OPERATING AGREEMENT OF ABC.COM INVESTORS, LLC Dated as of, 20 TABLE OF CONTENTS ARTICLE I GENERAL PROVISIONS ARTICLE II DEFINITIONS

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1 OPERATING AGREEMENT OF ABC.COM INVESTORS, LLC Dated as of, 20 TABLE OF CONTENTS 1.1 Formation 1.2 Name 1.3 Purpose 1.4 Place of Business 2.1 Definitions ARTICLE I GENERAL PROVISIONS ARTICLE II DEFINITIONS ARTICLE III SUBSCRIPTION, COMMITMENTS AND CAPITAL CONTRIBUTIONS 3.1 Subscription to the Company 3.2 Commitments 3.3 Capital Contributions 3.4 Default In Payment of Commitment 3.5 Other Members 3.6 Company Property 3.7 Annual Fee 3.8 Additional Capital ARTICLE IV DISTRIBUTIONS 4.1 Distribution Policy 4.2 Distribution of Distributable Cash 4.3 Short-Term Investment Income 4.4 Distributions in Kind 4.5 Valuation of Securities 4.6 Offset Against Distributions to Members ARTICLE V CAPITAL ACCOUNTS AND ALLOCATIONS 5.1 Capital Accounts and Allocations 5.2 Illinois Personal Property Tax Replacement Income Tax

2 ARTICLE VI MANAGER 6.1 Management Authority 6.2 Limitations on Manager 6.3 Ordinary Operating Expenses 6.4 No Transfer or Loans; Removal 6.5 No Liability to Company or Members 6.6 Liability of the Manager 6.7 Indemnification of the Manager 6.8 Business Endeavors 6.9 Activities of the Manager and Potential Conflicts ARTICLE VII MEMBERS 7.1 Limited Liability 7.2 No Participation in Management 7.3 Transfer of Company Interests 7.4 No Resignation, Withdrawal or Loans 7.5 No Termination 7.6 Indemnification and Reimbursement for Payments on Behalf of a Member 7.7 Representations and Warranties of Members 7.8 Dissociation 7.9 Expulsion of a Member ARTICLE VIII DURATION AND TERMINATION 8.1 Duration 8.2 Liquidation of the Company 8.3 Termination ARTICLE IX BOOKS OF ACCOUNTS; MEETINGS; TAX MATTERS 9.1 Books 9.2 Fiscal Year 9.3 Reports 9.4 Tax Allocations 9.5 Tax Matters Member 9.6 Tax Elections ARTICLE X CERTIFICATE OF COMPANY; POWER OF ATTORNEY 10.1 Certificate of Company 10.2 Power of Attorney 11.1 Amendments 11.2 Successors 11.3 Governing Law; Severability ARTICLE XI MISCELLANEOUS

3 11.4 Notices 11.5 Counterpart Signature Pages 11.6 Miscellaneous

4 OPERATING AGREEMENT OF ABC.COM INVESTORS, LLC This Operating Agreement is dated as of, 20, between DEF Capital, LLC, an Illinois limited liability company, as the Manager, and the other members listed in Schedule I attached hereto. Capitalized terms used below without definition shall have the meanings given to such terms in Section 2. In consideration of the mutual promises and covenants set forth herein and for good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Members hereby agree as follows: ARTICLE I GENERAL PROVISIONS 1.1 Formation. The Members hereby agree to form a limited liability company (the Company ) pursuant to and in accordance with the Delaware Limited Liability Company Act. The term of the Company shall commence upon the filing of the Certificate with the Delaware Secretary of State and shall continue until dissolution and termination of the Company in accordance with the provisions of Article VIII. 1.2 Name. The name of the Company shall be ABC.com Investors, LLC or such other name or names as the Manager may designate from time to time. 1.3 Purpose. The Company is organized for the purposes of (i) investing in ABC, Inc. ( ABC.COM ), (ii) managing, supervising and disposing of such investment and (iii) engaging in other activities incidental or ancillary thereto. 1.4 Place of Business. The Company shall maintain an office and principal place of business in Chicago, Illinois, or at such other place or places as may be designated from time to time by the Manager. ARTICLE II DEFINITIONS 2.1 Definitions. Capitalized terms used in this Agreement shall have the meanings set forth below or as otherwise specified herein: Adjusted Capital Account with respect to any Member means the balance in such Member s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments: (i) crediting to such Capital Account any amounts that such Member is obligated to restore or is deemed to be obligated to restore pursuant to Treas. Reg (b) (2)(ii)(b)(3), (b)(2)(ii)(c), (g) and (i)(5) and (ii) debiting (a) to such Capital Account the items described in Treas. Reg (b)(2)(ii)(d)(4), (5) and (6) to the extent that such items are not otherwise reflected in such Capital Account and (b) the sum of all prior distributions, including amounts distributed pursuant to paragraph 4.2(a) and (b). Basis with respect to any security means the basis thereof as determined in accordance with the Code.

5 Business Day means any day other than a Saturday, a Sunday or any day on which commercial banks in Chicago, Illinois are required to be closed. Capital Account has the meaning set forth in Section 5.1. Capital Contribution with respect to each Member means the aggregate amount of cash received by the Company from such Member, as set forth on Schedule I attached hereto, less the amount of any Capital Contribution that is returned pursuant to Section 3.3. Carried Interest means the Manager s interest in the Company s Net Profits allocated to the Manager pursuant to Sections 5.1(c)(i)(C) and (D) and Net Losses allocated to the Manager pursuant to Sections 5.1(c)(ii)(A) and (B). Certificate has the meaning set forth in Section Code means the Internal Revenue Code of 1986, as amended from time to time Commitment with respect to each Member, means the aggregate amount of cash agreed to be contributed as capital to the Company by such Member, as set forth on Schedule I attached hereto, as the same may be modified from time to time under the terms of this Agreement. Company has the meaning as set forth in Section 1.1. Company Expenses means all (i) out-of-pocket fees and expenses (including legal, accounting, consulting and other fees and expenses and financing commitment fees) incurred by or on behalf of the Company in connection with acquiring or disposing of the Company s assets or the Company s activities, investments or business and (ii) costs and expenses incurred by or on behalf of the Company (including reasonable fees and expenses of legal counsel and other experts) relating to the investigation, defense or settlement of any asserted or threatened claim against the Company relating to or arising out of the Company s activities, investments or business. Notwithstanding anything herein to the contrary, no expenses incurred by or on behalf of the Company shall constitute Company Expenses to the extent the Company has received reimbursement of such amount from ABC.COM. Current Income means all interest and dividend income (including original issue discount and payment in kind income) from securities held by the Company (other than Short-Term Investment Income).

EXHIBIT A LIMITED PARTNERSHIP AGREEMENT LIMITED PARTNERSHIP AGREEMENT MKT CAPITAL, LP. Dated as of June 5, 2012

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