SIXTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMGI @VENTURES IV, LLC

EX-10.69 20 dex1069.htm AMENDMENT NO. 6 TO AMENDED AND RESTATED LLC AGREEMENT DATED JANUARY 24, 2003 AMENDMENT NO. 6 TO AMENDED AND RESTATED LLC AGREEMENT DATED JANUARY 24, 2003

Exhibit 10.69

 

SIXTH AMENDMENT TO

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CMGI @VENTURES IV, LLC

 

THIS SIXTH AMENDMENT, dated as of the 24th day of January, 2003, to the Amended and Restated Limited Liability Company Agreement dated as of July 27, 2001 (as amended to date, the “Agreement”), of CMGI @Ventures IV, LLC, a Delaware limited liability company (the “LLC”), is by and among a Majority in Number of the persons named as Class B Members on Schedule A to the Agreement. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.

 

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby amend the Agreement as follows:

 

1. Amendment to Schedule B. Schedule B to the Agreement is hereby deleted, and Schedule B attached hereto is substituted therefor, in order to reflect that (i) effective as of January 24, 2003, the relationship of Denise W. Marks with all Employers has terminated, and (ii) such termination constitutes an Event of Forfeiture. Pursuant to and in accordance with the Agreement: (A) Ms. Marks’ Profit Member Percentage Interest is reduced to zero, effective as of January 24, 2003, and (B) Ms. Marks’ Vested Percentage is 100%, and therefore, as a result of the occurrence of such Event of Forfeiture, (I) there shall be no modification of Ms. Marks’ Investment Percentage Interest in any Investment in which she participates as of January 24, 2003 and (II) no portion of any amount held in any Vesting Escrow for the benefit of Ms. Marks, shall be forfeited.

 

Ms. Marks shall continue to be subject to all other provisions of the Agreement, including without limitation, Section 6.06(b), and the fourth to last sentence in the definition of the term “Event of Forfeiture.”

 

2. No Other Amendments. In all other respects, the Agreement is hereby ratified and confirmed.

 

[Signature page follows.]

 


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

 

CLASS B MEMBERS (to be signed by a Majority in Number hereof):

/s/ Peter H. Mills

Peter H. Mills

/s/ David J. Nerrow, Jr.

David J. Nerrow, Jr.

/s/ Marc Poirier

Marc Poirier

 

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CMGI @VENTURES IV, LLC

 

SCHEDULE B

 

PROFIT MEMBERS AND PROFIT MEMBER PERCENTAGE INTERESTS

 

Class B Members


 

Profit Member Percentage Interest


Peter H. Mills

  39.61220%

David J. Nerrow, Jr.

  31.00086%

Marc D. Poirier

  29.27859%

Former Profit Members (Class B)


 

Profit Member Percentage Interest


Jonathan Callaghan

  -0-

John Scott Case

  -0-

Gary Curtis

  -0-

Josh Daniels

  -0-

Denise W. Marks

  -0-

Lior E. Yahalomi

  -0-

Class C Members


 

Profit Member Percentage Interest


Charles Finnie

  NA
    See Section 3.03(c)

Lynne Haro

  0.02500%

Denise McCabe

  0.08335%

 

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Former Profit Members (Class C)


 

Profit Member Percentage Interest


Denise Ames

  -0-

Mainini Cabute

  -0-

Peter Cochran

  -0-

Matthew Jennings

  -0-

John LaBarre

  -0-

Cara McCauley

  -0-

Daniel Pawliw

  -0-

Jim Quagliaroli

  -0-

Suresh Ramakrishnan

  -0-

Lisa Scoma

  -0-

Janet Veino

  -0-

 

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