Exhibit 10.53
AMENDMENT NO. 6 TO THE
AGREEMENT OF LIMITED PARTNERSHIP OF
@VENTURES III, L.P.
This Amendment, dated as of November
10, 2003 (this “ Amendment ”), to the Agreement
of Limited Partnership dated as of August 7, 1998 (as amended by a
certain Amendment No. 1 dated as of August 7, 1998, an Amendment
dated as of October 1, 1999 (reflecting a transfer of a limited
partnership interest) an Amendment dated as of December 31, 1999
(reflecting a transfer of a limited partnership interest), an
Amendment dated as of September 30, 2001 (reflecting a transfer of
a limited partnership interest), and a certain Amendment No. 5
dated as of June 7, 2002, the “ Agreement ”) of
@Ventures 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 the Limited Partners of the
Partnership signing this Amendment below. 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
on which this Amendment has been signed and delivered by or on
behalf of the General Partner and at least Two-Thirds in Interest
of the Limited Partners (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. Management Fee During
Extension Period . Pursuant to and in accordance with Section
6.5C of the Agreement, the Management Company and Two-Thirds in
Interest of the Limited Partners have agreed that the Management
Fee during the Extension Period shall equal $57,607, which amount
shall be paid in a single nonrefundable installment on or about
January 1, 2004 out of funds currently held by the Partnership. 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 such Management
Fee during the Extension Period.
4. 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 Foreign Fund ends, the Foreign Fund
shall not, after the date of any such termination, have a right to
designate a member of the LP Advisory Board, and in any such event,
the LP Advisory Board shall consist solely of the three Domestic
Designees, and no decision of the LP Advisory Board shall be
binding upon the Foreign Fund or its partners.”
5. 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.”
6. Amendment to Section 7.1 .
Section 7.1 of the Agreement is hereby amended by adding at the end
thereof the following sentence:
“Until June 30, 2004, Mills
agrees to use his best efforts in furtherance of the purposes and
objectives of the Partnership, to devote such of his time as shall
be necessary to the business of the Partnership, and to devote
substantially all of his business time to the affairs of the
Partnership, the Foreign Fund, the CMGI Funds, the Management
Compan
