AMENDMENT NUMBER FOUR TO THE LICENSE & UPDATE AGREEMENT BETWEEN LOOKSMART, LTD. AND MICROSOFT CORPORATIONNumber • August 14th, 2002 • Looksmart LTD • Services-computer processing & data preparation
This Amendment Number Four (“Amendment Number Four”) to the License & Update Agreement (the “Agreement”) is made and entered into effective as of April 9, 2002 by and between Microsoft Corporation, a Washington corporation with its principal place of business located at One Microsoft Way, Redmond, Washington 98052 (“Microsoft”) and LookSmart, Ltd., a Delaware corporation located at 625 Second Street, San Francisco, California 94107 (“LookSmart”).
July 16, 2002Looksmart LTD • August 14th, 2002 • Services-computer processing & data preparation
This letter is to confirm the agreement between you and LookSmart, Ltd. (the “Company”) regarding the terms of the loan given to you by the Company and of the Secured Promissory Note (the “Note”) made by you on April 2, 2002. The Company has agreed to pay you an amount equal to the amount of any tax liability you incur in connection with (a) forgiveness of the loan as provided in Sections 2 or 3 of the Note; and (b) imputed interest on the Note. In addition, because the tax payments will also be construed as taxable income to you, the Company will pay an amount that will be “grossed up” to cover the tax on the loan forgiveness, the imputed interest and the tax payment. Such amounts will be paid as the taxes become due upon presentation by you of a reasonably detailed description of such taxes.
