Exhibit 1.1 Underwriting Agreement April ____, 1999 BancBoston Robertson Stephens Inc. Bear, Stearns & Co. Inc. as Representatives of the several Underwriters c/o BancBoston Robertson Stephens Inc. 555 California Street, Suite 2600 San Francisco, CA...Underwriting Agreement • April 27th, 1999 • Lowestfare Com Inc • Services-business services, nec • New York
Exhibit 10.3 FIRST AMENDMENT TO SUBLEASE AGREEMENT This first amendment ("Amendment"), made as of this 2nd day of February, 1998, by and between Global Discount Travel Services, LLC, a Nevada limited liability company, located at 980 Kelly Johnson...Sublease Agreement • March 16th, 1999 • Lowestfare Com Inc
1 Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT AGREEMENT dated as of March 15, 1999, between Lowestfare.com, Inc., a Delaware corporation (the "Company"), and Vauxhall LLC, a Nevada limited liability company ("Vauxhall" and together with its permitted...Registration Rights Agreement • April 27th, 1999 • Lowestfare Com Inc • Services-business services, nec • New York
Exhibit 10.4 LICENSE AGREEMENT LICENSE AGREEMENT, dated as of February 1, 1997, between ICAHN ASSOCIATES CORP. ("Licensor"), having an address at 767 Fifth Avenue, New York, New York 10153, and GLOBAL TRAVEL MARKETING SERVICES INC. ("Licensee"),...License Agreement • March 16th, 1999 • Lowestfare Com Inc
1 Exhibit 2.1 TRANSFER AGREEMENT Transfer Agreement pursuant to Section 351 of the Internal Revenue Code of 1986, as amended (the "Code"), dated March 15, 1999, among Vauxhall LLC, a Nevada limited liability company ("Vauxhall"), Global Discount...Transfer Agreement • April 27th, 1999 • Lowestfare Com Inc • Services-business services, nec • New York
JOINDER AGREEMENT Joinder Agreement, dated August 14, 1995, between Karabu Corp., a Delaware corporation ("Karabu") and Global Discount Travel Services LLC, a Nevada limited liability company ("New Party"). WHEREAS, Karabu is a party to that certain...Joinder Agreement • March 16th, 1999 • Lowestfare Com Inc • New York
1 Exhibit 10.11 OPTION AGREEMENT Amended and Restated Option Agreement dated as of May 26, 1998, between Gail Golden Exhibit 10.11 ("Optionee") and Global Discount Travel Services LLC (the "Company"). WHEREAS, Optionee executed an option agreement...Option Agreement • April 27th, 1999 • Lowestfare Com Inc • Services-business services, nec
1 Exhibit 10.12 OPTION AGREEMENT Amended and Restated Option Agreement dated as of May 26, 1998, between Russell Glass Exhibit 10.12 ("Optionee") and Global Discount Travel Services LLC (the "Company"). WHEREAS, Optionee executed an option agreement...Option Agreement • April 27th, 1999 • Lowestfare Com Inc • Services-business services, nec
1 EXHIBIT 10.10 EMPLOYMENT AGREEMENT Amended and Restated Employment Agreement dated as of January 1, 1998, between Vincent Martinelli ("Employee") and Global Travel Marketing Services, Inc. (the "Company"). WHEREAS, Employee executed an employment...Employment Agreement • April 27th, 1999 • Lowestfare Com Inc • Services-business services, nec • New York
Exhibit 10.2 SUBLEASE AGREEMENT Agreement of Sublease ("Sublease"), dated as of the 1st day of April, 1996 by and between Lockheed Engineering & Sciences Company, a Texas corporation, having an office at 2625 Bay Area Boulevard, Houston, Texas 77058...Sublease Agreement • March 16th, 1999 • Lowestfare Com Inc • Nevada
1 Exhibit 10.6 EMPLOYMENT AGREEMENT Amended and Restated Employment Agreement dated as of January 20, 1999, between Denise Barton ("Employee") and Global Discount Travel Services LLC (the "Company"). WHEREAS, Employee executed an employment agreement...Employment Agreement • April 27th, 1999 • Lowestfare Com Inc • Services-business services, nec • New York
1 Exhibit 10.19 Interactive Advertising Agreement Lowestfare.com Frommers.com Global Discount Travel Services, LLC Macmillan Digital Publishing USA 980 Kelly Johnson Drive 201 West 103rd Street Las Vegas, NV 89119 Indianapolis, IN 46280 2Can Media,...Interactive Advertising Agreement • March 16th, 1999 • Lowestfare Com Inc • New York
Exhibit 10.16 E-COMMERCE AGREEMENT THIS AGREEMENT is made as of September 14, 1998 by and between The Mining Company, a division of General Internet Inc. (d/b/a The Mining Company), a New York corporation with offices at 220 East 42nd Street, 24th...E-Commerce Agreement • March 16th, 1999 • Lowestfare Com Inc • New York
Exhibit 10.13 SABRE SUBSCRIBER AGREEMENT - (UNITED STATES) This SABRE* Subscriber Agreement (the "Agreement") is entered into by and between SABRE Travel Information Network, a division of The SABRE Group, Inc. ("TSG") and the undersigned...Subscriber Agreement • March 16th, 1999 • Lowestfare Com Inc • Texas
Exhibit 10.18 WEBSITE ADVERTISING AND PROMOTION AGREEMENT --------------------- ----------------------------------------------------------- This Agreement dated as of September 25, 1998 ("Effective Date"), is entered into by and between LookSmart,...Website Advertising and Promotion Agreement • March 16th, 1999 • Lowestfare Com Inc
RECITALSTravel Services Alliance Agreement • March 16th, 1999 • Lowestfare Com Inc • New York
RECITALS:Booking Database License Agreement • April 27th, 1999 • Lowestfare Com Inc • Services-business services, nec • New York
3- 4 Site Front End System and granting any rights with respect thereto, except with respect to those portions of the source code of the Web Site Front End System which are specifically identified on Exhibit BC hereto, as such Exhibit shall be amended...Software Development and License Agreement • April 27th, 1999 • Lowestfare Com Inc • Services-business services, nec • New York
1 Exhibit 10.22 KARABU TICKET PROGRAM AGREEMENT This KARABU TICKET PROGRAM AGREEMENT (the "Agreement") is being entered into as of this 14 day of June, 1995 between TRANS WORLD AIRLINES, INC., a Delaware corporation ("TWA"), and Karabu Corp., a...Karabu Ticket Program Agreement • March 16th, 1999 • Lowestfare Com Inc • New York
