FOURTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF @VENTURES PARTNERS III, LLC

EX-10.78 27 dex1078.htm FOURTH AMENDMENT TO LLC AGREEMENT DATED JUNE 21, 2002 FOURTH AMENDMENT TO LLC AGREEMENT DATED JUNE 21, 2002

Exhibit 10.78

 

FOURTH AMENDMENT TO

LIMITED LIABILITY COMPANY AGREEMENT

OF

@VENTURES PARTNERS III, LLC

 

THIS FOURTH AMENDMENT, effective as of the 21st day of June, 2002, to the Limited Liability Company Agreement dated as of June 30, 1999 (as amended to date, the “Agreement”), of @Ventures Partners III, LLC, a Delaware limited liability company (the “LLC”), is by and among the Capital Member and the Managing Members of the 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 Members hereby amend the Agreement as follows.

 

1. Treatment of Guy Bradley in Respect of Event of Termination. Effective as of June 21, 2002, Guy A. Bradley’s relationship with all Employers has terminated, and such termination constitutes an Event of Forfeiture. The Members and Mr. Bradley agree that (i) such Event of Forfeiture shall not constitute a Clause Z Event, and (ii) Mr. Bradley’s Vested Percentage shall equal 100%. Therefore, effective as of the date hereof, (a) Mr. Bradley’s Percentage Interest has been reduced to zero; and (b) Mr. Bradley shall continue to retain his entire interest in all Investments in which he participates as of the date hereof. Mr. Bradley shall continue to be subject to all other provisions of the Agreement, including without limitation, Sections 3.01(b)(ii) and (iii), 3.04(b)(iv), 3.04(c) and 6.06(b), and the 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.

 

CAPITAL MEMBER:
CMG @VENTURES CAPITAL CORP.
By  

/s/ Thomas Oberdorf

Name

 

Thomas Oberdorf

Title

 

Treasurer & Chief Financial Officer

 

MANAGING MEMBERS (to be executed by the Managing Members, exclusive of Members for whom an Event of Forfeiture has occurred):

/s/ Guy A. Bradley

Guy A. Bradley

NA

Jonathan Callaghan (Event of Forfeiture)

NA

Brad Garlinghouse (Event of Forfeiture)

NA

Andrew J. Hajducky, III (Event of Forfeiture)

/s/ Denise W. Marks

Denise W. Marks

/s/ Peter H. Mills

Peter H. Mills

/s/ David J. Nerrow, Jr.

David J. Nerrow, Jr.

/s/ Marc Poirier

Marc Poirier

/s/ David S. Wetherell

David S. Wetherell

 

- 2 -