LOOKSMART LTD

election_required = True...0 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price before the tender offer expires and you complete the section entitled “Odd Lots” in the letter of transmittal, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Can stockholders who never exchanged their stock certificates following the 1-for-5-reverse stock split in 2005 still participate? Yes, they can still participate. However, such stockholders should be aware that additional time will be...

expiry = 2008-02-13...luding Associated Preferred Share Purchase Rights) At a Purchase Price Not Greater Than $4.15 Nor Less Than $3.40 Per Share by LookSmart, Ltd. THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 13, 2008, UNLESS LOOKSMART EXTENDS THE TENDER OFFER. LookSmart, Ltd., a Delaware corporation (“LookSmart,” “we” or “us”), is offering to purchase for cash up to 4,825,000 shares of its common stock, par value $.001 per share (including the associat...

listed = True...ed or disapproved of this transaction or passed upon the merits or fairness of the transaction or passed upon the adequacy or accuracy of the information contained in this offer to purchase. Any representation to the contrary is a criminal offense. The shares are listed on The NASDAQ Global Market (“Nasdaq”) under the ticker symbol “LOOK”. We publicly announced our intention to commence the tender on December 19, 2007. On December 18, 2007, the last full trading day before we announced our intention to make a tender offer, the reported closing price of our common stock on Nasdaq was $2.78 per share. We urge you to obtain current ma...

mechanism = FIXED...ibson, 50,000 shares; Ari Kaufman, 150,000 shares; Bert Knorr, 25,000 shares and 100,000 shares; Michael Schoen, 125,000 shares. • On November 30, 2007, each of the following executive officers purchased shares under the 1999 Employee Stock Purchase Plan at a purchase price of $2.465 per share: Robert Brian Gibson, 500 shares; Ari Kaufman, 500 shares; Michael Schoen, 416 shares. • On December 28, 2007, The 2006 Bush Family Trust dated 12/14/2006, of which William Bush is the trustee, purchased a total of 7,500 shares on the open market. Of these shares, 200 shares were purchased at $3.23 per share, 100 shares were purchased at...

must_tender_all = True...any of the holder’s shares are purchased in the tender offer (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares. We may not purchase all of the shares tendered pursuant to the tender offer even if the shares are tendered at or below the purchase price. See Section 1, Section 5 and Section 6, respectively, for additional information concerning priority, proration and conditional tender procedures. Section 14 of this offer to purchase describes the...

price = USD 3.4-4.15...rs to obtain current quotations of the market price of our common stock. 9. Source and Amount of Funds. Assuming that 4,825,000 shares are purchased in the tender offer at a price between $3.40 and $4.15 per share, the aggregate purchase price will be between approximately $16.4 million and $20.0 million. We anticipate that we will use cash on hand to purchase all the shares tendered in the tender offer and to pay related fees an...

priority = True...r number of shares as we may elect to purchase, subject to applicable law, have been properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date, we will purchase properly tendered shares in the following order of priority: • First, we will purchase all shares tendered by all holders of “odd lots” (fewer than 100 shares) who: • tender all shares owned beneficially or of record (partial tenders will not qualify for this preference) at a price at or below the purchase price selected by us; and • complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. • Second, subject to the co...

threshold = 100...properly tendered at prices at or below the purchase price and not properly withdrawn prior to the expiration date, we will purchase properly tendered shares in the following order of priority: • First, we will purchase all shares tendered by all holders of “odd lots” (fewer than 100 shares) who: • tender all shares owned beneficially or of record (partial tenders will not qualify for this preference) at a price at or below the purchase price selected by us; and • complete the section entitled “Odd Lots” in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. • Second, subject to the condition...

txn_type = CONSOLIDATION...u complete the section entitled “Odd Lots” in the letter of transmittal, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Can stockholders who never exchanged their stock certificates following the 1-for-5-reverse stock split in 2005 still participate? Yes, they can still participate. However, such stockholders should be aware that additional time will be required to process their tenders because the old stock certificates will have to be replaced with new stock certificates evidencing the new post-split number of shares. As a result, such stockholders must t...