EXHIBIT 10.5 ASSET PURCHASE AGREEMENT By and Between LOOKSMART, LTDAsset Purchase Agreement • June 14th, 1999 • Looksmart LTD • California
Contract Type FiledJune 14th, 1999 Company Jurisdiction
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
Contract Type FiledJuly 27th, 1999 Company Industry Jurisdiction
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 • May 15th, 2001 • Looksmart LTD • Services-computer processing & data preparation • California
Contract Type FiledMay 15th, 2001 Company Industry Jurisdiction
EXHIBIT 1.1 LookSmart, Ltd. Common Stock, par value $0.001 per share Underwriting Agreement ----------------------Underwriting Agreement • July 27th, 1999 • Looksmart LTD • Services-business services, nec • New York
Contract Type FiledJuly 27th, 1999 Company Industry Jurisdiction
EXHIBIT 10.6 AGREEMENT AND PLAN OF REORGANIZATION TABLE OF CONTENTSMerger Agreement • June 14th, 1999 • Looksmart LTD • California
Contract Type FiledJune 14th, 1999 Company Jurisdiction
December 23, 1998Development Agreement • June 14th, 1999 • Looksmart LTD • Georgia
Contract Type FiledJune 14th, 1999 Company Jurisdiction
RECITALSEmployment Agreement • March 16th, 2001 • Looksmart LTD • Services-computer processing & data preparation • California
Contract Type FiledMarch 16th, 2001 Company Industry Jurisdiction
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 23rd, 2015 • Looksmart LTD • Services-computer processing & data preparation • Nevada
Contract Type FiledApril 23rd, 2015 Company Industry JurisdictionThis Indemnification Agreement, dated as of _____________, 20__, is made by and between LookSmart Group, Inc., a Nevada corporation (the “Corporation”) and [_______] (the “Indemnitee”).
Amendment to JVA" Means the agreement dated on or about the date on which this letter is accepted by the Borrower reflecting the amendments to the JVA in the Letter of Intent signed by BT, Transceptgate and the Borrower dated 25 October 2001; "Banking...Loan Facility Agreement • December 19th, 2001 • Looksmart LTD • Services-computer processing & data preparation • England
Contract Type FiledDecember 19th, 2001 Company Industry Jurisdiction
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 26th, 2014 • Looksmart LTD • Services-computer processing & data preparation • Delaware
Contract Type FiledMarch 26th, 2014 Company Industry JurisdictionBoth 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.
EXHIBIT 10.10A [LETTERHEAD OF THIRTEEN.WNET APPEARS HERE] June 18, 1999 Mr. Val Landi Vice President, Marketing Look Smart 487 Bryant Street San Francisco, CA 94107 Dear Mr. Landi: This Agreement, made as of the 18/th/ day of June 1999, will confirm...Grant Agreement • July 27th, 1999 • Looksmart LTD • Services-business services, nec • New York
Contract Type FiledJuly 27th, 1999 Company Industry Jurisdiction
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 • May 15th, 2001 • Looksmart LTD • Services-computer processing & data preparation • California
Contract Type FiledMay 15th, 2001 Company Industry Jurisdiction
AGREEMENTEmployment Agreement • May 15th, 2001 • Looksmart LTD • Services-computer processing & data preparation • California
Contract Type FiledMay 15th, 2001 Company Industry Jurisdiction
AGREEMENT ---------Investors' Rights Agreement • June 14th, 1999 • Looksmart LTD • Delaware
Contract Type FiledJune 14th, 1999 Company Jurisdiction
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
Contract Type FiledNovember 21st, 2007 Company Industry JurisdictionThis 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").
EXHIBIT A JOINT FILING AGREEMENTJoint Filing Agreement • January 23rd, 2009 • Looksmart LTD • Services-computer processing & data preparation
Contract Type FiledJanuary 23rd, 2009 Company IndustryThis 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”).
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
Contract Type FiledJune 14th, 1999 Company Jurisdiction
PAID LISTINGS LICENSE AGREEMENTLicense Agreement • August 6th, 2010 • Looksmart LTD • Services-computer processing & data preparation • California
Contract Type FiledAugust 6th, 2010 Company Industry JurisdictionThis 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”).
and LOOKSMART LTD andJoint Venture Agreement • March 30th, 2000 • Looksmart LTD • Costume jewelry & novelties • England
Contract Type FiledMarch 30th, 2000 Company Industry Jurisdiction
ContractOption Agreement • October 22nd, 2004 • Looksmart LTD • Services-computer processing & data preparation • California
Contract Type FiledOctober 22nd, 2004 Company Industry JurisdictionBy 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.
PRIORITIZED LISTINGS SYNDICATION AGREEMENTPrioritized Listings Syndication Agreement • November 28th, 2005 • Looksmart LTD • Services-computer processing & data preparation • California
Contract Type FiledNovember 28th, 2005 Company Industry JurisdictionTHIS 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
Contract Type FiledApril 23rd, 2015 Company Industry JurisdictionThis 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)Merger Agreement • April 23rd, 2015 • Looksmart LTD • Services-computer processing & data preparation
Contract Type FiledApril 23rd, 2015 Company IndustryAs 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 • August 14th, 2003 • Looksmart LTD • Services-computer processing & data preparation • California
Contract Type FiledAugust 14th, 2003 Company Industry JurisdictionThis 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”).
CO-LOCATION SERVICES AGREEMENTCo-Location Services Agreement • November 7th, 2003 • Looksmart LTD • Services-computer processing & data preparation • Missouri
Contract Type FiledNovember 7th, 2003 Company Industry JurisdictionTHIS CO-LOCATION SERVICES AGREEMENT (the “Agreement”) made this 19th day of February 2003 (“Effective Date”) is by and between SAVVIS COMMUNICATIONS CORPORATION, a Missouri corporation (“SAVVIS”), and LookSmart, Ltd., a Delaware corporation (“Customer”)
Source Code License AgreementSource Code License Agreement • August 5th, 2003 • Looksmart LTD • Services-computer processing & data preparation • California
Contract Type FiledAugust 5th, 2003 Company Industry JurisdictionThe Source Code License Agreement (the “Agreement”), between LookSmart, Ltd., a Delaware corporation located at 625 Second Street, San Francisco, CA 94107 (“LookSmart”) and Viator Ventures Inc. a Delaware corporation located at 434 Hudson Street, #3 New York, NY 10014 (“VV”), is entered into this 26th day of October, 2001 (the “Effective Date”).
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
Contract Type FiledNovember 28th, 2005 Company IndustryThis 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
Contract Type FiledAugust 23rd, 2012 Company Industry Jurisdiction
Agreement ---------License Agreement • August 19th, 1999 • Looksmart LTD • Costume jewelry & novelties • Washington
Contract Type FiledAugust 19th, 1999 Company Industry Jurisdiction
LOCK-UP AGREEMENTLock-Up Agreement • April 23rd, 2015 • Looksmart LTD • Services-computer processing & data preparation • New York
Contract Type FiledApril 23rd, 2015 Company Industry Jurisdiction
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • February 22nd, 2011 • Looksmart LTD • Services-computer processing & data preparation • California
Contract Type FiledFebruary 22nd, 2011 Company Industry JurisdictionThis 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”).
SECOND AMENDMENT TO THE PRIORITIZED LISTINGS SYNDICATION AGREEMENT BETWEEN LOOKSMART, LTD. AND SEARCH123 INC.Prioritized Listings Syndication Agreement • March 16th, 2005 • Looksmart LTD • Services-computer processing & data preparation
Contract Type FiledMarch 16th, 2005 Company IndustryThis 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
Contract Type FiledMay 7th, 2010 Company Industry JurisdictionTHIS 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
Contract Type FiledAugust 9th, 2005 Company Industry JurisdictionThis 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 AGREEMENTAdcenter License, Hosting and Support Agreement • May 10th, 2006 • Looksmart LTD • Services-computer processing & data preparation • California
Contract Type FiledMay 10th, 2006 Company Industry JurisdictionThis 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”).