EX-10.1






SECURED CONVERTIBLE PROMISSORY NOTE




$170,000.00 Date: May 19, 2010



FOR VALUE RECEIVED, GetFugu, Inc., a Nevada corporation (the “Company”) promises to
pay to the order of Remington Global Capital, LLC, a Delaware limited liability company, or its
designee (“Investor”), at such place as Investor may from time to time designate in
writing, the principal sum of US $170,000.00, with interest, as follows:



Interest. The principal balance outstanding from time to time under this Secured
Promissory Note (this “Note”), shall bear interest at the lower of 1.0% per month and the
maximum rate permitted by law. Provided, however, that during the continuance of any default, or
in the event that this Note is not paid in full by June 18, 2010, this Note shall bear interest at
the lower of 10.0% per month and the maximum rate permitted by law. Interest shall be compounded
monthly, and all accrued interest will be due on the Maturity Date.



Payments. If not sooner paid, the entire unpaid principal balance, interest thereon
and any other charges due and payable under this Note shall be due and payable on November 19, 2010
(“Maturity Date”). Company shall have the right to prepay all or any part of the principal
balance of this Note at any time without penalty or premium. All payments on this Note shall be
first applied to interest, then to reduce the outstanding principal balance hereof.



Full Recourse Note. THIS IS A FULL RECOURSE PROMISSORY NOTE. Accordingly,
notwithstanding that Company’s obligations under this Note are secured by the Collateral, in the
event of a material default hereunder, Investor shall have full recourse to all the other assets of
Company. Moreover, Investor shall not be required to proceed against or exhaust any Collateral, or
to pursue any Collateral in any particular order, before Investor pursues any other remedies
against Company or against any of Company’s assets.



Security.



Security Interest. As security for the due and prompt payment and performance of all
payment obligations under this Note and any modifications, replacements and extensions hereof
(collectively, “Secured Obligations”), Company hereby pledges and grants a first priority
security interest to Investor in all assets of the Company, whether now owned or hereafter
acquired, including without limitation all intellectual property, as more fully set forth on
Schedule 1 hereto (collectively, the “Collateral”).



Financing Statement; Further Assurances. Company agrees, concurrently with executing
this Note, that Investor may file a UCC-1 financing statement relating to the Collateral in favor
of Investor, and any similar financing statements in any jurisdiction in which Investor reasonably
determines such filing to be necessary. Company further agrees that at any time and from time to
time Company shall promptly execute and deliver all further instruments and documents that Investor
may request in order to perfect and protect the security interest granted hereby, or to enable
Investor to exercise and enforce its rights and remedies with respect to any Collateral following
an event of default.



Default. Following an event of default, Company shall deliver the Collateral,
including original certificates or other instruments representing any Collateral, to Investor to
hold as secured party, and Company shall, if requested by Investor, execute a securities account
control agreement. In addition, Investor shall have all rights of a secured party under the
Uniform Commercial Code, including without limitation the right to foreclose on all or any of the
Collateral, in any order.



Powers of Investor. Company hereby appoints Investor as Company’s true and lawful
attorney-in-fact to perform any and all of the following acts, which power is coupled with an
interest, is irrevocable until the Secured Obligations are paid and performed in full, and may be
exercised from time to time by Investor in its discretion: To take any action and to execute any
instrument which Investor may deem reasonably necessary or desirable to accomplish the purposes of
this Section 4(d) and, more broadly, this Note including, without limitation: (i) during
the continuance of any default hereunder, to receive, endorse and collect all instruments or other
forms of payment made payable to Company representing any dividend, interest payment or other
distribution in respect of the Collateral or any part thereof and to give full discharge for the
same, when and to the extent permitted by this Note, (ii) to perform or cause the performance of
any obligation of Company hereunder in Company’s name or otherwise, (iii) during the continuance of
any default hereunder, to liquidate any Collateral pledged to Investor hereunder and to apply
proceeds thereof to the payment of the Secured Obligations or to place such proceeds into a cash
collateral account or to transfer the Collateral into the name of Investor, all at Investor’s sole
discretion, (iv) to enter into any extension, reorganization or other agreement relating to or
affecting the Collateral, and, in connection therewith, to deposit or surrender control of the
Collateral, (v) to accept other property in exchange for the Collateral, (vi) to make any
compromise or settlement Investor deems desirable or proper, and (vii) to execute on Company’s
behalf and in Company’s name any documents required in order to give Investor a continuing first
lien upon the Collateral or any part thereof.



Conversion.



a. Mechanics of Conversion.



i. At any time on or after the Maturity Date, Holder may from time to time, in its sole and
absolute discretion, elect to convert all or any portion of the accrued interest and principal due
under this Note into shares of Common Stock of Company, by delivery of a written notice to the
Company (the “Conversion Notice”), of the Holder’s election to convert. On the same day on
which the Company has received the Conversion Notice, the Company shall transmit by facsimile or
electronic mail an acknowledgment of confirmation of receipt of the Conversion Notice to the Holder
and the Company’s transfer agent (the “Transfer Agent”) and shall authorize the credit by
the Transfer Agent of such aggregate number of Conversion Shares to which the Holder is entitled
pursuant to such Conversion Notice to Holder’s or its designee’s balance account with The
Depository Trust Company (DTC) Fast Automated Securities Transfer (FAST) Program, through its
Deposit/Withdrawal at Custodian (DWAC) system, time being of the essence.



ii. No fractional shares of Common Stock are to be issued upon conversion, but rather the
Company shall issue to Holder scrip or warrants in registered form (certificated or uncertificated)
which shall entitle Holder to receive a full share upon the surrender of such scrip or warrants
aggregating a full share. The Holder shall not be required to deliver the original Note in order
to effect a conversion hereunder. The Company shall pay any and all taxes which may be payable with
respect to the issuance and delivery of Conversion Shares to Holder.



b. If the Company at any time on or after the date of issuance of this Note subdivides (by any
stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding
shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately
prior to such subdivision will be proportionately reduced and the number of Conversion Shares will
be proportionately increased. If the Company at any time on or after such issuance date combines
(by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of
Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to
such combination will be proportionately increased and the number of Conversion Shares will be
proportionately decreased. Any adjustment under this Section 5(b) shall become effective at the
time the subdivision or combination becomes effective.



c. In addition to any adjustments pursuant to Section 5(b) if at any time the Company grants,
issues or sells any options, warrants, convertible securities, or rights to purchase stock,
options, warrants, securities, or other property pro rata to the record holders of any class of
shares of Common Stock (the “Purchase Rights”), then Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which Holder could
have acquired if Holder had held the number of shares of Common Stock acquirable upon conversion of
the entire Note held by Holder immediately before the date on which a record is taken for the
grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of
which the record holders of shares of Common Stock are to be determined for the grant, issue or
sale of such Purchase Rights.



d. Definitions. For purposes of this Section 5, the following terms shall have the
following meanings:



i. “Conversion Price” means $0.004 per share of Common Stock, subject to downward adjustment
as provided in this Note.



ii. “Conversion Shares” means the shares of Common Stock of Company issuable upon conversion
of all or any portion of this Note. All Conversion Shares will be duly authorized, fully paid,
validly issued, non-assessable, and free of preemptive rights or liens of any kind.



e. h. Adjustment. If, at any time while this Note is outstanding, the closing bid
price of the Common Stock of the Company on any three or more trading days after the date of this
Note is lower than the Conversion Price, the Conversion Price will automatically adjust to such
lower price.



f. Subsequent Equity Sales. If the Company, at any time while this Note is
outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or
otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or
other disposition) any Common Stock or Common Stock Equivalent entitling any Person to acquire
shares of Common Stock, at an effective price per share less than the then Conversion Price (such
lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the
holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by
operation of purchase price adjustments, reset provisions, floating conversion, exercise or
exchange prices or otherwise, or due to warrants, options or rights per share which are issued in
connection with such issuance, be entitled to receive shares of Common Stock at an effective price
per share which is less than the Conversion Price, such issuance shall be deemed to have occurred
for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion
Price shall be reduced (and only reduced) to equal the Base Share Price and the number
of Conversion Shares issuable hereunder shall be increased such that the aggregate Conversion Price
payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to
the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such
Common Stock or Common Stock Equivalent is issued. For purposes of this section, the effective
price per share of any issuance in exchange for goods, services, any consideration other than cash
paid immediately upon receipt of shares, or as partial or additional consideration in connection
with any loan, financing or other transaction, shall be equal to one-half the
objectively-determinable fair market value, if any, of good and valuable consideration actually
received by Company within 30 days of delivery of shares. Upon the occurrence of any Dilutive
Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number
of Conversion Shares based upon the Base Share Price regardless of whether the Holder accurately
refers to the Base Share Price in the Notice of Conversion.



g. Conversion Limitation. Notwithstanding any other provision in this Note, at no time
may Holder deliver a Conversion Notice if the number of Conversion Shares to be received pursuant
to such Conversion Notice, aggregated with all other shares of Common Stock then beneficially (or
deemed beneficially) owned by Holder or its affiliates, would result in Holder and its affiliates
owning, on the date of delivery of the Conversion Notice, more than 9.99% of all Common Stock
outstanding as determined in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. In addition, as of any date, the aggregate number of shares of
Common Stock into which the Note is convertible within 61 days, together with all other shares of
Common Stock then beneficially (or deemed beneficially) owned (as determined pursuant to Rule 13d-3
under the Exchange Act) by Holder and its affiliates (as such term is defined in Rule 12b-2 under
the Exchange Act), shall not exceed 9.99% of the total outstanding shares of Common Stock as of
such date.



h. Disputes. In the case of a dispute as to the determination of the Conversion Price
or the arithmetic calculation of the number of Conversion Shares issued or issuable hereunder, the
Company shall promptly issue to Holder the number of Conversion Shares that are not disputed and
resolve such dispute as follows. The Company shall submit the disputed determinations or arithmetic
calculations via facsimile or electronic mail within two trading days of delivery of the Conversion
Notice giving rise to such dispute, as the case may be, to Holder. If Holder and the Company are
unable to agree upon such determination or calculation of the Conversion Price or the number of
Conversion Shares within three trading days of such disputed determination or arithmetic
calculation being submitted to Holder, then the Company shall, within two trading days, submit via
facsimile or electronic mail (A) the disputed determination of the Conversion Price or arithmetic
calculation to an independent, reputable investment bank or independent registered public
accounting firm selected by Holder, which may not be unreasonably withheld or delayed, or (B) the
disputed arithmetic calculation to the Company’s independent registered public accounting firm. The
Company shall cause at its expense the investment bank or the accountant, as the case may be, to
perform the determinations or calculations and notify the Company and Holder of the results no
later than three trading days from the time it receives the disputed determinations or
calculations. Such investment bank’s or accountant’s determination or calculation, as the case may
be, shall be binding upon all parties absent demonstrable error.



Activity Restrictions. By accepting this Note, and by delivering any Conversion Notice
hereunder, Holder agrees that neither Holder nor any of its affiliates will: (i) vote any shares of
Common Stock of the Company owned or controlled by it, solicit any proxies, or seek to advise or
influence any person with respect to any voting securities of the Company; (ii) engage or
participate in any actions, plans or proposals which relate to or would result in (a) acquiring
additional securities of the Company, alone or together with any other person, which would result
in beneficially owning or controlling more than 9.99% of the total outstanding common stock or
other voting securities of the Company, (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Company or any of its subsidiaries, (c) a sale or
transfer of a material amount of assets of the Company or any of its subsidiaries, (d) any change
in the present board of directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the board, (e) any
material change in the present capitalization or dividend policy of the Company, (f) any other
material change in the Company’s business or corporate structure, including but not limited to, if
the Company is a registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by Section 13 of the Investment
Company Act of 1940, (g) changes in the Company’s charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the Company by any person,
(h) causing a class of securities of the Company to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association, (i) a class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action,
intention, plan or arrangement similar to any of those enumerated above; or (iii) request the
Company to amend or waive any provision of this Section.



Additional Terms.



No Waiver. The acceptance by Investor of payment of a portion of any installment when
due or an entire installment but after it is due shall neither cure nor excuse the default caused
by the failure of Company timely to pay the whole of such installment and shall not constitute a
waiver of Investor’s right to require full payment when due of any future or succeeding
installments.



Default. Any one or more of the following shall constitute a “default” under this
Note: (i) a default in the payment when due of any amount hereunder, (ii) Company’s refusal to
perform any material term, provision or covenant under this Note, (iii) the commencement of any
liquidation, receivership, bankruptcy, assignment for the benefit of creditors or other
debtor-relief proceeding by or against Company, (iv) the transfer by Company of any Collateral
without being replaced by Collateral in accordance with Section 4(b), and (iv) the levying
of any attachment, execution or other process against Company, the Collateral or any material
portion thereof.



Default Rights



Upon the occurrence of any payment default Investor may, at its election, declare the entire
balance of principal and interest under this Note immediately due and payable. A delay by Investor
in exercising any right of acceleration after a default shall not constitute a waiver of the
default or the right of acceleration or any other right or remedy for such default. The failure by
Investor to exercise any right of acceleration as a result of a default shall not constitute a
waiver of the right of acceleration or any other right or remedy with respect to any other default,
whenever occurring.



Further, upon the occurrence of any material default, following 5 business days notice from
Investor to Company specifying the default and demanded manner of cure for any non-monetary
default, Investor shall thereupon and thereafter have any and all of the rights and remedies to
which a secured party is entitled after a default under the applicable Uniform Commercial Code, as
then in effect. In addition to Investor’s other rights and remedies, Company agrees that, upon the
occurrence of default, Investor may in its sole discretion do or cause to be done any one or more
of the following:



Proceed to realize upon the Collateral or any portion thereof as provided by law, and without
liability for any diminution in price which may have occurred, sell the Collateral or any part
thereof, in such manner, whether at any public or private sale, and whether in one lot as an
entirety, or in separate portions, and for such price and other terms and conditions as is
commercially reasonable given the nature of the Collateral.



If notice to Company is required, give written notice to Company at least ten days before the
date of sale of the Collateral or any portion thereof.



Transfer all or any part of the Collateral into Investor’s name or in the name of its nominee
or nominees.



Company acknowledges that all or part of foreclosure of the Collateral may be restricted by
state or federal securities laws, Investor may be unable to effect a public sale of all or part of
the Collateral, that a public sale is or may be impractical and inappropriate and that, in the
event of such restrictions, Investor thus may be compelled to resort to one or more private sales
to a restricted group of purchasers who will be obliged to agree, among other things, to acquire
the Collateral for their own account, for investment and not with a view to its distribution or
resale. Company agrees that if reasonably necessary Investor may resort to one or more sales to a
single purchaser or a restricted or limited group of purchasers. Investor shall not be obligated
to make any sale or other disposition, unless the terms thereof shall be satisfactory to it.



If, in the opinion of Investor based upon written advice of counsel, any consent, approval or
authorization of any federal, state or other governmental agency or authority should be necessary
to effectuate any sale or other disposition of any Collateral, Company shall execute all such
applications and other instruments as may reasonably be required in connection with securing any
such consent, approval or authorization, and will otherwise use its commercially reasonable best
efforts to secure the same.



The rights, privileges, powers and remedies of Investor shall be cumulative, and no single or
partial exercise of any of them shall preclude the further or other exercise of any of them. Any
waiver, permit, consent or approval of any kind by Investor of any default hereunder, or any such
waiver of any provisions or conditions hereof, must be in writing and shall be effective only to
the extent set forth in writing. Any proceeds of any disposition of the Collateral, or any part
thereof, may be applied by Investor to the payment of expenses incurred by Investor in connection
with the foregoing, and the balance of such proceeds shall be applied by Investor toward the
payment of the Secured Obligations.



i. No Oral Waivers or Modifications. No provision of this Note may be waived or
modified orally, but only in a writing signed by Investor and Company.



j. Attorney Fees. The prevailing party in any action by Investor to collect any
amounts due under this Note shall be entitled to recover its attorneys fees, costs and expenses.



k. Governing Law. This Note has been executed and delivered in, and is to be
construed, enforced, and governed according to the internal laws of, the State of Nevada without
regard to its principles of conflict of laws that would require or permit the application of the
laws of any other jurisdiction.



l. Severability. Whenever possible, each provision of this Note shall be interpreted
in such manner as to be effective and valid under applicable law. However, if any provision of
this Note shall be held to be prohibited by or invalid under applicable law, it shall be
ineffective only to the extent of such prohibition or invalidity without invalidating the remainder
of that provision or the other provisions of this Note.



m. Entire Agreement. This Note contains the entire understanding of the parties with
respect to the subject matter hereof and supersedes all prior agreements and understandings, oral
or written, with respect to such matters.



GETFUGU, INC.



By:

Richard Jenkins

Chief Executive Officer




By:

Carl Freer

President




Schedule 1




Collateral




All personal and fixture property of every kind and nature including without limitation all of
the Company’s right, title, and interest in and to (i) all presently existing and later acquired
United States and foreign trademarks, trade names, service marks, copyrights, inventions, patents,
patent applications, continuations in part, mask works, trade dress, trade secrets, and all other
intellectual property rights, whether or not patentable, copyrighted, made or conceived or reduced
to practice, and all modifications and derivative works thereof and all associated goodwill, (ii)
all goods (including inventory, equipment and any accessions thereto), instruments (including
promissory notes), documents, accounts (including receivables), chattel paper (whether tangible or
electronic), deposit accounts, letters of credit, letter-of-credit rights (whether or not the
letter of credit is evidenced by a writing), commercial tort claims, money, securities and all
other investment property, supporting obligations, contract rights or rights to the payment of
money, insurance policies, insurance claims and proceeds, (iii) all general intangibles (including
all payment intangibles), (iv) all other assets and rights of the Company, wherever located,
whether now owned or hereafter acquired or arising, (v) all property on the attached Appendix
1, and (vi) all proceeds and products of any of the foregoing.



1



Appendix 1




(see attached list)





2