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 ”).
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
NOW, THEREFORE, in order to consummate said transactions and in consideration of the mutual
agreements set forth herein, the parties hereto agree as follows:
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 liabi