INDEMNIFICATION AGREEMENTIndemnification Agreement • May 4th, 2015 • LookSmart Group, Inc. • 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 • May 4th, 2015 • LookSmart Group, Inc. • 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 May 4, 2015)Merger Agreement • May 4th, 2015 • LookSmart Group, Inc.
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.
AGREEMENT AND PLAN OF MERGER BY AND AMONG PYXIS TANKERS INC., MARITIME TECHNOLOGIES CORP., LOOKSMART, LTD. and looksmart GROUP, INC. Dated as of April 23, 2015 AGREEMENT OF PLAN AND MERGERMerger Agreement • May 4th, 2015 • LookSmart Group, Inc. • New York
This AGREEMENT AND PLAN OF MERGER, dated as of April 23, 2015 (this “Agreement”), is entered into by and among Pyxis Tankers Inc., a Marshall Islands corporation (“Pyxis”), Maritime Technologies Corp., a Delaware corporation and a wholly owned subsidiary of Pyxis (“Merger Sub”), LookSmart, Ltd., a Delaware corporation (“LS”), and LookSmart Group, Inc., a Nevada corporation (“LSG”).
