CONTRIBUTION AGREEMENT
This
CONTRIBUTION AGREEMENT (this “Agreement”) is
entered into as of August 9, 2010 by and between uKarma
Corporation, a Nevada corporation (“uKarma”), and Awesome
Living, Inc., a Nevada corporation (“Awesome
Living”).
RECITALS
WHEREAS,
uKarma is in the business of developing and marketing proprietary branded
personal health and wellness products, including fitness DVDs and mind, body,
and spirit goods and services, for fitness consumers (the “Business”);
WHEREAS,
the parties desire that uKarma contribute and transfer to Awesome Living all of
the assets and liabilities of the Business, other than certain Excluded
Liabilities (as defined below);
WHEREAS,
in consideration therefor, Awesome Living desires to issue to uKarma 10,558,896
shares of common stock of Awesome Living; and
WHEREAS,
the parties acknowledge that each of the actions described in recitals above and
in this Agreement are part of a whole transaction, and that none of such actions
would be taken independently of each other.
NOW,
THEREFORE, in order to consummate said transactions and in consideration of the
mutual agreements set forth herein, the parties hereto agree as
follows:
AGREEMENT
SECTION 1. TRANSFER
OF ASSETS AND LIABILITIES.
1.1 Transfer
of Assets. Subject to the provisions of this Agreement, at the
Closing (as defined in Section 1.4 hereof), uKarma agrees to assign, transfer,
convey and deliver to Awesome Living all of the assets and properties of the
Business of every kind and description, tangible and intangible, real, personal
or mixed, and wherever located, including without limitation, all of the
goodwill of the Business, free and clear of all liens, restrictions and
encumbrances (the “Transferred
Assets”).
1.2 Assumption
of Liabilities.
(a) Assumed
Liabilities. At the Closing, Awesome Living agrees to assume,
pay, defend, discharge and perform as and when due and performable all of the
liabilities and obligations of the Business (the “Assumed Liabilities”)
other than the Excluded Liabilities (as defined below).
(b) Excluded
Liabilities. Notwithstanding anything to the contrary
contained herein, the Assumed Liabilities shall not include, and Awesome Living
shall have no obligation to assume or pay, xxxxx filing fees, registrar and
transfer agent fees, auditor fees, and other fees, liabilities and obligations
associated with being a publicly reporting company (all such liabilities and
obligations not being assumed being herein referred to as the “Excluded
Liabilities”). All Excluded Liabilities shall be retained by
and remain liabilities and obligations of uKarma.
1.3 Issuance
of Shares of Awesome Living. In consideration of the transfer
by uKarma to Awesome Living of the Transferred Assets, (i) Awesome Living shall
assume all of the Assumed Liabilities as set forth in Section 1.2 and (ii)
Awesome Living shall issue to uKarma 10,558,896 shares
of common stock of Awesome Living (the “Shares”), which
Shares, when issued, shall constitute 100% of the total outstanding capital
stock of Awesome Living as of the Closing.
1.4 Time and
Place of Closing. The
closing of the transactions contemplated by this Agreement (herein called the
“Closing”)
shall be held at the offices of Xxxxxxxxxx & Xxxxx LLP at 00000 Xxxxxxxx
Xxxx., Xxxxx 000, Xxx Xxxxxxx, XX 00000 upon the date of execution of this
Agreement or such other place or later date or time as may be fixed by mutual
agreement of the parties.
1.5 Transfer
of Transferred Assets. At the Closing, uKarma shall deliver or
cause to be delivered to Awesome Living good and sufficient instruments of
transfer transferring to Awesome Living title to all the Transferred
Assets. Such instruments of transfer (a) shall be in the form
and will contain the warranties, covenants and other provisions (not
inconsistent with the provisions hereof) which are usual and customary for
transferring the type of property involved under the laws of the jurisdictions
applicable to such transfers, (b) shall be in form and substance
satisfactory to Awesome Living and its counsel, and (c) shall effectively
vest in Awesome Living good and marketable title to all the Transferred Assets
free and clear of all liens, restrictions and encumbrances.
1.6 Delivery
of Stock Certificates. At the Closing or promptly thereafter,
Awesome Living shall deliver to uKarma certificates for the Shares.
1.7 Delivery
of Records and Contracts. At the Closing, uKarma shall deliver
or cause to be delivered to Awesome Living all of uKarma’s leases, contracts,
commitments, agreements (including without limitation non-competition
agreements) and rights, with such assignments thereof and consents to
assignments as are necessary to assure Awesome Living of the full benefit of the
same. uKarma shall also deliver to Awesome Living at the Closing all
of uKarma’s business records, tax returns, books and other data relating to its
assets, business and operations (other than such records and data that are part
of the Excluded Liabilities), and uKarma shall take all requisite steps to put
Awesome Living in actual possession and operating control of the assets and
business of uKarma. After the Closing, Awesome Living shall afford to
uKarma and its accountants and attorneys, for the purpose of preparing such tax
returns of uKarma as may be required after the Closing, reasonable access to the
books and records of uKarma delivered to Awesome Living under this Section and
shall permit uKarma to make extracts and copies therefrom.
1.8 Further
Assurances. uKarma and Awesome Living, from time to time after
the Closing, at the request of Awesome Living and without further consideration
shall execute and deliver further instruments of transfer and assignment and
take such other action as Awesome Living may reasonably require to more
effectively transfer and assign to, and vest in, Awesome Living each of the
Transferred Assets. Nothing herein shall be deemed a waiver by
Awesome Living of its right to receive at the Closing an effective assignment of
each of the leases, contracts, commitments or rights of uKarma as otherwise set
forth in this Agreement.
1.9 Sales and
Transfer Taxes. All sales and transfer taxes, fees and duties
under applicable law incurred in connection with this Agreement or the
transactions contemplated hereby, if any, will be borne and paid by uKarma, and
uKarma shall promptly reimburse Awesome Living for the payment of any such tax,
fee or duty which it is required to make under applicable law.
SECTION 2. MISCELLANEOUS.
2.1 Termination. At
any time prior to the Closing, this Agreement may be terminated only upon the
mutual written consent of the parties. All obligations of the parties
hereunder shall cease upon any termination pursuant to Section 2.1.
2.2 Best
Efforts. Each
of the parties hereto shall use their best efforts to perform and fulfill all
conditions and obligations on their parts to be performed and fulfilled under
this Agreement, to the end that the transactions contemplated by this Agreement
shall be fully carried out.
2.3 Bulk
Sales Law. The parties waive
compliance by uKarma with the provisions of any applicable bulk sales,
fraudulent conveyance or other law for the protection of creditors in connection
with the transfer of the Transferred Assets under this Agreement.
2.4 Fees and
Expenses. uKarma will pay all costs incurred, whether at or
subsequent to the Closing, in connection with the transfer of the Transferred
Assets to Awesome Living as contemplated by this Agreement, including without
limitation, all sales, use, excise, real property and other transfer taxes and
charges applicable to such transfer; all recording charges and fees applicable
to the recordation of deeds and mortgages and other instruments of transfer; and
all costs of obtaining or transferring permits, registrations, applications and
other tangible and intangible properties.
2.5 Governing
Law. This
Agreement shall be construed under and governed by the internal laws of the
State of California without regard to its conflict of laws
provisions.
2.6 Notices. Any notice, request,
demand or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been given if delivered or sent by facsimile
transmission, upon receipt, or if sent by registered or certified mail, upon the
sooner of the date on which receipt is acknowledged or the expiration of three
days after deposit in post office facilities properly addressed with postage
prepaid. All notices to a party will be sent to the addresses set
forth below or to such other address or person as such party may designate by
notice to each other party hereunder:
To Awesome
Living:
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To:
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c/o
Awesome Living, Inc.
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000 Xxxxx
Xxxxx Xxxxx, 0xx
Xxxxx,
Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxx
Xxxxxx
Fax: (___) ___-____
With a
copy
to: Xxxxxxxxxx
& Xxxxx LLP
00000
Xxxxxxxx Xxxx., Xxxxx 000
Xxx
Xxxxxxx, XX 00000
Attn: Xxxx
Xxxx, Esq.
Fax:
(000) 000-0000
xxxxx@xxxxxxxxxxxxxxx.xxx
To
uKarma:
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To:
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c/o
uKarma Corporation
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000 Xxxxx
Xxxxx Xxxxx, 0xx
Xxxxx,
Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxx
Xxxxxx
Fax: (000) 000-0000
Any
notice given hereunder may be given on behalf of any party by his counsel or
other authorized representatives.
2.7 Entire
Agreement. This Agreement reflects
the entire agreement of the parties with respect to its subject matter, and
supersedes all previous written or oral negotiations, commitments and
writings. No promises, representations, understandings, warranties
and agreements have been made by any of the parties hereto; and all inducements
to the making of this Agreement relied upon by either party hereto have been
expressed herein.
2.8 Assignability;
Binding Effect. This Agreement may not
be assigned by any party hereto without the prior written consent of the other
parties; provided, however, that either party may, without the consent of the
other parties hereto, assign this Agreement to a corporation or partnership
controlling, controlled by or under common control with such party upon written
notice to the other party. This Agreement shall be binding upon and
enforceable by, and shall inure to the benefit of, the parties hereto and their
respective successors and permitted assigns.
2.9 Captions
and Gender. The captions in this
Agreement are for convenience only and shall not affect the construction or
interpretation of any term or provision hereof. The use in this
Agreement of the masculine pronoun in reference to a party hereto shall be
deemed to include the feminine or neuter, as the context may
require.
2.10 Execution
in Counterparts. For the convenience of
the parties and to facilitate execution, this Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same document.
2.11 Amendments. This Agreement may not
be amended or modified, nor may compliance with any condition or covenant set
forth herein be waived, except by a writing duly and validly executed by each
party hereto, or in the case of a waiver, the party waiving
compliance.
2.12 Consent
to Jurisdiction. Solely for the purpose
of allowing a party to enforce its indemnification and other rights hereunder,
each of the parties hereby consents to personal jurisdiction, service of process
and venue in the federal or state courts of California, or in the court in which
any claim for which indemnification may be sought hereunder is brought against
an indemnified party.
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blank]
IN
WITNESS WHEREOF the parties hereto have caused this Agreement to be executed as
of the date set forth above by their duly authorized
representatives.
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uKarma
Corporation
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By:
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/s/ Xxxx Xxxxxx
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Xxxx
Xxxxxx, Chief Executive Officer
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Awesome
Living, Inc.
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By:
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/s/ Xxxx Xxxxxx
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Xxxx
Xxxxxx, Chief Executive
Officer
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