Exhibit 2.2
Assignment
and Assumption Agreement
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”).
WHEREAS,
following the execution of this Agreement, Seller and Buyer shall enter into an Agreement and Plan of Merger, by and between Pyxis
Tankers Inc., Maritime Technologies Corp., Buyer and Seller (the “Merger Agreement”), pursuant to which, among
other things, Seller will be merged into Maritime Technologies Corp. (the “Merger”); and
WHEREAS,
in contemplation of the Merger, Seller has agreed to assign, and Buyer has agreed to assume, (i) all of Seller’s rights,
title and interests in, the operating businesses and all assets of Seller (the “Assets”), including but not
limited to as set forth on Exhibit A hereto, which is incorporated by reference, and (ii) all of Seller’s duties and obligations:
in the Liabilities (as defined below).
NOW,
THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
Assignment and Assumption. Except as set forth in Schedule 1.1 hereto, Seller hereby sells, assigns, grants, conveys
and transfers to Buyer all of Seller’s right, title and interest in and to the Assets. Buyer hereby accepts such assignment and
assumes and agrees to pay, perform and discharge, fully and completely, as and when due, all of the obligations , liabilities,
commitments, contracts or agreements of, or other claims against, Seller, whether known or unknown, asserted or unasserted, accrued
or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory or
otherwise associated with the Assets (collectively, the “Liabilities”).
2.
Representations and Warranties. Each of the parties to this agreement represents and warrants that:
(a)
it is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation;
(b)
it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for
purposes of this Agreement;
(c)
it has the full right, corporate power and authority to enter into this
Agreement and to perform its obligations hereunder;
(d)
it shall take all actions reasonably necessary (including updating the exhibits
and schedules hereto) to ensure that from the date first set forth above until and through the date of the closing of the
Merger the representations and warranties made by each party hereto and the information set forth in this Agreement, and the schedules
and exhibits hereto, will remain accurate;
(e) it
is in compliance with all applicable laws relating to this Agreement, and the operation of its
business;
(f)
it has obtained all licenses, authorizations, approvals, consents or permits
required by applicable laws, including the rules and regulations of all authorities having jurisdiction over the conduct
of its business generally and to perform its obligations under this Agreement;
(g)
this Agreement and performance hereunder does not violate any laws or agreements
entered into by the parties hereto; and
(h)
this Agreement has been duly executed and delivered and constitutes a legal,
valid and binding obligation of the parties hereto, enforceable in accordance with its terms, except as may be limited by any
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting
creditors’ rights generally or the effect of general principles of equity.
3.
Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New
York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).
4.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this
Agreement.
5.
Further Assurances. Each of the parties hereto shall execute and deliver, at the reasonable request of the other party
hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may
reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date first above written.
| |
LOOKSMART,
LTD.
|
| |
By:/s/
Xxxxxxx Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
CEO |
SCHEDULE
1.1
Dell Lease
Contract # 000-0000000-000, will be transferred upon review of equipment and approval of assignment by Dell, or its representative(s).
EXHIBIT A
| · | 100% of the stock/ownership interests of: |
| · | Clickable, Inc., a Delaware corporation |
| · | LookSmart Holdings (Delaware), Ltd., a Delaware corporation (inoperative) |
| · | LookSmart International Pty Ltd., an Australian corporation (inoperative) |
| ○ | Shop Wiki Corp., a Delaware corporation |
| ○ | Trafficmaster, Inc., a California corporation (suspended) |
| ○ | Wisenut, Inc., a Delaware corporation (inoperative) |
| ○ | 51% of the membership interests of Conversion Media Holdings, LLC |
| · | Fidelity 40 1(k) Plan (EIN: 04-2033 129) |
| · | Separation and Indemnification Agreements of Christian “Xxx” Xxxx, Xxxxxxxx Xxxxxx,
Xxxx Xxxxxx, Jr., Xxxxxxx Xxxxxx and Xxxx Xxxxx |
| · | Operating and Customer Contracts of LookSmart, Ltd. |
| · | Miscellaneous, Furnishing and Equipment: |
| ○ | Disk Array Encl-EMC HW Upgrade for BING |
| ○ | AMP Environment Development Host Box |
| ○ | Fileserver-Ad Srvg Capacity Expansion |
| ○ | SUN Storage J4400 array with 2 drives |
| ○ | Cisco Networking Equipment |
| ○ | EMC Storage CX4-120-FC & SATA
Storage |
| ○ | HP
Smartl3uy Server DL380G6
|
| ○ | HP SmartBuy Server DL380G6 |
| ○ | SUN XXXXX XXXXXXXXXX X0000 Server |
| ○ | 50 x 48 Port console server (AC) |
| ○ | XXX X0000, XXX C2004.SGI S3012, |
| ○ | Cisco C2148 Access Switch |
| ○ | 7200 Network processing engine |
| ○ | Zones Director Promain Chassis |
| ○ | Cisco QuickSet videoconferencing |
| ○ | Z Gallerie Furniture Redondo Beach |
| ○ | Phoenix Datacenter Equipment |
| ○ | Netapp Phoenix Datacenter |
| ○ | Cisco
equipment Datacenter I OGE Fabric Extender
|
| ○ | DP AirLookSmart Intellectual Property |
| ○ | 7,356,530 (Systems and methods of retrieving relevant information) |
| ○ | 7,725,464 (Collection and delivery of Internet Ads) |
| ○ | 8,086,601 (Systems and methods of retrieving relevant information) |
| ○ | CLICKABLE
(registered in US; held by LookSrnart Canada)
|
| ○ | LOOKSMART
(registered in US; held by LookSmart Canada)
|
| ○ | SYNCAPSE, SYNCAPSE & DESIGN
(registered in US) |
| · | Data
center land, building and improvements at 0000 X. 0xx Xxxxxx, Xxxxxxx, XX |
| · | All
furnishings, equipment and property located within 0000 X. 0xx Xxxxxx, Xxxxxxx,
XX, including: |
| ○ | EMC VNX5500 DPE; 25X2.5 DRIVE |
| ○ | EMC
VNX 25X2.5 1N6GB
SAS EXP DAE-EMC
|
| ○ | EMC VNX 15X3.5 IN 6GB SAS EXP |
| ○ | EMC VNX 200GB FLASH UPG DRIVE |
| ○ | EMC
VNX 3 00GB
15K SAS 25X2.5 DPE/DAE
|
| ○ | EMC VNX 600GB 10K SAS 25X2.5 DPE/DAE |
| ○ | EMC VNX 2TB 7.2K SAS UPG DRV |
