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, Xxxxxxx Xxxxxxxxxxxx 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/ Xxxxx X. Xxxx |
Name |
Xxxxx X. Xxxx | |
Title |
Secretary |
CLASS B MEMBERS (to be signed by Two-thirds in Number): | ||
/s/ Xxxxx X. Xxxxx Xxxxx X. Xxxxx | ||
/s/ Xxxxx X. Xxxxxx, Xx. Xxxxx X. Xxxxxx, Xx. | ||
/s/ Xxxx Xxxxxxx Xxxx Xxxxxxx |
TRANSFEREE: | ||
@VENTURES PARTNERS III, LLC | ||
By | /s/ Xxxxx X. Xxxxx |
Name: |
Xxxxx X. Xxxxx | |
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. 000 Xxxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 |
NA |
Class B Members |
Vesting Commencement Date | |
@Ventures Partners III, LLC* 000 Xxxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 |
NA | |
Xxxxxxxx Xxxxxxxxx* 000 Xxxxx Xxxx Xxxx Xxxx, XX 00000 |
11/10/99 | |
Xxxx Xxxxx Case* 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 |
6/16/00 | |
Xxxx Xxxxxx* 0 Xxx Xxxxx Xxxx Xxxxxx, XX 00000 |
5/1/00 | |
Xxxx Xxxxxxx* 0000 Xxxxx Xxxx Xxxxxx Xxxxx Xxxx, XX 00000 |
11/10/99 | |
Xxxxxx X. Xxxxx* Xxx Xxxxxxx Xxxx Xxxxxxxxx, XX 00000 |
11/10/99 | |
Xxxxx X. Xxxxx 0 Xxxxxx Xxxx Xxxxxxx Xxxxxx, XX 00000 |
11/10/99 |
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Xxxxx X. Xxxxxx, Xx. Xxx Xxx Xxxx Xxxxx, XX 00000 |
11/10/99 | |
Xxxx X. Xxxxxxx 000 Xxxxxxxxx Xxx Xxxxx Xxxxxxx, XX 00000 |
11/10/99 | |
Xxxx X. Xxxxxxxx* 0000 Xxxxxxxx Xxx Xxxxxxxx, XX 00000 |
1/24/00 |
Class C Members |
Vesting Commencement Date | |
Xxxxxx Xxxx 000 Xxxxxx Xxxxx Xxxxxxxx, XX 00000 |
11/10/99 | |
Xxxxxxx Cabute* 0000 Xxxxxx Xxxxxx Xxxxxxxx Xxxx, XX 00000 |
12/1/99 | |
Xxxxx Xxxxxxx* 000 Xxxx Xxxxxx Xxxxxxx Xxxx, XX 00000 |
7/5/00 | |
Xxxxxxx Xxxxxx* 000 Xxxxxxxx Xxxx Xxxxxxxx, XX 00000 |
1/31/00 | |
Xxxxx Xxxx 000 Xxxx Xxxxxx Xxxxxxx Xxxx, XX 00000 |
2/22/00 | |
Xxxxxxx Xxxxxxxx* 0000 Xxxx Xxxxxxxxx, #0 Xxxx Xxxx, XX 00000 |
3/10/00 | |
Xxxx XxXxxxx* 0000 Xxxxxxxxxxx Xxxxxx Xxxx Xxxxxxxxx, XX 00000 |
5/15/00 |
* | Former Profit Member. |
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Xxxxxx XxXxxx 00 Xxxxxx Xxxx Xxxxxxxxx, XX 00000 |
12/29/99 | |
Xxxx XxXxxxxx* 0000 Xxxxxx Xxxxxx, Xxx. 0 Xxxxxxxxx, XX 00000 |
3/6/00 | |
Xxxxxx Xxxxxx* 0000 Xxxxx Xxxxxx Xxx Xxxxxxxxx, XX 00000 |
1/31/00 | |
Xxx Xxxxxxxxxxx* 00 Xxx Xxxxxx, Xxx. 00 Xxxxxx, XX 00000 |
11/29/99 | |
Xxxx Xxxxx* 000 Xxxxxxxxx Xxxxxx Xxx Xxxxxx, XX 00000 |
10/16/00 | |
Xxxxx Xxxxx* 00 Xxxxxxxxxx Xxxxx Xxxxxxxxxx, XX 00000 |
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 | |
Xxxxx X. Xxxxx |
39.61220% | |
Xxxxx X. Xxxxxx, Xx. |
31.00086% | |
Xxxx X. Xxxxxxx |
29.27859% | |
Former Profit Members (Class B) |
Profit Member Percentage Interest | |
Xxxxxxxx Xxxxxxxxx |
-0- | |
Xxxx Xxxxx Case |
-0- | |
Xxxx Xxxxxx |
-0- | |
Xxxx Xxxxxxx |
-0- | |
Xxxxxx X. Xxxxx |
-0- | |
Xxxx X. Xxxxxxxx |
-0- | |
@Ventures Partners III, LLC |
-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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