Exhibit 10.1 


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement, dated as of _____________, 20__, is made by and between LookSmart Group, Inc., a Nevada corporation
(the “Corporation”) and _______ (the “Indemnitee”).


 


RECITALS


 


A.        The
Corporation recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors
or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to
increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the
exposure frequently bears no reasonable relationship to the compensation of such directors and officers;


B.        The
statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous, or conflicting,
and therefore fail to provide such directors and officers with adequate, reliable knowledge of legal risks to which they are exposed
or information regarding the proper course of action to take;


C.        The
Corporation and Indemnitee recognize that plaintiffs often seek damages in such large amounts and the costs of litigation may
be so enormous (whether or not the case is meritorious), that the defense and/or settlement of such litigation is often beyond
the personal resources of directors and officers;


D.        The
Corporation believes that it is unfair for its directors and officers to assume the risk of huge judgments and other expenses
which may occur in cases in which the director or officer received no personal profit and in cases where the director or officer
was not culpable;


E.        The
Corporation, after reasonable investigation, has determined that the liability insurance coverage presently available to the Corporation
may be inadequate in certain circumstances to cover all possible exposure for which Indemnitee should be protected. The Corporation
believes that the interests of the Corporation and its stockholders would best be served by a combination of such insurance and
the indemnification by the Corporation of the directors and officers of the Corporation;


F.        The
Corporation’s ByLaws require the Corporation to indemnify its directors and officers to the fullest extent permitted by
the Nevada Revised Statutes (the “NRS”). The ByLaws expressly provide that the indemnification provisions set forth
therein are not exclusive, and contemplate that contracts may be entered into between the Corporation and its directors and officers
with respect to indemnification;


G.        Section
78.751 of the NRS (“Section 78.751”), under which the Corporation is organized, empowers the Corporation to indemnify
its officers, directors, employees and agents by agreement and to indemnify persons who serve, at the request of the Corporation,
as the directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification
provided by Section 78.751 is not exclusive;



    	 



    	 



    




H.        The
Board of Directors has determined that contractual indemnification as set forth herein is not only reasonable and prudent but
also promotes the best interests of the Corporation and its stockholders;


I.        The
Corporation desires and has requested Indemnitee to serve or continue to serve as a director or officer of the Corporation free
from undue concern for unwarranted claims for damages arising out of or related to such services to the Corporation; and


J.        Indemnitee
is willing to serve, continue to serve or to provide additional service for or on behalf of the Corporation on the condition that
he is furnished the indemnity provided for herein.


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


Section
1. Generally.


 


To
the fullest extent permitted by the laws of the State of Nevada:


 


(a)
The Corporation shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact
that Indemnitee is or was or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of
the Corporation, or while serving as a director or officer of the Corporation, is or was serving or has agreed to serve at the
request of the Corporation as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner
or manager or similar capacity) of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise,
or by reason of any action alleged to have been taken or omitted in such capacity. For the avoidance of doubt, the foregoing indemnification
obligation includes, without limitation, claims for monetary damages against Indemnitee in respect of an alleged breach of fiduciary
duties, to the fullest extent permitted under the NRS as in existence on the date hereof.


 


(b)
The indemnification provided by this Section 1 shall be from and against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with such action, suit or proceeding and any appeal therefrom, but shall only be provided if Indemnitee acted in good faith and
in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action, suit or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.


 


(c)
Notwithstanding the foregoing provisions of this Section 1, in the case of any threatened, pending or completed action or suit
by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director,
officer, employee or agent of the Corporation, or while serving as a director or officer of the Corporation, is or was serving
or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, no indemnification shall be made in respect of any claim, issue
or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless, and only to the extent that,
the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses
which such Nevada court shall deem proper.






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(d)
The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


Section
2. Successful Defense; Partial Indemnification. To the extent that Indemnitee has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in Section 1 hereof or in defense of any claim, issue or matter therein,
Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection
therewith. For purposes of this Agreement and without limiting the foregoing, if any action, suit or proceeding is disposed of,
on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee,
(ii) an adjudication that Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv)
an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in or not opposed
to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that Indemnitee had
reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered for the purposes hereof to
have been wholly successful with respect thereto.


 


If
Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the
expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by
Indemnitee or on Indemnitee’s behalf in connection with any action, suit, proceeding or investigation, or in defense of
any claim, issue or matter therein, and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall
nevertheless indemnify Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts
paid in settlement to which Indemnitee is entitled.


 


Section
3. Determination That Indemnification Is Proper. Any indemnification hereunder shall (unless otherwise ordered by a court)
be made by the Corporation unless a determination is made that indemnification of such person is not proper in the circumstances
because he or she has not met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall
be made (i) by a majority vote of the directors who are not parties to the action, suit or proceeding in question (“disinterested
directors”), even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated by
majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the outstanding
shares of stock of all classes entitled to vote on the matter, voting as a single class, which quorum shall consist of stockholders
who are not at that time parties to the action, suit or proceeding in question, (iv) by independent legal counsel, or (v) by a
court of competent jurisdiction.






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Section
4. Advance Payment of Expenses; Notification and Defense of Claim.


 


(a)
Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative
or investigative action, suit or proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall
be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within thirty (30) days after
receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time,
and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall
ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement
or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment.
Advances shall be unsecured and interest-free.


 


(b)
Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim
thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly
notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification,
will not relieve the Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation
is prejudiced in its defense of such action, suit or proceeding as a result of such failure.


 


(c)
In the event the Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding,
as provided in this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or
proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election
to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation,
the Corporation will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee
with respect to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s
own counsel in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee
has been previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably
concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on
any significant issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall
not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s
counsel shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation
shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the
Corporation or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in
clause (ii) above.


 


(d)
Notwithstanding any other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s
corporate status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or
otherwise participates in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding,
the Corporation shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred
by Indemnitee or on Indemnitee’s behalf in connection therewith.






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Section
5. Procedure for Indemnification


 


(a)
To obtain indemnification, Indemnitee shall promptly submit to the Corporation a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and
to what extent Indemnitee is entitled to indemnification. The Corporation shall, promptly upon receipt of such a request for indemnification,
advise the Board of Directors in writing that Indemnitee has requested indemnification.


 


(b)
The Corporation’s determination whether to grant Indemnitee’s indemnification request shall be made promptly, and
in any event within 60 days following receipt of a request for indemnification pursuant to Section 5(a). The right to indemnification
as granted by Section 1 of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the Corporation
denies such request, in whole or in part, or fails to respond within such 60-day period. It shall be a defense to any such action
(other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 4 hereof where the
required undertaking, if any, has been received by the Corporation) that Indemnitee has not met the standard of conduct set forth
in Section 1 hereof, but the burden of proving such defense by clear and convincing evidence shall be on the Corporation. Neither
the failure of the Corporation (including its Board of Directors or one of its committees, its independent legal counsel, and
its stockholders) to have made a determination prior to the commencement of such action that indemnification of Indemnitee is
proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth in Section 1 hereof, nor the
fact that there has been an actual determination by the Corporation (including its Board of Directors or one of its committees,
its independent legal counsel, and its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be
a defense to the action or create a presumption that Indemnitee has or has not met the applicable standard of conduct. The Indemnitee’s
expenses (including attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to indemnification,
in whole or in part, in any such proceeding or otherwise shall also be indemnified by the Corporation.


 


(c)
The Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification
pursuant to this Section 5, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a determination
contrary to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification
unless the Corporation overcomes such presumption by clear and convincing evidence.


 


Section
6. Insurance and Subrogation.


 


(a)
The Corporation may purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request
of the Corporation as a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
against any liability asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising
out of Indemnitee’s status as such, whether or not the Corporation would have the power to indemnify Indemnitee against
such liability under the provisions of this Agreement. If the Corporation has such insurance in effect at the time the Corporation
receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give prompt notice of the commencement
of such proceeding to the insurers in accordance with the procedures set forth in the policy. The Corporation shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result
of such proceeding in accordance with the terms of such policy.






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(b)
In the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee with respect to any insurance policy, who shall execute all papers required
and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation
to bring suit to enforce such rights in accordance with the terms of such insurance policy. The Corporation shall pay or reimburse
all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.


 


(c)
The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including,
but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that
Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.


 


 


Section
7. Certain Definitions. For purposes of this Agreement, the following definitions shall apply:


 


(a)
The term “action, suit or proceeding” shall be broadly construed and shall include, without limitation, the investigation,
preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending
or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative.


 


(b)
The term “by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Corporation, or
while serving as a director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise” shall be broadly construed and shall include, without limitation, any actual or alleged act or omission
to act.


 


(c)
The term “expenses” shall be broadly and reasonably construed and shall include, without limitation, all direct and
indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements,
appeal bonds, other out-of-pocket costs and reasonable compensation for time spent by Indemnitee for which Indemnitee is not otherwise
compensated by the Corporation or any third party, provided that the rate of compensation and estimated time involved is approved
by the Board, which approval shall not be unreasonably withheld), actually and reasonably incurred by Indemnitee in connection
with either the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification under
this Agreement, Section 78.751 of the NRS or otherwise.






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(d)
The term “judgments, fines and amounts paid in settlement” shall be broadly construed and shall include, without limitation,
all direct and indirect payments of any type or nature whatsoever (including, without limitation, all penalties and amounts required
to be forfeited or reimbursed to the Corporation), as well as any penalties or excise taxes assessed on a person with respect
to an employee benefit plan).


 


(e)
The term “Corporation” shall include, without limitation and in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same position under the provisions of this Agreement with respect to the
resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence
had continued.


 


(f)
The term “other enterprises” shall include, without limitation, employee benefit plans.


 


(g)
The term “serving at the request of the Corporation” shall include, without limitation, any service as a director,
officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee
or agent with respect to an employee benefit plan, its participants or beneficiaries.


 


(h)
A person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of
the Corporation” as referred to in this Agreement.


 


Section
8. Limitation on Indemnification. Notwithstanding any other provision herein to the contrary, the Corporation shall not
be obligated pursuant to this Agreement:


 


(a)
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding
(or part thereof) initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce
a right to indemnification (which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action,
suit or proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.


 


(b)
Action for Indemnification. To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any action,
suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, unless Indemnitee is successful in establishing
Indemnitee’s right to indemnification in such action, suit or proceeding, in whole or in part, or unless and to the extent
that the court in such action, suit or proceeding shall determine that, despite Indemnitee’s failure to establish their
right to indemnification, Indemnitee is entitled to indemnity for such expenses; provided, however, that nothing in this Section
8(b) is intended to limit the Corporation’s obligation with respect to the advancement of expenses to Indemnitee in connection
with any such action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, as provided in Section
4 hereof.






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(c)
Section 16 Violations. To indemnify Indemnitee on account of any proceeding with respect to which final judgment is rendered
against Indemnitee for payment or an accounting of profits arising from the purchase or sale by Indemnitee of securities in violation
of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute.


 


(d)
Non-compete and Non-disclosure. To indemnify Indemnitee in connection with proceedings or claims involving the enforcement
of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting
or similar agreements the Indemnitee may be a party to with the Corporation, or any subsidiary of the Corporation or any other
applicable foreign or domestic corporation, partnership, joint venture, trust or other enterprise, if any.


 


Section
9. Certain Settlement Provisions. The Corporation shall have no obligation to indemnify Indemnitee under this Agreement
for amounts paid in settlement of any action, suit or proceeding without the Corporation’s prior written consent, which
shall not be unreasonably withheld. The Corporation shall not settle any action, suit or proceeding in any manner that would impose
any fine or other obligation on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.


 


Section
10. Savings Clause. If any provision or provisions of this Agreement shall be invalidated on any ground by any court of
competent jurisdiction, then the Corporation shall nevertheless indemnify Indemnitee as to costs, charges and expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether
civil, criminal, administrative or investigative, including an action by or in the right of the Corporation, to the full extent
permitted by any applicable portion of this Agreement that shall not have been invalidated and to the full extent permitted by
applicable law.


 


Section
11. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification
provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed
that, in such event, the Corporation shall, to the fullest extent permitted by law, contribute to the payment of Indemnitee’s
costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to
any action, suit or proceeding, whether civil, criminal, administrative or investigative, in an amount that is just and equitable
in the circumstances, taking into account, among other things, contributions by other directors and officers of the Corporation
or others pursuant to indemnification agreements or otherwise; provided, that, without limiting the generality of the foregoing,
such contribution shall not be required where such holding by the court is due to (i) the failure of Indemnitee to meet the standard
of conduct set forth in Section 1 hereof, or (ii) any limitation on indemnification set forth in Section 6(c), 8 or 9 hereof.


 



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Section
12. Form and Delivery of Communications. Any notice, request or other communication required or permitted to be given to
the parties under this Agreement shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight
mail or courier service, or certified or registered mail, return receipt requested, postage prepaid, to the parties at the following
addresses (or at such other addresses for a party as shall be specified by like notice):


 


If
to the Corporation:


 





 


Attn:


Facsimile:


 


 


If
to Indemnitee:


 


 


Attn:


Facsimile:


 


 


Section
13. Subsequent Legislation. If the NRS is amended after adoption of this Agreement to expand further the indemnification
permitted to directors or officers, then the Corporation shall indemnify Indemnitee to the fullest extent permitted by the NRS,
 as so amended.


 


Section
14. Nonexclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall not
be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Corporation’s Certificate
of Incorporation or ByLaws, in any court in which a proceeding is brought, the vote of the Corporation’s stockholders or
disinterested directors, other agreements or otherwise, and Indemnitee’s rights hereunder shall continue after Indemnitee
has ceased acting as an agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of
Indemnitee. However, no amendment or alteration of the Corporation’s Certificate of Incorporation or ByLaws or any other
agreement shall adversely affect the rights provided to Indemnitee under this Agreement


 


Section
15. Enforcement. The Corporation shall be precluded from asserting in any judicial proceeding that the procedures and presumptions
of this Agreement are not valid, binding and enforceable. The Corporation agrees that its execution of this Agreement shall constitute
a stipulation by which it shall be irrevocably bound in any court of competent jurisdiction in which a proceeding by Indemnitee
for enforcement of his rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in this
Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause
irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any
other right or remedy Indemnitee may have at law or in equity with respect to breach of this Agreement, Indemnitee shall be entitled
to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement.






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Section
16. Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced
so as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.


 


Section
17. Entire Agreement. This Agreement and the documents expressly referred to herein constitute the entire agreement between
the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings
or agreements with respect to the matters covered hereby are expressly superceded by this Agreement.


 


Section
18. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed
in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


Section
19. Successor and Assigns. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the
benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators
and legal representatives. The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, by written agreement in
form and substance reasonably satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.


 


Section
20. Service of Process and Venue. For purposes of any claims or proceedings to enforce this agreement, the Corporation
consents to the jurisdiction and venue of any federal or state court of competent jurisdiction in the state of Nevada, and waives
and agrees not to raise any defense that any such court is an inconvenient forum or any similar claim.


 


Section
21. Supercedes Prior Agreement. This Agreement supercedes any prior indemnification agreement between Indemnitee and the
Corporation or its predecessors.


 


Section
22. Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of
Nevada, as applied to contracts between Nevada residents entered into and to be performed entirely within Nevada. If a court of
competent jurisdiction shall make a final determination that the provisions of the law of any state other than Nevada govern indemnification
by the Corporation of its officers and directors, then the indemnification provided under this Agreement shall in all instances
be enforceable to the fullest extent permitted under such law, notwithstanding any provision of this Agreement to the contrary.


 


Section
23. Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to employment or continued
employment.


 


Section
24. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original
and all of which together shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories
to the original or same counterpart.






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Section
25. Headings. The section and subsection headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.


 


IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.


 





	 	LOOKSMART GROUP, LTD.
	 	 
	 	By _______________________________________
	 	Name:
	 	Title:
	 	 
	 	INDEMNITEE:
	 	By _______________________________________
	 	Name: