AMENDMENT NO. 6 TO AMENDED AND RESTATED LLC AGREEMENT DATED JANUARY 24, 2003



 Exhibit 10.69 
  
 SIXTH AMENDMENT TO 
 AMENDED AND RESTATED 
 LIMITED LIABILITY COMPANY AGREEMENT 
 OF 
 CMGI @VENTURES IV, LLC 
  
 THIS SIXTH AMENDMENT, dated as of the 24th day of January, 2003, 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 a Majority 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 (i) effective as of January 24, 2003, the relationship of Denise W. Marks with all Employers has terminated, and (ii) such
termination constitutes an Event of Forfeiture. Pursuant to and in accordance with the Agreement: (A) Ms. Marks’ Profit Member Percentage Interest is reduced to zero, effective as of January 24, 2003, and (B) Ms. Marks’ Vested Percentage
is 100%, and therefore, as a result of the occurrence of such Event of Forfeiture, (I) there shall be no modification of Ms. Marks’ Investment Percentage Interest in any Investment in which she participates as of January 24, 2003 and (II) no
portion of any amount held in any Vesting Escrow for the benefit of Ms. Marks, shall be forfeited. 
  
 Ms. Marks 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. No Other Amendments. In all other respects, the Agreement is hereby ratified and confirmed. 
  
 [Signature page follows.] 
  









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

  

	
	CLASS B MEMBERS (to be signed by a Majority in Number hereof):
	
	 /s/ Peter H. Mills

	 Peter H. Mills

	
	 /s/ David J. Nerrow, Jr.

	 David J. Nerrow, Jr.

	
	 /s/ Marc Poirier

	 Marc Poirier



  

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

			
	 Class B Members

	 	 Profit Member Percentage Interest


		
	 Peter H. Mills
	 	39.61220%
		
	 David J. Nerrow, Jr.
	 	31.00086%
		
	 Marc D. Poirier
	 	29.27859%
		
	 Former Profit Members (Class B)

	 	 Profit Member Percentage Interest


		
	 Jonathan Callaghan
	 	-0-
		
	 John Scott Case
	 	-0-
		
	 Gary Curtis
	 	-0-
		
	 Josh Daniels
	 	-0-
		
	 Denise W. Marks
	 	-0-
		
	 Lior E. Yahalomi
	 	-0-
		
	 Class C Members

	 	 Profit Member Percentage Interest


		
	 Charles Finnie
	 	NA
	 	 	See Section 3.03(c)
		
	 Lynne Haro
	 	0.02500%
		
	 Denise McCabe
	 	0.08335%

  

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	 Former Profit Members (Class C)

	 	 Profit Member Percentage Interest


		
	 Denise Ames
	 	-0-
		
	 Mainini Cabute
	 	-0-
		
	 Peter Cochran
	 	-0-
		
	 Matthew Jennings
	 	-0-
		
	 John LaBarre
	 	-0-
		
	 Cara McCauley
	 	-0-
		
	 Daniel Pawliw
	 	-0-
		
	 Jim Quagliaroli
	 	-0-
		
	 Suresh Ramakrishnan
	 	-0-
		
	 Lisa Scoma
	 	-0-
		
	 Janet Veino
	 	-0-

  

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