Unassociated Document

Compensation Committee Charter

Purpose

The purpose and authority of the Compensation Committee (the “Committee”) of GetFugu, Inc. (the “Company”) shall be as follows:

To determine, or recommend to the Board of Directors for determination, the compensation for the Chief Executive Officer (the “CEO”) of the Company.

To determine, or recommend to the Board of Directors for determination, the compensation for all officers of the Company other than the CEO.

To the extent specifically and reasonably delegated to the Committee by the Board of Directors, to review and report to the Board of Directors relating to the Company's compensation programs and compensation of the Company's executives.

To produce or cause to be produced an annual report on executive compensation for inclusion in the Company’s annual proxy statement in accordance with applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), any stock exchange, quotation system or market on which the Company's securities are listed (the "Exchange") and other regulatory bodies.

The Board of Directors shall determine whether the Committee shall make determinations as a Committee or shall make recommendations to the Board of Directors.

Composition

The Committee shall consist of two or more members of the Board of Directors, each of whom is determined by the Board of Directors to be “independent” under the Sarbanes-Oxley Act and the rules of the Exchange.

To the extent the Committee consists of at least three members, one director who is not independent under the rules of the American Stock Exchange may be appointed to the Committee, subject to the following:

the director is not a current officer or employee, or an immediate family member of a current officer or employee, of the Company;

the Board of Directors, under exceptional and limited circumstances, determines that such individual’s membership on the Committee is required by the best interests of the Company and its stockholders;

the Company discloses in the proxy statement for the next annual meeting of stockholders subsequent to such determination (or in its Form 10-K if the Company does not file a proxy statement), the nature of the relationship and the reason for that determination; and

such person does not serve under this exception on the Committee for more than two years.

Appointment and Removal

The members of the Committee shall be appointed by the Board of Directors. A member shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.

Chairman

Unless a Chairman is elected by the full Board of Directors, the members of the Committee shall designate a Chairman by majority vote of the full Committee membership. The Chairman will chair all regular sessions of the Committee and set the agendas for Committee meetings.

Delegation to Subcommittees

The Board of Directors may allocate the responsibilities of the Committee to other committees of its own designation provided that any such committee consists solely of independent directors and has a published committee charter. In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee.

Meetings

The Committee shall meet as frequently as circumstances dictate. The Chairman of the Committee or a majority of the members of the Committee may call meetings of the Committee. Any one or more of the members of the Committee may participate in a meeting of the Committee by means of conference call or similar communication device by means of which all persons participating in the meeting can hear each other.

All non-management directors who are not members of the Committee may attend meetings of the Committee, but may not vote. In addition, the Committee may invite to its meetings any director, member of management of the Company, and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate.

As part of its review and establishment of the performance criteria and compensation of designated key executives, the Committee should meet separately at least on an annual basis with the CEO and any other corporate officers as it deems appropriate. However, the Committee should also meet from time to time without such officers present, and in all cases, such officers shall not be present at meetings at which their performance and compensation are being discussed and determined.

Duties and Responsibilities

The basic responsibility of the members of the Committee is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. In discharging that obligation, members should be entitled to rely on the honesty and integrity of the Company’s senior executives and its outside auditors, attorneys and advisors, to the fullest extent permitted by applicable law. Pursuant to Article 5 of the Bylaws of the Company, the Committee shall have and may exercise all the powers and authority of the Board of Directors in all matters required, necessary or reasonable in the performance of the Committee purpose, responsibility and functions described in this Charter.

The Committee shall carry out the duties and responsibilities set forth below. These functions should serve as a guide with the understanding that the Committee may determine to carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal, or other conditions. The Committee shall also carry out any other responsibilities and duties as are reasonably delegated to it, pursuant to applicable law, by the Board of Directors from time to time related to the purposes of the Committee outlined in this Charter.

In discharging its oversight role, the Committee is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the sole authority, without seeking Board of Directors approval, to retain outside counsel or other advisors, experts and staff for this purpose, including the authority to approve the fees payable to such counsel or advisors, experts and staff and any other terms of retention, at the sole cost and expense of the Company and without any further approval or authorization. In addition to individual compensation to members for serving on the Committee as reasonably determined by the Board of Directors, the Company shall provide appropriate funding, as determined by the Committee, for payment of (i) compensation to any counsel, experts or other advisers employed by the Committee, (ii) obtaining any insurance coverage deemed reasonable or necessary by the Committee, and (iii) funding ordinary administrative expenses of the Committee that it deems reasonable or necessary in carrying out its duties, subject only to any limitations imposed by applicable laws, rules and regulations.

Setting Compensation for Officers and Directors

Establish and review the overall compensation philosophy of the Company.

Review and approve the Company's corporate goals and objectives relevant to the compensation for the CEO and other officers, including annual performance objectives.

Evaluate the performance of the CEO and other officers in light of those goals and objectives and, based on such evaluation, approve, or recommend to the full Board of Directors the approval of, the annual salary, bonus, stock options, and other benefits, direct and indirect, of the CEO and other executive officers.

In approving or recommending the long-term incentive component of compensation for the CEO and other executive officers, the Committee should consider the Company's performance and relative stockholder return, the value of similar incentive awards to CEOs and other executive officers at comparable companies or companies of similar size or generally engaged in the telecommunications services business, and the awards given to the CEO and other executive officers in past years. The Committee is not precluded from approving awards (with the ratification of the Board of Directors) as may be required to comply with applicable tax laws, such as Section 162(m) of the Internal Revenue Code.

In connection with executive compensation programs, the Committee may in its discretion do or cause to be done by its advisors, experts, staff or outside counsel the following:

(a)

Review and recommend to the full Board of Directors, or approve, new executive compensation programs;

(b)

Review on a periodic basis the operations of the Company’s executive compensation programs to determine whether they are properly coordinated and achieving their intended purposes;

(c)

Establish and periodically review policies for the administration of executive compensation programs; and

(d)

Take steps to modify any executive compensation program that yields payments and benefits that are not reasonably related to executive and corporate performance.

Review existing and periodically review policies in the area of senior management perquisites.

Consider policies and procedures pertaining to expense accounts of senior executives.

Review and recommend to the full Board of Directors directors’ and officers’ indemnification and insurance matters.

To the extent not delegated to the Audit Committee by the Board of Directors, review and approve all related party transactions (as specified in Item 404 of Regulation S-K) and review and make recommendations to the full Board of Directors, or approve, any contracts or other transactions with current or former executive officers of the Company, including consulting arrangements, employment agreements, change-in-control agreements, severance agreements, termination arrangements, and loans to employees made or guaranteed by the Company.

Monitoring Incentive and Equity-Based Compensation Plans

10.

Review and make recommendations to the Board of Directors with respect to, or approve, the Company’s incentive-compensation plans and equity-based plans, and review the activities of the individuals responsible for administering those plans.

11.

Review and make recommendations to the full Board of Directors, or approve, all awards of shares or share options pursuant to the Company’s equity-based plans.

12.

Monitor compliance by executives with the rules and guidelines of the Company’s equity-based plans.

13.

Have the sole authority to select, retain, and/or replace, as needed, any compensation or other outside consultants to be used to assist in the evaluation of director, CEO, or senior executive compensation. In the event such a compensation consultant is retained, the Committee shall have the sole authority to approve such consultants’ fees and other retention terms.

Reports

14.

Prepare an annual report on executive compensation for inclusion in the Company’s proxy statement in accordance with applicable rules and regulations of the Exchange, the SEC, and other applicable regulatory bodies.

15.

Report regularly to the Board of Directors with respect to matters that are relevant to the Committee’s discharge of its responsibilities and with respect to such recommendations as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chairman or any other member of the Committee designated by the Committee to make such report.

16.

Maintain minutes or other records of meetings and activities of the Committee.

Indemnification

The Company shall, to the maximum extent and in the manner permitted by Section 145 of the Delaware General Corporation Law, indemnify each member of the Committee against expenses judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was a member of the Committee and/or the Board of Directors.

EX-3.3 4 v165106_ex3-3.htm Unassociated Document

Nominating and Governance Committee Charter

Purpose

The purpose of the Nominating and Governance Committee (the “Committee”) of GetFugu, Inc. (the “Company”) shall be as follows:

To select, or recommend for the Board of Directors’ selection, the individuals to stand for election as directors at the annual meeting of stockholders or, if applicable, a special meeting of stockholders.

To oversee the selection and composition of committees of the Board of Directors and, as applicable, oversee management continuity planning processes.

The Board of Directors shall determine whether the Committee shall make determinations as a committee or shall make recommendations to the Board of Directors.

Composition

The Committee shall consist of two or more members of the Board of Directors, each of whom is determined by the Board of Directors to be “independent” in accordance with the rules of the Sarbanes-Oxley Act and any stock exchange, quotation system or market on which the Company's securities are listed (the "Exchange").

To the extent the Committee consists of at least three members, one director who is not independent under the rules of the Exchange may be appointed to the Committee, subject to the following:

the director is not a current officer or employee, or an immediate family member of a current officer or employee, of the Company;

the Company discloses in the proxy statement for the next annual meeting subsequent to such determination (or in its Form 10-K if the Company does not file a proxy statement), the nature of the relationship and the reasons for that determination; and

such person does not serve under this exception for more than two years.

Notwithstanding the foregoing, under no circumstances shall the Committee consist of more than one non-independent director.

Appointment and Removal

The members of the Committee shall be appointed by the Board of Directors. Each member shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.

Chairman

Delegation to Subcommittees

In fulfilling its responsibilities, the Committee shall be entitled to delegate responsibilities to a subcommittee of the Committee.

Meetings

Duties and Responsibilities

The Committee shall carry out the duties and responsibilities set forth below. These functions should serve as a guide with the understanding that the Committee may determine to carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal, or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time related to the purposes of the Committee outlined in this Charter.

In discharging its oversight role, the Committee is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the sole authority, without seeking Board of Directors approval, to retain outside counsel or other advisors for this purpose, including the sole authority to approve the fees payable to such counsel or advisors and any other terms of retention. In addition to individual compensation to members for serving on the Committee as reasonably determined by the Board of Directors, the Company shall provide appropriate funding, as determined by the Committee, for payment of (i) compensation to any counsel, experts or other advisers employed by the Committee, (ii) obtaining any insurance coverage deemed reasonable or necessary by the Committee, and (iii) funding ordinary administrative expenses of the Committee that it deems reasonable or necessary in carrying out its duties, subject only to any limitations imposed by applicable laws, rules and regulations.

Board of Directors Selection, Composition, and Evaluation

Establish criteria for the selection of new directors to serve on the Board of Directors.

Identify individuals believed to be qualified as candidates to serve on the Board of Directors and select, or recommend that the Board of Directors select, the candidates for all directorships to be filled by the Board of Directors or by the shareholders at an annual or special meeting. In identifying candidates for membership on the Board of Directors, the Committee shall take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the candidate would fill a present need on the Board of Directors.

Review and make recommendations to the full Board of Directors, or determine, whether members of the Board should stand for re-election. Consider matters relating to the retirement of Board of Directors members, including term limits or age caps.

In the case of a director nominated to fill a vacancy on the Board of Directors due to an increase in the size of the Board of Directors, recommend to the Board of Directors the class of directors in which the director-nominee should serve.

Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates. In that connection, the Committee shall have sole authority to retain and to terminate any search firm to be used to assist in identifying candidates to serve as directors of the Company, including sole authority to approve the fees payable to such search firm and any other terms of retention.

Consider questions of independence and possible conflicts of interest of members of the Board of Directors and executive officers.

Review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board of Directors in order to ensure the Board of Directors has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds.

Oversee the evaluation, at least annually, and as circumstances otherwise dictate, of the Board of Directors and management.

Committee Selection and Composition

Recommend members of the Board of Directors to serve on the committees of the Board of Directors, giving consideration to the criteria for service on each committee as set forth in the charter for such committee, as well as to any other factors the Committee deems relevant, and when appropriate, make recommendations regarding the removal of any member of any committee.

10.

Recommend members of the Board of Directors to serve as the Chairperson of the committees of the Board of Directors.

11.

Establish, monitor, and recommend the purpose, structure, and operations of the various committees of the Board of Directors, the qualifications and criteria for membership on each committee of the Board of Directors, and as circumstances dictate, make any recommendations regarding periodic rotation of directors among the committees and impose any term limitations of service on any Board of Directors committee.

12.

Periodically review the charter and composition of each committee of the Board of Directors and make recommendations to the Board of Directors for the creation of additional committees or the elimination of Board of Directors committees.

Continuity / Succession Planning Process

13.

Oversee and approve the management continuity planning process. Review and evaluate the succession plans relating to the Chief Executive Officer and other executive officer positions and make recommendations to the Board of Directors with respect to the selection of individuals to occupy these positions.

Reports

14.

Report regularly to the Board of Directors following meetings of the Committee, (a) with respect to such matters as are relevant to the Committee’s discharge of its responsibilities, and (b) with respect to such recommendations as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chairman or any other member of the Committee designated by the Committee to make such report.

15.

Maintain minutes or other records of meetings and activities of the Committee.

Corporate Governance

To the extent deemed appropriate by the Board of Directors and the Committee, the Committee will do as follows:

16.

Consider the adequacy of the certificate of incorporation and bylaws of the Company and recommend to the Board of Directors, as conditions dictate, that it propose amendments to the certificate of incorporation and bylaws for consideration by the stockholders.

17.

Develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Company and keep abreast of developments with regard to corporate governance to enable the Committee to make recommendations to the Board of Directors in light of such developments as may be appropriate.

18.

Consider policies relating to meetings of the Board of Directors. This may include meeting schedules and locations, meeting agendas, and procedures for delivery of materials in advance of meetings.

Indemnification

EX-10.1 5 v165106_ex10-1.htm Unassociated Document

CONFIDENTIAL SETTLEMENT AGREEMENT

This Agreement is made effective as of November 5, 2009, by and between SpongeTech Delivery Systems, Inc., (“SpongeTech” or “Plaintiff”) and R.M. Enterprises International, Inc. (“R.M.”) and GETFUGU, Inc. (“GetFugu” or “Defendant”). SpongeTech and GetFugu are collectively referred to as the “Parties” and singularly referred to as “Party”.

RECITALS

A.	The Parties were involved in a litigation captioned SPONGETECH DELIVERY SYSTEMS, INC. v. GETFUGU, INC. et. al..

B.	The claims in the litigation are disputed and there is no admission of liability by either party. Having settled their disputes, the Parties now wish to further reduce to writing the terms of their settlement as contemplated.

AGREEMENT

The Parties agree as follows:

Section 1. General Releases.

Section 1.1. SpongeTech and R.M., on behalf of itself and its present, past and future predecessors, affiliates, parents, subsidiaries, shareholders, managers, associates, employees, officers, directors representatives, agents, successors and assigns, hereby absolutely, unconditionally, finally and forever waives, releases and discharges the Defendant from any claims, rights, damages or obligations against the other, including without limitation and causes of action that either were asserted or could have been asserted in the litigation.

Section 1.2. Defendant, on behalf of itself and its present, past and future predecessors, affiliates, parents, subsidiaries, shareholders, managers, associates, employees, officers, directors representatives, agents, successors and assigns, hereby absolutely, unconditionally, finally and forever waives, releases and discharges SpongeTech from any claims, rights, damages or obligations against the other, including without limitation and causes of action that either were asserted or could have been asserted in the litigation.

Section 2. SpongeTech and R.M. each represent and warrant to GetFugu that neither such Party (a) has engaged in any short sales (as defined in Regulation SHO under the Securities Act) of GetFugu common stock, (b) holds any open short position in GetFugu common stock, or (c) will use any of the shares acquired pursuant to Section 4.1 below to cover any open short position.

Section 3. General Provisions.

Section 3.1. Entire Agreement. This Agreement supersedes any and all prior or contemporaneous negotiations, correspondence, understandings or agreements of the Parties relating to the subject matter hereof, whether written or oral, and all such other understandings or agreements shall upon the effective date be void and without further force or effect. No change, modification, addition or amendment to this Agreement shall be valid unless in writing and duly executed by all Parties, indicating intent to modify the Agreement.

Section 3.2. Notice. In the case of any need to communicate with regard to this Agreement, such communications shall be in writing and shall be directed to the following designated individuals:

For SpongeTech and R.M.:

SpongeTech Delivery Systems, Inc.

10 West 33rd Street, Suite 518

New York, New York 10001

Attn: Chief Operating Officer

With a copy to:

Gersten Savage LLP

600 Lexington Avenue, 9th Floor

New York, NY 10022

Attn: James D. Fornari, Esq.

For GetFugu:

GetFugu, Inc.

8560 W. Sunset Blvd., 7th Floor

West Hollywood, CA 90069

Attn: President

With a copy to:

Luce Forward Hamilton & Scripps LLP

601 S. Figueroa St., 39th Floor

Los Angeles, CA 90017

Attn: John C. Kirkland, Esq.

Any notice required or permitted by this Agreement shall be effective only if given in writing and shall be considered to have been given when (i) delivered by hand, (ii) sent by telecopier with completed transmission confirmed, provided that a copy is mailed reasonably promptly by certified or registered mail, return receipt requested, postage prepaid, or (iii) received by the addressee, if sent by Express Mail, Federal Express, or other reputable express delivery service (receipt requested), or by first class certified or registered mail, return receipt requested, postage prepaid to the party to be notified at such a Party’s address as set forth above, or as subsequently modified by the Parties. Notices sent by Federal Express or other reputable express delivery service (receipt requested) marked for next-day delivery shall be deemed received on the next business day after sending.

Section 3.3. Governing Law. All matters affecting the interpretation, form, validity, and performance of this Agreement shall be decided under the laws of the State of New York without regard to principles of conflicts of law.

Section 3.4. Captions. The captions in the Agreement are intended solely as a matter of convenience and for reference and shall be given no effect in the construction or interpretation of the Agreement.

Section 3.5. Severability of Provisions. Should any part or provision of the Agreement be held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining parts or provisions shall be unimpaired.

Section 3.6. No Agency. At no time shall any Party hold itself out to be the agent, employee, lessee, sublessee, partner, or joint venture partner of another Party. Nothing in the Agreement shall be construed to create any relationship between the Parties other than as expressly set forth in this Agreement. The Parties shall not have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party with regard to any other contract, agreement, or undertaking with a third party.

Section 3.7. Construction Against Waiver. No waiver of any term, provision, or condition of the Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be construed as a further or continuing waiver of any such term, provision, or condition of the Agreement; no shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision.

Section 3.8. Joint Drafting. Counsel for Parties participated in the negotiation and drafting of this Agreement. The terms of this Agreement should not be construed either for or against any Party based solely on the authorship of any particular term or section.

Section 3.9. Execution of Agreement. This Agreement may be executed in one or more counterparts, and all counterparts so executed shall constitute one single and entire Agreement, which shall be binding on the Parties hereto, notwithstanding that the Parties may not be signatories to the original or the same counterparts.

Section 4. Other Terms.

Section 4.1. In consideration for the sum of One Million, Seven Hundred and Fifty Thousand ($1,750,000.00) Dollars, receipt of which is hereby acknowledged, GetFugu shall issue to R.M., Five Million, Two Hundred Fifty Thousand Five Hundred Twenty-Five (5,250,525) shares of common stock of GetFugu, Inc. (“Purchased Shares”), pursuant to and in accordance with a Subscription Document and Accredited Investor Questionnaire (“Subscription Document”), copy of which is attached hereto and incorporated herein by reference as Exhibit A as if set forth in full herein.

Section 4.2. R.M. may transfer the Purchased Shares to SpongeTech or its designee in a private transaction under Section 4(1) of the Securities Act of 1933, as amended (“Act”), which transfer shall be made in full compliance with all applicable state and federal securities laws, and shall not be deemed a violation of any transfer restriction otherwise incorporated into or made a part of the Purchased Shares. Share certificates shall continue to bear the standard restrictive legend following transfer.

Section 4.3. GetFugu and SpongeTech shall enter into GetFugu’s standard form of Augmented Reality Link Terms of Service Agreement (provided, however, that SpongeTech shall not be charged any service fee for up to 20 ARLs specified by the Customer and up to a number of VRLs and GRLs as mutually agreed), and SpongeTech shall promptly be placed on the GetFugu Platform and provided the Services (as defined in the ARL Terms of Service Agreement).

Section 4.4. Neither Party nor any affiliate company shall, in any communications with the press or other media or any customer, client or supplier, criticize, ridicule or make any remark or statement which disparages or is derogatory of the other Party, its affiliates or any of their respective products, services, directors or senior officers. Each Party shall instruct and cause its directors and senior officers not to make any such statements.

Section 4.5. Either Party may issue a press release in mutually agreeable form, which shall state, among other things, that the Parties have amicably resolved their differences and misunderstandings and look forward to working together in the future. Aside from any public disclosure in filings with the Securities and Exchange Commission that either Party deems to be necessary or appropriate based upon written advice of counsel, neither Party shall may any other public statement concerning the other.

Section 4.6. The Parties agree to immediate dismissal of suit with prejudice, with each party to bear its own attorney fees, costs and expenses of suit.

Section 4.7. The Parties agree that the terms of the settlement will be confidential and both parties need to agree on the content of any press release and any other public announcement of the settlement, except to the extent that either Party is required to make disclosure of the settlement in its regulatory or other filings, in which case that disclosure shall be determined by that Party and its counsel.

Section 5. Piggy-Back Registrations. If at any time during the date which is the earlier of (i) such time as all of the Purchased Shares have been publicly sold by R.M. or SpongeTech (the “Holder”), or (ii) such time as all of the Purchased Shares may be sold by the Holder pursuant to Rule 144 as determined by the counsel to GetFugu pursuant to a written opinion letter to such effect, addressed and acceptable to GetFugu’s transfer agent and the affected Holder, there is not an effective registration statement covering all of the Purchased Shares and GetFugu shall determine to prepare and file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then GetFugu shall send to Holder written notice of such determination and, if within fifteen days after receipt of such notice, any Holder shall so request in writing, GetFugu shall include in such registration statement all or any part of such Purchased Shares such Holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights.

IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed for these purposes.

SPONGETECH DELIVERY SYSTEMS, INC.


By:

Title:

R.M. ENTERPRISES INTERNATIONAL, INC.


By:

Title:

EX-10.2 6 v165106_ex10-2.htm Unassociated Document


By:

Title:

SUBSCRIPTION AGREEMENT

8560 W. Sunset Blvd., 7th Floor

West Hollywood, CA 90069

Ladies and Gentlemen:

The undersigned subscriber (“Subscriber”) desires to purchase the number of Shares set forth on the signature page of this Agreement (the “Agreement”). Accordingly, the Company and Subscriber agree as follows:

1. Sale and Purchase. Subject to the terms and conditions set forth in this Agreement, Subscriber hereby tenders the amount set forth on the signature page of this Agreement for the purchase of the number of Shares set forth on the signature page hereto.

2. Representations, Warranties, and Agreements of Subscriber. In connection with this subscription, Subscriber hereby makes the following representations, warranties, and agreements with the Company and confirms the following understandings, each of which are made or confirmed, as the case may be, with respect to Shares subscribed for herein:

(a) Investment Purpose. Subscriber understands that the Shares, (the “Securities”) are “restricted securities” and have not been registered under the Securities Act (as defined below) or any applicable state securities law and is acquiring the Securities as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, has no present intention of distributing any of such Securities and has no arrangement or understanding with any other persons regarding the distribution of any them (this representation and warranty not limiting Subscriber’s right to sell the Securities in compliance with applicable federal and state securities laws). Subscriber is acquiring the Securities in the ordinary course of its business. Subscriber does not have any agreement or understanding, directly or indirectly, with any person or entity to distribute any of the Securities.

(b) Review and Evaluation of Information Regarding the Company.

(i) Subscriber is familiar with the Company’s financial condition and actual and proposed operations. Without limiting the foregoing, the Subscriber acknowledges that the undersigned has reviewed the corporate documents regarding the Company and the terms of this Offering.

(ii) In addition to the foregoing, Subscriber acknowledges that Subscriber has conducted, or has been afforded the opportunity to conduct, an investigation of the Company and has been offered the opportunity to ask representatives of the Company questions about the Company’s financial condition and proposed business and that Subscriber has obtained such available information as Subscriber has requested, to the extent Subscriber has deemed necessary, to permit Subscriber to fully evaluate the merits and risks of an investment in the Company. Representatives of the Company have answered all inquiries that Subscriber has put to them concerning the Company and its activities, and the offering and sale of the Securities.

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(c) Risks. Subscriber recognizes that the purchase of the Securities involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that (i) Subscriber may not be able to liquidate the investment in the event of an emergency; (ii) transferability is limited; and (iii) in the event of a disposition, Subscriber could sustain a complete loss of the entire investment.

(d) Accredited Investor Status. Subscriber represents that Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, amended (the “Securities Act”). Specifically, the Subscriber is (check appropriate items):

_________ (i) A bank, savings and loan association or other similar institution (as defined in Sections 3(a)(2) and 3(a)(5)(A) of the Securities Act);

_________ (ii) A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

_________ (iii) An insurance company (as defined in Section 2(13) of the Securities Act);

_________ (iv) An investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”);

_________ (v) A Small Business Investment Company licensed by the U.S. Small Business Administration under Sections 301(c) or (d) of the Small Business Investment Act of 1958;

_________ (vi) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its subdivisions for the benefit to its employees, which plan has total assets in excess of $5,000,000;

_________ (vii) An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (“ERISA”), if the investment decision is made by a “Plan Fiduciary”, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser;

_________ (viii) An employee benefit plan within the meaning of ERISA having total assets in excess of $5,000,000;

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_________ (ix) A self-directed employee benefit plan within the meaning of ERISA, with investment decisions made solely by persons who are accredited investors as defined in Rule 501(a) of Regulation D;

_________ (x) A business development company (as defined in Section 2(a)(48) of the Investment Company Act) or a private business development company (as defined in Section 202(a)(22) of the Investment Advisers Act of 1940);

_________ (xi) A corporation, partnership, Massachusetts or similar business trust, or organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (tax exempt organization), not formed for the specific purpose of acquiring the Securities having total assets in excess of $5,000,000;

_________ (xii) Any executive officer or director of the Company;

_________ (xiii) An individual having an individual net worth or a joint net worth with spouse at the time of purchase in excess of $1,000,000;

_________ (xiv) An individual whose net income was in excess of $200,000 in each of the two most recent years, or whose joint income with spouse was in excess of $300,000 in each of those years, and who reasonably expects his net income to reach such level in the current year;

_________ (xv) A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the Securities whose purchase is directed by a sophisticated person (i.e., person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of any securities); or

_________ (xvi) Any entity in which all of the entity owners are “accredited investors.”

(e) Subscriber’s Financial Experience. Subscriber is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company or, if he or she has utilized the services of a purchaser representative, together with such representative, are sufficiently experienced in financial and business matter to be capable of evaluating the merits and risks of an investment in the Company. Subscriber is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(f) Suitability of Investment. Subscriber has evaluated the merits and risks of Subscriber’s proposed investment in the Company, including those risks particular to Subscriber’s situation, and has determined that this investment is suitable for Subscriber. Subscriber has adequate financial resources for an investment of this character, and at this time Subscriber can bear a complete loss of Subscriber’s investment. Further, Subscriber will continue to have, after making an investment in the Securities, adequate means of providing for Subscriber’s current needs, the needs of those dependent on Subscriber, and possible personal contingencies. Subscriber specifically represents that he or she has a net worth at least five times greater than the investment made herein.

(g) Exempt Offering. Notwithstanding that the Company intends to register the Shares for resale, Subscriber understands that the sale of the Securities is not being registered on the basis that this issuance is exempt from registration under the Securities Act, and the applicable state securities laws, and the rules and regulations promulgated thereunder, and that reliance on such exemptions is predicated, in part, on Subscriber’s representations and warranties contained in this Agreement.

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(h) Limitations on Disposition. Subscriber understands that there are substantial restrictions on the transferability of the Securities pursuant to the Securities Act; the Securities will not be, and, except as provided in the Registration Rights Agreement, Subscriber has no right to require that the Securities be registered under the Securities Act; and, accordingly, Subscriber may have to hold the Securities for an indefinite period of time until the Shares have been registered by the Company or are subject to an exemption from registration. Subscriber represents that Subscriber can afford to hold the Securities for an indefinite period of time. Subscriber further understands that an opinion of counsel and other documents may be required to transfer the Securities. Subscriber acknowledges that until registered under the Securities Act, the Securities shall bear the following, or a substantially similar, restrictive legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.”

(i) Absence of Official Evaluation. Subscriber understands that no federal or state agency has made any finding or determination as to the fairness of the terms of an investment in the Company, or any recommendation for or endorsement of the Securities offered hereby.

(j) Additional Financing. Subscriber further acknowledges that nothing hereunder shall preclude the Company from seeking and/or procuring additional equity and/or debt financing.

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(k) Nonreliance. Subscriber is not relying on the Company or any representation contained herein or in the documents referred to herein with respect to the tax and economic effect of Subscriber’s investment in the Company.

(l) Acceptance. Subscriber acknowledges that the Company shall, in its sole discretion, have the right to accept or reject this subscription, in whole or in part, for any reason or for no reason. If Subscriber’s subscription is accepted by the Company, Subscriber shall, and Subscriber hereby elects to, execute any and all further documents necessary in the opinion of the Company to complete his subscription and become a shareholder of the Company.

(m) Authority to Enter into Agreement. Subscriber has the full right, power, and authority to execute and deliver this Agreement and perform Subscriber’s obligations hereunder.

(n) Entity as a Subscriber. If Subscriber is a corporation, partnership, trust, or other entity, (i) Subscriber is authorized and qualified to become a shareholder of, and is authorized to, make its investment in the Company; (ii) Subscriber has not been formed for the purpose of acquiring an interest in the Company; (iii) Subscriber has not been in existence for less than 90 days prior to the date hereof; (iv) Subscriber is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder; (v) the execution, delivery and performance by Subscriber of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of Subscriber; and (vi) this Agreement has been duly executed by Subscriber, and when delivered by Subscriber in accordance with the terms hereof, will constitute the valid and legally binding obligation of Subscriber, enforceable against it in accordance with its terms except (x) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (y) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (z) insofar as indemnification and contribution provisions may be limited by applicable law.

(o) Prohibitions on Cancellation, Termination, Revocation, Transferability, and Assignment. Subscriber hereby acknowledges and agrees that, except as may be specifically provided herein or by applicable law, Subscriber is not entitled to cancel, terminate, or revoke this Agreement, and this Agreement shall survive Subscriber’s death or disability or any assignment of the Securities. Subscriber further agrees that Subscriber may not transfer or assign Subscriber’s rights under this Agreement, and Subscriber understands that, if Subscriber’s subscription is accepted, the transferability of the Securities will be restricted.

(p) Obligation. This Agreement constitutes a valid and legally binding obligation of Subscriber and neither the execution of this Agreement nor the consummation of the transactions contemplated herein will constitute a violation of or default under, or conflict with, any judgment, decree, statutes or regulation of any governmental authority applicable to Subscriber, or any contract, commitment, agreement, or restriction of any kind to which Subscriber is a party or by which Subscriber’s assets are bound. The execution and delivery of this Agreement does not, and the consummation of the transactions described herein will not, violate applicable laws, or any mortgage, lien, agreement, indenture, lease or understanding (whether oral or written) of any kind outstanding relative to Subscriber.

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(q) Required Approvals. No approval, authorization, consent, order, or other action of, or filing with, any person, firm or corporation or any court, administrative agency or other governmental authority is required in connection with the execution and delivery of this Agreement by Subscriber or the purchase of the Securities.

(r) No General Solicitation. Subscriber is not subscribing for the Securities because of or following any advertisement, article, notice, or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation or a subscription by a person other than an authorized representative of the Company.

(s) Residence. If Subscriber is an individual, then Subscriber resides in the state or province identified in the address of Subscriber set forth on the signature page hereto; if Subscriber is a partnership, corporation, limited liability company or other entity, then the office or offices of Subscriber in which its investment decision was made is located at the address or addresses of Subscriber set forth on the signature page hereto.

(g) Rule 144. Subscriber acknowledges and agrees that the Securities are “restricted securities” as defined in Rule 144 promulgated under the Securities Act as in effect from time to time and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber has been advised or is aware of the provisions of Rule 144, which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations.

3. Representations, Warranties and Agreements of the Company. In connection with this subscription, the Company makes the following representations, warranties and agreements and confirms the following understandings:

(a) Company’s Good Standing. The Company is a corporation organized and validly existing under the laws of the State of Nevada, and it has all corporate authority and power to conduct its business and to own its properties. The Company is duly qualified and in good standing as a foreign corporation in each jurisdiction in which its operations require such qualification.

(b) Authorization; Conflict; Valid and Binding Obligation. This Agreement and the transactions contemplated herein have been duly and validly authorized by all requisite corporate action of the Company and no further consent or authorization of the Company or the Board of Directors or its stockholders is required. The Company has full right, power and capacity to execute, deliver and perform its obligations under this Agreement and the other agreements, instruments and documents contemplated hereby. No governmental license, permit or authorization and no registration or Reports with any court, governmental authority or regulatory agency is required in connection with the Company’s execution, delivery and/or performance of this Agreement, other than any Reports required by applicable federal and state securities laws. The execution, delivery and performance of this Agreement, the consummation of the transactions herein contemplated and the compliance with the terms of this Agreement by the Company will not violate or conflict with any provision of the Articles of Incorporation or Bylaws of the Company, or any agreement, instrument, law or regulation to which the Company is a party or by which the Company may be bound. This Agreement, upon execution and delivery by the Company, will represent the valid and binding obligation of the Company enforceable in accordance with its terms.

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(c) Use of Proceeds. The Company will be using the funds raised in this Offering for general working capital and to pursue its business plan.

(d) Reports, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority in connection with the execution, delivery and performance by the Company of this Agreement, other than (i) application(s) to each applicable Trading Market (as defined in the Registration Rights Agreement) for the listing of the Shares for trading thereon in the time and manner required thereby and (ii) the filing of Form D with the Securities and Exchange Commission (the “Commission”) and such Reports as are required to be made under applicable state securities laws.

(e) Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company other than restrictions on transfer provided for in this Agreement.

(f) Capitalization. As of the date of this Agreement, the Company’s authorized capitalization consisted of Five Hundred Million (500,000,000) shares of Common Stock, $0.001 par value per share, of which 162,645,000 shares are issued and outstanding as of September 9, 2009. There are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. The Company does not have any subsidiaries and does not own any capital stock of, assets comprising the business of, obligations of, or any other interest (including any equity or partnership interest) in any person or entity.

(g) No Conflict or Violation. The execution and delivery by the Company of this Agreement, will not result in any conflict with, or result in a violation or breach of any of the terms, conditions or provisions of, or constitute (with or without due notice, lapse of time or both) a default under, or give rise to a right of termination, cancellation or acceleration of any obligation under agreement, note, contract, franchise, lease or other agreement or instrument to which the Company is a party or by which it may be bound.

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(i) SEC Reports. The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Act and the Exchange Act (all of the foregoing filed reports and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to herein as the “SEC Reports”), or has timely filed for a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the applicable rules and regulations of the SEC promulgated thereunder. The SEC Reports do not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since June 30, 2009 there has not occurred any event, change, circumstance or effect that could reasonably be expected to have a material adverse effect on the Company that has not been set forth in the SEC Reports.

(j) Financial Statements. As of their respective dates, the financial statements of the Company included in the SEC Reports complied as to form in all material respects with applicable accounting requirements and the applicable published rules and regulations of the SEC with respect thereto. The financial statements included in the SEC Reports were prepared in conformity with GAAP applied on a consistent basis and fairly present, in all material respects, the financial position of the Company as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the Company for each of the periods then ended. The Company has no contingent liability or liability for taxes, long term lease or unusual forward or long term commitment that is not reflected in the financial statements included in the SEC Reports or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Company.

(k) Taxes. All Tax returns and reports of the Company required to be filed by it have been prepared in accordance with law, have been timely filed, and all Taxes, assessments, fees and other governmental charges upon the Company and upon its respective properties, assets, income and franchises which are shown as due and payable thereon, or have been assessed, have been paid, except for those claims or charges which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted. No taxing authority has given notice of an assertion, or is threatening to assert, against the Company any deficiency or claim for additional Taxes or interest thereon or penalties in connection therewith

(l) Litigation; Orders. Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, or any of its properties or assets before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility that, individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Company or that adversely affects the legality, validity or enforceability of this Agreement.

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(m) Material Non-Public Information. The Company has not provided to the Subscribers any material non-public information other than information related to the transactions contemplated by this Agreement, all of which information related to the transactions contemplated hereby shall be disclosed by the Company pursuant to Section 6(j) hereof. The Company understands and confirms that each Subscriber shall be relying on the foregoing representations in effecting transactions in securities of the Company.

(n) Sarbanes-Oxley. The Chief Executive Officer and the Chief Financial Officer of the Company have signed, and the Company has furnished to the SEC, all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Company nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. The Company is otherwise in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations issued thereunder by the SEC. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. The Company has established internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures and internal control over financial reporting as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures and internal control over financial reporting based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(o) Financial Statements. The financial statements of the Company in the SEC Reports present fairly, in accordance with United States generally accepted accounting principles (“GAAP”), consistently applied, the financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, subject, in the case of unaudited financial statements for interim periods, to normal year-end audit adjustments.

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(p) Absence of Certain Changes Since the Balance Sheet Date. Except as set forth in the SEC Reports, since December 31, 2008, the business and operations of the Company have been conducted in the ordinary course consistent with past practice, and there has not been:

(i) any declaration, setting aside or payment of any dividend or other distribution of the assets of the Company with respect to any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company or any subsidiary of the Company of any outstanding shares of the Company’s capital stock (and the Company has not made any agreements to do any of the foregoing);

(ii) any damage, destruction or loss, whether or not covered by insurance, except for such occurrences, individually and collectively, that have not had, and would not reasonably be expected to have, a material adverse effect on the Company;

(iii) any waiver by the Company of a valuable right or of a material debt owed to it, except for such waivers, individually and collectively, that have not had, and would not reasonably be expected to have, a material adverse effect on the Company;

(iv) any material change or amendment to, or any waiver of any material right under a material contract or arrangement by which the Company or any of its or their respective assets or properties is bound or subject;

(v) any change by the Company in its accounting principles, methods or practices or in the manner in which it keeps its accounting books and records, except any such change required by a change in GAAP or by the SEC; or

(vi) any other event or condition of any character, except for such events and conditions that have not resulted, and are not expected to result, either individually or collectively, in a material adverse effect on the Company.

(q) Intellectual Property.

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(i) Except as set forth in the SEC Reports, the Company owns or possesses sufficient rights to use all patents, patent rights, inventions, trade secrets, know-how, trademarks, service marks, trade names, copyrights, information and other proprietary rights and processes (collectively, “Intellectual Property”), which are necessary to conduct its or their respective businesses as currently conducted and as described in the SEC Reports free and clear of all liens, encumbrances and other adverse claims, except where the failure to own or possess free and clear of all liens, encumbrances and other adverse claims would not reasonably be expected to result, either individually or in the aggregate, in a material adverse effect on the Company.

(ii) The Company has not received any written notice of, nor has knowledge of, any infringement of or conflict with rights of others with respect to any Intellectual Property and neither the Company nor any of its Subsidiaries has knowledge of any infringement, misappropriation or other violation of any Intellectual Property by any third party, which, in either case, either individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a material adverse effect on the Company.

(iii) To the Company’s knowledge, none of the patent rights owned or licensed by the Company are unenforceable or invalid.

(iv) The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company’s business.

(r)

Insurance. The Company maintains insurance of the types and in the amounts that the Company reasonably believes is prudent and adequate for its business and which is at least as extensive as is customary for other companies in the Company’s industry, all of which insurance is in full force and effect.

(t) Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company. No executive officer, to the knowledge of the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect to any of the foregoing matters.

(u) Internal Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

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(v) Transactions With Officers and Directors. Except as set forth in the SEC Reports, none of the officers or directors of the Company has entered into any transaction with the Company that would be required to be disclosed pursuant to Item 404(a) or (c) of Regulation S-K of the SEC.

(w) Investment Company. The Company is not now, and after the sale of the Securities under this Agreement and the application of the net proceeds from the sale of the Securities described herein will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(y) No Integrated Offering. Neither the Company, nor any Affiliate of the Company, nor any person acting on its or their behalf has, directly or indirectly, engaged in any form of general solicitation or general advertising with respect to any security or made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act which would cause Regulation D or any other applicable exemption from registration under the Securities Act to be unavailable, or would cause any applicable state securities laws exemptions or any applicable stockholder approval provisions exemptions, including, without limitation, under the rules and regulations of any national securities exchange or automated quotation system on which any of the securities of the Company are listed or designated to be unavailable, nor will the Company take any action or steps that would cause the offering or issuance of the Securities to be integrated with other offerings.

(z) Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles of Incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Subscribers as a result of the Subscribers and the Company fulfilling their obligations or exercising their rights under this Agreement and the Warrants, including without limitation as a result of the Company’s issuance of the Securities and the Subscribers’ ownership of the Securities.

(aa) No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company.

(bb) Acknowledgment Regarding Subscribers’ Purchase of Purchased Securities. The Company acknowledges and agrees that each of the Subscribers is acting solely in the capacity of an arm’s length Subscriber with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that no Subscriber is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by any Subscriber or any of their respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to the Subscribers’ purchase of the Securities. The Company further represents to each Subscriber that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

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(cc) Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent and any approved broker-dealers in connection with the placement of the Securities.

(dd) Legend Removal. The Company agrees, upon a Subscriber’s reasonable request, to reissue certificates representing any of the Shares and Warrant Shares without any restrictive legend: (i) while a registration statement covering the resale of such securities is effective under the Securities Act, (ii) following any sale of such securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities are eligible for sale under Rule 144(b) (to the extent that the applicable Subscriber provides a certification or legal opinion to the Company to that effect), or (iv) if such legend is not required under applicable requirements of the Securities Act (including controlling judicial interpretations and pronouncements issued by the Commission). Following the effective date of a registration statement, which includes the Securities, or at such earlier time as a legend is no longer required for the Shares and the Warrant Shares, the Company will, promptly following the delivery by a Subscriber to the Company or the Company’s transfer agent of a legended certificate representing such securities, deliver or cause to be delivered to such Subscriber a certificate representing such securities that is free from all restrictive legends. If requested by a Subscriber, certificates for securities subject to legend removal hereunder shall be transmitted by the transfer agent of the Company to the Subscribers by crediting the account of the Subscriber’s prime broker with the Depository Trust Company (“DTC”).

(ee) Shell Company Status. The Company has ceased to be an issuer defined in Rule 144(i)(1)(i); is subject to the reporting requirements of Section 13 or 15 (d) of the Exchange Act; has filed all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months, other than Form 8-K reports; has filed current "Form 10 information" (as defined in Rule 144(i)(3)) with the SEC reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i); and the Company filed “Form 10 information” with the SEC on April 15, 2009.

4. Survival of Representations, Warranties, Agreements and Acknowledgments. The representations, warranties, agreements, and acknowledgments of the Company and Subscriber shall survive the offering and purchase of the Securities.

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5. (a) Indemnification of the Company. Subscriber agrees to indemnify and hold harmless the Company against and in respect of any and all loss, liability, claim, damage, deficiency, and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses whatsoever (including, but not limited to, attorneys’ fees reasonably incurred in investigating, preparing, or defending against any litigation commenced or threatened or any claim whatsoever through all appeals) arising out of or based upon any false representation or warranty or breach or failure by Subscriber to comply with any covenant or agreement made by it herein or in any other document furnished by it in connection with this subscription.

(b) Indemnification of the Subscriber. The Company agrees to indemnify and hold harmless the Subscriber against and in respect of any and all loss, liability, claim, damage, deficiency, and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses whatsoever (including, but not limited to, attorneys’ fees reasonably incurred in investigating, preparing, or defending against any litigation commenced or threatened or any claim whatsoever through all appeals) arising out of or based upon any false representation or warranty or breach or failure by the Company to comply with any covenant or agreement made by it herein or in any other document furnished by it in connection with this subscription.

6. Miscellaneous.

(a) Amendments. This Agreement may not be amended, supplemented, or modified in whole or in part except by an instrument in writing signed by the party or parties against whom enforcement of any such amendment, supplement, or modification is sought.

(c) Notices. Any notice, demand, or other communication that any party hereto may be required, or may elect, to give to anyone interested hereunder shall be deemed given on the date initially received if delivered by facsimile transmission followed by registered or certified mail confirmation; on the date delivered by an overnight courier service; on the third business day after it is mailed if mailed by registered or certified mail (return receipt requested, with postage and other fees prepaid) addressed to such addresses as provided herein.

(d) Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon and inure to Subscriber’s benefit and the benefit of Subscriber’s heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the undersigned is more than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties, and acknowledgements herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, successors, administrators, legal representatives, and permitted assigns.

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(e) Choice of Law; Venue. This Agreement will be interpreted, construed, and enforced in accordance with the internal laws of the State of New York, without giving effect to the application of the principles pertaining to conflicts of laws. Any proceeding arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in New York.

(f) Effect of Waiver. The failure of any party at any time or times to require performance of any provision of this Agreement will in no manner affect the right to enforce the same. The waiver by any party of any breach of any provision of this Agreement will not be construed to be a waiver by any such party of any succeeding breach of that provision or a waiver by such party of any breach of any other provision.

(g) Severability. The invalidity, illegality, or unenforceability of any provision or provisions of this Agreement will not affect any other provision of this Agreement, which will remain in full force and effect, nor will the invalidity, illegality, or unenforceability of a portion of any provision of this Agreement affect the balance of such provision. In the event that any one or more of the provisions contained in this Agreement or any portion thereof shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this Agreement shall be reformed, construed, and enforced as if such invalid, illegal, or unenforceable provision had never been contained herein.

(h) Enforcement. Should it become necessary for any party to institute legal action to enforce this Agreement, the successful party will be awarded reasonable attorneys’ fees at all trial and appellate levels, expenses, and costs.

(i) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

(j) 8-K Filing and Publicity; Standstill. On or before 8:30 a.m., Eastern time, on the first business day following the date of this Agreement, the Company shall issue a press release describing the terms of the transactions contemplated by this Agreement, but not including the names of the Subscriber and the amount of Securities purchased hereby. On or before 8:30 a.m., Eastern time, on the second business day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement in the form required by the Exchange Act and attaching this Agreement as an exhibit to such filing (the “8-K Filing”), but not including the name of the Subscriber and the amount of Securities purchased hereby except as required by the instructions to Form 8-K. From and after the filing of the 8-K Filing with the SEC, the Subscribers as a consequence of participating in the transactions contemplated by this Agreement shall not be in possession of any material, nonpublic information received from the Company, any of its subsidiaries or any of their respective officers, directors, employees or agents authorized to disclose such information, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Subscribers with any material, nonpublic information regarding the Company or any of its subsidiaries from and after the filing of the 8-K Filing with the SEC without the consent of the Subscribers. If a Subscriber has, or believes it has, received any such material, nonpublic information regarding the Company or any of its subsidiaries prior to the Closing Date, it shall provide the Company with written notice thereof and the Company shall within five (5) business days thereafter, make public disclosure of such material, nonpublic information if permitted under applicable law or without breach or violation of any agreement, contract or other obligation of the Company unless the Board of Directors of the Company shall determine that such disclosure would reasonably be expected to result in a material and adverse effect on the Company or its business, prospects, finances or properties. Except for such disclosure as the Company is advised by counsel is required to be included in documents filed with the SEC or otherwise required by law, the Company shall not use the name of, or make reference to, any Subscriber or any of its Affiliates or investment advisers in any press release or in any public manner (including any reports or Reports made by the Company under the Exchange Act) without such Subscriber's prior written consent.

-15-

(k) Further Assurances. The parties hereto will execute and deliver such further instruments and do such further acts and things as may be reasonably required to carry out the intent and purposes of this Agreement.

[SIGNATURE PAGE FOLLOWS]

-16-

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of this ____ day of November, 2009.

SUBSCRIPTION AGREEMENT

Total Number of Shares Subscribed for: Five Million, Two Hundred Fifty Thousand Five Hundred Twenty-Five (5,250,525).

Total Purchase Price: $1,750,000


(Signature of Subscriber)


(Print Name of Subscriber)


(Address)


(Telephone Number)





(Date)


(Federal Employer Identification Number or Other Tax Identification Number)

[TO BE COMPLETED BY THE COMPANY]

Subscription Acceptance Page

APPROVED AND ACCEPTED in accordance with the terms of this Subscription Agreement on this _____ day of November, 2009.

On behalf of GETFUGU, INC.

By:

Print Name:

Title:

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GETFUGU, INC.

BOARD OF DIRECTORS

SERVICE AND INDEMNIFICATION AGREEMENT

THIS GETFUGU, INC., BOARD OF DIRECTORS SERVICE AND INDEMNIFICATION AGREEMENT (“Agreement”) is executed and entered into as of the date set forth below by and between GetFugu, Inc., a Nevada corporation, (the “Company”), and the undersigned, an individual (“Director”). The Agreement is effective as of the date the Director was elected to the board of directors of the Company (the “Board”) with reference to the following facts:

A. The Company has requested that Director serve on its Board as a director.

B. In order to induce Director to serve on the Board, the Company has agreed to contractually obligate itself to indemnify Director to the fullest extent permitted by applicable law so that Director will serve or continue to serve the Company free from undue concern that he will not be so indemnified; and Director has agreed to serve on the Board in consideration of the foregoing.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Director hereby covenant and agree as follows:

1. Service By Director. Director agrees to serve as a member of the Board, for the Term, subject to the right of Director to resign from the Board at any time, and other terms and conditions of this Agreement set forth below. Notwithstanding the foregoing, Director may at any time and for any reason resign from such position, subject to the provisions of this Agreement and any contractual or other obligation imposed by operation of law.

1.1 Duties. As an independent member of the Board, Director shall use his reasonable best efforts to perform the duties commonly incident to the office and as set forth in the Company Bylaws, including, without limitation:

1.1.1 attending (in person or telephonically) in all regular and

special meetings of the Board;

1.1.2 reviewing the performance of the officers of the Company;

1.1.3 making himself reasonably available for consultation with the officers of the Company immediately before and after Board meetings, as needed; and

1.1.4 doing all other things reasonably requested by the Board in order to advance the business and economic interests of the Company and its shareholders.

1.2 Fiduciary Duty. Director acknowledges and agrees that in his capacity as a member of the Board, he has a fiduciary duty to the Company and its shareholders. Director further covenants and agrees to use his reasonable best efforts to comply with and abide by all written policies, procedures, guidelines and governing principles as may be adopted by the Board from time to time; to serve the Company faithfully and to the best of his ability; and to devote that amount of time, attention and effort to the Company which is reasonably necessary in order to satisfy the requirements of the Board.

2. Term. This Agreement shall be effective as of the date first set forth below (the “Effective Date”) and shall continue for so long as Director shall serve on the Board as a director (the “Termination Date”). This Agreement will terminate automatically without the necessity of further notice or action of any kind upon the Termination Date, or earlier upon Director’s resignation or removal from the Board in accordance with the Company’s Bylaws and applicable law. Following the Termination Date, the Company shall continue to indemnify Director in accordance with the indemnification rights provided in Section 4, for actions pertaining to the period prior to the Termination Date and the obligation of the Company under Section 4 shall remain in full force and effect.

3. Protection of Company Property.

3.1 Restriction on Use. Director recognizes and acknowledges that he will have access to Confidential Information (as defined below) relating to the business or interest of the Company or of persons with whom the Company may have business relationships. Except as permitted herein or as may be approved by the Company from time to time, the Director will not during the Term of this Agreement or at any time thereafter, use, disclose or permit to be known by any other person or entity, any Confidential Information of the Company (except as required by applicable law or regulations or in connection with the performance of the Director’s duties and responsibilities hereunder). If Director is requested or becomes legally compelled to disclose any of the Confidential Information, he will give (to the extent permitted by law) prompt notice of such request or legal compulsion to the Company. The Company may waive compliance with this Section 3 or will then provide Director with legal counsel, reasonably acceptable to the Director, at no cost or expense to Director (all such costs and expenses to be paid by the Company) to seek an appropriate remedy.

3.2 Confidential Information Defined. The term “Confidential Information” means information relating to the Company’s business affairs, proprietary technology, trade secrets, patented processes, research and development data, know-how, market studies and forecasts, competitive analyses, pricing policies, vendor and supplier lists, employee lists, employment agreements (other than this Agreement), personnel policies, the substance of agreements with customers, suppliers and others, marketing arrangements, customer lists, commercial arrangements, or any other information relating to the Company’s business that is not generally known to the public or to actual or potential competitors of the Company. Confidential Information shall not include information that becomes publicly known, other than pursuant to a breach of this Section 3 by Director.

4. Indemnification. The Company shall indemnify Director and hold the Director harmless to the fullest extent permitted by applicable law in effect on the Effective Date or as such laws may from time to time be amended. Without diminishing the scope of the indemnification provided by this Section 4, the rights of indemnification of the Director provided hereunder shall include, but shall not be limited to, those rights set forth hereinafter, except to the extent expressly prohibited by applicable law.

4.1 Action Other Than by or in the Right of the Company. The Director shall be entitled to the indemnification rights provided in this Section 4.1 if he is a party or is threatened to be made a party to any threatened, pending or completed action, suit, investigation, or proceeding, whether civil, criminal, administrative or investigative in nature, other than an action by or in the right of the Company, by reason of the fact that he is or was a director of the Company or is or was serving at the request of the Company as a director, officer, employee, agent, partner or fiduciary of any other entity or by reason of anything done or not done by him in any such capacity. Pursuant to this Section 4.1, the Director shall be indemnified against and held harmless from all costs and expenses, including, without limitation, attorneys’ fees and disbursements, costs, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding (including, but not limited to, the investigation, defense or appeal thereof), if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. The Director agrees promptly to notify the Company in writing upon being personally served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any matter which may be subject to indemnification covered hereunder, either civil, criminal or investigative.

4.2 Actions by or in the Right of the Company. The Director shall be entitled to the indemnification rights provided in this Section 4.2 if he is a person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a director of the Company or is or was serving at the request of the Company as a director, officer, employee, agent, partner or fiduciary of any other entity by reason of anything done or not done by him in any such capacity. Pursuant to this Section 4.2, the Director shall be indemnified against and held harmless from all costs and expenses, including, without limitation, attorneys’ fees and disbursements and costs actually and reasonably incurred by him in connection with such action or suit (including, but not limited to, the investigation, defense, settlement or appeal thereof) if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that no such indemnification shall be made in respect of any claim, issue or matter as to which applicable law expressly prohibits such indemnification by reason of an adjudication of liability of the Director to the Company, unless, and only to the extent that the court in which such action or suit was brought or an independent committee duly appointed by the Board shall determine upon application that, despite such adjudication of liability but in view of all the circumstances of the case, the Director is fairly and reasonably entitled to indemnification for such expenses and costs as such court shall deem proper.

4.3 Indemnification for Costs, Charges and Expenses. Notwithstanding the other provisions of this Agreement and in addition to the rights to indemnification set forth in Sections 4.1 and 4.2 hereof, to the extent that the Director has served as a witness on behalf of the Company or with respect to any matter relating to or arising from his services as a director or has been successful on the merits or otherwise, including, without limitation, the dismissal of an action, suit or proceeding without prejudice, in defense of any action, suit or proceeding referred to in Sections 4.1 and 4.2 hereof, or in defense of any claim, issue or matter therein, he shall be indemnified against all costs, charges and expenses, including attorneys’ fees and disbursements, actually and reasonably incurred by him or on his behalf in connection therewith.

4.4 Partial Indemnification. In addition to the rights to indemnification set forth in Sections 4.1 and 4.2 hereof, if the Director is only partially successful in the defense, investigation, settlement or appeal of any action, suit, investigation or proceeding described in Section 4.2 or 4.3 hereof, and as a result is not entitled under Section 4.1, 4.2 or 4.3 hereof to indemnification by the Company for the total amount of the expenses, including, without limitation, attorneys’ fees and disbursements, costs, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him, the Company shall nevertheless indemnify the Director, as a matter of right pursuant to Section 4.3 hereof, to the extent that the Director has been partially successful.

4.5 Request for Indemnification; Presumptions. In order to be eligible for indemnification pursuant to this Agreement, Director shall promptly provide written notice regarding the existence of any action, suit, proceeding or claim (each a “Claim”), after the Director obtains actual knowledge thereof, for which indemnification is being sought pursuant to this Agreement, together with a written request for indemnification to the Board. Such notice shall also include all documentation or information regarding the Claim which is reasonably in possession and control of the Director. Upon delivery of such written notice and request, the Director shall be presumed to be entitled to indemnification pursuant to this Agreement and shall be indemnified hereunder.

4.6 Advancement of Expenses and Costs. All reasonable expenses and costs incurred by the Director (including, without limitation, attorneys’ fees and disbursements, retainers and advances of disbursements required of the Director) in connection with the defense of any Claim shall be paid by the Company in advance of the final disposition of such Claim, at the request of the Director within ten (10) days after the receipt by the Company of a statement or statements from the Director from time to time requesting such advances. Such statement or statements shall reasonably evidence the expenses and costs incurred by Director in connection therewith and shall include or be accompanied by an undertaking by or on behalf of the Director to repay such amount if it is ultimately determined that the Director is not entitled to be indemnified against such expenses and costs by the Company as provided by this Agreement or otherwise.

4.7 Remedies of Director. In the event that a determination is made that the Director is not entitled to indemnification hereunder or if expenses are not advanced pursuant to this Agreement, the Director shall be entitled to a final adjudication in an appropriate court of the State of Nevada or any other court of competent jurisdiction of his entitlement to such indemnification or advance. Alternatively, the Director at his option may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association, such award to be made within 60 days following the filing of the demand for arbitration. In either case, Director shall be presumed to be entitled to indemnification and the Company shall have the burden of proof in the making of any determination contrary to such presumption. In addition, the Company shall not oppose the Director’s right to seek any such adjudication or award in arbitration or any other claim, but may only oppose the Director’s right to indemnification. Such judicial proceeding or arbitration shall be made de novo and the Director shall not be prejudiced by reason of a determination (if so made) that he is not entitled to indemnification. Notwithstanding any other term or provision of this Agreement, upon the filing of any such action or complaint by Director, pending final adjudication of the issue, the Company shall pay and advance all reasonable expenses and costs incurred by Director in accordance with Section 4.6 of this Agreement, as well as all other amounts payable on Director’s behalf pursuant to Sections 4.1 and 4.2 of this Agreement. If the court or arbitrator shall determine that the Director is entitled to any indemnification hereunder, the Company shall pay all reasonable costs and expenses, including, without limitation, attorneys’ fees and disbursements actually incurred by the Director in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings).

4.8 Other Rights to Indemnification. The indemnification and advancement of expenses, including attorneys’ fees and disbursements, and costs provided by this Agreement shall not be deemed exclusive of any other rights to which the Director may now or in the future be entitled under any provision of the by-laws, agreement, provision of the Articles of Incorporation, vote of stockholders or disinterested directors, provision of law or otherwise and shall be in addition to such other rights.

4.9 Insurance. The Company shall at all times during the Term of this Agreement maintain a standard ocurrence based policy of D&O insurance covering the actions of the Board, including those of Director, on behalf of the Company, in an amount to be determined by the Board.

5. General Provisions.

5.1 Modification and Waiver. No supplement, modification, waiver or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

5.2 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

5.3 Severability. If any provision of this Agreement (or any portion thereof) is held by an arbitrator or court of competent jurisdiction to be invalid, illegal or unenforceable for any reason whatever: (a) such provision shall be limited or modified in its application to the minimum extent necessary to avoid the invalidity, illegality or unenforceability of such provision and such modified provision shall be reduced to a writing and signed by the parties hereto; (b) the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby; and (c) to the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision (or portion thereof) held invalid, illegal or unenforceable.

5.4 Notices. Any notice or other communication in connection with this Agreement may be made and is deemed to be given as follows: (i) if in writing and delivered in person or by courier, on the date when it is delivered; (ii) if by facsimile, when received at the correct number (proof of which shall be an original facsimile transmission confirmation slip or equivalent); or (iii) if sent by certified or registered mail or the equivalent (return receipt requested), on the date such mail is delivered, unless the date of that delivery is not a Business Day or that communication is delivered on a Business Day but after the close of business on such Business Day in which case such communication shall be deemed given and effective on the first following Business Day. Any such notice or communication given pursuant to this Section 5.4 shall be addressed if to Company, at its main office, attention President, and if to Director, at his address as maintained on file with Company.

5.5 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of incorporation, without regard to conflicts of law principles thereof. Venue for any suit or action to enforce or interpret this Agreement shall lie exclusively in the State and Federal courts of Los Angeles County, California.

5.6 Attorney Fees. If any suit or action is instituted to enforce or interpret this Agreement, the prevailing party shall be entitled, in addition to the cost of disbursements otherwise allowed by law, such sum as the court or arbitrator may adjudge as reasonable attorneys’ fees and expenses in such suit or action.

5.7 Entire Agreement. This Agreement and the exhibit hereto constitute the agreement of the parties as it relates to this subject matter and does hereby supersede all other agreements of the parties relating to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Board of Directors Service and Indemnification Agreement as of the Effective Date.

Dated: _________________________, 20___

GETFUGU, INC.,				DIRECTOR
A Nevada corporation



By:				Print Name:
Its:

EX-14.1 9 v165106_ex14-1.htm Unassociated Document

GetFugu, Inc. (the “Company”) has created this Code of Ethics (the “Code”) to govern the conduct of all of the Company’s directors, officers and employees, including its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller, and persons performing similar functions (the “Senior Financial Officers”) in the performance of their duties and responsibilities to the Company.

CODE OF ETHICS

The Audit Committee of the Board of Directors (the “Board”) of the Company will review this Code periodically and recommend any changes to the Board.

I. Purpose

The purpose of this Code is to codify the standards that the Company believes are reasonably designed to deter wrong-doing and to promote adherence to the following principles:

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the United States Securities and Exchange Commission (“SEC”);

Compliance with applicable governmental laws, rules, regulations and agreements;

The prompt internal reporting of violations of this Code; and

Accountability for adherence to this Code.

II. Honest and Ethical Conduct

The Company expects honest and ethical conduct in all aspects of the Company’s business from all officers, directors and employees. The Company is committed to business success through maintenance of high standards of responsibility and ethics, and seeking to outperform the competition fairly and honestly. All personnel are required to act honestly and ethically in the performance of their duties and responsibilities.

The Company expects the highest possible honest and ethical conduct and integrity from its Senior Financial Officers. Senior Financial Officers will set a standard of exemplary conduct, encourage and promote such conduct in others, and proactively promote honest and ethical behavior among the Company’s employees.

III. Conflicts of Interest

Service to the Company should never be subordinated to personal gain and advantage. All directors, officers and employees will avoid conflicts of interest in relation to their duties and responsibilities to the Company. A conflict situation can arise when an individual takes actions or has interests that may make it difficult to perform their work objectively and effectively. A conflict of interest exists if an individual’s personal interests interfere with the Company’s interests.

The Company generally does not permit its employees to maintain separate employment outside of the Company. The best policy is to avoid any direct or indirect business connection with contractors, customers, suppliers or competitors, except on the Company’s behalf.

Senior Financial Officers are required to promptly disclose any conflict of interest to the Audit Committee. When requested by the Audit Committee, a director, officer or employee will promptly resign or terminate any relationship or position that is reasonably perceived to give rise to a conflict of interest.

IV. Financial Records and Periodic Reports

It is the Company’s policy to make full and fair disclosure in compliance with all applicable laws, rules and regulations. All directors, officers and employees will execute their job function in a manner designed to produce financial statements and other public disclosures that are in compliance with all applicable laws and regulations.

Each Senior Financial Officer will, within such officer’s applicable area of responsibility, endeavor in all respects to produce and promote full, fair, accurate, timely and understandable disclosure in public communications made by the Company, including reports and documents filed with or submitted to the SEC, Financial Industry Regulatory Authority, the National Association of Securities Dealer, and any applicable securities exchange.

The Senior Financial Officers will oversee the establishment and management of the Company’s internal financial controls and disclosure controls and procedures, in order to enable the Company’s consolidated financial statements and the notes thereto to present fairly, in all material respects, the financial position, results of operations and cash flows of the Company as of and for the period indicated in conformity with generally accepted accounting principles.

Each Senior Financial Officer will cooperate with the Company’s external auditors in the process of audit and review, and will not take any action to coerce, manipulate, mislead or fraudulently influence such auditors in such process.

Each Senior Financial Officer will promptly bring to the attention of the Audit Committee:

Any material information that should be publicly disclosed but which such Senior Financial Officer has reason to believe will not be timely disclosed.

Any significant deficiencies or material weaknesses in the design or operation of the Company’s internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

If any employee becomes aware of material information that affects the disclosures made or to be made by the Company in its SEC filings or submissions or other public communications, they will promptly bring such information to the attention of a Senior Financial Officer, the Audit Committee, or the Company’s outside General Counsel.

Senior Financial Officers play a critical role in assuring that all business records meet the Company’s high standards. Therefore, such officers must take reasonable steps to ensure that:

Company assets are never used for unlawful or improper purposes, including any political or commercial bribery intended to induce or reward favorable buying decisions and governmental actions ;

The Company will not make any contribution to any political party or to any candidate for political office in support of such candidacy except as permitted by law;

No secret or unrecorded Company fund or asset is created or maintained;

All reports, vouchers, bills, time reports, payroll and services records, measurement and performance records and other essential data are prepared carefully and honestly and include accurate descriptions of the purpose of each entry;

Business transactions of all kinds are executed only by individuals authorized to engage in them;

In utilizing consultants, agents, sales representatives or others, the Company will employ only reputable, qualified individuals or firms under compensation arrangements which are reasonable in relation to the services performed. The Company's criteria and procedures to be utilized in international transactions with respect to the selection and compensation of its representatives must be followed. Consultants, agents or representatives retained must agree to comply with all laws, regulations and Company policies governing employee conduct; and

The Company is in general compliance with the antitrust laws of the United States and other countries in which the Company transacts its business.

V. Compliance with Applicable Laws, Rules and Regulations

All directors, officers and employees must respect and obey the laws of the jurisdictions in which they operate. They will reflect the Company’s commitment to legal compliance by action and example. Each Senior Financial Officer will comply, and encourage and promote compliance, with the laws, rules, regulations, and government agreements applicable to the Company’s business and operations.

Directors, officers and employees may not use corporate assets or funds for any unlawful or improper purpose. The Company does not authorize or condone any payment that is in the nature of a bribe, kickback or undisclosed commission to a third party for obtaining any business or advantage for the Company or any of its employees.

Each Senior Financial Officer is expected to be generally familiar with the laws applicable to such officer’s area of responsibility. Although not everyone is expected to know all the details of all laws, it is important to know enough to determine when to seek advice from supervisors or managers, or in appropriate cases the Company’s outside General Counsel.VI.

VI. Reporting of Illegal or Unethical Behavior

Everyone must work to ensure prompt and consistent action against violations of this Code. Anyone who becomes aware of any information concerning any conduct they reasonably believe in good faith to constitute a violation of this Code, or other illegal or unethical conduct, is required to promptly report such information to a Senior Financial Officer, the Audit Committee, or the Company’s outside General Counsel.

Each Senior Financial Officer will promptly report any violation of this Code to the Audit Committee. If doubt exists as to a potential violation, the Company’s outside General Counsel should be consulted.

All employees are expected to cooperate in internal investigations of misconduct. Company policy prohibits discrimination, harassment and retaliation against any employee who in good faith provides any information or otherwise assists in any investigation or proceeding regarding any matters of legal or regulatory concern.

VII. Accountability for Adherence to the Code

Each director, officer and employee of the Company is personally responsible and accountable for their adherence to the provisions of this Code.

Any violation of this Code may result in disciplinary action, up to and including termination. The Company may impose such sanctions for violations of this Code as it determines, under the circumstances, to be in the best interests of the Company and its shareholders.

The Audit Committee will report any violations to the Board, and recommend appropriate actions to be taken in the event of violations of these procedures by a Senior Financial Officer.

VIII. Amendments and Waivers

Only the Board may grant a waiver or approval of a material departure from this Code. The Company should not fail to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to a Senior Financial Officer.

No provision of this Code is intended to create any right in favor of any third party, including any shareholder, officer, director, employee, or contractor of the Company, in the event of a violation of any provision of this Code.

EX-99.1 10 v165106_ex99-1.htm Unassociated Document