FIRST AMENDMENT TO THE AMENDED AND RESTATED LLC AGREEMENT DATED AUGUST 16, 2001



 Exhibit 10.63 
  
 FIRST AMENDMENT TO 
 AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY AGREEMENT 
 OF 
 CMGI @VENTURES IV, LLC 
  
 THIS FIRST AMENDMENT, dated as of the 16th day of August, 2001, to the Amended and Restated Limited Liability Company Agreement dated as of July 27, 2001 (as amended to date, the
“Agreement”), of CMGI @Ventures IV, LLC, a Delaware limited liability company (the “LLC”), is by and among CMG @Ventures Capital Corp. (the “Class A Member”) and Two-thirds in Number of the persons named as Class B
Members on Schedule A to the Agreement. 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 undersigned hereby
amend the Agreement as follows. 
  
 1. Amendment to Schedule
B. Schedule B to the Agreement is hereby deleted, and Schedule B attached hereto is substituted therefor, in order to reflect that (A) (i) effective as of August 13, 2001, the relationship of Daniel Pawliw (“Pawliw”) with
all Employers has terminated, (ii) effective as of August 16, 2001, the relationship of Cara McCauley (“McCauley”) with all Employers has terminated, and (iii) in each case, such termination constitutes an Event of Forfeiture, and (B)
effective as of the date hereof, the Profit Member Percentage Interests of the Profit Members have been adjusted pursuant to and in accordance with Section 8.03(a) and (b) of the Agreement. 
  
 Pursuant to and in accordance with the Agreement: (i) the Vested Percentage
Interest of Pawliw is 50%, and the Vested Percentage Interest of McCauley is 48.33%; (ii) the Investment Percentage Interest of each of Pawliw and McCauley in each Investment in which she or 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 has been 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 Pawliw or McCauley which is attributable to the portion of her or his interest which has been forfeited effective as of the date hereof shall be forfeited as provided in Section 3.04(b)(iii). 
  
 Pawliw and McCauley shall continue to be subject to all other provisions of
the Agreement, including without limitation, Section 6.06(b), and the fourth to last sentence in the definition of the term “Event of Forfeiture.” 
  
 2. Amendment to Article VIII. Article VIII is hereby amended by adding, at the end thereof, the following new Section 8.05: 
  
 “8.05 Reallocation of Profit Member Investment
Percentage Interests. The Class B Members, by action of Two-thirds in Number of the Class B Members, may at any time and from time to time, elect to modify, retroactively, the respective Profit Member Investment Percentage Interests of the
Profit Members and Former Profit Members in any Investment which 

  









 
is owned by the LLC; provided, however, that no such modification shall reduce the Investment Percentage Interest of any Profit Member or Former Profit
Member without the express written approval of any such Profit Member or Former Profit Member. In no event shall the interest of the Class A Member in any Investment be modified or adjusted as a result of this Section 8.05. In connection with any
such adjustment to the Investment Percentage Interests of the Members: (i) all Members shall be bound by the determination of Two-thirds in Number of the Class B Members, (ii) the records of the LLC, including the appropriate Investment Schedules,
shall be amended accordingly, and (iii) the amounts held in Vesting Escrows for the Profit Members with respect to any Investment for which adjustments are made pursuant to this Section 8.05 shall be adjusted so that, following such adjustments, the
amount of any Investment held in the Vesting Escrows for the Profit Members shall be proportionate to the respective Investment Percentage Interests of the Profit Members in such Investment.” 
  
 3. No Other Amendments. In all other respects, the Agreement is hereby
ratified and confirmed. 
  
 [Signature page follows.] 

 

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 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

  

			
	 CLASS A MEMBER:

	
	 CMG @VENTURES CAPITAL CORP.

		
	By	 	 /s/ David S. Wetherell

	Name	 	 David S. Wetherell

	Title	 	 President

	
	CLASS B MEMBERS (to be signed by Two-thirds in Number hereof):
	
	 /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/ Lior E. Yahalomi

	 Lior E. Yahalomi



  

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 CMGI @VENTURES IV, LLC 
  
 SCHEDULE B 
  
 PROFIT MEMBERS AND PROFIT MEMBER PERCENTAGE INTERESTS 
  

			
	 Class B Members

	 	 Profit Member Percentage Interest


		
	 Denise W. Marks
	 	  1.7592%
		
	 Peter H. Mills
	 	26.9750%
		
	 David J. Nerrow, Jr.
	 	21.1109%
		
	 Marc D. Poirier
	 	19.9381%
		
	 Lior E. Yahalomi
	 	26.9750%
		
	 Former Profit Members (Class B)

	 	 Profit Member Percentage Interest


		
	 Jonathan Callaghan
	 	-0-
		
	 John Scott Case
	 	-0-
		
	 Gary Curtis
	 	-0-
		
	 Josh Daniels
	 	-0-
		
	 Brad Garlinghouse
	 	-0-
		
	 Class C Members

	 	 Profit Member Percentage Interest


		
	 Mainini Cabute
	 	0.02500%
		
	 Peter Cochran
	 	2.50000%
		
	 Charles Finnie
	 	NA
	 	 	See Section 3.03(c)
		
	 Lynne Haro
	 	0.02500%

  

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	 Matthew Jennings
	 	0.08340%
		
	 Denise McCabe
	 	0.08340%
		
	 Jim Quagliaroli
	 	0.50000%
		
	 Lisa Scoma
	 	0.02500%
		
	 Former Profit Members (Class C)

	 	 Profit Member Percentage Interest


		
	 Denise Ames
	 	-0-
		
	 John LaBarre
	 	-0-
		
	 Cara McCauley
	 	-0-
		
	 Daniel Pawliw
	 	-0-
		
	 Suresh Ramakrishnan
	 	-0-
		
	 Janet Veino
	 	-0-

  

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