are obtained, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, or require the Company to obtain any consent, approval or action of, make any filing with or give any notice to, or result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of the Company, or under any of the terms, conditions or provisions of any Contract or Permit to which the Company is a party or by which the Company or any of their respective assets or properties were or are bound, except, in the case of the foregoing clauses (b) and (c), for any such failures to be correct that would not be material to the Company or its subsidiaries.  Except as set forth in Schedule 3.10 , no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other Person is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract or Permit to which the Company is a party, or by which the Company’s assets or properties were or are bound for the execution and delivery of this Agreement or the Other Agreements by the Company, the performance by the Company of its obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, except in connection with the Merger or as described in Section 5.6 and except for such consents, approvals, actions, filings or notices the failure of which to be obtained or made would not be material to the Company or its subsidiaries.

Section 3.11                             Litigation .  Except as set forth on Schedule 3.11 , there is no action, claim, suit, proceeding at law or in equity by any Person, or any arbitration or any administrative or other proceeding by or before (or to the knowledge of the Company, any investigation by) any Governmental or Regulatory Authority, pending or, to the knowledge of the Company, threatened, against the Company or any of its subsidiaries or any of their respective properties or rights.  The Company is not subject to any Order entered in any lawsuit or proceeding. Schedule 3.11 also sets forth with respect to each pending or threatened action, claim, suit or proceeding listed thereon, the amount of costs, expenses or damages the Company has incurred to date and reasonably expects to incur through the conclusion thereof.

Section 3.12                             Taxes .  The Company has timely completed and filed, or caused to be filed, taking into account any valid extensions of due dates, completely and accurately, all federal, state, local and foreign (if any) returns, declarations, reports, claims for refunds or information returns or statements relating to Taxes, including any schedules or attachments thereto and including any amendments thereof (“Tax Returns”) required under the statutes, rules or regulations of such jurisdictions to be filed by it.  The term “ Taxes ” means taxes, duties, charges or levies of any nature imposed by any taxing or other Governmental or Regulatory Authority, including without limitation income, gains, capital gains, surtax, capital, franchise, capital stock, value-added taxes, gross receipts, license, employment, severance, premium, windfall profits, registration, alternative or add-on minimum, estimated, taxes required to be deducted from payments made by the payor and accounted for to any tax authority, employees’ income withholding, back-up withholding, withholding on payments to foreign Persons, social

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security, national insurance, unemployment, worker’s compensation, payroll, disability, real property, personal property, sales, use, goods and services or other commodity taxes, business, occupancy, excise, customs and import duties, transfer, stamp, and other taxes (including interest, penalties or additions to tax in respect of the foregoing), and includes all taxes payable by the Company pursuant to Treasury Regulations §1.1502-6 or any similar provision of state, local or foreign law.  All Taxes shown on said returns to be due and all other Taxes due and owing (whether or not shown on any Tax Return) have been paid and all additional assessments received prior to the date hereof have been paid or are being contested in good faith, in which case, such contested assessments are set forth on Schedule 3.12.   The Company is not currently the beneficiary of any extension of time within which to file any Tax Return.  No claim has ever been made by an authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction and to Sellers’ knowledge, there is no basis for any such claim to be made.  There are no liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company.  No power of attorney has been executed with respect to any matter relating to Taxes of the Company which is currently in force.  Subject to the provisions of Section 7.2.4 below, the Company has collected all sales, use, goods and services or other commodity Taxes required to be collected and remitted or will remit the same to the appropriate taxing authority within the prescribed time periods.  The Company has withheld all amounts required to be withheld on account of Taxes from amounts paid to employees, former employees, directors, officers, members, residents and non-residents and remitted or will remit the same to the appropriate taxing authorities within the prescribed time periods.  The amount set up as an accrual for Taxes (aside from any reserved for deferred Taxes established to reflect timing differences between book and Tax accrual) on the Balance Sheet (as opposed to the notes thereto) is sufficient, as computed in accordance with GAAP, for the payment of all unpaid Taxes of the Company, whether or not disputed, for all periods ended on and prior to the date thereof.  Since the Balance Sheet Date, the Company has not incurred any liabilities for Taxes other than in the ordinary course of the business of the Company consistent with past custom and practice.  The Company has no Knowledge that any authorities may assess any additional Taxes for any period for which Tax Returns have been filed.  The Company has delivered to the Purchaser correct and complete copies of all federal, state and local income Tax Returns filed with respect to the Company.  Except as set forth on Schedule 3.12 , none of the federal, state or local income Tax Returns of the Company have ever been audited by the Internal Revenue Service or any other Governmental or Regulatory Authority.  To the Company’s knowledge, no examination of any return of the Company is currently in progress, and the Company has not received notice of any proposed audit or examination.  No deficiency in the payment of Taxes by the Company for any period has been asserted in writing by any taxing authority and remains unsettled at the date of this Agreement.  The Company has made no agreement, waiver or other arrangement providing for an extension of time with respect to the assessment or collection of any Taxes against it.  The Company has not been a member of an affiliated group filing consolidated federal income Tax Returns, nor has it been included in any combined, consolidated or unitary state or local income Tax Return.  The Company will not be required as a result of a change in accounting method for any period ending on or before the Closing Date to include any adjustment under Section 481 of the Code (or any similar provision of state, local or foreign income tax law) in income for any period ending after the Closing Date, and there is no application pending with any governmental authority requesting permission for any changes in any of the Company’s accounting methods for Tax purposes.  No governmental

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authority has proposed any such adjustment or change in accounting method.  The Company has not entered into any Tax allocation, sharing or indemnification agreement with any party.  Since its formation, the Company has been treated as a partnership for purposes of federal, state and local income tax laws and, accordingly, has not been subject to federal, state or local tax based on gross or net income.  Zyman (and any predecessor of Zyman) has been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code at all times since January 1, 2003 and Zyman will be an S corporation up to and including the Closing Date.  Neither the Purchaser nor the Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:  (i) ”closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local, or foreign income tax law); (ii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iii) prepaid amount received on or prior to the Closing Date.

Section 3.13                             Liabilities .  Except as set forth in the Balance Sheet or the notes thereto or as set forth on Schedule 3.13 , to the knowledge of the Company, the Company has no outstanding claims, obligations, liabilities or indebtedness of any nature whatsoever as to which the Company is or may become responsible (collectively in this Section 3.13, “ Liabilities ”), whether accrued, absolute or contingent, determined or undetermined, asserted or unasserted, and whether due or to become due, other than (i) Liabilities specifically disclosed on Schedule 3.13 hereto; (ii) Liabilities under Contracts of the type required to be disclosed by the Sellers or the Company on any Schedule and so disclosed or which because of the dollar amount or other qualifications are not required to be listed on such Schedule other than liquidated damages or Liabilities arising from default or breach of such Contract; (iii) Liabilities arising under this Agreement; and (iv) Liabilities incurred in the ordinary course of business and consistent with past practice of the Company since the Balance Sheet Date not involving borrowings and which are not and are not expected to be material to the Company.

Section 3.14                             Insurance .  Schedule 3.14 contains a true and complete list (including the names and addresses of the insurers, the names of the Persons to whom such insurance policies have been issued, the expiration dates thereof, the annual premiums and payment terms thereof, whether it is a “claims made” or an “occurrence” policy and a brief description of the interests insured thereby) of all liability, property, workers’ compensation and other insurance policies currently in effect that insure the property, assets or business of the Company or the employees of the Company (other than self-obtained insurance policies by such employees).  Each such insurance policy is valid and binding and in full force and effect, all premiums due thereunder have been paid and the Company has not received any notice of cancellation or termination in respect of any such policy or default thereunder.  Neither the Company nor to the knowledge of the Company, the Person to whom such policy has been issued has received notice that any insurer under any policy referred to in this Section 3.14 is denying liability with respect to a claim thereunder or defending under a reservation of rights clause.  Except as set forth on Schedule 3.14 , within the last two years the Company has not filed for any claims exceeding $20,000 against any of its insurance policies, exclusive of automobile and health insurance policies. None of such policies shall lapse or terminate by reason of the transactions contemplated by this Agreement or any of the Other Agreements and all such policies shall continue in effect after the Closing Date for the benefit of the Company.  The Company has not received any notice of cancellation of any such policy.  The Company has not

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received written notice from any of its insurance carriers that any premiums will be materially increased in the future or that any insurance coverage listed on Schedule 3.14 will not be available in the future on substantially the same terms now in effect.

Section 3.15                             Intellectual Properties .

3.15.1                   Definitions .  For purposes of this Agreement, the following terms have the following definitions:

“ Intellectual Property ” shall include, without limitation, any or all of the following and all rights associated therewith: (a) all domestic and foreign patents, and applications therefor, and all reissues, reexaminations, divisions, renewals, extensions, continuations and continuations-in-part thereof; (b) all inventions (whether patentable or not), invention disclosures, improvements; (c) trade secrets, confidential and proprietary information, know how, technology, technical data and customer lists, financial and marketing data, pricing and cost information, business and marketing plans, databases and compilations of data, rights of privacy and publicity,