Item 1.01. Entry into a Material Definitive Agreement.

On December 19, 2012, the Board of Directors of LookSmart, Ltd. (the "Company") approved an amendment to the Rights Agreement originally entered into on August 23, 2012 (the "Rights Agreement"), with Computershare Trust Company, N.A., as rights agent (the "Amendment"). The Amendment exempts the tender offer proposed by PEEK Investments LLC from the Rights Agreement if consummated prior to 5:00
p.m. New York City time on January 14, 2013, provided the tender offer is in exchange for an amount, in cash, equal to or greater than $1.00 per share of the Company's common stock.

The foregoing description is qualified in its entirety by reference to the Amendment, which is filed herewith as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders

The information set forth above and referenced under Item 1.01 is hereby incorporated by reference into this Item 3.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

4.1 Amendment to Rights Agreement dated as of December 20, 2012 among LookSmart, Ltd. and Computershare Trust Company, N.A.

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