FOURTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CMGI @VENTURES IV, LLC
Exhibit 10.67
FOURTH AMENDMENT TO
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
CMGI @VENTURES IV, LLC
THIS FOURTH AMENDMENT, dated as of the first day of August, 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 August 1, 2002, the relationship of Xxxxx Xxxxxxx with all Employers has terminated, and (ii) such termination constitutes an Event of Forfeiture.
Pursuant to and in accordance with the Agreement: (i) Xx. Xxxxxxx’x Vested Percentage Interest is 80%; (ii) the Investment Percentage Interest of Xx. Xxxxxxx in each Investment in which she or he participates (if any) has been reduced in accordance with Section 3.04(b)(ii) of the Agreement and the Investment Percentage Interest of the other Members participating in such Investments has been increased to the extent and in the manner provided in Section 3.04(b)(ii); and (c) any amount held in any Vesting Escrow for the benefit of Xx. Xxxxxxx which is attributable to the portion of his interest which has been forfeited effective as of the date hereof shall be forfeited as provided in Section 3.04(b)(iii).
Xx. Xxxxxxx 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 |
/s/ Xxxx X. Xxxxxxxx |
Xxxx X. Xxxxxxxx |
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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 |
1.8162% | |
Xxxxx X. Xxxxx |
27.8486% | |
Xxxxx X. Xxxxxx, Xx. |
21.7945% | |
Xxxx X. Xxxxxxx |
20.5837% | |
Xxxx X. Xxxxxxxx |
27.8486% | |
Former Profit Members (Class B) |
Profit Member Percentage Interest | |
Xxxxxxxx Xxxxxxxxx |
-0- | |
Xxxx Xxxxx Case |
-0- | |
Xxxx Xxxxxx |
-0- | |
Xxxx Xxxxxxx |
-0- | |
Xxxx Xxxxxxxxxxxx |
-0- | |
Class C Members |
Profit Member Percentage Interest | |
Xxxxxxx Xxxxxx |
NA | |
See Section 3.03(c) | ||
Xxxxx Xxxx |
0.02500% | |
Xxxxxx XxXxxx |
0.08340% |
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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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