EX-2.2 2 s101920_ex2-2.htm EXHIBIT 2.2

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/ Michael Onghai

 

Name: Michael Onghai

Title: CEO

 

 

 

LOOKSMART GROUP, INC.

 

 

By: /s/ Michael Onghai

 

Name: Michael Onghai

Title: CEO

 

 
 

 

SCHEDULE 1.1

 

Dell Lease Contract # 001-8962887-001, will be transferred upon review of equipment and approval of assignment by Dell, or its representative(s).

 

 

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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 “Jay” Chan, Thorsten Weigel, Paul Pelosi, Jr., Michael Onghai and John Evans
·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
Networking Kits

36U Cabinet, AC-I 1OV 

QA Build Box
Catalyst 4948 Switch
SUN Storage J4400 array with 2 drives
Cisco Networking Equipment
EMC Storage CX4-120-FC & SATA Storage
Net App Server

HP Smartl3uy Server DL380G6 

APC Smart UPS
NetApp Server
HP SmartBuy Server DL380G6
Avaya Phone System
Avaya Phone System
SUN Storage J4400 Array
SUN FIRE X4275 Server
SUN SPARC ENTERPRISE M4000 Server
50 x 48 Port console server (AC)
SGI C1002, SGI C2004.SGI S3012,

SGI 0001, S3012, C2004

SGICIOO1 

Cisco C2148 Access Switch
Servertech Power Strips
7200 Network processing engine
24 LENOVO 1410 Laptops
F5 FIELD UPGRADE
FND-PTO Foundation
Zones Director Promain Chassis

 

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Rackable
Foundation PTO
EMC CX4 -120
AMS 2500
F5 BIG-IP SWITCH

Cisco ASRI002 

Lenovo Laptop
Apple MBP 15 IN

4LVSTSTPT420 

LV TS TP 420
EMULEX X4 EXP
2 Lenovo TS TP

LVO TS TP 1420 

LG 55 IN LCD
2 Apple MBP
2 LVO TS T420
Dell Latitude

LV IS TP 420 

2 Samsung TV’s

3 LVO IS T420 

3 Apple MBP
Cisco QuickSet videoconferencing
FND PTO

Apple MBP 15 IN

5 LVO IS 420

3 LVTSTPT42O 

2 LVO TS 420
5 Apple MBP
Riverbed Wihtewater
Sun Hitachi
Lenovo Laptops
LVO TS TP T420
3 Apple MBP
2 LCD TV’s
Western Digital HDS
HP BLC Cisco
CISCO equipment
Apple Equipment
IVCi
Bear data
Macbook Pro
CDW
Barracuda Spam Firewall
APC Smart Rack
Z Gallerie Furniture Redondo Beach
Ashley Furniture
Canada PC Transfer
Hashfast Bitcoin Miners
Canada TE Transfer

 

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BIG IP Switch
Proactive Capacitor
APC Racks
Madison Seating
Phoenix Datacenter Equipment
VMWare
DP Aircorp
KNC Group Server
Netapp Phoenix Datacenter
Valley Systems
KnC Miner
Camera mounts

Cisco equipment Datacenter I OGE Fabric Extender 

Tableu PRTG Corp

Cisco lOGBase CDW 

Audio Integrators
DP AirLookSmart Intellectual Property
·Internet Domains:
Clickable.com

Looksmart.corn 

Novatech.io
·Patents:
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)
·Trademarks:

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 3830 N. 7th Street, Phoenix, AZ
·All furnishings, equipment and property located within 3830 N. 7th Street, Phoenix, AZ, 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

 

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