Exhibit 10.54
AMENDMENT NO. 7 TO THE
AGREEMENT OF LIMITED PARTNERSHIP OF
@VENTURES III, L.P.
This Amendment, dated as of June 29,
2004 (this “ Amendment ”), to the Agreement of
Limited Partnership dated as of August 7,1998 (as amended to date,
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, 2005, 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” and the period from July 1, 2004
through June 30, 2005 is hereinafter referred to as the
“Second Extension Period.”
3. Management Fee During Second
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 Second Extension Period shall equal $115,213, which
amount shall be paid in two equal nonrefundable installments, the
first due on July 1, 2004 and the second due on January 1, 2005, in
each case 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 Second Extension Period.
4. 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, 2005, 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 bus
