THIRD AMENDMENT TO LLC AGREEMENT DATED JULY 31, 2001



 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 Andrew J. Hajducky, III and Jonathan
Callaghan in Respect of Event of Termination. 
  
 Effective as
of July 31, 2001, Andrew J. Hajducky, III’s relationship with all Employers has terminated, and such termination constitutes an Event of Forfeiture. The Members and Mr. Hajducky 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) Mr. Hajducky’s Vested Percentage shall equal 55%. Therefore, effective as of the date hereof, (a) Mr. Hajducky’s Percentage Interest has been reduced to
zero; (b) Mr. Hajducky’s 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 Mr. Hajducky 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). Mr. Hajducky 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, Jonathan Callaghan’s relationship with all Employers has terminated, and such termination constitutes an Event of
Forfeiture. The Members and Mr. Callaghan 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) Mr Callaghan’s Vested Percentage shall equal 55%.
Therefore, effective as of the date hereof, (a) Mr. Callaghan’s Percentage Interest has been reduced to zero; (b) Mr. Callaghan’s 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 Mr. 

  









 
Callaghan 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). Mr. Callaghan 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/ David S. Wetherell

		
	 Name
	 	 David S. Wetherell

		
	 Title
	 	 President



  

	
	MANAGING MEMBERS (to be executed by the Managing Members, exclusive of Members for whom an Event of Forfeiture has occurred):
	
	 /s/ Guy A. Bradley

	 Guy A. Bradley

	
	 /s/ Jonathan Callaghan

	 Jonathan Callaghan

	
	 NA

	 Brad Garlinghouse (Event of Forfeiture)

	
	 /s/ Andrew J. Hajducky, III

	 Andrew J. Hajducky, III

	
	 /s/ Denise W. Marks

	 Denise W. Marks

	
	 /s/ Peter H. Mills

	 Peter H. Mills

	
	 /s/ David J. Nerrow, Jr.

	 David J. Nerrow, Jr.

	
	 /s/ Marc Poirier

	 Marc Poirier

	
	 /s/ David S. Wetherell

	 David S. Wetherell



  

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