ASSET PURCHASE AGREEMENT


 


This Asset Purchase Agreement, hereinafter referred
to as "Agreement", is executed on February 1st, 2012 by Catalina Ventures Inc. having its principal
office of business at 1701 W. Northwest Highway, Grapevine, Texas 76051, hereinafter referred to as "Seller,"
and AppYea Inc., having its principal office of business at 777 Main Street, Suite 600, Fort Worth, TX 76102
hereinafter referred to as "Buyer."


 


WITNESSETH:


 


WHEREAS, Seller is the owner of the
Katsomoto and all related intellectual properties, all trademarks and all related mobile apps.


 


WHEREAS, Seller desires to sell the mobile apps to
Buyer, and Buyer desires to purchase the mobile apps from Seller.


 


NOW, THEREFORE, for and in consideration of the mutual
covenants and promises hereinafter contained, the Seller agrees to sell, and the Buyer agrees to buy the mobile apps upon the following
terms and conditions.


 


A. Subject Matter


 


1. Description
of Katsomoto's Mobile apps


 


The Mobile apps include the following properties:


 


The Inventory, which includes the all intellectual
properties related to the mobile apps are to be sold and purchased under this Agreement.


 


All the mobile apps include


 


(1) TinyScots iOS App 1.0 (Ready for Sale)
558704963, (September 2012),


(1) TinyKnights iOS App 1.0 (Ready for Sale) 561769043, (September 2012),


(1) Dart Wheel Free iOS App 1.0(Ready for Sale)
558302333 (September 2012),


(1) Gift Stacker iOS App 1.0 (Ready for Sale) 556478274 (September 2012),


(1) Tiny Jones iOS App 1.1 (Ready for Sale) 552122869
(October 2012),


(1) Pumpkin Ninja iOS App 1.0 (Ready for Sale) 560427885
(October 2012),


(1) Pumpkin Ninja Free iOS App 1.0 (Ready for
Sale) 560435135 (September 2012),


(1) Dart Wheel for iPad iOS App 1.1 (Ready for Sale) 562381114 (October 2012),


(1) DoodleFreak iOS App 1.0 (Ready for Sale)
566743033 (October 2012),


(1) Cowboy Climb iOS App 1.0 (Ready for Sale) 564372743
(October 2012),


(1) Snap! Card Game - Multiplayer and Single
player iOS App 1.0 (Ready for Sale) 566097534 (October 2012)


(1) TinyCrusaders iOS App 1.0 (Ready for Sale)
559919615 (September 2012),


(1) Vulture Hunt iOS App 1.0 (Waiting For Review) 571474395 (October 2012),


(1) Tiny
Jones Lite iOS App 1.1 (Ready for Sale) 561173804 (October 2012),


 




    	 



    	 



    

 


(1) SkyRaiders iOS App 1.0 (Ready for Sale)
563440598 (October 2012),


(1) www.Katsomoto.com (all rights),


(1) iOs Apple Developers Account (all rights,
logins, passwords),


(1) All associated outstanding receivables


 


2.Purchase Price and Method of Payment
Buyer shall pay and Seller shall accept the purchase price for Katsomoto Mobile apps as follows:


 


Consideration


As total consideration for the purchase and sale of the mobile
apps (as described above), the Buyer shall pay to the Seller the sum of $68,500.00, and such total consideration to be referred
to in this Agreement as the "Purchase Price."


 


Payment


The sum of $68,500.00 shall be delivered to Seller upon
Buyer's execution of this Agreement. Subject to the following conditions the Buyer shall make final payment for the property at
closing in the total amount of $68,500.00. Buyer agrees to pay (A) $28,500.00 in certified funds, plus (B)
$20,000.00 of class A common shares @ $0.50 per share totaling 40,000 shares in AppYea, Inc., plus provide a convertible
promissory note payable in the amount of $20,000.00 at closing.


 


Allocation


The Purchase Price shall be allocated for tax purposes as follows:


 


	Asset Purchased	 	Fair Market Value	 
	All Property Conveyed	 	$	68,500.00	 





 


Fair Market Value


Buyer and Seller each acknowledge that the amount
of Purchase Price allocated to the Assets represents the fair market value of the properties.


 


3.Closing


 


Time and Place of Closing


Closing is the date and time at which parties agree to finalize
this transaction. The closing date is designated as the week of February 1st, 2013, provided there are no unforeseen
delays. Time is of the essence, and in no event shall closing be later than 7 calendar days after designated closing date, unless
an extension is agreed upon in writing between the Buyer and the Seller.


 


At Closing Seller shall deliver to the Buyer a final, executed
Bill of Sale transferring to Buyer all of the assets of the Asset sold hereunder, free and clear of any and all liens, encumbrances,
security interests, debts or taxes of any nature whatsoever. The Seller shall also produce an Affidavit of Title shall be provided
indicating the Sellers authority to sell and transfer the Asset and all related intellectual properties, all trademarks and all
related source codes. Finally, the Seller shall execute and deliver an Assignment of the assumed name of the Asset to the Buyer
and any other documents necessary to finalize this Agreement.


 




    	 



    	 



    

 


B. Representations and Warranties of
Seller


 


Authority relative to this Agreement. Except
as otherwise stated herein, the Seller has full power and authority to execute this Agreement and carry out the transactions contemplated
by it. No further action is necessary by the Seller to make this Agreement valid and binding upon Seller and enforceable against
it in accordance with the terms hereof, or to carry out the actions contemplated hereby. The execution, delivery, and performance
of this Agreement by the Seller will not constitute:


 


(i)a breach or a violation
of the Corporation's Certificate of Incorporation, by-laws, or of any law, agreement, indenture, deed of trust, mortgage, loan
agreement or other instrument to which it is a party, or by which it is bound;


 


(ii)a violation of any
order, judgment or decree to which it is a party or by which its assets or properties is bound or affected; or


 


(iii)result in the creation
of any lien, charge or encumbrance upon its assets or properties except as stated herein.


 


Properties. The Seller has good and merchantable
title to all of its properties and assets that constitute as defined herein. At Closing, such mobile apps will be subject to no
mortgage, pledge, lien, conditional sales agreement, security agreement, encumbrance or charge, secured or unsecured, except for
those taxes which shall be pro-rated as of the date of Closing. Seller has or will pay all debts incurred by it up to the date
of occupancy by Buyer including all employee compensation and utilities.


 


Compliance with Applicable
Laws. None of the Seller's actions in transferring good and merchantable title to those assets and properties set out in herein
are prohibited by or have violated or will violate any law in effect on the date of this Agreement or on the date of closing.


 


Documents for Review. The Seller's Documents
for Review enumerated in Exhibit "A" attached hereto and made a part hereof are true, authentic, and correct copies of
the originals, or as appropriate the originals themselves, and no alterations and modifications thereof have been made.


 


C. Representations and Warranties by
both Buyer and Seller


 


Warrants


Buyer and Seller hereby represent and warrant
that there has been no act or omission by Buyer or Seller which would give rise to any valid claim against any of the parties hereto
for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.


 




    	 



    	 



    

 


Payment of Costs and Expenses


Except as expressly provided to the contrary in this
Agreement, each party shall pay all of its own costs and expenses incurred with respect to the negotiation, execution and delivery
of this Agreement and the exhibits hereto.


 


Indemnification


Buyer shall indemnify and hold Seller harmless from
any and all liabilities and obligations arising from Buyer's operation of the Asset after the Closing. Similarly, Seller shall
indemnify and hold Buyer harmless from any and all liabilities and obligations arising from Seller's operation of the Asset prior
to the Closing.


 


Default


After execution of this Agreement by the parties, if either
party fails to perform its respective obligations, or breaches a warranty or covenant, that would constitute a default. The defaulting
party shall cure the default with in 7 days of notice by the other party. In the event of a failure to cure such default by either
party within the stipulated time, Seller or Buyer shall have the right to cancel this transaction and/or sue for damages in addition
to any other relief provided under this Agreement. In a suit for default, the prevailing party shall recover reasonable attorney
fees.


 


Survival of Representations and Warranties


Each of the parties to this Agreement covenants and
agrees that their respective representations, warranties, covenants, statements, and agreements contained in this Agreement shall
survive the Closing Date. Except the exhibits hereto or the documents and papers delivered by Seller to Buyer in connection with
the Agreement herewith, there are no other agreements, representations, warranties, or covenants by or among the parties hereto
with respect to the subject matter hereof.


 


Cooperation


Both Seller and Buyer agrees to cooperate fully with
each other and to execute such further instruments, documents and agreements and to give such further written assurances, as may
be reasonably requested by the parties, to better evidence and consummate the transactions described herein and contemplated hereby,
and to carry into effect the intents and purposes of this Agreement.


 


Confidentiality


Both Seller and Buyer shall not divulge, communicate, or use
to the detriment of the other or for the benefit of any other person or persons, or misuse in any way, any of Seller's confidential
information discovered by or disclosed to Seller or Buyer as a result of the delivery, execution or performance of this Agreement.


 


D. Transactions prior to Closing


 


Conduct of Seller's Asset until Closing. Except as
Buyer may otherwise consent in writing prior to the Closing Date, Seller will not enter into any transaction, take any
action, or fail to take any action which would result in or could reasonably be expected to result in or cause any of the
representations and warranties of Seller contained in this Agreement to be void, invalid, or false on the Closing Date.


 






    	 



    	 



    

 


Satisfactions. Seller shall deliver to Buyer
on the Closing Date a satisfaction of any encumbrance or lien on the Asset property, satisfactory in form and substance to the
Buyer, indicating that the then outstanding unpaid principal balance of any promissory note secured thereby has been paid in full
prior to or simultaneously with the closing.


 


Advice of Changes. Between the date hereof
and the Closing Date, Seller will promptly advise Buyer in writing of any fact which, if existing or known at the date hereof,
would have been required to be set forth herein or disclosed pursuant to this Agreement.


 


Documents. Seller shall deliver to Buyer at
closing such documents which are in Buyer's sole discretion and necessary to fully satisfy the objectives of this Agreement in
content and form.


 


E. General Provisions


 


Waivers


No action taken pursuant to this Agreement including
any investigation by or on behalf of any party shall be deemed to constitute a waiver by the party taking such action of compliance
with any representation, warranty, covenant or agreement contained herein or therein and in any documents delivered in connection
herewith or therewith. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach.


 


Notices


All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered
or mailed, first class mail, postage prepaid to Seller, Buyer, or to such other address as such party shall have specified by notice
in writing to the other party.


 


Sections and Other Headings


The section and other headings contained in this Agreement
are for reference purposes only and shall not affect the meaning or interpretations of this Agreement.


 


Governing Law


This agreement and all transactions contemplated hereby shall
be governed by and construed and enforced in accordance with the laws of Nevada. Any dispute arising under this contract shall
be resolved under the commercial arbitration rules of the American Arbitration Association. In the event that arbitration or litigation
results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's
reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any
other relief to which the prevailing party may be entitled.


 




    	 



    	 



    

 


Conditions Precedent


If the obligations and responsibility of either party
are not fulfilled by the appropriate dates thereof, then this Agreement shall be deemed null and void and any deposits paid at
said time shall be returned to the Buyer forthwith.


 


Time is of the Essence


Time and timely performance are of the essence in
this contract and of the covenants and provisions hereunder.


 


Successors and Assigns


This Agreement may not be assigned without the prior
written consent of the parties hereto. Rights and obligations created by this contract shall be binding upon and inure to the benefit
of the parties hereto, their successors and assigns. Whenever used, the singular number shall include the plural, the plural the
singular, and the use of any gender shall include all genders.


 


Contractual Procedures


Unless specifically disallowed by law, service of
process in any litigation that arise hereunder may be obtained through certified mail, return receipt requested; the parties hereto
waiving any and all rights they may have to object to the method by which service was perfected.


 


Extraordinary Remedies


To the extent cognizable at law, in the event of breach the
parties hereto may obtain injunctive relief in addition to any and all other remedies available thereto regardless of whether the
injured party can demonstrate that no adequate remedy exists at law.


 


Entire Agreement


This Contract contains the entire agreement of the
parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter
of this Contract. This Contract supersedes any prior written or oral agreements between the parties.


 


Severability


If any provision of this Contract will be held to be invalid
or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any
provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable,
then such provision will be deemed to be written, construed, and enforced as so limited.


 


Amendments


This Contract may be modified or amended in writing,
if the writing is signed by the party obligated under the amendment.


 


Initials and Exhibits


This Contract shall not be valid
and enforceable unless it is properly executed by Buyer and Seller and their initials affixed to each page of the exhibits attached
hereto and made a part hereof.


 




    	 



    	 



    

  


IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto
all on the date and year first above written.


 


	SELLER:	 	 
		 	02/01/2013
	Catalina Ventures Inc	 	Date




 


BUYER:


 


		 	02/01/2013
	AppYea Inc.

Mr. J.D. Williams	 	Date




 


 




    	 



    	 



    

 


Exhibit "A"


Documents for Review


 


Source Codes for developed apps delivered


 


		 	02/01/2013
	Catalina Ventures Inc.	 	Date




 


		 	02/01/2013
	AppYea Inc.	 	 
	J.D. Williams	 	Date




 




    	 



    	 



    

 


Exhibit "B"


DISBURSEMENT
REQUEST


 


APPYEA Inc.and Catalina Ventures
Inc. hereby request disbursement of funds in the amount and manner described below.


 


	Please disburse to:	Catalina Ventures Inc
	Amount to disburse:	$8,500
	Form of distribution:	Certified Funds
	Payee:	Catalina Ventures Inc.




 


	Please disburse to:	 
	Amount to disburse:	$8,500
	Form of distribution	Certified Funds
	Name	Catalina Ventures Inc.
	Address	1701 W. Northwest Hwy, Grapevine TX 76054
	Promissory Note Amount:	$20,000.00
	Term of Note:	12 Months
	Interest:	12%


  


	 	 	 	Total: $28,500.00
	APPYEA INC.	 	 	 
		 	 	 
	By:   	 	 	Dated: 02/01/2013 	 
	 	Name: JD Williams	 	 	 
	 	Title: President/Director	 	 	 
	 	 	 	 
	Catalina Ventures Inc.	 	 	 
		 	 	 
	By: 	 	 	Dated: 02/01/2013 	 
	 	Name: Scott ONeal	 	 	 
	 	Title: CIO