firefishs1ex10-2.htm


    
      

      

    

    Exhibit 10.2

     

     

    
      SUBSCRIPTION
AGREEMENT

       

      This
Subscription Agreement (“Agreement”) is entered into
as of June 30, 2008, by and among Firefish, Inc. (“Firefish”); and the
purchasers listed on Schedule A of this Agreement (individually, a “Purchaser” and collectively,
the “Purchasers”).

       

      WHEREAS,
Firefish desires to issue and sell, and Purchaser desires to purchase, the
number of shares of Firefish’s Common Stock, par value $0.001 per share (the
“Common Stock”), set
forth opposite the name of each Purchaser on Schedule A hereto,
each for the amount of $0.13 per share, respectively;

       

      NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the parties hereto, intending to be legally bound hereby, agree
as follows:


    

    


    
      
        
           


        

        
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    ARTICLE
I

    PURCHASE
AND SALE OF SHARES

     

    Section 1.1                         
Purchase
and Sale.  Firefish hereby sells, assigns,
transfers and delivers to Purchaser the number of shares of Common Stock set
forth opposite the name of each Purchaser on Schedule
A, and the Purchaser
hereby purchases from Firefish the number of shares of Common Stock for the
aggregate purchase price set forth opposite the name of each Purchaser under the
heading “Total Purchase Price” on Schedule
A.

     

    Section 1.2                            Deliveries on Behalf of
Firefish. Firefish hereby delivers to each Purchaser; one or more
certificates representing the number of Shares set forth opposite the name of
such entity or individual on Schedule
A.

     

    Section 1.3                             Deliveries by the
Purchasers. Each Purchaser listed on Schedule A hereby
delivers to Firefish a check or wire transfer of immediately available funds of
the aggregate purchase price set forth opposite the name of such Purchaser under
the heading “Total Purchase Price” on Schedule A
hereto.

     

    
      

      
        
           


        

        
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    ARTICLE
II

    REPRESENTATIONS
AND WARRANTIES

     

    Section 2.1                          Each
of the Purchasers, severally but not jointly, represents and warrants, as to
such Purchaser only, to Firefish that such Purchaser:

     

    (a)                       
has such knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of its investment in the Shares
contemplated hereby, and the Purchaser’s financial situation is such that the
Purchaser is able to bear indefinitely the economic risk of such
investment;

     

    (b)                      
has had the opportunity to meet with certain of Firefish’s officers and
representatives to discuss Firefish’s business, assets, liabilities and
financial condition;

     

    (c)                       
is acquiring the Shares for its own account for investment purposes only,
and not with a view to, or for resale in connection with, any distribution
thereof within the meaning of the Securities Act of 1933 as amended, and the
regulations promulgated thereunder (the “Securities Act”);

     

    (d)                      
understands that the Shares have not been registered under the Securities
Act and cannot be sold unless subsequently registered under the Securities Act
or pursuant to an exemption therefrom and further understands that availability
of an exemption may depend on factors over which the Purchaser has no
control;

     

    (e)                       
is an “accredited investor” within the meaning of Rule 501 of
Regulation D under the Securities Act, or if not such an “accredited investor”,
has notified Firefish of this fact in writing;

     

    (f)                         
is not relying upon any information, other than that contained in this
Agreement and the results of the Purchaser’s own independent
investigation;

     

    (g)                      
if not a natural person, is a limited liability company or limited
partnership, as applicable, duly organized, validly existing and in good
standing under the laws of its state of organization;

     

    (h)                      
has the power and authority to execute and deliver this Agreement and to
perform and consummate the transactions contemplated hereby. The Purchaser has
taken all actions necessary to authorize the execution and delivery of this
Agreement, the performance of its obligations hereunder and the consummation of
the transactions contemplated hereby. This Agreement has been duly executed and
delivered by the Purchaser. This Agreement constitutes the legal, valid and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its respective terms, except as the enforceability thereof may
be limited by general principles of equity applicable to bankruptcy, insolvency,
reorganization or similar laws generally; and

     

    Section 2.2                            The
Company hereby makes the following representations and warranties to each
Purchaser:

     

    (a)                       
The Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada. The Company has the corporate
power and authority to carry on its business as now conducted and presently
proposed to be conducted and to carry out the transactions contemplated by this
Agreement.

    


    


    
      
        
           


        

        
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    (b)                      
Immediately prior to the date hereof and after giving effect to the
incorporation of the Company (the “Company Formation”), (i) the authorized
capital stock of the Company consists of 100,000,000 shares of common stock and
no preferred stock, of which 6,666,666 shares are issued and
outstanding

     

    (c)                       
Immediately prior to the date hereof and after giving effect to the
Company Formation, except as set forth in this Agreement, the Company does not
have outstanding any stock or securities convertible or exchangeable for any
shares of its capital stock, nor does it have outstanding any rights or options
to subscribe for or to purchase any capital stock or any stock or securities
convertible into or exchangeable for any capital stock or any agreement related
thereto, except as entered into concurrently as of the date hereof.

     

    (d)                        
The Shares of the Company will be and all of the outstanding shares of
the Company’s capital stock have been duly authorized, validly issued, fully
paid and nonassessable.

     

    (e)                         
The Company has made available to the Purchaser true and complete copies
of its arbitles of incorporation and bylaws as in effect on the date
hereof.

     

    (f)                      
The execution, delivery and performance of this Agreement and all other
agreements and transactions contemplated hereby and thereby have been duly
authorized by the Company. This Agreement constitutes a valid and binding
obligation of the Company, enforceable in accordance with its terms, subject to
the availability of equitable remedies and to the laws of bankruptcy and other
similar laws affecting creditors’ rights generally. The execution and delivery
by the Company of this Agreement and all other agreements and instruments
contemplated hereby to be executed by the Company and the offering, sale and
issuance of the Shares hereunder, does not and will not (i) conflict with
or result in a breach of the terms, conditions or provisions of,
(ii) constitute a default under, (iii) result in the creation of any
lien, security interest, charge or encumbrance upon the Company’s capital stock
or assets pursuant to, (iv) give any third party the right to accelerate
any obligation under, (v) result in a violation of or (vi) require any
authorization, consent, approval, exemption or other action by or notice to any
court or administrative or governmental body (other than in connection with
certain state and federal securities laws) pursuant to, the certificate of
incorporation or the bylaws, or any law, statute, rule, regulation, instrument,
order, judgment or decree to which the Company is subject or any agreement or
instrument to which the Company is a party.

     

    


    
      
        
           


        

        
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    ARTICLE
III

    MISCELLANEOUS

     

    Section 3.1                            Counterparts. This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same Agreement, and shall become effective when one or
more such counterparts have been signed by each of the parties and delivered to
each party.

     

    Section 3.2                             Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Nevada.

     

    [Signature
Pages Follow]

     

    


    
      
        
           


        

        
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              FIREFISH,
      INC.

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:

            	
              /s/
      Harshawardan Shetty

            
	 
      	
              Name:  Harshawardan
      Shetty

            
	 
      	
              Title:
         President and Chief Executive
  Officer

            


    

     

     

    Signature
Page to Subscription Agreement

     

     

    


    
      
        
           


        

        
           

          
            

          

        

        
           


        

      

    

    


    


     

    [Purchaser’s
Signature]