SPLIT-OFF AGREEMENTSplit-Off Agreement • September 25th, 2012 • Lifeapps Digital Media Inc. • Transportation services • New York
This SPLIT-OFF AGREEMENT, dated as of September 20, 2012 (this “Agreement”), is entered into by and among LifeApps Digital Media Inc. (formerly known as Prime Time Travel, Inc.), a Delaware corporation (“Seller”), Prime Time Split Corp., a Delaware corporation (“Split-Off Subsidiary”), LifeApps Inc., a Nevada corporation (“PrivateCo”) and Andrew Listerman (“Buyer”).
EMPLOYMENT SERVICES AGREEMENTEmployment Services Agreement • September 25th, 2012 • Lifeapps Digital Media Inc. • Transportation services • New York
This Employment Services Agreement (the “Agreement”) is entered into as of the 19th day of September, 2012, by and between LifeApps Digital Media Inc., a Delaware corporation, with a business address of 5752 Oberlin Drive, #106 San Diego, CA 92121 (the “Company”), and Robert R. Gayman, an individual residing at 12610 Futura Street, San Diego, CA 92130
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG LIFEAPPS DIGITAL MEDIA INC., a Delaware corporation LIFEAPPS ACQUISITION CORP., a Nevada corporation AND LIFEAPPS INC., a Nevada corporation September 20, 2012Agreement and Plan of Merger and Reorganization • September 25th, 2012 • Lifeapps Digital Media Inc. • Transportation services • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 20, 2012, by and among LifeApps Digital Media Inc. (f/k/a Prime Time Travel, Inc.), a Delaware corporation (the “Parent”), LifeApps Acquisition Corp., a Nevada corporation (the “Acquisition Subsidiary”) and LifeApps Inc., a Nevada corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
LOCK-UP AGREEMENTLock-Up Agreement • September 25th, 2012 • Lifeapps Digital Media Inc. • Transportation services • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made as of September 20, 2012, by and between the undersigned person or entity (the “Restricted Holder”) and LifeApps Digital Media Inc., a Delaware corporation formerly known as Prime Time Travel, Inc. (the “Company”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
GENERAL RELEASE AGREEMENTGeneral Release Agreement • September 25th, 2012 • Lifeapps Digital Media Inc. • Transportation services • New York
This GENERAL RELEASE AGREEMENT, dated as of September 20, 2012 (this “Agreement”), is entered into by and LifeApps Digital Media Inc. (formerly known as Prime Time Travel, Inc.), a Delaware corporation (“Seller”), Prime Time Split Corp., a Delaware corporation (“Split-Off Subsidiary”), LifeApps Inc., a Nevada corporation (“PrivateCo”) and Andrew Listerman (each, a “Buyer” and collectively, the “Buyers”). In consideration of the mutual benefits to be derived from this Agreement, the covenants and agreements set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the execution and delivery hereof, the parties hereto hereby agree as follows:
LifeApps® Digital Media - Mobile App AgreementLifeapps Digital Media Inc. • September 25th, 2012 • Transportation services
LifeApps® Digital Media is focused on producing high level content in digital publications and mobile applications for the Health, Fitness and Sports Enthusiast market.
LIFEAPPS DIGITAL MEDIA INC. c/o Gottbetter & Partners, LLP New York, NY 10022 SUBSCRIPTION AGREEMENTSubscription Agreement • September 25th, 2012 • Lifeapps Digital Media Inc. • Transportation services • New York
ESCROW AGREEMENTEscrow Agreement • September 25th, 2012 • Lifeapps Digital Media Inc. • Transportation services • New York
THIS ESCROW AGREEMENT (the “Agreement”) is entered into as of August 27, 2012, by and between LifeApps Digital Media Inc., formerly known as Prime Time Travel, Inc., a Delaware corporation (the “Company”), and Gottbetter & Partners, LLP, a New York limited liability partnership (the “Escrow Agent”).
