CONTRIBUTION AGREEMENT


 


This
CONTRIBUTION AGREEMENT (this “Agreement”)
is entered into effective
as of July 4th,
2014 (the “Effective
Date”), by and
between Blue Fashion
Corp., a Nevada
corporation  (“Blue Fashion”)
and Gimwork Project
LP (“Contributor”).


 


RECITALS:


 


A.Contributor
desires to contribute
and  assign  all 
of  its  assets 
and  liabilities associated
with its search
technology software and
online platform (the
“Business”) to Blue
Fashion in return
for common stock,
par value $0.001
per share, of
Blue Fashion (the
“Common Stock”).


 


C.                                               
Blue  Fashion 
agrees  to  accept 
such  asset  contribution 
and  assume  such 
liabilities  of Contributor
pursuant to the
terms of this
Agreement.


 


NOW,
THEREFORE,
for good and
valuable consideration, the
receipt and sufficiency
of which the
parties hereby acknowledge,
the parties hereto
agree as follows:


 


1.                                                  
Contribution and
Issuance of Common
Stock.


 


(a)                                                                           
As of
the Effective Date,
Contributor does hereby
assign, transfer and
deliver to Blue
Fashion all of
Contributor’s right, title
and interest in
and to all
assets,  both  tangible 
and intangible, owned
by Contributor prior
the date hereof,
and all rights,
privileges, duties and
obligations of
Contributor associated with the Business
(the “Assigned Assets and Assumed Liabilities”), including, without
limitation:


 


(i)                               all
accounts, including, without
limitation, deposit accounts,
investment accounts, all
present and future
rights of Contributor
to payment for
services rendered, all
accounts receivable, notes
receivable, contract rights,
book debts, debentures,
drafts and other
obligations or indebtedness
owing to Contributor,
no matter how
they arise (including, without
limitation, any such obligation that might
be characterized as an account, contract right
or general intangible under the
UCC in effect in any jurisdiction);


 


(ii)                              all
inventory, including, without
limitation, all goods,
merchandise and other
personal property, now
owned by the
Contributor;


 


(iii)                             all
intellectual property, including,
without limitation, royalty rights,
copyrights, trademarks and
domain names;


 


(iv)                             all
real property owned
by Contributor;


 


(v)                     all
contract rights,
including without
limitation, all
contracts associated
with the
Business;


 


(vi)                              all furniture,
fixtures and equipment;


 


(vii)                            all
of Contributor’s unsatisfied
debts, claims, commitments,
suits, obligations, and
other liabilities, (whether
absolute, accrued, asserted
or unasserted, fixed,
contingent or otherwise)
arising out of
Contributor’s ownership of
the Assigned Assets
and from the
operation of Contributor’s
Business or other
activities of Contributor prior to the Effective Date including, without limitation,
contractual obligations (including lease obligations), local, state and federal taxes,
license fees, accrued and unpaid costs of overhead, employment related liabilities (including wages and liabilities related to
employee benefit), liabilities that may arise from adverse claims, disputes, proceedings,
investigations or inquiries (asserted, instituted or rendered, or otherwise existing or occurring, prior
to, on or at any
time after, the Effective
Date) arising out of Contributor’s
ownership of the Assigned Assets, from the operation of the
Contributor’s Business or other activities of Contributor prior to the
Effective Date, accounts payable and trade debts and commitments based on express or implied warranties, and any taxes, fees,
expenses, liabilities, debts or
obligations of Contributor relating
to this Agreement; and


 



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(viii)                          any costs
and expenses incurred
or to be
incurred in connection
with the transfer
and assumption of
the same.


 


(b)                                                                           
Blue Fashion
hereby accepts the
assignment and assumption
of the Assigned
Assets and Assumed
Liabilities and agrees
to assume and
perform all agreements,
covenants and obligations
required of Contributor
thereunder.


 


(d)In
consideration of the
Assigned Assets and
Assumed Liabilities, Blue
Fashion shall issue
to Contributor One
Hundred Thousand Shares
(100,000) shares of
fully paid and
non- assessable Common
Stock.


 


2.                                                  
Further Assurances. 
Each party
hereto agrees to
execute, acknowledge, deliver,
file, record and
publish such further
instruments and documents
and do all
such further action
things as may
be required by
law, or as
may be required
to carry out
the intent and
purpose of this
Agreement.


 


3.                                                     
Third Party
Consents. If
and to the
extent the assignment
of any contract
of Contributor requires
third party consent,
Contributor agrees to
use its best
efforts to pursue
and obtain such
consent as soon
as practicable following
the Effective Date.


 


4.                                                   
Successors and
Assigns. This
Agreement shall be
binding upon the
parties hereto and
their respective executors,
administrators, successors and
assigns, and shall
inure to the
benefit of the
parties hereto and,
except as otherwise
provided herein, their
respective executors, administrators,
successors and assigns.


 


5.                                                   
Venue; Governing
Law. Each
of the parties
hereto consents to
the jurisdiction of
any court in Clark County,
Nevada for any action arising out
of matters relating to this Agreement. This
Agreement shall be
interpreted, construed and
governed by and
in accordance with
the laws of
the State of
Nevada without regard
to the conflicts
of law principles
thereof.


 


6.                                                   
Notices. All
notices required or
permitted hereunder shall
be sent in
accordance with the
provisions and to
the addresses maintained
in the records
of each party.


 


7.                                                    
Waiver. No
failure or delay
by either party
in exercising  any 
right  hereunder  shall
operate as a
waiver thereof nor
shall any single
or partial exercise
thereof preclude any
other or further
exercise of any
other right hereunder.
Any agreement on
the part of
a party hereto
to any such
extension or waiver
shall be valid
only if set
forth in an
instrument in writing
signed on behalf
of such party.


 


8.                                                    
Entire Agreement.
This Agreement
(including any schedules
and exhibits hereto)
constitutes the entire
agreement, and supersedes
all other prior
agreements, understandings, representations
and warranties, both
written and oral,
among the parties
hereto with respect
to the subject
matter hereof.


 


9.                                                    
Severability. The
provisions of this
Agreement shall be
deemed severable and
the invalidity or
unenforceability of any
provision shall not
affect the validity
or enforceability of
the other provisions
hereof. If any
provision of this
Agreement, or the
application thereof to
any person or
any circumstance is
determined by a
court of competent
jurisdiction to be
invalid, illegal, void
or unenforceable the remaining provisions
hereof, shall, subject to the following sentence, remain in full force and effect and shall in no way be affected, impaired or
invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any
manner adverse to any party. Upon such determination
that any provision or the application thereof is invalid, illegal, void or unenforceable,
the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner so that the transactions contemplated
hereby are consummated as originally contemplated to the fullest extent permitted by applicable
law.


 


10.                                                   
Amendment.  This
Agreement may be
changed only by
an agreement in
writing signed by
the parties hereto.


 


11.                                                   
Counterparts. This
Agreement may be
executed in one
or more counterparts
and as so
executed shall constitute
a single instrument.





 


[SIGNATURES
TO FOLLOW]


 



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IN
WITNESS WHEREOF,
the parties hereto
have executed this
Agreement effective as
of the date
set forth in
the introductory paragraph
hereof.


 


	BLUE FASHION CORP.
	By: /s/ Authorized Signatory
	Name:
	Title: Chief Executive Officer
	 
	Gimwork  Project LP
	By: /s/ Rasmus Refer
	
    Name: Rasmus Refer
	Title: Owner
	 
	By: /s/ Michael Heiberg
	Name: Michael Heiberg
	Title: CEO and Owner


 








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