RESTATED CERTIFICATE OF INCORPORATION
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 Certificate of 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 the corporation.
C. The text of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:
The name of this corporation is LookSmart, Ltd.
The address of the corporation’s registered office in the State of Delaware 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.
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 of Delaware.
The corporation is authorized to issue two classes of shares of stock to be designated, 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 is 200,000,000. 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 the board). The
board of directors is further authori