Common use of Operational Efficiencies Clause in Contracts

Operational Efficiencies. The Separation and Distribution will provide us the opportunity to streamline the corporate organization of the entity that holds the LookSmart Business, which we believe will result in significant savings to the Company over the long term. For example, Group is incorporated in Nevada as opposed to Delaware, where LS is incorporated. Under Delaware law, the annual franchise tax is based upon the authorized capital of a company, or alternatively, upon the product of the authorized capital stock of a company and a fraction determined by the relationship between a company’s total assets and the number of authorized shares it has issued. In Nevada, there is no annual franchise tax. Although there are no assurances that we will use the funds that may arise from these tax savings effectively, such savings could also result in an increased trading value of our common stock. If you have any questions relating to the Distribution, you should contact VStock Transfer, LLC, our transfer and distribution agent. The contact information for our distribution agent is: VStock Transfer, LLC, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇. You can also contact us with any questions relating to the transactions described above. We are a Nevada corporation, and our contact information is: LookSmart Group, Inc., ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Investor Relations. Our principal phone number at this address is: (▇▇▇) ▇▇▇-▇▇▇▇. We maintain an Internet website at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. The website address has been included only as a textual reference. Our website and the information contained on that website, or connected to that website, are not incorporated by reference into this information statement.

Operational Efficiencies. The Separation and Distribution will provide us the opportunity to streamline the corporate organization of the entity that holds the LookSmart Business, which we believe will result in significant savings to the Company over the long term. For example, Group is incorporated in Nevada as opposed to Delaware, where LS is incorporated. Under Delaware law, the annual franchise tax is based upon the authorized capital of a company, or alternatively, upon the product of the authorized capital stock of a company and a fraction determined by the relationship between a company’s total assets and the number of authorized shares it has issued. In Nevada, there is no annual franchise tax. Although there are no assurances that we will use the funds that may arise from these tax savings effectively, such savings could also result in an increased trading value of our common stock. If you have any questions relating to the Distribution, you should contact VStock Transfer, LLC, our transfer and distribution agent. The contact information for our distribution agent is: VStock Transfer, LLC, ▇1▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, telephone: (▇▇▇) ▇▇▇-▇▇▇▇. You can also contact us with any questions relating to the transactions described above. We are a Nevada corporation, and our contact information is: LookSmart Group, Inc., 2▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Pkwy., ▇▇▇▇ ▇▇▇▇▇Suite 200, ▇▇▇ ▇H▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇NV 89052, Attention: Investor Relations. Our principal phone number at this address is: (▇▇▇) ▇▇▇-▇▇▇▇. We maintain an Internet website at ▇w▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. The website address has been included only as a textual reference. Our website and the information contained on that website, or connected to that website, are not incorporated by reference into this information statement.