CONTRIBUTION
 AGREEMENT


 


This
CONTRIBUTION AGREEMENT (this
“Agreement”) is entered
into effective as
of September 12th,
2014 (the “Effective
Date”), by and
between Vopia, Inc.,
a Nevada corporation
(“Vopia”) and Gimwork
Project LP (“Contributor”).


 


R
E C I
T A L
S:


 


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 Vopia
in return for
common stock valued
at $0.10 per
share of Vopia
(the “Common Stock”).


 


C.                   
Vopia 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 Vopia
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


 



    	 



    	 



    

 





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


 


(b)                       
Vopia 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, Vopia
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.


 


 


Vopia,
Inc.


 


 


By:/s/
Jose De La Cruz


Name:
Jose De lA Cruz  


Title:
Chief Executive Officer


 


 


Gimwork
Project LP


 


By:/s/
Ramus Refer


Name:Rasmus
Refer


Title:Owner


 








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