Exhibit 99.4
LookSmart, Ltd.
Lock-Up Agreement
June 17, 1999
Xxxxxxx, Xxxxx & Co.
BancBoston Xxxxxxxxx Xxxxxxxx Inc.
Xxxxxxxxx & Xxxxx LLC
As Representatives (the "Representatives")
Of the several Underwriters
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: LookSmart, Ltd.- Lock-Up Agreement
Ladies and Gentlemen:
This letter is being delivered to you in connection with the proposed
Underwriting Agreement (the "Underwriting Agreement") among LookSmart, Ltd., a
Delaware corporation (the "Company"), and the group of Underwriters named
therein relating to an underwritten public offering of Common Stock, par value
$0.001 per share (the "Common Stock"), of the Company (the "Offering").
In consideration of the agreement by the Underwriters to offer and sell the
Common Stock, and of other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees that,
during the period beginning from the date of the final Prospectus covering the
public offering of the Common Stock and continuing to and including the date 180
days after the date of such final Prospectus used in connection with the
Offering, the undersigned will not offer, sell, contract to sell, pledge, grant
any option to purchase, make any short sale or otherwise dispose of any shares
of Common Stock of the Company, or any options or warrants to purchase any
shares of Common Stock of the Company, or any securities convertible into,
exchangeable for or that represent the right to receive shares of Common Stock
of the Company, whether now owned or hereinafter acquired, owned directly by the
undersigned (including holding as a custodian) or with respect to which the
undersigned has beneficial ownership within the rules and regulations of the
Securities and Exchange Commission (collectively the "Undersigned's Shares").
The foregoing restriction is expressly agreed to preclude the undersigned
from engaging in any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or disposition of
the Undersigned's Shares even if such Shares would be disposed of by someone
other than the undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or grant of any
right (including without limitation any put or call option) with respect to any
of the Undersigned's Shares or with respect to any security that includes,
relates to, or derives any significant part of its value from such Shares.
Notwithstanding the foregoing, the undersigned may transfer the
Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee
or donees thereof agree to be bound in writing by the restrictions set forth
herein, (ii) to any trust for the direct or indirect benefit of the undersigned
or the immediate family of the undersigned, provided that the trustee of the
trust agrees to be bound in writing by the restrictions set forth herein, and
provided further that any such transfer shall not involve a disposition for
value, (iii) to any affiliate of the undersigned, provided that such affiliate
agrees to be bound in writing by the restrictions set forth herein, or (iv) with
the prior written consent of Xxxxxxx, Xxxxx & Co. on behalf of the Underwriters.
For purposes of this Lock-Up Agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.
The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent and registrar against the
transfer of the Undersigned's Shares except in compliance with the foregoing
restrictions.
The undersigned understands that the Company and the Underwriters are
relying upon this Lock-Up Agreement in proceeding toward consummation of the
offering. The undersigned further understands that this Lock-Up Agreement is
irrevocable and shall be binding upon the undersigned's heirs, legal
representatives, successors, and assigns.
Notwithstanding anything to the contrary herein, if the closing of the
Offering has not occurred on or prior to September 30, 1999, this Lock-Up
Agreement shall be of no further force and effect. In addition, this Lock-Up
Agreement shall be of no further force and effect if Xxxxxxx, Sachs & Co. on
behalf of the Underwriters agrees to release any other party to another Lock-Up
Agreement relating to the Offering prior to the termination of this Lock-Up
Agreement and shall not concurrently have agreed to release the undersigned and
other Holders (as defined in the Company's Second Amended and Restated
Investors' Rights Agreement, dated as of March 24, 1999) on a pro rata basis.
Very truly yours,
XXX INTERACTIVE MEDIA, INC.
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Exact Name of Shareholder
/s/ Xxxxxxx X. Xxxxxx, Xx.
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Authorized Signature
Vice President
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