Exhibit 10.61
BOARD SERVICES
AGREEMENT
The Board of Directors of LookSmart,
Ltd., a Delaware corporation (the “Board”), and
Jean-Yves Dexmier, a member of the Board, hereby enter into this
Board Services Agreement effective July 1, 2008 (the
“Agreement”).
RECITALS
WHEREAS
: The Board believes that it is in
the best interests of the Company and its stockholders to
investigate the possibility of a potential strategic transaction
involving the Company and a third party (the “ Potential
Strategic Transaction ”) and the Potential Strategic
Transaction may involve a change of control of the Company and its
merger with another entity;
WHEREAS
: The Board believes that it may be
in the best interests of the Company and its stockholders to
commence negotiations regarding the Potential Strategic Transaction
and currently anticipates that such negotiations will continue for
the next 4 to 8 weeks;
WHEREAS
: The Board wishes to retain the
services of one of its members who is experienced with assessing
mergers and acquisitions to assist the Board in fulfilling its
fiduciary duties with respect to the Potential Strategic
Transaction;
WHEREAS:
Jean-Yves Dexmier, a
member
