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

EX-10.70 21 dex1070.htm AMENDMENT NO. 7 TO AMENDED AND RESTATED LLC AGREEMENT DATED FEBRUARY 3, 2003 AMENDMENT NO. 7 TO AMENDED AND RESTATED LLC AGREEMENT DATED FEBRUARY 3, 2003

Exhibit 10.70

 

SEVENTH AMENDMENT TO

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

CMGI @VENTURES IV, LLC

 

THIS SEVENTH AMENDMENT, dated as of the 3rd day of February, 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 (i) the Class A Member, (ii) Two-thirds in Number of the Class B Members and (iii) @Ventures Partners III, LLC. 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 Schedules A and B. Schedule A and Schedule B to the Agreement are hereby deleted, and Schedule A and Schedule B attached hereto, respectively, are substituted therefor, in order to reflect that (i) effective as of the date of this Amendment, Bradley Garlinghouse has transferred all of his right, title and interest in and to the LLC to @Ventures Partners III, LLC (the “Transferee”). The Class A Member and Two-thirds in Number of the Class B Members hereby consent to such transfer and to the admission of the Transferee to the LLC as a substitute Member for purposes of Article VIII of the Agreement. The interest acquired by the Transferee is that of a Former Profit Member, and such interest shall not be subject to forfeiture pursuant to Section 3.04 of the Agreement.

 

2. Agreement of Transferee. The Transferee, by its execution and delivery of this Amendment, hereby agrees to be bound by and subject to all of the provisions of the Agreement in respect of the interest acquired by it on the date hereof, hereby ratifies and confirms all actions taken by the LLC to date, and hereby makes each of the representations and warranties contained in Section 2.10 of the Agreement, as if they were set forth in their entirety herein. The Transferee hereby agrees and acknowledges that it has no right to participate in the conduct of the business or management of the LLC.

 

3. 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 A MEMBER

CMG @VENTURES CAPITAL CORP.

By

 

/s/ Peter L. Gray

Name

 

Peter L. Gray

Title

 

Secretary

 

CLASS B MEMBERS (to be signed by Two-thirds in Number):

/s/ Peter H. Mills


Peter H. Mills

/s/ David J. Nerrow, Jr.


David J. Nerrow, Jr.

/s/ Marc Poirier


Marc Poirier

 

TRANSFEREE:

@VENTURES PARTNERS III, LLC

By  

/s/ Peter H. Mills

Name:

 

Peter H. Mills

    Managing Member

 

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CMGI @VENTURES IV, LLC

 

SCHEDULE A

 

NAMES AND ADDRESSES OF THE MEMBERS

AND VESTING COMMENCEMENT DATES

 

Class A Members


 

Vesting Commencement Date


CMG @ Ventures Capital Corp.

100 Brickstone Square

Andover, MA 01810

  NA

 

Class B Members


 

Vesting Commencement Date


@Ventures Partners III, LLC*

100 Brickstone Square

Andover, MA 01810

  NA

Jonathan Callaghan*

263 Santa Rita

Palo Alto, CA 94301

  11/10/99

John Scott Case*

3723 Webster Street

San Francisco, CA 94123

  6/16/00

Gary Curtis*

7 Oak Arbor Road

Orinda, CA 94563

  5/1/00

Josh Daniels*

1465 Santa Cruz Avenue

Menlo Park, CA 94025

  11/10/99

Denise W. Marks*

One Orchard Lane

Topsfield, MA 01983

  11/10/99

Peter H. Mills

2 Sierra Lane

Portola Valley, CA 94028

  11/10/99

 

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David J. Nerrow, Jr.

One Jay Lane

Acton, MA 01720

  11/10/99

Marc D. Poirier

160 Christian Way

North Andover, MA 01845

  11/10/99

Lior E. Yahalomi*

1024 Cathcart Way

Stanford, CA 94305

  1/24/00

 

Class C Members


 

Vesting Commencement Date


Denise Ames

123 Beacon Drive

Milpitas, CA 95034

 

11/10/99

Mainini Cabute*

1455 Latham Street

Mountain View, CA 94041

 

12/1/99

Peter Cochran*

342 King Street

Redwood City, CA 94062

 

7/5/00

Charles Finnie*

128 Alvarado Road

Berkeley, CA 94705

 

1/31/00

Lynne Haro

233 Vera Avenue

Redwood City, CA 94061

 

2/22/00

Matthew Jennings*

3833 Park Boulevard, #9

Palo Alto, CA 94306

 

3/10/00

John LaBarre*

1157 Meadowbrook Circle West

Allentown, PA 18103

 

5/15/00


* Former Profit Member.

 

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Denise McCabe

15 Babicz Road

Tewksbury, MA 01876

  12/29/99

Cara McCauley*

1209 Beacon Street, Apt. 6

Brookline, MA 02146

  3/6/00

Daniel Pawliw*

1681 Union Street

San Francisco, CA 94123

  1/31/00

Jim Quagliaroli*

40 Joy Street, Apt. 12

Boston, MA 02114

  11/29/99

Lisa Scoma*

184 Lyndhurst Avenue

San Carlos, CA 94070

  10/16/00

Janet Veino*

17 Charlemont Court

Chelmsford, MA 01863

  11/10/99

 

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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-

@Ventures Partners III, LLC

  -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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