Exhibit 10.9
 DISCOVERREADY LLC
 THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
 dated as of November 2, 2009
 THE MEMBERSHIP INTERESTS REPRESENTED BY THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH MEMBERSHIP INTERESTS MAY NOT BE SOLD, ASSIGNED,
PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS
OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH
HEREIN.




---



##### 



THIRD AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
DISCOVERREADY LLC
 THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Exhibit A Article I
 RECITALS
    Contribution
  Membership Interests
Purchase Agreement
   1




---



##### 



AGREEMENT
  Article I  Defined Terms
 Article I
 Acquisition
 Act
 Additional Members Section 3.4
 Adjusted Capital Account Deficit
  d
 d
 Adjusted EBITDA
 (A)
    
    reduced by the amount of any (i) gains derived from any unusual and infrequent,
nonrecurring event that would be characterized as extraordinary under GAAP, (ii)
gains resulting from the sale or other disposition of assets not in the ordinary course
of business, (iii) gains attributable to adjustments relating to prior periods;
all to the extent the foregoing items are included in the determination of net
income; and
  2




---



##### 



(B)
    
    increased by the amount of any (i) interest expense, (ii) income or gross
receipts taxes, (iii) depreciation and amortization, (iv) losses derived from any
unusual and infrequent, nonrecurring event that would be characterized as
extraordinary under GAAP, (v) net losses resulting from the sale or other disposition
of assets not in the ordinary course of business, and (vi) deductions or losses
attributable to adjustments relating to prior periods; all to the extent the foregoing
items are deducted in the determination of net income.
 Affiliate Affiliated provided however
 Agreement
 Appraiser Section 7.7(c)
 Assumed Tax Rate Section 4.1(b)
 Attorney-in-Fact Section 5.10(a)
 Available Cash
 Business
  3




---



##### 



Business Day
 Buying Holder Section 7.5(a)
 Call Closing Section 7.8(b)
 Call Closing Date Section 7.8(b)
 Call Delivery Date Section 7.8(a)
 Call Equity Value Per Common Unit
 Call Note Section 7.8
 Call Notice Section 7.8(a)
 Call Purchase Price
 Call Purchase Price Calculation Section 7.8(c)
 Call Purchase Price Objection Notice Section 7.8(c)
 Call Securities Section 7.8(b)
 Capital Account
 Capital Call Notice Section 3.3(a)
 Capital Contribution
  4




---



##### 



Certificate of Formation
 Certificates Section 7.1
 Code
 Common Equivalent Basis
 Common Unit
 Company Property
 Company
 Convertible Securities
 Declined Contribution Section 3.3(b)
 Declined Offered Securities Section 7.5(b)
 Declining Buying Holder Section 7.5(b)
 Declining Investor
 Depreciation provided however
  5




---



##### 



Disputing Buying Holder Section 7.5(e)
 Disputes Section 10.5(a)
 Dolan
 Dolan Sale Amount Section 7.9
 Economic Interest
 Economic Owner Section 9.2 Section 9.4
 Eligible Investor Section 3.5
 Equity Interests
 Equity Value
 Equity Value Per Common Unit
 Excluded Securities
  6




---



##### 



Exiting Minority Member Section 7.7(a)
 First Amended and Restated Operating Agreement
 Fiscal Year
 Forced Sale Equity Value Per Common Unit
 Forced Sale Purchase Price
 Formula Value Per Common Unit
 GAAP
 Gross Asset Value
  de minimis de minimis g provided however
  7




---



##### 



m provided however
  Holdco Percentage Exhibit C
 Indemnitees Section 5.6
 Involuntary Withdrawal
      8




---



##### 



Liquidation Amount Section 8.2(a)(iv)
 Make-Up Buying Holders Section 7.5(b)
 Majority-in-Interest of the Members
 Manager Section 5.1(a)
 Mays Employment Term
 Member Exhibit A
 Membership Interest Holder
 Membership Interest
 Minority Member
 Negative Capital Account
 Notice Section 10.2
 Notice of Exercise Section 7.5(b)
 Offered Securities Section 7.5(a)
 Offered Securities Closing Date Section 7.5(c)
 Offeror Section 7.5(a)
 Officer Section 5.2(a)
 Optional Capital Contributions Section 3.3
 Original Operating Agreement
 Outside Date Section 7.5(d)
  9




---



##### 



Parkhill Securities Section 7.7(d)
 Participating Buying Holder Section 7.5(b)
 Participating Investor Section 3.4(b)(ii)
 Participating Notice Section 3.4(b)(ii)
 Participating Percentage
 Participating Transfer Notice Section 7.5(b)
 Permitted Transferee
 Person
 Profits and Losses Article IV
  i
    10




---



##### 



m 4
 Section 4.3(c) Section 4.4
 Proportionate Amount
 Purchase Amount Section 7.9
 Put Closing Section 7.7(b)
 Put Closing Date Section 7.7(b)
 Put Delivery Date Section 7.7(a)
 Put Equity Value Per Common Unit
 Put Note Section 7.7
 Put Notice Section 7.7(a)
 Put Purchase Price
 Put Purchase Price Calculation Section 7.7(c)
  11




---



##### 



Put Purchase Price Objection Notice Section 7.7(c)
 Put Securities Section 7.7(b)
 Regulations
 ROFR Closing Section 7.5(c)
 Sale of the Company
 Second Amended and Restated Operating Agreement
 Secretary
 Securities Act
 Sell
 Selling Holder Section 7.5(a)
 Selling Minority Member Section 7.8(a)
 Senior Agent
 Senior Credit Agreement
  12




---



##### 



Senior Indebtedness
 Senior Lenders
 Senior Liens
 Senior Security Agreement
 Substituted Member Section 7.3
 Supermajority-in-Interest of the Members
 Tag-Along Notice Section 7.9
 Tag-Along Amount Section 7.9
 Tag Transfer Notice Section 7.9
 Tax Distribution Section 4.1(b)
 Tax Matters Partner Section 9.5
 Third Party Claim Section 5.6
 Third Party Purchaser Section 7.6
 Transaction Section 7.9
 Transfer
 Transfer Notice Section 7.5(a)
 Transfer Offer Section 7.5(a)
 Transfer Offer Price Per Security Section 7.5(a)
 UCC Section 7.1
  13




---



##### 



Article II  Formation and Name; Office; Purpose; Term
 Formation of the Company
 Name of the Company
 Purpose
 Term Article VIII
 Registered Office; Registered Agent; Principal Office; Other Offices
 Members Exhibit A Exhibit A Exhibit A
  14




---



##### 



No State-Law Partnership Section 2.7
 Article III  Capital Contributions
 Membership Interests Exhibit A
 Initial Capital Contributions Section 3.2
 Optional Capital Contributions by Members Optional Capital Contributions
 Capital Call Notices of Optional Capital Contributions Capital Call Notice
  15




---



##### 



Procedures Regarding Insufficient Optional Capital Contributions Declined Contribution Section 3.3(b) Section 3.3(b)
 Rejection of Optional Capital Contribution
 Issuance of Additional Membership Interests
 New Securities
  16




---



##### 



Preemptive Rights Section 3.4(a) Eligible Investor
 Preemptive
Notice
 Section 3.4(b) Declining Investor Section
3.4(b) Participating Investor Participating Notice
 Section 3.4(b)
  17




---



##### 



No Interest on Capital Contributions
 Return of Capital Contributions
 Form of Return of Capital
 Capital Accounts
 Loans provided however
 Article IV
Distributions and Allocations
 Distributions of Available Cash Article IV
 Distributions
 pari passu Section 3.4
   18




---



##### 



Distributions to Pay Tax Liabilities Section
4.1(a) Section 4.7(a) Section 4.1(a) Section 4.1(b) Section 4.7(a) Section 4.1(b) Section
4.1(a) Section 4.1(a) Section 8.2(a)(iv) Section 4.1(b)
 Restrictions on Distributions. Section 4.1(b)
  19




---



##### 



Allocations of Profits and Losses
 Sections 4.3(b) 4.3(i)
  Section 4.3(a) Section 4.3(a) d
   20




---



##### 



21




---



##### 



Special Allocations Relating to Entity-Level Taxes
 Allocation upon Dissolution and Liquidation of the Company Section 8.2(a)(iv) Section 4.5 Section 4.5 Section 8.2(a)(iv)
 Allocation for Income Tax Purposes
 Allocation in General Section 4.6(b) Section 4.3
 Section 704(c) Items
  22




---



##### 



Allocations Solely for Tax Purposes Section 4.6
 Withholding
  Withholding Amount" Section 4.1(a) Section 8.2(a)(iv) Section 4.1(a)
 Article V  Management by Manager
 Manager
 In General Manager"
  23




---



##### 



Term of Office; Resignation and Removal
 Vacancies
 Reimbursement
 Authority of the Manager
 Officer Officers
         24




---



##### 



Section 5.1 Section 5.2 Section 5.2
 Performance of Duties; No Liability of Manager
 Right to Engage in Other Activities Section 3.3(c)
 Transactions Between the Company and the Members Section 3.9
  25




---



##### 



Right to Indemnification
 Indemnitees Third Party
Claim Section 5.6(a)
 Section 5.6(a) Indemnifying
Affiliate
  26




---



##### 



Section 5.6(b)
 Nonexclusivity of Rights Article V Article V
 Insurance Article V
 Savings Clause Article V Article V Article V
 Power of Attorney
 Grant of Power Attorney-in-Fact
 Section 10.4
  27




---



##### 



Section 7.5
 Section 8.1
 Irrevocability Section 7.3(d)
 Article VI  Members
 No Control of the Company; Other Limitations
 Incapacity or Dissolution Article VII
 Members Meetings
  28




---



##### 



Place of Members Meetings provided however
 Notice of Members Meeting
 Waiver of Notice
 Proxies
 Members Voting Rights
 Quorum and Required Vote
  29




---



##### 



Action by Written Consent
 Record Date
 Supermajority-in-Interest Consent Requirement
   provided however Section 6.4(c)
 Information Rights Observer Section 6.5 Information Section 6.5 Section 6.5
  30




---



##### 



Section 6.5 Section 6.5 Section 6.5 Section 6.5
 Article VII  Certificates; Transfer of Membership Interests
 Certificates Certificate UCC
 Legends
   31




---



##### 



Transfers
 Sections 7.4, 7.5 7.6 7.7 7.8 7.9 provided however
 Section 7.3 Section 7.4
    Section 7.3 Section 7.3
  32




---



##### 



Sections 7.3(a) 7.3(b)
    Exhibit C
 Permitted Transferees
 Section 7.3(a) Sections 7.3(b) 7.3(d)
 Sections 7.3(a) 7.3(b)
  33




---



##### 



Right of First Refusal Section 7.5 Sections 7.4(b) 7.6 7.7 7.8 7.9
 Transfer Offer Section 7.5 Selling Holder Transfer
Notice Buying Holder Offeror Offered Securities Transfer Offer
Price Per Security
 Section 7.5 Declining Buying Holder Section 7.5 Participating Buying Holder Participating Transfer Notice Declined Offered Securities Make-Up Buying
Holders Section 7.5(d)
  34




---



##### 



ROFR Closing Offered Securities Closing Date Exhibit B Transfer Agreement
 Outside Date Section 7.3(b) Section 7.5 de novo
 Section 7.5 provided however Disputing Buying Holder provided further however Section 10.5 Section 10.5
  35




---



##### 



Drag-Along Rights Third Party Purchaser Section 7.6 provided Existing Restrictive Covenant provided however Section 7.6 Section 7.6 Section 7.4(b) Section 7.4(b)
  36




---



##### 



Put Right
 Section 7.5 rd Exiting Minority Member Put Notice Put Delivery Date
 Section 7.7(a) Put Securities Put Closing Section 7.7(c) Put Closing Date
 Appraisal Put Purchase Price Calculation Put Purchase Price
Objection Notice Section 7.7(c) Appraiser
  37




---



##### 



Section 7.7 Parkhill Securities Section 7.7
 Call Option
 Section 7.5 rd Selling Minority Member Call Notice Call
Delivery Date
 Section 7.8(a) Call Securities Call Closing Section 7.8(c) Call Closing Date
  38




---



##### 



Call Purchase Price Calculation Call Purchase Price Objection Notice Section 7.8(c) Section 7.7
 Section 7.8
 Tag-Along Rights
 Transaction Tag Transfer Notice Dolan Sale Amount Section 7.9 Section 7.9 Section 7.9
  39




---



##### 



Tag-Along Notice th Section 7.9 Tag-Along Amount Section 7.9(h) Section 7.9(c)
 Purchase Amount
   Section
7.9
  40




---



##### 



Section 7.9 provided however Section 7.9
 Section
7.9 Section 7.9
 Withdrawal of Members
 No Appraisal Rights
  41




---



##### 



Article VIII  Dissolution, Liquidation, and Termination of the Company
 Events of Dissolution
 Procedure for Winding Up and Dissolution
     Section 4.1(a)
  Cancellation of Certificate Section 2.1
 Article IX  Books, Records, Accounting, and Tax Elections
 Bank Accounts
 Books and Records
   42




---



##### 



Articles III IV
 Annual Accounting Period
 Reports
 Tax Matters Partner; Tax Elections tax matters
partner Tax Matters Member
 Title to Company Property
  43




---



##### 



Article X  General Provisions
 Further Assurances
 Notifications Notice
 Specific Performance
 Amendment; Waivers Section 10.4 provided however 7.3(a) 7.4(b) 7.5 7.7 7.8 10.4 10.12
  44




---



##### 



Exhibit A Section 3.3 Section
3.4 Exhibit A Section 3.4 Sections 3.3 3.4(b) 4.1 6.4 7.5 7.7 7.8 7.9 10.4
 Arbitration; Submission to Jurisdiction
 Section 10.3 Disputes et seq
  45




---



##### 



Section 10.5(a) Section 10.5(a)
 Consent to Jurisdiction Section
10.5(a) Section 10.3 Section 10.2
 GOVERNING LAW
 Disclosure
 Descriptive Headings; Interpretation
  46




---



##### 



Severability
 Counterparts
 Attorneys Fees
 Binding Provisions provided however Sections 7.3(a) 7.4(b) 7.7 7.8
 Entire Agreement
  47




---



##### 



Delivery by Facsimile or Other Electronic Transmission
 Third Party Beneficiary. Section 7.7
 [Signature Page Follows]
  48




---



##### 



IN WITNESS WHEREOF,
 COMPANY:
DISCOVERREADY LLCBy:
    /s/ James P. DolanName:
    James P. DolanTitle:
    Vice PresidentMEMBERS:
DOLAN MEDIA COMPANYBy:
    /s/ James P. DolanName:
    James P. DolanTitle:
    Chairman, President and Chief Executive OfficerDR HOLDCO LLCBy:
    /s/ James K. Wagner, Jr.Name:
    James K. Wagner, Jr.Title:
    CEO and Manager




---



##### 



Section 10.15
 /s/ Steve Harber

Steve Harber/s/ Jim Wagner

Jim Wagner/s/ Paul Yerkes

Paul Yerkes/s/ David Shub

David Shub/s/ Parkhill Mays

Parkhill Mays




---



##### 



EXHIBIT A
 List of Members, Capital Contributions,  Common Units and Participating Percentages
 Name, Address, Phone
    
    
    
    
    
    Participatingand Fax of Member
    
    Common Units
    
    
    PercentageDolan Media Company222 South Ninth Street, Suite 2300Minneapolis, Minnesota 55402Attention: James P. DolanPhone: (612) 317-9425Fax: (612) 317-9434
    
    
    850,000
    
    
    
    85
    %DR Holdco, LLC55 Broadway, 21st FloorNew York, New York 10006Attention: James K. WagnerSteven R. HarberPhone:Fax:
    
    
    150,000
    
    
    
    15
    %TOTAL
    
    
    1,000,000
    
    
    
    100
    %




---



##### 



EXHIBIT B




---



##### 



TRANSFER AGREEMENT
 BETWEEN
 [BUYING HOLDER(S)/DISCOVERREADY LLC/DOLAN MEDIA COMPANY]
 AND
 SELLING HOLDER
 [ , 20]




---



##### 



TRANSFER AGREEMENT
 TRANSFER AGREEMENT Agreement    Closing Date Purchaser Seller
 RECITALS
 WHEREAS  Transferred Units Company
 WHEREAS LLC Agreement
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 1.
AGREEMENT TO SELL AND PURCHASE
 Sale and Purchase
 Delivery Purchase Price




---



##### 



2. REPRESENTATIONS AND WARRANTIES OF THE SELLER
  Organization and Good Standing
 Authorization
 Ownership; No Liens
 No Conflict
    No Consent Required.




---



##### 



3.
REPRESENTATIONS AND WARRANTIES OF PURCHASER
  Organization and Good Standing. [corporation/limited liability company]
 Authorization.
 No Conflict.
   4.
COVENANTS AND AGREEMENTS
 Reasonable Efforts; Further Assurances; Cooperation
 Transfer Taxes




---



##### 



5.
DEFINITIONS
 Definitions.
 Contract
 Consent(s)
 Governmental Authorization
 Governmental Entity
 Insolvency Laws
 Legal Requirement
 Liens
 Losses
 Order
 Organizational Documents




---



##### 



Person
 Purchaser Indemnified Party
 Seller Indemnified Party
 6. INDEMNIFICATION
 Survival of Representations and Warranties
 Indemnification by the Seller
 Indemnification by the Purchaser
 7.
MISCELLANEOUS
 Waiver and Amendment
 Entire Agreement




---



##### 



Severability
 Binding Effect; Assignment
 Counterparts
 Governing Law; Consent to Jurisdiction




---



##### 



IN WITNESS WHEREOF,
 PURCHASER:
[BUYING HOLDER(S)/DISCOVERREADY
LLC/DOLAN MEDIA COMPANY]ByName:Title:SELLER:
DR HOLDCO LLCByName:Title: Transferred Units
    
    Aggregate Purchase Price for Transferred UnitsCommon Units:
    
    $




---



##### 



EXHIBIT C
  James K Wagner
    
    
    36.0
    %Steven R. Harber
    
    
    36.0
    %David Shub
    
    
    13.1
    %Parkhill Mays
    
    
    2.1
    %Paul Yerkes
    
    
    2.9
    %