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