FIFTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMGI @VENTURES IV, LLC
Exhibit 10.68
FIFTH AMENDMENT TO
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
CMGI @VENTURES IV, LLC
THIS FIFTH AMENDMENT, dated as of the 30th day of September, 2002, 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 September 30, 2002, the relationship of Xxxx Xxxxxxxx with all Employers has terminated, and (ii) such termination constitutes an Event of Forfeiture. Pursuant to and in accordance with the Agreement: (A) Xx. Xxxxxxxx’x Profit Member Percentage Interest is reduced to zero, effective as of September 30, 2002, and (B) Xx. Xxxxxxxx’x Vested Percentage is 100%, and therefore, as a result of the occurrence of such Event of Forfeiture, (I) there shall be no modification of Xx. Xxxxxxxx’x Investment Percentage Interest in any Investment in which he participates as of September 30, 2002 and (II) no portion of any amount held in any Vesting Escrow for the benefit of Xx. Xxxxxxxx shall be forfeited.
Xx. Xxxxxxxx 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/ Xxxxxx X. Xxxxx |
Xxxxxx X. Xxxxx |
/s/ Xxxxx X. Xxxxx |
Xxxxx X. Xxxxx |
/s/ Xxxxx X. Xxxxxx, Xx. |
Xxxxx X. Xxxxxx, Xx. |
/s/ Xxxx Xxxxxxx |
Xxxx Xxxxxxx |
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CMGI @VENTURES IV, LLC
SCHEDULE B
PROFIT MEMBERS AND PROFIT MEMBER PERCENTAGE INTERESTS
Class B Members |
Profit Member Percentage Interest | |
Xxxxxx X. Xxxxx |
2.51828% | |
Xxxxx X. Xxxxx |
38.61358% | |
Xxxxx X. Xxxxxx, Xx. |
30.21932% | |
Xxxx X. Xxxxxxx |
28.54047% | |
Former Profit Members (Class B) |
Profit Member Percentage Interest | |
Xxxxxxxx Xxxxxxxxx |
-0- | |
Xxxx Xxxxx Case |
-0- | |
Xxxx Xxxxxx |
-0- | |
Xxxx Xxxxxxx |
-0- | |
Xxxx X. Xxxxxxxx |
-0- | |
Class C Members |
Profit Member Percentage Interest | |
Xxxxxxx Xxxxxx |
NA | |
See Section 3.03(c) | ||
Xxxxx Xxxx |
0.02500% | |
Xxxxxx XxXxxx |
0.08335% |
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Former Profit Members (Class C) |
Profit Member Percentage Interest | |
Xxxxxx Xxxx |
-0- | |
Xxxxxxx Xxxxxx |
-0- | |
Xxxxx Xxxxxxx |
-0- | |
Xxxxxxx Xxxxxxxx |
-0- | |
Xxxx XxXxxxx |
-0- | |
Xxxx XxXxxxxx |
-0- | |
Xxxxxx Xxxxxx |
-0- | |
Xxx Xxxxxxxxxxx |
-0- | |
Xxxxxx Xxxxxxxxxxxx |
-0- | |
Xxxx Xxxxx |
-0- | |
Xxxxx Xxxxx |
-0- |
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