Exhibit 10.60
AMENDMENT NO. 4 TO THE
AGREEMENT OF LIMITED PARTNERSHIP OF
@VENTURES FOREIGN FUND III, L.P.
This Amendment No. 4, dated as of
December 1, 2003 (this “Amendment”), to the Agreement
of Limited Partnership dated as of December 22,1998 (as amended to
date, the “Agreement”) of @Ventures Foreign Fund III,
L.P., a Delaware limited partnership (the
“Partnership”), is by and among @Ventures Partners III,
LLC, the general partner of the Partnership (the “General
Partner”), and all of the Limited Partners of the
Partnership. Capitalized terms used herein but not otherwise
defined herein shall have the respective meanings ascribed to them
in the Agreement.
WHEREAS, the Limited Partners and
the General Partner desire to extend the term of the Partnership,
and to modify certain provisions of the Agreement in connection
with such extension, as more fully set forth herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned Partners agree as
follows:
1. Effective Date of
Amendment . This Amendment shall become effective on the date
hereof (such date, the “ Amendment Effective Date
”).
2. Election to Extend Term .
Pursuant to and in accordance with Section 11.1(1 )(x) of the
Agreement, the General Partner and Two-Thirds in Interest of the
Limited Partners have elected to extend the term of the Partnership
through June 30, 2004, and the Agreement is hereby amended to
reflect such election. For purposes of the Agreement, the period
from January 1, 2004 to June 30, 2004 is hereinafter referred to as
the “Extension Period.”
3. Amendment to Section 6.4 .
Section 6.4 of the Agreement is hereby amended to add, at the end
thereof, the following sentence:
“Mills agrees that, during the
period from January 1,2004 until June 30,2004, he shall be engaged
in the activities contemplated by the fourth sentence of Section
7.1, and that the Partnership shall not be permitted to pay salary
or bonus compensation to him or any other person during such period
(except pursuant to Section 5.10B).”
4. Management Fee During
Extension Period . Pursuant to and in accordance with Section
6.5C of the Agreement, the Management Company, the General Partner
and Two-Thirds in Interest of the Limited Partners have agreed that
during the Extension Period, no Management Fee shall be payable.
The Agreement is hereby amended to reflect such agreement. The
Management Company, by signing this Amendment below, hereby
consents to and agrees to provide management services to the
Partnership pursuant to the Management Contract for no Management
Fee during the Extension Period.
5. Amendments to Sections 6.5E
and F . Sections 6.5E and 6.5F shall be amended by replacing
“through December 31,2003” with “through June 30,
2004.”
6. Amendment to Section 6.6A
. Section 6.6A of the Agreement is hereby amended to add, at the
end thereof, the following sentence:
“Notwithstanding the
foregoing, if the term of the Domestic Fund ends, the Domestic Fund
shall not, after the date of any such termination, have a right to
designate any members of the LP Advisory Board, and in any such
event, the LP Advisory Board shall consist solely of the Foreign
Designee, and no decision of such LP Advisory Board (consisting
solely of the Foreign Designee) shall be binding upon the Domestic
Fund or its partners.”
7. Amendment to Section 6.6B
. Section 6.6B of the Agreement is hereby amended to add, at the
end thereof, the following sentence:
“Notwithstanding the
foregoing, if the term of CMG @Ventures III, LLC ends, CMG
@Ventures III, LLC shall not, after the date of any such
termination, have a right to attend and/or participate in any
meetings of the LP Advisory Board.”
8. Amendment to Section 7.1.
Section 7.1 of the Agreement is hereby amended by adding at the end
thereof the following sentence:
“From January 1, 2004 until
June 30, 2004, Mill
