@VENTURES FOREIGN FUND III, L.P.
AGREEMENT between @Ventures Foreign Fund III, L.P., a limited partnership organized under the laws of the
State of Delaware (the "Partnership"), and @Ventures Management, LLC, a limited liability company organized
under the laws of the State of Delaware with its principal office in Andover, Massachusetts (the "Company").
Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Agreement of
Limited Partnership of the Partnership.
WHEREAS, the Partnership has been formed pursuant to an Agreement of Limited Partnership (the
"Agreement") for the purpose of making investments in Portfolio Companies; and
WHEREAS, the Partnership wishes to engage the Company to provide certain services to further the objectives
and purposes of the Partnership, and the Company is willing to provide such services;
NOW THEREFORE, in consideration of the mutual covenants contained herein, it is agreed as follows:
1. Services to be Rendered by the Company to the Partnership. The Company will use its best efforts to provide
the Partnership with investment opportunities in Portfolio Securities meeting the requirements of the Agreement.
The Company shall provide such assistance as the Partnership may reasonably request in identifying, evaluating,
structuring, consummating, monitoring and disposing of potential investments by the Partnership. All investment
decisions shall be made by the general partner of the Partnership on behalf of the Partnership, and nothing in this
contract shall be construed to constitute the Company an agent of the Partnership.
2. Other Activities. It is understood and agreed that the Company may have management, consulting, service or
other contracts with other entities, including companies in which the Partnership invests. The Partnership agrees
that the Company shall be free to pursue such opportunities, and that the Partnership shall have no interest
3. Payment of Expenses