Exhibit 10.5






Exhibit 10.5




AMENDMENT NO. 1

to the

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

DISCOVERREADY, LLC




THIS AMENDMENT NO. 1 (this “Amendment”) to that certain Third Amended and Restated
Limited Liability Company Agreement dated as of November 2, 2009 (the “LLC Agreement”) of
DiscoverReady, LLC (the “Company”) is made and entered into effective for all purposes as
of April 30, 2010, by the Company and the Manager. Capitalized terms used but not otherwise defined
in this Amendment shall have the meanings specified in the LLC Agreement.



RECITALS




A. Dolan Media Company (“DMC”) and DR Holdco, LLC (“DR Holdco”), among others,
are parties to that certain common unit purchase agreement dated April 30, 2010, under the terms of
which DMC agreed to purchase an aggregate 3,059 Common Units from DR Holdco under the terms and
conditions set forth therein (the “Common Unit Purchase”).




B. Both DMC and DR Holdco are members of the Company.



C. Pursuant to Section 10.4 of the LLC Agreement, the Manager has amended the LLC Agreement to
reflect the change in DMC and DR Holdco’s ownership in the Company as a result of the Common Unit
Purchase.



AGREEMENT




1. Amendment. Exhibit A of the LLC Agreement is hereby replaced with Exhibit A attached to
this Amendment.



2. Reference to and Effect on the LLC Agreement. Each reference in the LLC Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be reference to
the LLC Agreement as amended by this Amendment. Except as specifically amended above, the LLC
Agreement shall remain in full force and effect and is hereby ratified in its entirety.



 


 









 






3. Miscellaneous.




	 	a.	 	This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed
and delivered shall be deemed to be an original and all of which taken together
shall constitute one and the same instrument. In accordance with the LLC Agreement,
this Amendment shall be effective upon execution by the Company and the Manager.
This Amendment, to the extent signed and delivered by means of a facsimile machine
or other electronic transmission (including transmission in portable document
format by electronic mail), shall be treated in all manner and respects and for all
purposes as an original agreement and shall be considered to have the same binding
legal effect as if it were the original signed version thereof delivered in person.
At the request of any party hereto, each other party hereto shall re-execute
original forms hereof and deliver them to all other parties, except
that the failure of any party to comply with such a request shall not render this Amendment
invalid or unenforceable. No party hereto shall raise the use of a facsimile machine
or other electronic transmission to deliver a signature, or the fact that any
signature was transmitted or communicated through the use of a facsimile machine or
other electronic transmission, as a defense to the formation or enforceability of a
contract and each such party forever waives any such defense.

	 
	 	b.	 	Section headings in this Amendment are included for convenience of
reference only and shall not constitute a part of this Amendment for any other
purpose.

	 
	 	c.	 	Each party shall do and perform, or cause to be done and performed, all
such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes of
this Amendment and the consummation of the transactions contemplated hereby.

	 
	 	d.	 	The language used in this Amendment will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.

	 
	 	e.	 	If and to the extent there are any inconsistencies between the LLC
Agreement and this Amendment, the terms of this Amendment shall control.






[Signature Page Follows]




 


 









 







IN WITNESS WHEREOF, the Company and Manager have executed this Amendment as of the date first
above written.



	 	 	 	 	 
	 	COMPANY:



DiscoverReady, LLC
 	 
	 	By:  	Dolan Media Company, its manager
 	 
	 	 	 
	 	By:  	/s/ Scott J. Pollei
 	 
	 	 	Scott J. Pollei, its executive vice president and 	 
	 	 	 chief operating officer 

 	 
	 	MANAGER:



Dolan Media Company

 	 
	 	By:  	/s/ Scott J. Pollei
 	 
	 	 	Scott J. Pollei, its executive vice president and 	 
	 	 	chief operating officer 	 



 


 









 





Exhibit A

List of Members, Common Units 

and Participating Percentages




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Participating	 
	Name, Address, Phone and Fax of Member	 	Common Units	 	 	Percentage	 
	 
	 	 	 	 	 	 	 	 
	Dolan Media Company 

222 South Ninth Street, Suite 2300


Minneapolis, Minnesota 55402


Attention: James P. Dolan


Phone: (612) 317-9420

Fax: (612) 317-9434
	 	 	853,059	 	 	 	85.3	%
	 
	 	 	 	 	 	 	 	 
	DR Holdco, LLC 

55 Broadway, 21st Floor


New York, New York 10006


Attention: James K. Wagner, Jr.


                   Steve Harber


Phone:

Fax:
	 	 	146,941	 	 	 	14.7	%
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TOTAL
	 	 	1,000,000	 	 	 	100	%