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”).
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.
