THIRD AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF @VENTURES PARTNERS III, LLC
Exhibit 10.77
THIRD AMENDMENT TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
@VENTURES PARTNERS III, LLC
THIS THIRD AMENDMENT, effective as of the 31st day of July, 2001, 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 Xxxxxx X. Xxxxxxxx, III and Xxxxxxxx Xxxxxxxxx in Respect of Event of Termination.
Effective as of July 31, 2001, Xxxxxx X. Xxxxxxxx, III’s relationship with all Employers has terminated, and such termination constitutes an Event of Forfeiture. The Members and Xx. Xxxxxxxx agree that, notwithstanding any provision of the Agreement to the contrary, (i) such Event of Forfeiture shall not constitute a Clause Z Event, and (ii) Xx. Xxxxxxxx’x Vested Percentage shall equal 55%. Therefore, effective as of the date hereof, (a) Xx. Xxxxxxxx’x Percentage Interest has been reduced to zero; (b) Xx. Xxxxxxxx’x Investment Percentage Interest in each Investment in which he participates 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 shall be 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. Xxxxxxxx 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. Xxxxxxxx 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.”
Effective as of July 31, 2001, Xxxxxxxx Xxxxxxxxx’x relationship with all Employers has terminated, and such termination constitutes an Event of Forfeiture. The Members and Xx. Xxxxxxxxx agree that, notwithstanding any provision of the Agreement to the contrary, (i) such Event of Forfeiture shall not constitute a Clause Z Event, and (ii) Xx Xxxxxxxxx’x Vested Percentage shall equal 55%. Therefore, effective as of the date hereof, (a) Xx. Xxxxxxxxx’x Percentage Interest has been reduced to zero; (b) Xx. Xxxxxxxxx’x Investment Percentage Interest in each Investment in which he participates 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 shall be 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.
Xxxxxxxxx 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. Xxxxxxxxx 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. Amendment to Section 6.02. Section 6.02 of the Agreement is hereby amended to read in its entirety as follows:
“6.02 Tax Matters Partner. The tax matters partner for the LLC, pursuant to Code Sections 6221 through 6231, shall be a Member designated by the Capital Member and a Majority in Number of the Voting Managing Members.”
3. No Other Amendments. In all other respects, the Agreement is hereby ratified and confirmed.
[Signature pages follow.]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.
| CAPITAL MEMBER: | ||
| CMG @VENTURES CAPITAL CORP. | ||
| By | /s/ Xxxxx X. Xxxxxxxxx | |
| Name |
Xxxxx X. Xxxxxxxxx | |
| Title |
President | |
| MANAGING MEMBERS (to be executed by the Managing Members, exclusive of Members for whom an Event of Forfeiture has occurred): |
| /s/ Xxx X. Xxxxxxx |
| Xxx X. Xxxxxxx |
| /s/ Xxxxxxxx Xxxxxxxxx |
| Xxxxxxxx Xxxxxxxxx |
| NA |
| Xxxx Xxxxxxxxxxxx (Event of Forfeiture) |
| /s/ Xxxxxx X. Xxxxxxxx, III |
| Xxxxxx X. Xxxxxxxx, III |
| /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/ Xxxxx X. Xxxxxxxxx |
| Xxxxx X. Xxxxxxxxx |
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