-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SRA9+Wh+WqNAvohXS/9b9CGP2BBKVruc625fk0CKHHmKIWDNb0eOpQb378f7tGqI fPhIqH6YhI039FSM3Wx1kw== 0001010192-99-000076.txt : 19990826 0001010192-99-000076.hdr.sgml : 19990826 ACCESSION NUMBER: 0001010192-99-000076 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990825 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOOKSMART LTD CENTRAL INDEX KEY: 0001077866 STANDARD INDUSTRIAL CLASSIFICATION: COSTUME JEWELRY & NOVELTIES [3960] IRS NUMBER: 133904355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56707 FILM NUMBER: 99699170 BUSINESS ADDRESS: STREET 1: 487 BRYANT STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 4155974850 MAIL ADDRESS: STREET 1: 487 BRYANT STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107-1316 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COX ENTERPRISES INC ET AL CENTRAL INDEX KEY: 0000779426 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 581035149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1400 LAKE HEARN DRIVE CITY: ATLANTA STATE: GA ZIP: 30319 BUSINESS PHONE: 4048435000 MAIL ADDRESS: STREET 1: 1400 LAKE HEARN DRIVE STREET 2: 1400 LAKE HEARN DRIVE CITY: ATLANTA STATE: GA ZIP: 30319 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 LookSmart, Ltd. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 543442 10 7 (CUSIP Number) Andrew A. Merdek, Esq. Cox Interactive Media, Inc. 1400 Lake Hearn Drive, N.E. Atlanta, Georgia 30319 (404) 843-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 19, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see the Notes). SCHEDULE 13D CUSIP No. 543442 10 7 Page 2 of 15 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cox Interactive Media, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 18,987,801 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 18,987,801 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,987,801 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 543442 10 7 Page 3 of 15 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cox Enterprises, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 18,987,801 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 18,987,801 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,987,801 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 543442 10 7 Page 4 of 15 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Barbara Cox Anthony - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 18,987,801 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 18,987,801 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,987,801 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO; See Item 2. - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 543442 10 7 Page 5 of 15 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anne Cox Chambers - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 18,987,801 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 18,987,801 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,987,801 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO; See Item 2. - -------------------------------------------------------------------------------- The summary descriptions contained in this report of certain agreements and documents are qualified in their entirety by reference to the complete texts of such agreements and documents filed as Exhibits hereto and incorporated herein by reference. Item 1. Security and Issuer. This Report on Schedule 13D relates to the Common Stock, par value $.001 per share (the "Common Stock"), of Look Smart, Ltd., a Delaware corporation (the "Company"). The Company's principal executive offices are located at 487 Bryant Street, San Francisco, California 94107-1316. Item 2. Identity and Background. This report is being filed jointly by Cox Interactive Media, Inc. ("CIM"), Cox Enterprises, Inc. ("CEI"), Barbara Cox Anthony and Anne Cox Chambers. CIM and CEI are incorporated in the State of Delaware. CIM operates a network of local city-oriented Internet websites. The principal businesses of CEI are publishing, cable television, broadcasting and automobile auctions. The principal office and business address of CIM is 530 Means St., N.W., Suite 200, Atlanta, GA 30318, and the principal office and business address of CEI is 1400 Lake Hearn Drive, N.E., Atlanta, Georgia 30319. The principal residence address of Mrs. Anthony is 3944 Noela Place, Honolulu, Hawaii 96815, and the principal residence address of Mrs. Chambers is 426 West Paces Ferry Road, N.W., Atlanta, Georgia 30305. CIM is a wholly owned subsidiary of CEI. There are 607,690,855 shares of common stock of CEI outstanding, with respect to which: (i) Barbara Cox Anthony, as trustee of the Anne Cox Chambers Atlanta Trust, exercises beneficial ownership over 174,949,266 shares (28.8%); (ii) Anne Cox Chambers, as trustee of the Barbara Cox Anthony Atlanta Trust, exercises beneficial ownership over 174,949,266 shares (28.8%); (iii) Barbara Cox Anthony, Anne Cox Chambers and Richard L. Braunstein, as trustees of the Dayton Cox Trust A, exercise beneficial ownership over 248,237,055 shares (40.8%); and (iv) 271 individuals and trusts exercise beneficial ownership over the remaining 9,555,268 shares (1.6%). Thus, Barbara Cox Anthony and Anne Cox Chambers, who are sisters, together exercise beneficial ownership over 598,135,587 shares (98.4%) of the common stock of CEI. In addition, Garner Anthony, the husband of Barbara Cox Anthony, holds beneficially and of record 43,734 shares of common stock of CEI. Barbara Cox Anthony disclaims beneficial ownership of such shares. Therefore, each of CEI, Anne Cox Chambers and Barbara Cox Anthony may also be deemed to be beneficial owners of the securities reported herein. The following information concerning the directors and executive officers of CIM, CEI, Anne Cox Chambers and Barbara Cox Anthony is set forth on Exhibit 99.1: (i) name; (ii) residence or business address; and -6- (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. During the last five years, to the best knowledge of the persons filing this report, none of CIM, CEI, any of their respective executive officers or directors, Barbara Cox Anthony or Anne Cox Chambers have been convicted in any criminal proceedings (excluding traffic violations and similar misdemeanors). During the last five years, to the best knowledge of the persons filing this report, none of CIM, CEI, any of their respective executive officers or directors, Barbara Cox Anthony or Anne Cox Chambers have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as the result of which it, he or she was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the best knowledge of the persons filing this report, all of the individuals listed on Exhibit 99.1 are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. Pursuant to the Series A and Series B Preferred Stock Purchase Agreement, dated May 7, 1998, between the Company and the other signatories thereto, CIM acquired 2,387,958 shares of the Company's Series B Preferred Stock (the "Series B Preferred Stock") at a purchase price of $2.5147 per share. The Series B Preferred Stock automatically converted into 14,327,748 shares of Common Stock upon the completion of the Company's initial public offering on August 19, 1999. Pursuant to a Development, Licensing and Affiliation Agreement (the "Development Agreement"), dated May 7, 1998, between the Company and CIM, the Company issued to CIM a warrant to purchase 1,500,000 shares of the Company's Common Stock at an exercise price of $2.50 per share and with an expiration date of May 7, 2003. Under the Development Agreement, the Company licenses to CIM the LookSmart Search Engine, the LookSmart Category Search, the LookSmart Tools and the Applicable Marks (all as defined in the Development Agreement, Exhibit 99.5 to this report) and CIM licenses to the Company the Local Database, the Local Ontologies and the Applicable Marks (all as defined in the Development Agreement, Exhibit 99.5 to this report). CIM has not yet exercised this warrant. Pursuant to the Series C Preferred Stock Purchase Agreement, dated March 24, 1999, between the Company and the other signatories thereto (the "Series C Preferred Stock Purchase Agreement"), CIM acquired 1,606,702 shares of the Company's Series C Preferred Stock (the "Series C Preferred Stock") at a purchase price of $7.50 per share. The Series C Preferred Stock automatically converted into 2,410,053 shares of Common Stock upon the completion of the Company's initial public offering on August 19, 1999. -7- Pursuant to a Stock Purchase Agreement, dated April 16, 1999, between Evan Thornley, Tracey Ellery (together with Evan Thornley, the founders of the Company) and CIM, CIM acquired 750,000 shares of the Company's Common Stock for an aggregate purchase price of $3,750,000. All of CIM's purchases of the Company's Series B Preferred Stock, Series C Preferred Stock and Common Stock described above were made from CIM's working capital. Item 4. Purpose of Transaction. CIM purchased the Series B Preferred Stock, the Series C Preferred Stock and its Common Stock and entered into the Development Agreement for the purpose of forming a strategic alliance with the Company and to establish a nationally-distributed local website navigation service. Except as set forth in this Report, none of CIM, CEI, Mrs. Chambers and Mrs. Anthony and to the best of CIM's or CEI's knowledge, none of their respective executive officers or directors has any current plans or proposals which relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4. Item 5. Interest in Securities of Issuer. (a) Under the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, CIM has, and CEI, Mrs. Chambers and Mrs. Anthony may be deemed to have, beneficial ownership over 18,987,801 shares of Common Stock. These shares represent approximately 26% of the currently issued and outstanding shares of Common Stock of the Company. (b) The number of shares of Common Stock beneficially owned: (i) with respect to which there is sole voting power is 0; (ii) with respect to which there is shared voting power is 18,987,801, (iii) with respect to which there is sole dispositive power is 0, and with respect to which there is shared dispositive power is 18,987,801. (c) Except as described in item 3, none of CIM, CEI, Mrs. Chambers and Mrs. Anthony have engaged in any transaction in the Common Stock that was effected since April 16, 1999. (d) There is no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by CIM or deemed to be beneficially owned by CEI, Mrs. Chambers and Mrs. Anthony. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. -8- The information reported in Item 3 regarding the Development Agreement and the corresponding warrant issued to CIM is hereby incorporated by reference. CIM agreed with the underwriters of the Company's initial public offering that during the period beginning on August 19, 1999 and continuing and including the date that is 180 days after August 19, 1999, it will not directly or indirectly offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company or any options or warrants to purchase any shares of Common Stock of the Company or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, without the prior written consent of Goldman, Sachs, & Co., subject to certain limited exceptions involving transfers to affiliates. In conjunction with the Series C Preferred Stock Purchase Agreement, the Company, the holders of the Company's Series A preferred stock, the Company's Series B preferred stock, the Company's Series C Preferred Stock and the Company's Series 1 Junior preferred stock entered into the Second Amended and Restated Investors' Rights Agreement, dated March 24, 1999 (the "Investors' Rights Agreement"). The Investors' Rights Agreement allows CIM or its permitted transferees rights to require the Company to register those shares under the Securities Act of 1933, as amended (the "Securities Act"), six months after the closing of the Company's initial public offering. The Company's obligation to register these shares include the following: o at any time after the earlier of November 7, 1999 and six months following the Company's initial public offering, at the request of the holders of at least 30% of the outstanding shares of the registrable securities issued or issuable upon conversion of the Company's Series B preferred stock if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $3,000,000; provided, however, that the Company is not required to effect more than two registrations on behalf of the holders of the Series B preferred stock; or o at any time after six months following the Company's initial public offering, at the request of the holders of at least 30% of the outstanding shares of the registrable securities issued or issuable upon conversion of the Series C preferred stock if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000; provided, however, that the Company is not required to effect more than one registration on behalf of the holders of the Series C preferred stock. The holders of 20% of the Company's Registrable Securities (as defined in the Investors' Rights Agreement may also require the Company to register all or a portion of their Registrable Securities on Form S-3 when the Company is eligible to use such form, provided that the proposed aggregate price to the public is at least $1,000,000. Each of the foregoing registration rights is qualified by conditions, including the right of the underwriters in any underwritten offering to limit the number of shares to be included in a registration due to market or other conditions. -9- Item 7. Material to be Filed as Exhibits. Exhibit No. Title of Exhibit 1 Joint Filing Agreement by and among Cox Interactive Media, Inc., Cox Enterprises, Inc. Barbara Cox Anthony and Anne Cox Chambers. 99.1 Executive Officers and Directors of both CIM and CEI. 99.2 Second Amended and Restated Investors' Rights Agreement dated March 24, 1999 (incorporated by reference to Exhibit 4.2 of LookSmart Ltd.'s Registration Statement on Form S-1, SEC File No. 333-80581). 99.3 Warrant issued by LookSmart, Ltd. to Cox Interactive Media, Inc. for LookSmart Common Stock. 99.4 Lock-Up Agreement between Cox Interactive Media, Inc. and Goldman, Sachs & Co., BancBoston Robertson Stephens Inc. and Hambrect & Quist LLC (as Representatives of the several Underwriters) dated June 17, 1999. 99.5 Development, Licensing and Affiliation Agreement between the Company and Cox Interactive Media, Inc., dated May 7, 1998 (incorporated by reference to Exhibit 10.8 of LookSmart Ltd.'s Registration Statement on Form S-1, SEC File No. 333-80581). -10- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. COX INTERACTIVE MEDIA, INC. August 24, 1999 By: /s/ Andrew A. Merdek Date Name: Andrew A. Merdek Title: Secretary SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. COX ENTERPRISES, INC. August 24, 1999 By: /s/ Andrew A. Merdek Date Name: Andrew A. Merdek Title: Secretary SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 24, 1999 /s/ Anne Cox Chambers ---------------- --------------------- Date Anne Cox Chambers SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 24, 1999 /s/ Anne Cox Chambers ---------------- --------------------- Date Anne Cox Chambers SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 24, 1999 /s/ Barbara Cox Anthony ---------------- ----------------------- Date Barbara Cox Anthony EX-1 2 JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) or any subsequent filings on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of LOOKSMART,LTD., and that this Joint Filing Agreement be included as an Exhibit to such joint filing. This Joint Filing Agreement may be executed in one or more counterparts, and each such counterpart shall be an original but all of which, taken together, shall constitute but one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this 24th day of August, 1999. COX INTERACTIVE MEDIA, INC. By: /s/ Andrew A. Merdek Name: Andrew A. Merdek Title: Secretary COX ENTERPRISES, INC. By: /s/ Andrew A. Merdek Name: Andrew A. Merdek Title: Secretary /s/Anne Cox Chambers ----------------- Anne Cox Chambers /s/Barbara Cox Anthony ----------------- Barbara Cox Anthony EX-99.1 3 EXECUTIVE OFFICERS AND DIRECTORS OF COX EXHIBIT 99.1 Cox Enterprises, Inc. Executive Officers and Directors
Name Position Principal Occupation Business Address - -------------------------- ------------------- ----------------------------------- --------------------------------- James C. Kennedy * Chairman & Chairman & Cox Enterprises, Inc. Chief Executive Chief Executive Officer 1400 Lake Hearn Dr., NE Officer Atlanta, GA 30319 David E. Easterly* President & Chief President & Chief Operating Cox Enterprises, Inc. Operating Officer Officer 1400 Lake Hearn Dr., NE Atlanta, GA 30319 Robert C. O'Leary* Senior Vice Senior Vice President & Chief Cox Enterprises, Inc. President & Chief Financial Officer 1400 Lake Hearn Dr., NE Financial Officer Atlanta, GA 30319 Timothy W. Hughes Senior Vice Senior Vice President Cox Enterprises, Inc. President Administration 1400 Lake Hearn Dr., NE Administration Atlanta, GA 30319 Barbara C. Anthony* Vice President Chairman, Dayton Newspapers Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta, GA 30319 Anne C. Chambers* Vice President Chairman, Atlanta Newspapers Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta, GA 30319 Scott A. Hatfield Vice President & Vice President & Chief Cox Enterprises, Inc. Chief Information Information Officer 1400 Lake Hearn Dr., NE Officer Atlanta, GA 30319 Marybeth H. Leamer Vice President Vice President Human Resources Cox Enterprises, Inc. Human Resources 1400 Lake Hearn Dr., NE Atlanta, GA 30319 Andrew A. Merdek Vice President Vice President Legal Affairs & Cox Enterprises, Inc. Legal Affairs & Corporate Secretary 1400 Lake Hearn Dr., NE Corporate Atlanta, GA 30319 Secretary Alexander V. Vice President Vice President Public Policy Cox Enterprises, Inc. Netchvolodoff Public Policy 1400 Lake Hearn Dr., NE Atlanta, GA 30319 Richard J. Jacobson Vice President & Vice President & Treasurer Cox Enterprises, Inc. Treasurer 1400 Lake Hearn Dr., NE Atlanta, GA 30319 Preston B. Barnett Vice President Tax Vice President Tax Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta, GA 30319 William L. Killen, Jr. Vice President Vice President New Media Cox Enterprises, Inc. New Media 1400 Lake Hearn Dr., NE Atlanta, GA 30319 Dean H. Eisner Vice President Vice President Business Cox Enterprises, Inc. Business Development and Planning 1400 Lake Hearn Dr., NE Development and Atlanta, GA 30319 Planning Michael J. Mannheimer Vice President Vice President Materials Cox Enterprises, Inc. Materials Management 1400 Lake Hearn Dr., NE Management Atlanta, GA 30319 John C. Williams Vice President Vice President Marketing Cox Enterprises, Inc. Marketing and and Communications 1400 Lake Hearn Dr., NE Communications Atlanta, GA 30319 Arthur M. Blank Director President and Chief Executive The Home Depot, Inc. Officer 2455 Paces Ferry Road, NW The Home Depot, Inc. Atlanta, GA 30339 Thomas O. Cordy Director President and Chief Executive The Maxxis Group, Inc. Officer 1901 Montreal Road, Ste. 108 The Maxxis Group, Inc. Tucker, GA 30084 Carl R. Gross Director Retired Senior Vice President Cox Enterprises, Inc. and Chief Administrative Officer 1400 Lake Hearn Dr., NE Atlanta, GA 30319 Ben F. Love Director Director Chase Bank of Texas Chase Bank of Texas 600 Travis Street, 18 TCT 318 Houston, TX 77252-2558 Paul J. Rizzo Director Vice Chairman (retired 1/1/95) Franklin Street Partners of IBM Corporation 6330 Quadrangle Drive Ste. 200 Chapel Hill, NC 27514
* Also a Director Cox Interactive Media, Inc. Executive Officers and Directors
Name Position Principal Occupation Business Address - -------------------------- ------------------- ----------------------------------- --------------------------------- Peter M. Winter * President President Cox Interactive Media, Inc. 530 Means Street, NW Suite 200 Atlanta, GA 30318 J. Lacey Lewis Vice President Vice President and Cox Interactive Media, Inc. and Chief Chief Financial Officer 530 Means Street, NW Financial Officer Suite 200 Atlanta, GA 30318 Keith L. Herndon Vice President Vice President Planning Cox Interactive Media, Inc. Planning and and Product Development 530 Means Street, NW Product Development Suite 200 Atlanta, GA 30318 Michael Q. Parker Vice President Vice President Marketing Cox Interactive Media, Inc. Marketing 530 Means Street, NW Suite 200 Atlanta, GA 30318 David B. Hills Vice President Vice President Sales Cox Interactive Media, Inc. Sales 530 Means Street, NW Suite 200 Atlanta, GA 30318 Hillary Goodall Vice President Vice President Content Cox Interactive Media, Inc. Content Programming Programming 530 Means Street, NW Suite 200 Atlanta, GA 30318 Preston B. Barnett Vice President Vice President Tax Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta, GA 30319 William L. Killen, Jr.* Vice President Vice President New Media Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta, GA 30319 Steven N. Becker Group Vice Group Vice President Cox Interactive Media, Inc. President Site Site Management 530 Means Street, NW Management Suite 200 Atlanta, GA 30318 Gary R. Mills Group Vice Group Vice President Cox Interactive Media, Inc. President Site Site Management 530 Means Street, NW Management Suite 200 Atlanta, GA 30318 David C. Scotter Group Vice Group Vice President Cox Interactive Media, Inc. President Site Site Management 530 Means Street, NW Management Suite 200 Atlanta, GA 30318 Andrew A. Merdek Secretary Vice President Legal Affairs & Cox Enterprises, Inc. Corporate Secretary 1400 Lake Hearn Dr., NE Atlanta, GA 30319 Richard J. Jacobson Treasurer Vice President & Treasurer Cox Enterprises, Inc. 1400 Lake Hearn Dr., NE Atlanta, GA 30319 David E. Easterly Director President & Chief Operating Cox Enterprises, Inc. Officer 1400 Lake Hearn Dr., NE Atlanta, GA 30319
*Also a Director EX-99.3 4 WARRANT Exhibit 99.3 THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE `GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT. THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO PURCHASE STOCK Corporation: LookSmart, Ltd. Number of Shares: 250,000 Class of Stock: Common Initial Exercise Price: $15.00 Issue Date: May 7, 1998 Expiration Date: May 7, 2003 THIS WARRANT CERTIFIES THAT, for value received, the sufficiency of which is hereby acknowledged, Cox Interactive Media Inc., or its assigns ("Holder"), is entitled to purchase up to the number of fully paid and nonassessable shares of the class of securities of LookSmart, Ltd., a Delaware corporation (the "Company"), at the initial exercise price per share (the "Warrant Price") all as set forth herein and as adjusted pursuant to Article 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. The Warrant will entitle the Holder to purchase 250,000 shares of the Common Stock of the Company, par value $.001 per share (the "Common Stock") as adjusted pursuant to Article 2 hereto. The Warrant Price for such Common Stock shall be $15.00 per share as adjusted pursuant to Article 2 hereto. The Common Stock is referred to herein as "Shares". This Warrant is subject to the following terms and conditions: ARTICLE 1 EXERCISE 1.1 Method of Exercise. Holder may exercise this Warrant by delivering a duly executed Notice of Exercise in substantially the form attached as Appendix 1 to the principal office of the Company. Unless Holder is exercising the conversion right set forth in Section 1.2, Holder shall also deliver to the Company a check for the aggregate Warrant Price for the Shares being purchased. 1.2 Conversion Right. In lieu of exercising this Warrant as specified in Section 1.1, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined by dividing (a) the aggregate fair market value of the Shares or other securities otherwise issuable upon exercise of this Warrant minus the aggregate Warrant Price of such Shares by (b) the fair market value of one Share. The fair market value of the Shares shall be determined pursuant to Section 1.4. 1.3 No Rights as Shareholder. This Warrant does not entitle Holder to any voting rights as a shareholder of the Company prior to the exercise hereof. 1.4 Fair Market Value. If the Shares are traded in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company's stock into which the Shares are convertible) reported for the business day immediately before Holder delivers its Notice of Exercise to the Company. If the Shares are not traded in a public market, the Board of Directors of the Company shall determine fair market value in its reasonable good faith judgment. 1.5 Delivery of Certificate and New Warrant. Promptly after Holder exercises or converts this Warrant, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired. 1.6 Replacement of Warrants. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor. 1.7 Sale, Merger, or Consolidation of the Company. (a) "Acquisition". For the purpose of this Warrant, "Acquisition" means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company's -2- securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. (b) Assumption of Warrant. Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing. Appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including without limitation, provisions for the adjustment of the Warrant Price and the number of shares issuable hereunder) shall thereafter be applicable in relation to any shares of stock or other securities or property thereafter deliverable upon exercise hereof. ARTICLE 2 ADJUSTMENTS TO THE SHARES 2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on the Shares or subdivides the Shares in a transaction that increases the amount of common stock into which the Shares are convertible, then upon exercise of this Warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred. 2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this Warrant, Holder shall be entitled to receive, upon exercise or conversion of this Warrant, the number and kind of securities and property that Holder would have received for the Shares if this Warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Company's certificate of incorporation upon the closing of a registered public offering of the Company's common stock. The Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property. The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new Warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events. 2.3 Adjustments for Combinations, Etc. If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased. -3- 2.4 No Impairment. The Company shall not, by amendment of its certificate of incorporation or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out of all the provisions of this Article 2 and in taking all such action as may be necessary or appropriate to protect Holder's rights under this Article against impairment including, but not limited to, the reservation of a sufficient number of Shares to provide for the exercise of this Warrant and the reservation of a sufficient number of shares of common stock to provide for the conversion of the Shares. If the Company takes any action affecting the Shares or its common stock other than as described above that adversely affects Holder's rights under this Warrant, the Warrant Price shall be adjusted downward and the number of Shares issuable upon exercise of this Warrant shall be adjusted upward in such a manner that the aggregate Warrant Price of this Warrant is unchanged. 2.5 Fractional Shares. No fractional Shares shall be issuable upon exercise or conversion of the Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying Holder an amount computed by multiplying the fractional interest by the fair market value of a full Share. 2.6 Certificate as to Adjustments. Upon each adjustment of the Warrant Price, the Company at its expense shall promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based. The Company shall, upon written request, furnish Holder a certificate setting forth the Warrant Price in effect upon the date thereof and the series of adjustments leading to such Warrant Price. ARTICLE 3 REPRESENTATIONS AND COVENANTS OF THE COMPANY 3.1 Representations and Warranties. The Company hereby represents and warrants to the Holder that all Shares which may be issued upon the exercise of the purchase right represented by this Warrant, and all securities, if any, issuable upon conversion of the Shares, shall, upon issuance, be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable federal and state securities laws. 3.2 Notice of Certain Events. If the Company proposes at any time (a) to declare any dividend or distribution upon its common stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend; (b) to offer for subscription pro rata to the holders of any class or series of its stock any additional shares of stock of any class or series or other rights; (c) to effect any reclassification or recapitalization of common stock; (d) to merge or consolidate with or into any other corporation, or sell, lease, license, or convey all or substantially all of its assets, or -4- to liquidate, dissolve or wind up; or (e) offer holders of registration rights the opportunity to participate in an underwritten public offering of the company's securities for cash, then, in connection with each such event, the Company shall give Holder (1) at least 20 days prior written notice of the date on which a record will be taken for such dividend, distribution, or subscription rights (and specifying the date on which the holders of common stock will be entitled thereto) or for determining rights to vote, if any, in respect of the matters referred to in (c) and (d) above; (2) in the case of the matters referred to in (c) and (d) above at least 20 days prior written notice of the date when the same will take place (and specifying the date on which the holders of common stock will be entitled to exchange their common stock for securities or other property deliverable upon the occurrence of such event); and (3) in the case of the matter referred to in (e) above, the same notice as is given to the holders of such registration rights. 3.3 Shareholder Rights. Upon exercising the Warrant, the holder shall be entitled to the same rights, preferences, privileges and restrictions granted to any other holders of securities of the same class and series as the Shares. ARTICLE 4 MISCELLANEOUS 4.1 Term. This Warrant is exercisable, in whole or in part, at any time and from time to time on or before the Expiration Date set forth above, unless terminated as set forth herein. 4.2 Legends. This Warrant and the Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 4.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part without compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to an affiliate or subsidiary of Holder (unless Company agrees to bear the expense of providing such opinion) or a public sale if -5- there is no material question as to the availability of current information as referenced in Rule 144(c), Holder represents that it has complied with Rule 144(d) and (e) in reasonable detail, the selling broker represents that it has complied with Rule 144(f), and the Company is provided with a copy of Holder's notice of proposed sale. 4.4 Transfer Procedure. Subject to the provisions of Sections 4.2 and 4.3, Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) by giving the Company notice of the portion of the Warrant being transferred setting forth the name, address and taxpayer identification number of the transferee and surrendering this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable). Unless the Company is filing financial information with the SEC pursuant to the Securities Exchange Act of 1934, the Company shall have the right to refuse to transfer any portion of this Warrant to any person who directly competes with the Company. 4.5 Notices. All notices and other communications from the Company to the Holder, or vice versa, shall (i) be delivered to such address as may have been furnished to the Company or the Holder, as the case may be, in writing by the Company or such holder from time to time; (ii) be deemed delivered and effective (a) if given personally or delivered by courier, when delivered to the addressee, (b) when mailed by first-class registered or certified mail; (c) if by regular mail, seven (7) business days from and including the date of postage or (d) if by fax when transmitted to the addressee. 4.6 Waiver. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. 4.7 Attorneys Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys' fees. 4.8 Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles regarding conflicts of law. - 6 - ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE HOLDER Holder represents and warrants to the Company as follows: 5.1 Holder understands that neither the Warrant nor the Shares (collectively, the "Securities") have been registered under the Securities Act or under any state securities laws. The Holder is familiar with the provisions of the Securities Act and Rule 144 thereunder and understands that Holder may be required to hold the Securities until the dates of repayment thereof or for an indefinite period of time. 5.2 Holder is acquiring the Securities for Holder's own account, and not as a nominee or agent for others, and not with a view to resale or distribution of any part thereof, and Holder has no present intention of selling or distributing the Securities except for participation interests in the loan to lenders who make to the Company the representations set forth in this Section 5. 5.3 Holder has had an opportunity to ask questions and receive answers from the Company and its officers and directors regarding the business, prospects and financial condition of the Company. IN WITNESS WHEREOF, the Company has caused the Warrant to be issued by its duly authorized officer to take effect as of the date first set forth above. LOOKSMART, LTD. By: /s/ Evan Thornley Title: - 7 - APPENDIX 1 NOTICE OF EXERCISE 1. The undersigned hereby elects to purchase ______ shares of the Common/Series ____ Preferred [strike one] Stock of ___________________ pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price of such shares in full. 2. The undersigned hereby elects to convert the attached Warrant into Shares/cash [strike one] in the manner specified in the Warrant. This conversion is exercised with respect to ______________ of the Shares covered by the Warrant. [Strike paragraph that does not apply.] 3. Please issue a certificate or certificates representing said shares in the name of the undersigned or in such other name as is specified below: --------------------------------- (Name) --------------------------------- --------------------------------- (Address) 4. The undersigned represents it is acquiring the shares solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws. --------------------------------- (Signature) --------------------------------- (Date) -8- EX-99.4 5 LOCKUP AGREEMENT Exhibit 99.4 LookSmart, Ltd. Lock-Up Agreement June 17, 1999 Goldman, Sachs & Co. BancBoston Robertson Stephens Inc. Hambrecht & Quist LLC As Representatives (the "Representatives") Of the several Underwriters c/o Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Re: LookSmart, Ltd.- Lock-Up Agreement Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the "Underwriting Agreement") among LookSmart, Ltd., a Delaware corporation (the "Company"), and the group of Underwriters named therein relating to an underwritten public offering of Common Stock, par value $0.001 per share (the "Common Stock"), of the Company (the "Offering"). In consideration of the agreement by the Underwriters to offer and sell the Common Stock, and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees that, during the period beginning from the date of the final Prospectus covering the public offering of the Common Stock and continuing to and including the date 180 days after the date of such final Prospectus used in connection with the Offering, the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively the "Undersigned's Shares"). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned's Shares even if such Shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned's Shares or with respect to any security that includes, relates to, or derives any significant part of its value from such Shares. Notwithstanding the foregoing, the undersigned may transfer the Undersigned's Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, (iii) to any affiliate of the undersigned, provided that such affiliate agrees to be bound in writing by the restrictions set forth herein, or (iv) with the prior written consent of Goldman, Sachs & Co. on behalf of the Underwriters. For purposes of this Lock-Up Agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Undersigned's Shares except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors, and assigns. Notwithstanding anything to the contrary herein, if the closing of the Offering has not occurred on or prior to September 30, 1999, this Lock-Up Agreement shall be of no further force and effect. In addition, this Lock-Up Agreement shall be of no further force and effect if Goldman, Sachs & Co. on behalf of the Underwriters agrees to release any other party to another Lock-Up Agreement relating to the Offering prior to the termination of this Lock-Up Agreement and shall not concurrently have agreed to release the undersigned and other Holders (as defined in the Company's Second Amended and Restated Investors' Rights Agreement, dated as of March 24, 1999) on a pro rata basis. Very truly yours, COX INTERACTIVE MEDIA, INC. -------------------------- Exact Name of Shareholder /s/ William L. Killen, Jr. --------------------------- Authorized Signature Vice President --------------------------- Title -----END PRIVACY-ENHANCED MESSAGE-----