LIMITED LIABILITY COMPANY AGREEMENT OF
CMGI @VENTURES IV, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT of CMGI @Ventures IV, LLC (the
"LLC"), dated as of June 1, 2000, is by and among the persons named on Schedule A attached hereto, each of
whom is designated as a Class A Member, a Class B
Member or a Class C Member.
WHEREAS, CMG @Ventures Capital Corp. formed the LLC as a limited liability company pursuant to the
Delaware Limited Liability Company Act, by the filing, on November 10, 1999, in the Office of the Secretary of
State of the State of Delaware, of a Certificate of Formation for the LLC (the "Certificate"); and
WHEREAS, effective as of the date hereof, the persons designated on Schedule A as Class B Members and
Class C Members have been admitted to the LLC; and
WHEREAS, the Members desire to enter into this Agreement to set forth the agreements among the Members
with respect to the LLC, all as more fully set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and in consideration of the agreements hereinafter set forth, the parties hereby agree as follows:
The following capitalized terms used in this Agreement shall have the respective meanings ascribed to them
"Act" means the Delaware Limited Liability Company Act, in effect at the time of the initial filing of the Certificate
with the Office of the Secretary of State of the State of Delaware, and as thereafter amended from time to time.
"Affiliate" shall mean, with respect to any specified person or entity,
(i) any person or entity that directly or indirectly controls, is controlled by, or is under common control with such
specified person or entity; (ii) any person or entity that directly or indirectly controls 10% or more of the
outstanding equity securities of the specified entity or of which the specified person or entity is directly or
indirectly the owner of 10% or more of any class of equi