EXHIBIT 10.5 ASSET PURCHASE AGREEMENT By and Between LOOKSMART, LTDAsset Purchase Agreement • June 14th, 1999 • Looksmart LTD • California
EXHIBIT 10.6 AGREEMENT AND PLAN OF REORGANIZATION TABLE OF CONTENTSAgreement and Plan of Reorganization • June 14th, 1999 • Looksmart LTD • California
Exhibit 10.1 INDEMNIFICATION AGREEMENT ------------------------- This Indemnification Agreement ("Agreement") is made as of this _____ day of _________, 1999 by and between LookSmart, Ltd., a Delaware corporation (the "Company"), and __________...Indemnification Agreement • July 27th, 1999 • Looksmart LTD • Services-business services, nec • Delaware
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT ------------------------- This Indemnification Agreement ("Agreement") is made as of this _____ day of _________, 1999 by and between LookSmart, Ltd., a Delaware corporation (the "Company"), and __________...Indemnification Agreement • June 14th, 1999 • Looksmart LTD • Delaware
Exhibit 10.10E This Agreement dated June 28, 1999, is made by and between Children's Television Workshop ("CTW") a New York not-for-profit corporation with offices located at One Lincoln Plaza, New york, NY 10023, and LookSmart Ltd ("LookSmart"), a...Agreement • July 27th, 1999 • Looksmart LTD • Services-business services, nec • New York
BETWEEN -------Looksmart LTD • June 14th, 1999
RECITALSConfidential Treatment • March 30th, 2000 • Looksmart LTD • Costume jewelry & novelties • England
December 23, 1998Development Agreement • June 14th, 1999 • Looksmart LTD • Georgia
RECITALSEmployment Agreement • March 16th, 2001 • Looksmart LTD • Services-computer processing & data preparation • California
Exhibit 10.24 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release ("Agreement") dated this 29th day of January 2001 by and between Christopher Tucher ("Employee") and LookSmart, Ltd. ("LookSmart"). WHEREAS, Employee...Separation Agreement and General Release • May 15th, 2001 • Looksmart LTD • Services-computer processing & data preparation • California
EXHIBIT 1.1 LookSmart, Ltd. Common Stock, par value $0.001 per share Underwriting Agreement ----------------------Looksmart LTD • July 27th, 1999 • Services-business services, nec • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 23rd, 2015 • Looksmart LTD • Services-computer processing & data preparation • Nevada
This Indemnification Agreement, dated as of _____________, 20__, is made by and between LookSmart Group, Inc., a Nevada corporation (the “Corporation”) and [_______] (the “Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 26th, 2014 • Looksmart LTD • Services-computer processing & data preparation • Delaware
Both the Company and Indemnitee recognize that highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.
LOOKSMART, LTD.Looksmart LTD • February 20th, 2001 • Services-computer processing & data preparation • California
AGREEMENTAgreement • May 15th, 2001 • Looksmart LTD • Services-computer processing & data preparation • California
EXHIBIT A JOINT FILING AGREEMENTJoint Filing Agreement • January 23rd, 2009 • Looksmart LTD • Services-computer processing & data preparation
This Agreement is dated as of January 22, 2009 by and among Mercury Fund VII, Ltd. (“Mercury VII”), Mercury Fund VIII, Ltd., (“Mercury VIII”), Mercury Ventures II, Ltd. (“Mercury Ventures II”), Mercury Management, L.L.C. (“Mercury Management”) and Kevin C. Howe (“Mr. Howe”).
AGREEMENT ---------Investors' Rights Agreement • June 14th, 1999 • Looksmart LTD • Delaware
PAID LISTINGS LICENSE AGREEMENTLicense Agreement • August 6th, 2010 • Looksmart LTD • Services-computer processing & data preparation • California
This License Agreement (“Agreement”) is entered into as of July 17, 2006 (the “Effective Date”), by and between Kontera, a corporation (“Partner”) and LookSmart, Ltd., a Delaware corporation (“LookSmart”).
LOOKSMART, LTD. and MELLON INVESTOR SERVICES LLC, As Rights Agent PREFERRED SHARES RIGHTS AGREEMENT Dated as of November 15, 2007Preferred Shares Rights Agreement • November 21st, 2007 • Looksmart LTD • Services-computer processing & data preparation • New York
This Preferred Shared Rights Agreement, dated as of November 15, 2007 (this "Agreement"), is made between LookSmart, Ltd., a Delaware corporation (the "Company"), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the "Rights Agent").
and LOOKSMART LTD andConfidential Treatment • March 30th, 2000 • Looksmart LTD • Costume jewelry & novelties • England
Contract1998 Stock Plan • October 22nd, 2004 • Looksmart LTD • Services-computer processing & data preparation • California
By your signature and the signature of the Company’s representative on the Notice of Grant above, you and the Company agree that this Option is granted under and governed by the terms and conditions of the LookSmart, Ltd. Amended and Restated 1998 Stock Plan (the “Plan”) and this Option Agreement. Optionee has reviewed the Plan and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all provisions of the Plan and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated in the Notice of Grant.
EXHIBIT 10.7 PROCUREMENT AND TRAFFICKING AGREEMENT Company: LookSmart Address: 600 Townsend Street San Francisco, CA 94103 Web Site URL: www.looksmart.com This Agreement when executed by the above named company ("Company"), and DoubleClick Inc....Procurement and Trafficking Agreement • June 14th, 1999 • Looksmart LTD • New York
PRIORITIZED LISTINGS SYNDICATION AGREEMENTPrioritized Listings Syndication Agreement • November 28th, 2005 • Looksmart LTD • Services-computer processing & data preparation • California
THIS PRIORITIZED LISTINGS SYNDICATION AGREEMENT (the “Agreement”), made as of August 21, 2001 (the “Effective Date”), is made by and between LookSmart, Ltd., a Delaware corporation (“LookSmart”), and Search123 Inc., a California corporation (“Search123”) (each, a “Party”, or collectively referred to as the “Parties”).
Assignment and Assumption AgreementAssignment and Assumption Agreement • April 23rd, 2015 • Looksmart LTD • Services-computer processing & data preparation • New York
This Assignment and Assumption Agreement (the "Agreement"), effective as of April 23, 2015 (the "Effective Date"), is by and between LookSmart, Ltd., a Delaware corporation ("Seller"), and LookSmart Group, Inc., a Nevada corporation ("Buyer").
Subject to Completion, Dated April 23, 2015)Looksmart LTD • April 23rd, 2015 • Services-computer processing & data preparation
As you know, on April 23, 2015, LookSmart, Ltd. (“LS”) and its wholly owned subsidiary, LookSmart Group, Inc. (“Group”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pyxis Tankers Inc. and its wholly owned subsidiary, Maritime Technologies Corp. As a condition precedent to the closing of the Merger Agreement, LS is required to transfer, and then spin off, all of its business, assets and liabilities to Group. In order to satisfy the conditions of the Merger Agreement, LS formed Group and transferred all of the business, assets and liabilities to Group. After Group has been separated from LS by means of the distribution described in the enclosed Information Statement, Group will be an independent public company as required by the Merger Agreement.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • August 14th, 2003 • Looksmart LTD • Services-computer processing & data preparation • California
This Settlement Agreement and Release (this “Agreement”), dated May 27, 2003, is made by and between LookSmart, Ltd., a Delaware corporation (the “Company”), and Dianne Dubois, residing in San Francisco, California (the “Employee”).
SECOND AMENDMENT TO THE PRIORITIZED LISTINGS SYNDICATION AGREEMENT BETWEEN LOOKSMART, LTD. AND SEARCH123 INC.Prioritized Listings Syndication Agreement • November 28th, 2005 • Looksmart LTD • Services-computer processing & data preparation
This Second Amendment (the “Second Amendment”) to the Prioritized Listings Syndication Agreement dated as of August 21, 2001 (the “Agreement”) and the Amendment dated as of June 7, 2002, is entered into and effective as of February 8, 2005 by and between LookSmart, Ltd., a Delaware corporation, (“LookSmart”) and Search123, Inc., a California corporation (“Partner”).
RIGHTS AGREEMENTRights Agreement • August 23rd, 2012 • Looksmart LTD • Services-computer processing & data preparation • New York
Agreement ---------Update Agreement • August 19th, 1999 • Looksmart LTD • Costume jewelry & novelties • Washington
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement and General Release • February 22nd, 2011 • Looksmart LTD • Services-computer processing & data preparation • California
This Severance Agreement and General Release (“Agreement”) is made and entered into by and between Eltinge Brown (hereinafter referred to as “Employee”) and LookSmart, Ltd., its successors, subsidiaries, related companies, parent company and affiliates (hereinafter sometimes referred to as the “Company” or “LookSmart”).
Exhibit 10.23 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release ("Agreement") dated this 29th day of January, 2001 by and between Brian Cowley ("Employee") and LookSmart, Ltd. ("LookSmart"). WHEREAS, Employee has...Separation Agreement and General Release • May 15th, 2001 • Looksmart LTD • Services-computer processing & data preparation • California
SECOND AMENDMENT TO THE PRIORITIZED LISTINGS SYNDICATION AGREEMENT BETWEEN LOOKSMART, LTD. AND SEARCH123 INC.Listings Syndication Agreement • March 16th, 2005 • Looksmart LTD • Services-computer processing & data preparation
This Second Amendment (the “Second Amendment”) to the Prioritized Listings Syndication Agreement dated as of August 21, 2001 (the “Agreement”) and the Amendment dated as of June 7, 2002, is entered into and effective as of February 8, 2005 by and between LookSmart, Ltd., a Delaware corporation, (“LookSmart”) and Search123, Inc., a California corporation (“Partner”).
SALES REPRESENTATION AGREEMENTSales Representation Agreement • May 7th, 2010 • Looksmart LTD • Services-computer processing & data preparation • New York
THIS AGREEMENT (the “Agreement”) is entered into as of October 18, 2009 (the “Effective Date”), between LookSmart Ltd., a Delaware corporation (“LookSmart”) and JW Digital, a United Kingdom corporation (“Representative”).
THIRD AMENDMENT TO THE PRIORITIZED LISTINGS SYNDICATION AGREEMENT BETWEEN LOOKSMART, LTD. AND SEARCH 123 INC.Prioritized Listings Syndication Agreement • August 9th, 2005 • Looksmart LTD • Services-computer processing & data preparation • Delaware
This Third Amendment (the “Third Amendment”) to the Prioritized Listings Syndication Agreement dated as of August 21, 2001 (as amended to date, the “Agreement”) is entered into as of June 24, 2005 by and between LookSmart, Ltd., a Delaware corporation, (“LookSmart”) and Search123, Inc., a California corporation (“Partner”).
ADCENTER LICENSE, HOSTING AND SUPPORT AGREEMENTLicense, Hosting and Support Agreement • May 10th, 2006 • Looksmart LTD • Services-computer processing & data preparation • California
This AdCenter License, Hosting and Support Agreement (“Agreement”) is entered into as of May 16, 2005 (the “Effective Date”), by and between Ask Jeeves, Inc., a Delaware corporation (“Partner”) and LookSmart, Ltd., a Delaware corporation (“LookSmart”).
