**Exhibit 3.1**

 

RESTATED CERTIFICATE OF INCORPORATION 

 

OF 

 

LOOKSMART, LTD. 

 

LookSmart, Ltd., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 

 

A. The name of the corporation is LookSmart, Ltd. The corporation was originally incorporated under the name of NetGet Ltd., and the original Certificateof Incorporation was filed with the Secretary of the State of Delaware on July 19, 1996. 

 

B. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, this Restated Certificate of Incorporation restates and amends the provisions of the Certificate of Incorporation of thecorporation. 

 

C. The text of the Certificate of Incorporationis hereby amended and restated in its entirety to read as follows: 

 

ARTICLE I 

 

The name of this corporation is LookSmart,Ltd. 

 

ARTICLE II 

 

The address of the corporation’s registered office in the State ofDelaware is 1013 Centre Road, in the City of Wilmington, County of New Castle, Delaware 19805. The name of its registered agent at such address is Corporate Agents, Inc. 

 

ARTICLE III 

 

The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law ofDelaware. 

 

ARTICLE IV 

 

The corporation is authorized to issue two classes of shares of stock to bedesignated, respectively, Common Stock, $0.001 par value, and Preferred Stock, $0.001 par value. The total number of shares that the corporation is authorized to issue is 205,000,000 shares. The number of shares of Common Stock authorized is200,000,000. The number of shares of Preferred authorized is 5,000,000. 

 

The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the board of directors (authority to do so being hereby expressly vested in theboard). The board of directors is further authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and to fix the number of shares of any series ofPreferred Stock and the designation of any such series of Preferred Stock. The 

board of directors, within the limits and restrictions stated in any resolution or resolutions of the board of directors originally fixing the number ofshares constituting any series, may increase or decrease (but not below the number of shares in any such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. 

 

The authority of the board of directors with respect to each such class orseries shall include, without limitation of the foregoing, the right to determine and fix: 

 

(a) the distinctive designation of such class or series and the number of shares to constitute such class or series; 

 

(b) the rate at which dividends on the shares of such classor series shall be declared and paid, or set aside for payment, whether dividends at the rate so determined shall be cumulative or accruing, and whether the shares of such class or series shall be entitled to any participating or other dividends inaddition to dividends at the rate so determined, and if so, on what terms; 

 

(c) the right or obligation, if any, of the corporation to redeem shares of the particular class or series of Preferred Stock and, if redeemable, the price, terms and manner of such redemption; 

 

(d) the special and relative rights and preferences, if any,and the amount or amounts per share, which the shares of such class or series of Preferred Stock shall be entitled to receive upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation; 

 

(e) the terms and conditions, if any, upon which shares ofsuch class or series shall be convertible into, or exchangeable for, shares of capital stock of any other class or series, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any; 

 

(f) the obligation, if any, of the corporation to retire,redeem or purchase shares of such class or series pursuant to a sinking fund or fund of a similar nature or otherwise, and the terms and conditions of such obligation; 

 

(g) voting rights, if any, on the issuance of additional shares of such class or series or any shares of anyother class or series of Preferred Stock; 

 

(h)limitations, if any, on the issuance of additional shares of such class or series or any shares of any other class or series of Preferred Stock; and 

 

(i) such other preferences, powers, qualifications, special or relative rights and privileges thereof as the board of directors of thecorporation, acting in accordance with this Restated Certificate of Incorporation, may deem advisable and are not inconsistent with law and the provisions of this Restated Certificate of Incorporation. 

 

ARTICLE V 

 

The corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate ofIncorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this right. 

 

ARTICLE VI 

 

The corporation is to have perpetual existence. 

ARTICLE VII 

 

1. Limitation of Liability. To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or as mayhereafter be amended, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. 

 

2. Indemnification. The corporation may indemnify to the fullest extent permitted by law any person made orthreatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person or his or her testator or intestate is or was a director, officer or employee of thecorporation, or any predecessor of the corporation, or serves or served at any other enterprise as a director, officer or employee at the request of the corporation or any predecessor to the corporation. 

 

3. Amendments. Neither any amendment nor repeal of thisArticle VII, nor the adoption of any provision of the corporation’s Certificate of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII, in respect of any matter occurring, orany action or proceeding accruing or arising or that, but for this Article VII, would accrue or arise, prior to such amendment, repeal, or adoption of an inconsistent provision. 

 

ARTICLE VIII 

 

In the event any shares of Preferred Stock shall be redeemed or converted pursuant to the terms hereof, the shares so converted or redeemed shall notrevert to the status of authorized but unissued shares, but instead shall be canceled and shall not be re-issuable by the corporation. 

 

ARTICLE IX 

 

Holders of stock of any class or series of the corporation shall not be entitled to cumulate their votes for the election of directors or any other mattersubmitted to a vote of the stockholders, unless such cumulative voting is required pursuant to Sections 2115 or 301.5 of the California General Corporation Law, in which event each such holder shall be entitled to as many votes as shall equal thenumber of votes which (except for this provision as to cumulative voting) such holder would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected by him, and theholder may cast all of such votes for a single director or may distribute them among the number of directors to be voted for, or for any two or more of them as such holder may see fit, so long as the name of the candidate for director shall havebeen placed in nomination prior to the voting and the stockholder, or any other holder of the same class or series of stock, has given notice at the meeting prior to the voting of the intention to cumulate votes. 

 

1. Number of Directors. The number of directors which constitutes thewhole Board of Directors of the corporation shall be designated in the Amended and Restated Bylaws of the corporation. The directors shall be divided into three classes with the term of office of the first class (Class I) to expire at the annualmeeting of stockholders held in 2000; the term of office of the second class (Class II) to expire at the annual meeting of stockholders held in 2001; the term of office of the third class (Class III) to expire at the annual meeting of stockholdersheld in 2002; and thereafter for each such term to expire at each third succeeding annual meeting of stockholders after such election. 

 

2. Election of Directors. Elections of directors need not be by written ballot unless the Amended and Restated Bylaws of the corporation shall soprovide. 

ARTICLE X 

 

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repealthe Amended and Restated Bylaws of the corporation. 

 

ARTICLE XI

 

No action shall be taken by the stockholders of thecorporation except at an annual or special meeting of the stockholders called in accordance with the Amended and Restated Bylaws and no action shall be taken by the stockholders by written consent. The affirmative vote of sixty-six and two-thirdspercent (66 2/3%) of the then outstanding voting securities of the corporation, voting together as a single class, shall be required for the amendment, repeal or modification of the provisions of Article IX, Article X or Article XII of this RestatedCertificate of Incorporation or Sections 2.3 (Special Meeting), 2.4 (Notice of Stockholders’ Meeting), 2.5 (Advanced Notice of Stockholder Nominees and Stockholder Business), 2.10 (Voting), or 2.12 (Stockholder Action by Written ConsentWithout a Meeting), or 3.2 (Number of Directors) of the corporation’s Amended and Restated Bylaws. 

 

ARTICLE XII 

 

Meetings of stockholders may be held within or without the State of Delaware, as the Amended and Restated Bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside of the Stateof Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Amended and Restated Bylaws of the corporation. 

IN WITNESS WHEREOF, LookSmart, Ltd. has caused this certificate to be signed by Patricia Cole, its ChiefFinancial Officer, this 25th day of August, 1999. 

 

/s/ Patricia Cole

Patricia Cole

Chief Financial Officer

 
Attest By: 
/s/ Hank V. Barry
  
Hank V. Barry, Secretary

**CERTIFICATE OF AMENDMENT OF THE**

**RESTATED CERTIFICATE OF INCORPORATION OF**

**LOOKSMART, LTD.**

 

David Hills and Stacey Giamalis hereby certify that: 

 

1. They are the duly elected and acting President and Secretary,respectively, of LookSmart, Ltd., a Delaware corporation, the original Certificate of Incorporation of which was filed with the Secretary of the State of Delaware on July 19, 1996, under the name of NetGet, Ltd. 

 

2. Pursuant to Section 242 of the General Corporation Law of the Stateof Delaware, Article IV of the Amended and Restated Certificate of Incorporation of this corporation shall be amended to insert the following paragraph as the second paragraph of such Article IV: 

 

“Effective at 5:00 p.m. (Delaware time) on the date of the filing ofthis Certificate of Amendment with the Secretary of State of the State of Delaware (such time on such date, the “Effective Time”), each five shares of the Corporation’s common stock, par value $.001 per share (“CommonStock”), issued and outstanding immediately prior to the Effective Time shall automatically, without further action on the part of the Corporation or its stockholders, be combined into and become one share of fully paid and nonassessableCommon Stock, subject to the treatment of fractional share interests set forth below. No fractional shares of Common Stock shall be issued by the Corporation, and the Corporation shall not recognize on its stock record books any purported transferof any purported fractional share interest. A holder of Common Stock immediately prior to the Effective Time who would otherwise be entitled to a fraction of a share as a result of the reverse stock split effected hereby (which shall be determinedon the basis of the total number of shares of Common Stock held by a holder of record immediately prior to the Effective Time) shall, in lieu thereof, be entitled to receive a cash payment in an amount equal to the fraction to which the stockholderwould otherwise be entitled multiplied by the average of the closing prices per share of the Common Stock, as reported in The Wall Street Journal (as adjusted for the reverse stock split effected hereby), during the ten consecutive trading daysending on the trading day immediately prior to the day on which the Effective Time occurs (or if such prices are not available, the average of the last bid and asked prices of the Common Stock on such days (as adjusted for the reverse stock spliteffected hereby) or other price determined by the Board of Directors).” 

 

3. The foregoing Certificate of Amendment has been duly adopted by this corporation’s Board of Directors and stockholders in accordance with the applicable provisions of Sections 228 and 242 of the GeneralCorporation Law of the State of Delaware. 

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of the RestatedCertificate of Incorporation of the Corporation on this 26th day of October, 2005. 

 

/s/ David Hills

David Hills, President

/s/ Stacey Giamalis

Stacey Giamalis, Secretary