10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2011

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-52401

Umami Sustainable Seafood Inc.

 (Exact name of registrant as specified in its charter)

Nevada	98-06360182
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification Number)

1230 Columbia Street

Suite 440

San Diego, CA 92101

(Address of principal executive offices) (zip code)

619-544-9177

 (Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨   Nox

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨  Nox

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx    No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes¨   No¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K is not contained herein, and will not be contained, to the best of registrant knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated file  ¨  Accelerated filer  ¨ Non-accelerated filer ¨ Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes¨  Nox

Approximate aggregate market value of the registrant’s common stock held by non-affiliates as of December 31, 2010: $42,485,000

The number of shares of common stock outstanding as of September 30, 2011 was 59,512,066.

 

FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-K that are not historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and uncertainties.  We urge you to be cautious of the forward-looking statements, in that such statements, which are contained in this Form 10-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties, and other factors affecting our operations, market growth, services, products, and licenses.  No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.  Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) relating to our industry, operations and results of operations and any businesses that we may acquire, and include, without limitation:

1. our ability to attract and retain management, and to integrate and maintain technical information and management information systems;

2. our ability to generate customer demand for our products;

3. the intensity of competition; and

4. general economic conditions.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

All forward-looking statements made in connection with this Form 10-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to shares of our common stock. The following discussion should be read in conjunction with the audited annual financial statements and the related notes filed herein.

Unless otherwise indicated or the context otherwise requires, all references below in this current report on Form 10-K to “we”, “us”, “our”, and “the Company”, refer to Umami Sustainable Seafood Inc., a Nevada corporation, (“Umami”) and its wholly-owned subsidiaries, Bluefin Acquisition Group Inc. a New York corporation (“Bluefin”), Oceanic Enterprises, Inc. a California corporation (“Oceanic”), Kali Tuna d.o.o. a Croatian company (“Kali Tuna”) and its 99.98% owned subsidiary Baja Aqua-Farms S.A. de C.V. a Mexican corporation (“Baja”)

Item 1. BUSINESS

Company Overview

We raise sashimi grade Northern and Pacific Bluefin tuna for the high end consumer with a focus on environmentally sound practices and the long term sustainability of the species.   Our growth strategy is based on consolidation within the sector to leverage scientific process and research knowledge through economies of scale.  Our objective is to create a self-sustaining farm environment where the tuna spawn and the resultant eggs are hatched and grown to full size.

We catch and grow sashimi grade Bluefin tuna commercially in aquaculture farms located in Croatia and Mexico.  We own and operate Kali Tuna, an established Croatian-based aquaculture operation, raising Northern Bluefin tuna in the Croatian part of the Adriatic Sea. We also own and operate Baja, an established Mexican-based aquaculture operation, raising Pacific Bluefin tuna off the northwest coast of Baja California, Mexico.

We are in the process of creating a self-sustaining farm environment where the tuna spawn and fertilized eggs are hatched and grown to full commercial size.  Although we have achieved some successes in the area of spawning and hatching, we believe that commercialization of this propagation program is still a number of years away.  Although, we do not believe that our success is reliant on the success of the propagation program, it is expected to enhance our long-term prospects.

Corporate Background

We were incorporated as Lions Gate Lighting Corp. (“Lions Gate”) in the state of Nevada on May 2, 2005.  From August 31, 2007 until June 30, 2010, we were a shell company.  On June 30, 2010 we completed the reverse merger described below.

 

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In 2005, Kali Tuna, a limited liability company organized under the laws of the Republic of Croatia, was acquired by Atlantis Group hf (“Atlantis”), an Icelandic based holding company with its key market in Japan that seeks to produce, market and distribute sustainable seafood, with a focus on aquaculture.  Atlantis is a major supplier of fresh and frozen premium sustainable fish and seafood in Australia and Europe and one of the largest importers of Bluefin tuna into Japan.  It is our majority shareholder (and an affiliate of our Chief Executive Officer) and has been a major provider of capital to the Company.  Atlantis, through its affiliates, also serves as our exclusive sales agent.  In addition, for the year ended June 30, 2011, Atlantis Japan, and other Atlantis Group subsidiaries, purchased from us approximately $41.0 million worth of products, representing approximately 72% of our total sales for the year.

In March 2010, Atlantis created Bluefin, a wholly owned subsidiary of Atlantis, for the purpose of holding the shares of Kali Tuna. On May 3, 2010, Lions Gate entered into a share exchange agreement among Lions Gate, Kali Tuna, Bluefin and Atlantis, pursuant to which Lions Gate purchased from Atlantis all of the issued and outstanding shares of Bluefin in consideration for the issuance to Atlantis of 30.0 million shares of Lions Gate common stock (the “Share Exchange”) resulting in a change of control of Lions Gate.  As a result, effective June 30, 2010, Kali Tuna became our indirect wholly owned subsidiary.  As of the date hereof, Atlantis continues to be our majority shareholder.

On August 20, 2010 we changed our name to Umami Sustainable Seafood Inc. The stock symbol on the OTC Bulletin Board was changed to UMAM on the same date.

Acquisition of Baja Aqua Farms and Oceanic

On July 20, 2010, we entered into a Stock Purchase Agreement with Corposa, S.A. de C.V. (“Corposa”), Holshyrna ehf, (“Holshyrna”), Marpesca, S.A. de C.V, (“Marpesca”), Oceanic, Vilhelm Gudmundsson and Robert Gudfinnsson, providing for the sale from Corposa and Holshyrna of 33% of the equity of Baja and its affiliate Oceanic.  Under the terms of the transaction, we paid $8.0 million, which included $4.9 million that had been advanced to Baja previously.  

We also acquired the right to purchase all remaining Baja and Oceanic shares in consideration for the payment of $10.0 million in cash and the issuance of 10.0 million shares of our common stock, valued at $12.1 million.  On November 30, 2010, we consummated the acquisition of Baja and Oceanic by paying cash in the amount of $7.8 million and the issuance of promissory notes in the aggregate principal amount of $2.2 million.  These notes were paid in full on December 10, 2010.  An additional $2.0 million had been paid in connection with the execution of certain amendments to the agreements.  As a result, Baja became our 99.98% owned subsidiary and Oceanic became our wholly owned subsidiary.

Following the completion of these acquisitions, our corporate structure is as follows:

*      Marpesca’s remaining 51% is owned by Baja’s General Manager.

**    The remaining 50% of Kali Tuna Trgovina is owned by Bluefin Tuna Hellas A.E., an unrelated third party.

***  Thynnus d.o.o. is an inactive Croatian company.

 

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Kali Tuna d.o.o

Kali Tuna was organized in 1996 under the laws of the Republic of Croatia by individuals who had gained considerable experience in the area of tuna fishing, farming and trading in Southern Australia for approximately 30 years before moving their operations to Croatia. Kali Tuna owns and operates facilities and equipment in Croatia where it farms Northern (or Atlantic) Bluefin tuna for sale into the sushi and sashimi market.  Most of its products are sold into Japanese trading houses for distribution to the high end sushi and sashimi market in Japan.

Kali Tuna’s activities consist of: (a) tuna farming and processing, (b) sales and exports of tuna products, and (c) storage and processing of fish feed for its tuna farming operations.  Through an affiliated entity, MB Lubin d.o.o. (“MB Lubin”), it also operates a fleet of seven fishing vessels that typically catch Northern Bluefin tuna and small pelagic fish used for tuna feed in the Adriatic and transports the live tuna back to its farming sites off the Croatian coast for further growing.

Prior to October 31, 2010, Kali Tuna operated a joint venture, owned 50% by Kali Tuna and 50% by Bluefin tuna Hellas A.E., an unrelated third party.  Under the terms of the joint venture, Bluefin tuna was acquired, farmed and sold at Kali Tuna’s site.  Initially, the joint venture was operated through a separate entity, Kali Tuna Trgovina d.o.o.  In January 2008, all activities of the joint venture were assumed by Kali Tuna.  In October 2010, the joint venture was terminated, at which time the joint venture’s remaining assets, consisting primarily of Bluefin tuna biomass located at Kali Tuna’s farming sites were purchased by Kali Tuna at the fair market value of $1.6 million.  We do not expect to enter into these types of arrangements in the future.

Kali Tuna also owns Bepina Komerc d.o.o., an inactive Croatian entity, that owns the right to use one of Kali Tuna’s concessions.

Baja Aqua Farms S.A. de C.V

Baja was organized in 1999 under the laws of the Republic of Mexico by individuals who were involved for many years in the tuna feed industry in Southern Australia before commencing operations in Mexico. Baja owns and operates facilities and equipment in Mexico where it farms Pacific Bluefin tuna for sale primarily into the Japanese sushi and sashimi market.

Baja’s activities consist of: (a) tuna farming and processing, (b) sales and exports of tuna products, and (c) processing of fish feed for its tuna farming operations.  Baja leases a fleet of purse seiners and tow boats during the fishing season to catch the Pacific Bluefin tuna and transport them live back to its farming sites located off the Baja California, Mexico coast for further growing. Through Marpesca, an affiliated entity, it operates a fishing vessel that typically fishes for small pelagic fish used for tuna feed.  Baja sells its fish through various Japanese importers primarily into the Japanese sushi and sashimi market.

Prior to our acquisition of Baja, its administrative functions were performed by Oceanic.  These functions included accounting and employment related matters.  Following our acquisition of Baja, most of these functions have been transferred to Baja and to Umami.  We are considering the dissolution of Oceanic.

Industry Overview

Aquaculture Industry

Aquaculture is thefarming of aquatic organisms including fish, mollusks, crustaceans and aquatic plants.  Farming implies some form of intervention in the rearing process to enhance production, such as regular stocking, feeding, and protection from predators.  Farming also implies individual or corporate ownership of the stock being cultivated. Aquaculture production specifically refers to output from aquaculture activities, which are designated for final harvest for consumption.

Aquaculture is the world’s fastest growing segment in the food production system and has been for the past two decades.  According to a recent study by the Food and Agriculture Organization of the United Nations (the “FAO”),1 world fisheries production reached a high of 143.6 million metric tons in 2006.  The contribution of aquaculture to the world fisheries production in 2006 was 51.7 million metric tons of fish, or 36% of world fisheries production, up from 3.6% in 1970.  The FAO’s worldwide fisheries data are typically five or more years old.

A study covering the year in 2008, entitled “Blue Frontiers: Managing the Costs of Aquaculture”, and published in 2011 by the WorldFish Center (WFC) in Penang, Malaysia, using data from FAO FishStat, shows the growth continuing unabated.  In 2008, world fisheries production grew to 158.1 million metric tons, of which aquaculture made up 65.8 million metric tons, representing almost 42% of world fisheries production.  According to WFC, worldwide aquaculture production grew at an average annual rate of 8.4% from 1970 to 2008, which means that the growth in aquaculture has ‘significantly outpaced growth in world population.’2

1 The report may be viewed at http://www.fao.org/docrep/010/ai466e/ai466e10.htm.

2 The complete report is available at http://www.conservation.org/Documents/BlueFrontiers_aquaculture_report.pdf. (hereinafter “Blue Frontiers”)

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Global aquaculture accounted for 6% of the fish available for human consumption in 1970.  In 2008, global aquaculture accounted for 42% of the fish available for human consumption according to the FAO and WFC.3  The FAO report also describes that over half of the global aquaculture in 2008 was freshwater fin-fish.  Based on the FAO’s projections, it is estimated that in order to maintain the current level of per capita consumption, global aquaculture production will need to reach in excess of 80 million metric tons of fish by 2050.  WFC’s projections are even more aggressive.  WFC estimates world aquaculture production to rise to 75 million tons by 2020, and to 95 million tons by 2030.

According to the FAO, per capita supply from aquaculture increased from 0.7 kg in 1970 to 7.8 kg in 2006, an average annual growth rate of 6.9%.4  It is set to overtake capture fisheries as a source of food fish. From a production of less than 1 million metric tons per year in the early 1950s, production in 2008 was reported to be 52.5 million metric tons with a value of $98.4 billion, representing an annual growth rate of nearly 7%.

A good aquaculture site is made up of many factors, with the key ones being location, weather, water temperature, currents and predator risk.  As the availability of sites for aquaculture is becoming increasingly limited due to licensing and environmental factors and the ability to develop non-agricultural land is restricted, the competition to develop additional aquaculture production systems is intensifying. As the intensification for aquaculture production systems increases, the demand for institutional support, services and skilled persons is anticipated to increase, along with the demand for more knowledge-based aquaculture education and training as aquaculture becomes more important worldwide.

According to the WFC, ‘aquaculture is among the fastest growing food production sectors in the world and this trend is set to continue’.  Further, WFC states that ‘this future growth must be met in ways that do not erode natural biodiversity or place unacceptable demands on ecological services.”5

Tuna Industry

Tuna and tuna-like species are of great economic importance and represent a significant source of food. They include approximately forty species occurring in the Atlantic, Indian and Pacific Oceans and in the Mediterranean Sea. According to the FAO, their global production has increased from less than 0.6 million metric tons in 1950 to 6.5 million metric tons in 2009.6 Seven principal market species made up 4.4 million tons of the whole in 2009, with Bluefin tuna totaling 58,944 metric tons, or 1.3% of the global production of tuna.7

The so-called principal market tuna species are the most economically important among the tuna and tuna-like species.  They are landed in numerous locations around the world, traded on a nearly global scale and also processed and consumed in many locations worldwide.  According to the FAO, in 2007, their catch was approximately four million tons, which represents about 65% of the total catch of all tuna and tuna-like species. Most catches of the principal market tuna species are taken from the Pacific (69.0% of the total catch of principal market tuna species in 2007), with the Indian Ocean contributing much more (21.7% in 2007) than the Atlantic and the Mediterranean Sea (9.5% in 2007). 8

Approximate contributions of individual principal market tuna species to the 2008 total catch is given below.

Principal market tunas
	Albacore (ALB)	4.7%
	Atlantic bluefin tuna (BFT)	less than 1%
	Bigeye tuna (BET)	9.6 %
	Pacific bluefin tuna (PBF)	less than 1%
	Southern bluefin tuna (SBF)	less than 1%
	Skipjack tuna (SKJ)	57.5%
	Yellowfin tuna (YFT)	27.1%

Source: http://www.fao.org/fishery/statistics/tuna-catches/en

    

3 This report is available at http://www.fao.org/docrep/013/i1820e/i1820e01.pdf.  See page 3 of that report.

4 This report may be found at   http://www.fao.org/fishery/topic/13540/en.

5 Blue Frontiers at page 2.

6 Source: http://www.fao.org/figis/servlet/SQServlet?file=/usr/local/tomcat/FI/5.5.23/figis/webapps/figis/temp/hqp_3281.xml&outtype=html.

7 Source: http://www.fao.org/figis/servlet/SQServlet?file=/usr/local/tomcat/FI/5.5.23/figis/webapps/figis/temp/hqp_3251.xml&outtype=html.

8 Ibid.

 

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Bluefin Tuna Trade

The Bluefin trade includes three species of tuna: the Pacific Bluefin, the Southern Bluefin and the Northern (Atlantic) Bluefin.  The Northern (Atlantic) Bluefin Tuna (Thunnus thynnus) is native to both the western and eastern Atlantic Ocean, the Mediterranean and the Black Sea.  It can live up to 30 years and can reach weights of over 450 kilograms. The Pacific Bluefin Tuna (Thunnus orientalis) is native to both the western and eastern Pacific Ocean. It can live up to 25 years and weigh up to 500 kilograms.

We concentrate on the Atlantic Bluefin tuna trade for our Croatian operation, and on the Pacific Bluefin tuna trade for our Mexican operation.

The following graph shows global production (catching and farming combined) for each species of Bluefin tuna in metric tons per year.

	2005		2006		2007		2008		2009
Southern Bluefin Tuna		17,439		16,225		13,159		15,515		13,979
Pacific Bluefin Tuna		30,943		23,174		20,942		25,308		21,761
Northern Bluefin Tuna		39,869		35,730		38,474		26,525		23,204
TOTALS		88,251		75,129		72,575		67,348		58,944

The graph and the table are based on data extracted from the following source:

http://www.fao.org/figis/servlet/SQServlet?file=/usr/local/tomcat/FI/5.5.23/figis/webapps/figis/temp/hqp_3048.xml&outtype=html.

Atlantic Bluefin Tuna

As concerns over depleting the natural stock of the Atlantic Bluefin tuna have increased in recent years, international organizations have increased regulation relating to and imposed strict quotas on Bluefin Tuna catches. The main international body that regulates fishing activities and trade in the Atlantic Bluefin is the International Commission for the Conservation of Atlantic Tunas or ICCAT.  It describes itself as an inter-governmental fishery organization responsible for the conservation of tunas and tuna-like species in the Atlantic Ocean and its adjacent seas.  Its primary tool in its conservation efforts is its ability to impose quotas.  The organization was established in 1966, is headquartered in Madrid, Spain, and covers 30 species of tuna, including the Northern (Atlantic) Bluefin Tuna.

In the last five years great advancements have been made in the conservation of the Atlantic Bluefin tuna.  In November 2006, members of the ICCAT reached an agreement to reduce the Bluefin tuna quota in the Mediterranean Sea from 32,000 metric tons in 2006 to 25,500 metric tons in 2007.  In November 2007, the ICCAT set the annual quota for 2008 at 22,000 metric tons, reducing it to 18,500 tons in 2009.  Various groups, including environmental groups, have claimed that this quota was set at an unsustainable level.

In 2008, the ICCAT adopted measures, which included a 15-year recovery plan for Bluefin tuna and included, among other things, a call for a 6-month off-season for specific types of boats, a ban on the use of aircraft in spotting tuna, prohibiting the capture of tuna under 30 kg except in certain specific circumstances and areas, and requiring extensive reporting of tuna catches. Furthermore, it only allows tuna to be offloaded at designated ports and obliges countries to place observers on fishing boats to monitor their adherence to regulations.

In 2009, strict additional control measures were agreed upon to accelerate the rebuilding of the stock to levels that will allow maximum catches at sustainable levels. These included:

· Reductions in fishing capacity.

· A limit on the number of joint fishing operations that could be carried out.

 

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· An observer program with 100% coverage of purse seine and farming activities.

· Reporting of catches close to real-time, allowing for a closer monitoring of the quota.

Pacific Bluefin Tuna

Management of Pacific Bluefin tuna comes under various international organizations, such as the Western & Central Pacific Fisheries Commission (WCPFC) in the central and western Pacific and the Inter-American Tropical Tuna Commission (IATTC) in the eastern Pacific, which is based in La Jolla, California, and which was formed in 1949, making it the oldest regional fishery management organization (RFMO).  According to the latest IATTC Fishery Status Report No. 8, Tunas and Billfishes in the Eastern Pacific Ocean in 2009, Bluefin tuna only made up 0.6% of total tuna catch (3,605 metric tons out of a total catch of 616,849 metric tons).9   As a result, no quota or regulations are imposed on the Pacific Bluefin tuna, although various governments have had preliminary discussions regarding measures to preserve Pacific Bluefin stock.

According to the IATTC, most of the catches of bluefin in the Eastern Pacific Ocean are taken by purse seiners. Nearly all of the purse-seine catches have been made west of Baja California and California, within about 100 nautical miles of the coast, between about 23°N and 35°N. Ninety percent of the catch is estimated to have been between about 60 and 100 cm in length, representing mostly fish 1 to 3 years of age. Aquaculture facilities for bluefin were established in Mexico in 1999, and some Mexican purse seiners began to direct their effort toward bluefin during that year. During recent years, most of the catches have been transported to holding pens, where the fish are held for fattening and later sale to sashimi markets. Lesser amounts of bluefin are caught by recreational, gillnet, and longline gear. Bluefin have been caught during every month of the year, but most of the fish are caught during May through October.10

At its seventh regular session, the WCPFC adopted a conservation measure for Pacific Bluefin tuna in their area, calling for a reduction in catch of juveniles (0-3 years of age) to below 2002-2004 levels.  Since we don’t catch any of our Bluefin tuna from the central and western Pacific, we don’t see any impact on our operations from this conservation measure.  The WCPFC is based in Kolonia, Pohnpei, Federated States of Micronesia, and is among the newest RFMOs, having come into effect in 2004.

Fish Supply

Japan has traditionally been one of the largest consumers of tuna, especially Bluefin tuna, which is used as a premium ingredient for sushi and sashimi.   We believe that as a result of Atlantis’ and its affiliates’ solid ties in the Japanese fish market, which are built on strong personal relationships, Umami’s products are regarded by the Japanese as highly reputable and high-end fish products, as evidenced by our sales to repeat customers and their willingness to pay premium prices.

Kali Tuna

Kali Tuna procures live Bluefin tuna primarily through MB Lubin, an entity, which, pursuant to a series of agreements, is controlled by Kali Tuna.   MB Lubin owns and operates a fleet of seven vessels that catch fish primarily off the coast of Croatia.   Kali Tuna has also purchased live tuna from other local and foreign-based farms and suppliers including fishing companies operating off the coast of Malta and Libya and other Mediterranean locations.  The tuna is deposited into special towing cages that are towed back to its farming sites off the Croatian coast for transfer into permanent holding cages.  Fishing takes place during the months of May and June only as permitted by international regulations.  Transport of the catch to Kali Tuna’s farms is a slow process that can take many weeks to complete with speeds of the transport rarely exceeding one mile per hour to maximize the survival rates of the live fish.

MB Lubin sells its live fish to Kali Tuna under an exclusive arrangement in a supply contract dated July 1, 2009.  Under the terms of the agreement, MB Lubin has undertaken to sell all its Bluefin tuna catches to Kali Tuna.  Under the agreement, which has a term of 20 years, all deliveries of tuna will be made at the market price prevailing at the time of delivery.

In addition, Kali Tuna has entered into an agreement with MB Lubin that provides for the sale and delivery by MB Lubin of small fish that are used for feeding the tuna.  Kali Tuna may also purchase feed from other suppliers.

Since Kali Tuna operates on a long-term farming cycle, the Company believes that none of its suppliers of live tuna or fish feed are critical to its business.  However, if for any reason Kali Tuna would be unable to procure fish from a particular supplier, this would likely lead to a temporary interruption in the supply of fish, at least until Kali Tuna found another entity that could provide it these services.

Following is a short summary of the most significant terms of the agreements pursuant to which Kali Tuna controls MB Lubin:

· Business Cooperation Agreement.  This agreement dated July 1, 2009, generally establishes the relationship between the parties and obligates them to enter into separate agreements that set forth the details of the relationship and the obligations of each of the parties resulting in the agreements discussed immediately below.

9 The complete report may be found at http://www.iattc.org/PDFFiles2/FisheryStatusReports/FisheryStatusReport8ENG.pdf

10 Ibid. at page 94.

 

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· Maritime/Fishery Services Contract.  Under the terms of this agreement that was entered into July 1, 2009, MB Lubin is required on an exclusive basis to provide tuna farming and harvesting services to Kali Tuna, including controlling nets and equipment, cleaning of farms, transport of workers to and from the farms and harvesting, processing and transporting fish.  The agreement has a term of 20 years.  Fees payable by Kali Tuna are established under separate agreements from time to time.

· Live Tuna Supply Contract.  Under the terms of this agreement that was entered into July 1, 2009, MB Lubin is required to sell to Kali Tuna all of the Bluefin tuna that it catches.  Prices to be paid are fixed by separate agreements to be entered into during each catching season.  The agreement has a term of 20 years.

· Small Pelagic Fish Supply Contract.  Under the terms of this agreement that was entered July 1, 2009,  MB Lubin is required to supply Kali Tuna with all small fish that it catches for the purpose of fish feed to be used for feeding its Bluefin tuna.  Prices to be paid are fixed by separate agreements to be entered into during each catching season.  The agreement has a term of 20 years.

Baja

Baja procures live Bluefin tuna primarily through its own fishing efforts. Baja leases fishing vessels (purse seiners) from reputable companies in Mexico. Baja catches fish primarily off the coast of Baja California, Mexico. The tuna is deposited into special towing cages that are towed back to its two farming sites off the Baja California coast for transfer into permanent holding cages.  Fishing generally takes place during the months of May through August.  Transport of the catch to its farms is a slow process that can take many weeks to complete with speeds of the transport rarely exceeding one mile per hour. This ensures that the Bluefin tuna will arrive in the best possible condition.  Mexican law requires majority ownership by Mexican nationals of any local fish catching operation.  Accordingly, Baja leases one of its vessels to an affiliate, Marpesca, which is 49% owned by Baja and 51% by Baja’s General Manager and, accordingly, is controlled by common management.

Although the Company does not believe that any of Baja’s suppliers of leased purse seiners are critical to its business, if for any reason Baja would be unable to procure vessels for lease from a particular supplier, this would likely lead to a temporary interruption in the supply of fish at least until Baja found another entity that could provide it these services or purchased its own purse seiners.

Sales and Customers

Sales

On June 30, 2010, Umami entered into a sales agency agreement with Atlantis pursuant to which Atlantis was granted the exclusive right to sell, on Kali Tuna’s behalf, all of its Bluefin tuna products into the Japanese market.  Following the acquisition of Baja, Umami agreed to extend the sales agency agreement to most of Baja’s sales.  Umami paid Atlantis an agency commission of 2% on all sales made under this agreement, resulting in payments of $1.0 million for the year ended June 30, 2011.  In June 2011, the agreement was terminated.

In October 2011, we entered into a sales agency agreement with Atlantis Co., Ltd. (“Atlantis Japan”), giving Atlantis Japan exclusive rights to sell our Bluefin tuna in Japan.  We will pay Atlantis Japan 2% for all sales up to 4.0 billion Japanese Yen (approximately $52.0 million) and 1.0% for all sales above that amount.  Commissions under the agreement are payable quarterly.  The agreement was effective retroactively to July 1, 2011 and expires March 31, 2012.  Atlantis Japan is a wholly owned subsidiary of Atlantis.

It is contemplated that pricing of products sold through Atlantis Japan will be based on negotiation between Atlantis Japan and the customers based on criteria set by us.  All sales are subject to our review and approval.

Customers

For the year ended June 30, 2011, Atlantis Japan, Atlantis’s wholly owned subsidiary, purchased from us approximately $40.6 million worth of products, representing approximately 71% of our total sales for the year.  An additional 27% was sold to large Japanese importers.

The following table shows our principal customers and the amount purchased by each as a percentage of our total sales for the years ended June 30, 2011 and 2010.

	Year Ended June 30
	2011			2010
Atlantis Japan and other Atlantis Group Subsidiaries		71.9	%		—
Mitsubishi Corporation		10.8	%		—
Global Seafoods Co., LTD		9.3	%		—
Sirius Ocean Inc.		6.9	%		16.5	%
Daito Gyorui Co., Ltd		—			82.6	%

 

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Frozen and Fresh Fish

Harvesting tuna from Kali Tuna occurs typically during the months of November to March when low water temperatures optimize the quality of tuna meat.  Over 98% of our production at Kali Tuna is sold as frozen fish which typically will be picked up by the customer in its own specially equipped freezer vessels for transport to Japan.  When selling fresh fish to a customer, Kali Tuna ships the processed fish by overnight delivery to the requested location.  Kali Tuna does not intend to make significant sales of fresh fish during the current year.

Harvesting tuna from Baja occurs typically during the months from September through March when low water temperatures optimize the quality of tuna meat.  When selling fresh fish, Baja will ship the processed fish by overnight delivery to the requested location.

Baja sells approximately 85% of its fish as frozen product.  The remaining 15% is sold fresh where the fish is harvested, cooled, packed in ice and then sent via air-freight to Japan.  Baja has sold frozen fish through both land-based (rented) containers and specially equipped freezer vessels.  In the future we expect most frozen product will be sold utilizing freezer vessels as the freezer vessels are currently more efficient from a processing standpoint.

Raw Materials

Our raw materials consist primarily of bait, including sardines, anchovies, mackerel, and other small fish used as fish feed. We strive to catch as much as possible of the bait ourselves.  Kali Tuna purchases most of the bait from third party vendors.  Baja catches most of the bait itself with the balance being purchased from third parties.  Raw materials may be subject to price fluctuations, as further explained in the Risk Factor beginning, “We may be adversely affected by fluctuations in raw material prices.”

Research and Development

Our subsidiary, Kali Tuna, conducts research and development in two specific areas: closed lifecycle bluefin tuna farming, known as the Propagation Program, and optimizing feed efficiencies by way of studying nutrition and feeding habits of fish.

Propagation Program

Through Kali Tuna, we have been conducting research and testing in the area of naturally spawning Bluefin tuna in captivity with the objective of closing the life cycle on a commercial scale utilizing existing and newly purchased low-cost infrastructure (i.e. farming Bluefin tuna that is born and raised in captivity).  The Propagation Program is intended to produce self-sustaining quantities of Bluefin tuna juveniles ready for farm grow-out pending environmental factors and hatchery technologies.

The initial stage of the program involved the capture of young Bluefin tuna and keeping them in Kali Tuna’s cages until they reach sexual maturity (typically aged over three and a half years old), at which point they become known as “brood stock.”  The spawned eggs from Kali Tuna’s specially nominated brood stock were collected and hatched over consecutive years.  Eventually, we expect the Bluefin tuna hatched through this process to grow into sexually mature fish that will spawn to be come first generation fully closed life-cycle blue fin tuna.  The program will accelerate as soon as we finalize customization of a hatching facility.

To that end, during the first half of 2011, Kali Tuna purchased a vessel for customization into the world’s first floating Bluefin tuna hatchery.  Kali Tuna also contracted local dry dock and engineering service companies to paint and refurbish the vessel to ready it for hatchery customization. The floating hatchery facilitates the transport of the newly hatched fish to locales where the water temperatures are high enough for young fish transferred into sea cages located in that environment to survive.  The hatchery is designed with a capacity to produce approximately 15,000 juveniles per hatching batch for ocean transfer. Multiple hatching runs may be possible should the brood stock spawn over a sufficient period to continue juvenile production.

Total funds spent to date on the procured vessel and refurbishment costs are approximately $0.4 million.  Total project infrastructure cost, including hatchery equipment procurement and engineering customization, is estimated between $2.3 million to $2.7 million with an annual operational cost of approximately $0.3 million, excluding depreciation and financing costs.  Hatchery customization work agreements are on hold until such time as we allocate funding expected to be available from sales proceeds.

We believe that the Propagation Program represents an important long-term research and development project that it is not expected to yield a commercially viable business opportunity during the first five years of the hatchery’s operation.

Major challenges to a successful completion of this research program include:

· the lack of high quality fertilized eggs during the spawning season;

· naturally high rate of mortality among juvenile fish exposed to varying water temperatures;

· fatal collisions that occur when juvenile tuna fins are underdeveloped which prevents them from maneuvering and causes them to crash into tank walls and ocean nets; and

· possible disease exposure among juveniles, although no diseases have been identified in any of our tuna farming locations.

In addition to closing the life cycle, increased spawning and hatching of our own propagated brood stock may reduce the need for catching fish in the wild.  It may eventually result in a release of self-propagated live stock into the wild.

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Fish Feeding Habits

Kali Tuna researches the feeding habits of the Bluefin tuna for the purpose of determining the optimal way of feeding the fish at its sites.  Improving the Food Conversion Ratio or FCR, which represents the number of kilograms of feed needed to produce one kilogram of fish, facilitates achieving maximum feeding efficiencies and cost savings.

During the fiscal year ended June 30, 2011 we spent approximately $0.6 million on research and development projects.  During the fiscal year ended June 30, 2010, our R&D expenditures were negligible.

Our Principal Competitive Strengths

We believe that we have the following competitive strengths:

We have the most seasoned operations in our geographic areas.  Kali Tuna was the first commercial tuna farm in the Mediterranean and Adriatic areas.  The farm was built by people who had previously been leaders in the tuna farming business in Port Lincoln, Australia.  All farm operations were set up according to the high standards used in Australia.  Most of the key crew members have been with Kali Tuna from inception.  Baja was also founded by people who had previously been providers of feed and buyers in the tuna farming business in Australia. Many of the key crew members have been with Baja since its early years.

We have strong personal relationships within our target market.  Following the acquisition of Kali Tuna by Atlantis Group in 2005, and our acquisition of Baja in 2010, both Kali Tuna and Baja were able to enhance their already considerable reputation in the Japanese fish market as a result of strong personal relationships between Atlantis executives and Japanese market leaders.  Japanese business is generally built on personal trust, extensive knowledge regarding product quality assurance and a high level of expertise.  Oli Steindorsson, our Chairman, CEO and President and a director of Atlantis, is fluent in Japanese and has spent extended periods of time residing in that country.  This has allowed us to capitalize on his experience, together with the team at Atlantis’ Japanese subsidiary, and further solidify our position as a trusted source of high quality fish products. 

We have a unique farming cycle.  Following the catch of fish, they are transferred into cages where they are fed and nurtured for up to three and one-half years.  As a result, our output is less impacted by quota reductions and each wild caught fish (between 10-120 kilograms) can be leveraged by a factor of up to 10 times given livestock gains over the period.  Most of our competitors have shorter farming cycles (up to six months) or they practice “catch and kill”.

Full traceability. We also have full traceability on each of the tuna caught and the tuna feed, which means that every batch of tuna and feed brought in may be tracked from the area where it was caught, when it was caught, to the boat catching it and to any other intermediaries until its delivery to the farm sites.

We operate in unique farming environments.   There are no predators, such as sea otters, sea lions or sharks, in Adriatic waters that might attack the fish in captivity.  In the Pacific, where there are natural predators, we build the cages to keep the predators out.  The waters where the farming sites are located are pristine with few cases of red or blue tide caused by the damaging build-up of algae.  There is no industrial production nearby either area and there is exceptionally clean water in both places. With the islands surrounding the farm sites, they are sheltered naturally against most storms.  In addition, the salt and oxygen levels and the water temperature offer a good combination of conditions for sustainable growth of our tuna.

We have an experienced and knowledgeable workforce and a very low employee turnover at each of the operations.   Some of our employees have been working for us for more than 10 years.  Kali Tuna employees have regularly been requested to assist in external operations worldwide as far as Australia and Mexico.  All of the management in Croatia is fluent in English while a number of our key marketing people have multilingual skills that include Japanese. Most of the management in Mexico is fluent in English.

We have reached major breakthroughs in our research and development efforts to close the full circle farming process. If our success in spawning and hatching in captivity at Kali Tuna can be commercially implemented, we will become less dependent on wild catches of tuna for both subsidiaries.

We possess valuable government farming input quotas, permits and concessions at both locations. Kali Tuna has farming concession permits for up to 4,800 metric tons of holding capacity with an allowable input of 1,818 metric tons per annum granted by the government of Croatia.  Baja has concessions in Mexico from the government of Mexico which are not based upon a total mass of tuna at any point in time, but instead on limits of the input of new fish.  The concessions owned by Baja allow input of an additional 2,320 metric tons of new fish per annum.  

Our Growth Strategies

International concerns have been mainly focused on over-catching and poaching of various tuna species, primarily concentrating on the Bluefin tuna’s stock situation in the Mediterranean Sea.

In response, ICCAT has been taking measures to regulate the catching of the Atlantic-Mediterranean territory covering the migration of Northern Bluefin tuna and looking at its “colleague organization”, the Commission for the Conservation of Southern Bluefin tuna or CCSBT, and its measures taken to promote the conservation of Southern Bluefin tuna in the southern hemisphere  In addition, preliminary discussions are under way between governments concerning further measures to preserve the stock of  the Pacific Bluefin.

 

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We endorse the efforts of these organizations and believe that it is critical to create world-wide industry leadership that will regulate the fishing for all species.  Otherwise, short-term profit considerations could result in a failure to act and conserve and lead to extinction of, among others, the Bluefin tuna, and thus the demise of our industry.  We believe that we have an important role to play in the adoption of rules aimed at ensuring the long-term survival of the Bluefin tuna, creating a sustainability model that can be applied to other fish species as well.  We further believe that we can be active in this area while generating profits for our shareholders, as reducing the supply of bluefin tuna will increase its price.

We believe that the following will be some of the critical elements in fulfilling our strategy to become the world leader in the Bluefin tuna trade:

· Build up enough livestock to create carry-over inventories.  Our objective has been to lengthen the farming cycle.  This is expected to result in the greatest weight growth and an increase in the price paid per kilogram of fish by our buyers (the bigger the fish, the better the price per kilogram).  In addition, it will mitigate the effects of short-term fluctuations in catching due to weather or other abnormal situations that may occur. Kali Tuna’s live stock inventories biomass increased from 1,315 metric tons at June 30, 2009 to 1,880 metric tons at June 30, 2011.  Baja’s live stock inventories totaled 1,530 metric tons at June 30, 2011.

· Strategic investments.  We will seek to acquire stakes in tuna farming and fisherieswith farming and/or fishing licenses in selected areas in countries with successful Bluefin tuna farming history that will synergize with our existing operations.  We have identified a number of additional targets.  However, progress in this area is dependent on available financing.

· Cooperate closely with regulators.  Based on scientific advice, we intend to assist regulators in formulating regulatory proposals aimed at the conservation of the Bluefin tuna.  We might also lobby for distribution of individual transferable quotas, or ITQs, and monitoring systems based on the experiences of leading countries in the seafood industry that have historically had to rely on sustainable usage of their fishery by strictly regulating and controlling the volume of catching.

· Consolidating and upgrading of the fleet.   We intend to reduce the existing catching capacity to fewer and more efficient vessels as the quota system develops.  One of the important factors in sustainable fisheries management is to avoid overcapacity of fleet, which is caused by underdevelopment in regulatory environments.  We believe that a key part of sustainable resource management is to ensure that the harvesting of resources is done in the most efficient and economic way while at the same time, maximizing the value and quality of each fish.  However, progress in this area is dependent on available financing.

· Increase our research and development.  We intend to increase our efforts on closing the Northern Bluefin tuna cycle in cooperation with leading research institutes in this field as well as enhancing feeding techniques to continue our efforts to minimize the food conversion ratio (FCR) of tuna. We also intend to establish and fund a research center in Kali, Croatia to focus on these issues.  However, progress in this area is dependent on available financing.

· Upgrade and invest in feed procurement.  We intend to achieve greatercost efficiency in feed procurement by focusing on our catching and logistic activities.  We expect this to result in greater profitability, especially in light of our efforts to lengthen the farming cycle.

We expect that these factors will enhance sustainability and traceability of the final products that we are offering to the market.  These actions will also help prevent a collapse in the natural fish stocks and ensure food security for one of the most popular sashimi grade products of the world.

Sustainable Farming

The concept of sustainable development has been popularized by the 1987 World Commission on Environment and Development.  It defined “sustainable development” as meeting the needs of the present generation, without compromising the needs of future generations.  The idea of sustainability has caught up with aquaculture partly because of pressure from environmental groups.  In 1998, the Holmenkollen Guidelines for Sustainable Aquaculture were formulated.  These guidelines recommended, among other things, that new technologies and management procedures should be utilized so that the quality and quantity of aquaculture products is improved and the risk of adverse effects on the environment and on the livelihood of other people, including future generations, is reduced.  The guidelines also recommended:

(1) strict compliance with internationally agreed food safety, environmental safety and ethical criteria if genetically modified organisms or hormones are utilized in the production, as well as;

(2) giving priority to the development of integrated fish farming and of sources for animal feed other than fish protein and fish lipid.

 

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We fully endorse the idea of sustainable farming.  Our scientists have achieved some encouraging results in the area of breeding tuna in captivity.  Nevertheless, we believe that commercialization of this propagation program is still a number of years away.  We are committed to continuing this research project with the ultimate goal of commercializing the full circle farming process.  We have consistently worked closely with the local fisheries ministry in Croatia to formulate rules governing the industry and we are committed to working closely with the local fisheries for both operations.

Competition

In general, the aquaculture industry is intensely competitive and highly fragmented.  We compete with various companies, many of which are producing products similar to ours.  Some of our competitors may be – in certain parts of their business - more established and may have significantly greater financial, technical, marketing and other resources than we presently possess.  Some of our competitors may have a larger customer base.  These competitors may be able to respond more quickly to new or changing opportunities and customer requirements, and may be able to undertake more extensive promotional activities, offer more attractive terms to customers, and adopt more aggressive pricing policies.

Our competitors in the Adriatic and Mediterranean that produce Bluefin Tuna are Fuentes e Hijos (Spain), Aquadem (Turkey), Azzopardi (Malta), Sagun (Turkey) and Balfego (Spain).  According to a report11 issued by ICCAT, Kali Tuna has the largest output in the area based on output licenses granted to individual companies.  Kali Tuna at the present holds approximately 53% of all production licenses issued in Croatia, or 4,240 tons out of 7,880 totally issued.  We are aware of competitors in the Mexican region that produce Bluefin Tuna, including Maricultura del Norte (Mexico).  Baja Aqua Farms occupies 60 cages out of less than a total of 100 cages in the area of its operation.

Through our senior management and our largest shareholder, Atlantis Group, we maintain strong relationships with Japanese purchasers, which greatly enhances our ability to market and sell our products into the world’s largest market and maintain and expand our competitive position.  We produce a premium, sashimi grade product “toro” tuna, which is a high fat content belly tuna commanding the highest prices at auctions in Tokyo.  We will continue building on our reputation and personal relationships to ensure strong demand for our products in Japan.

With respect to potential new competitors, although there are no formal barriers to entry for engaging in similar aquaculture processing production and activities in Croatia and Mexico, we believe that it is difficult and costly to start an operation comparable in size to ours.  The principal barriers to entry are the shortage of available sites for farms in the local Croatian waters and the reluctance of Mexican officials to grant new permits and concessions for farming in Mexico so as to discourage additional Bluefin fishing.  As a result, concessions for such sites are difficult to obtain.  In addition, our labor force is highly specialized and individuals with the requisite expertise who could manage this type of business are in short supply.  Finally, to build a consistent farming cycle of two or three years, as we have already achieved, is highly capital intensive, time consuming and can only be done with high expertise, experience and research.

Regulation

Environmental Laws

We are subject to international quotas and to various national, provincial and local environmental protection laws and regulations, including certifications and inspections relating to the quality control of our production.  During each of the years ended June 30, 2010 and June 30, 2011, we spent approximately $0.2 million on environmental law compliance, consisting primarily of various ICCAT inspection fees.

Croatian Environmental Law

Kali Tuna is subject to laws and rules that regulate the location, design and operation of its farming sites.  Under Croatia’s Environment Protection Act of 2007, Kali Tuna is required to apply for location permits which are issued by the respective authority for each farming location and in accordance with local ordinances.  Applications must be accompanied by an environmental impact assessment that will identify, describe and evaluate in an appropriate manner the impact of the relevant project on the environment, by establishing the possible direct and indirect effects of the project on the soil, water, sea, air, forest, climate, human beings, flora and fauna, landscape, material assets, cultural heritage, taking into account their mutual interrelations.  Concession contracts (discussed below) relating to each site are entered into based on the relevant location permits.

Kali Tuna is also subject to ongoing environmental monitoring requirements, including testing the quality of the water and performing emission measurements for all its installations.

11The report may be viewed at

(http://iccat.org/en/ffbres.aspcajaFlag=checkbox&cajaFFBName=checkbox&cajaOwna=checkbox&cajaOwad=checkbox&cajaReg=checkbox&cajaOpna=checkbox&cajaOpad=checkbox&selectOrder=1&selectOrder2=6&selectInterval=-1&Submit=Search).  

     

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Kali Tuna has obtained location permits for each farming location and each permit was approved by the Ministry of Environmental Protection and it believes that it is in material compliance with applicable environmental laws and regulations.

Mexican Environmental Law and Compliance

The Mexican General Act for Ecologic Balance and the Protection of the Environment of 1988 (the “General Act”) was influenced by U.S. environmental laws such as the Clean Water Act, Clean Air Act and National Environmental Policy Act.  The General Act created for the first time specific criminal and administrative sanctions for failure to comply with regulations regarding hazardous materials. It further provides for a federal environmental agency to issue technological standards under which federal, state and local governments could impose sanctions for non-compliance.

Under the General Act, Baja is required to obtain a license for all its activities.  It further provides that applications for a license must show that all activities for which a license is sought must be in compliance with national, state and municipal zoning programs as well as with applicable marine ecological land zoning programs.  These programs are formulated by a central authority, or SEMARNAT, in accordance with the General Act.  The application process requires the submission of an environmental impact statement.  Upon review and approval of the application, the SEMARNAT will issue an authorization of environmental impact.

Baja is also subject to the National Waters Act and the General Act for Sustainable Fishing and Aquaculture, which among other things governs the grant of concessions for commercial fisheries.  Baja is also required to monitor its activities on all its farming sites for ongoing compliance and it is subject to periodic inspections.

Baja has obtained permits for each farming location and it believes that it is in material compliance with applicable environmental laws and regulations.

International Quotas

Internationally, ICCAT regulates Atlantic Bluefin tuna quotas that are allocated to and enforced by individual countries, including Croatia.

Farming Concessions

Our farming sites are operated under concessions granted by the national authorities.  These concessions are subject to renewal from time to time.  Currently, Kali Tuna operates five sites with an input capacity of 1,818 metric tons of new fish per annum with a total farm holding capacity of 4,800 metric tons.  These concessions expire between 2018 and December 2026 at which point they will be open for public bid.  The concessions in Mexico are not based upon a total mass of tuna at any point in time, but instead on limits of the input of new fish.  The concessions owned by Baja allow input of an additional 2,320 metric tons per annum.  These concessions expire between April 2012 and December 2026.  All four of these concessions are renewable through the department of fisheries in Mexico.

Following is a detailed breakdown of the Kali Tuna farming sites and the terms of its concessions:

Site	Capacity/Permit to Farm (in metric tons)*		Surface (in m2)		Expiration Date
Mrdjina		1,240		160,000	February 28, 2026
Fulija-Kudica		500		120,000	December 23, 2018
Zverinac		1,500		140,000	December 14, 2026
Kluda		1,000		157,000	October 31, 2016
Ispred Morotove Glave		560		40,000	April 30, 2012
Total		4,800		617,500

*       Based on maximum holding capacity at any given time.

All concession permits are awarded to Kali Tuna for the period until the indicated expiration dates, and are not subject to adjustment for any reason.  Kali Tuna is required to conduct monitoring on a quarterly basis at all sites, which monitoring is conducted by an independent company.  We are also obliged to have monthly sea water analyses performed pursuant to rules promulgated by the Institute for Public Health in Zadar.

 

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Following is a detailed breakdown of the Baja farming sites and the terms of its concessions:

Site	Capacity/Permit to Farm (in metric tons)*		Surface (in m2)		Expiration Date
Isla Coronado		720		1,470,000	November 23, 2020
Bahia Salsipuedes		400		500,000	May 2, 2012
Isla de Cedros		800		1,090,000	October 10, 2014
Bahia Salsipuedes		400		1,000,000	October 10, 2015
Total		2,320		4,060,000

*           Based on maximum input per annum.

In addition, Croatian and Mexican governmental agencies require commercial fishing vessels to be licensed.  Individual operators of the vessels are also subject to permit requirements.

We believe that Kali Tuna and Baja are currently in compliance with all material aspects of these quota and licensing requirements.

Staff

As of June 30, 2011, Umami employed 11 individuals, including executive and finance personnel.  Kali Tuna had 97 employees (including 27 part-time employees) and MB Lubin had 47 employees (including one part-time employee).   Baja had 360 full-time staff most of whom were employed by an independent labor contractor, including 19 administrative staff members, 200 farm workers, 121 fishermen and 20 employees active in other operations.  Seasonal changes occur as a result of additional hires required during the fishing season.  None of our staff is represented by a labor union, and both Kali Tuna and Baja consider their staff relations to be excellent.

Reports to Securityholders

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. You may read and copy these materials at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding us and other companies that file materials with the SEC electronically.

Item 1A. RISK FACTORS

An investor should carefully consider the risks described below, as well as other information contained in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission. Additional risk not presently known to us or that we currently deem immaterial may also adversely affect our business.  If any of these events or circumstances occurs, our business, financial condition, results of operations or prospects could be materially harmed.  In that case, the value of our securities could decline and an investor could lose part or all of his or her investment.

RISKS RELATED TO OUR BUSINESS

We will need additional financing in order to execute our business plan.

Sales of tuna typically occur during the winter when the sea temperature is lowest to maximize the quality and value of the product (October to March).  There are generally no sales generated during the rest of the year.  Accordingly, we need to finance our operations with available capital during the non-selling months.  We believe we will have sufficient capital to maintain and grow our remaining biomass through the 2012-2013 harvest season which will take us through the next twelve months.

However, we will need to obtain additional capital in order to expand our operations, purchase additional biomass and to catch significant quantities of Bluefin tuna.  We plan to pursue sources of additional capital by issuing securities through various financing transactions or arrangements, including joint ventures of projects, debt financing, equity financing or other means. We may also consider advance sales and/or outright sales of tuna to customers.  There can be no assurance that any additional financing will be available when needed on commercially reasonable terms or at all.  The inability to obtain additional capital may reduce our ability to continue to conduct business operations as currently contemplated.  Any additional equity financing may involve substantial dilution to our then existing stockholders.  

 

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Ongoing liquidity issues may hamper our ability to operate our business.

Our business is highly seasonal.  Our harvesting season extends primarily from October to March when the waters are coldest resulting in the firmest and highest quality meat.  During this period we generate substantially all of our annual revenues.  For the remainder of the year we have been reliant primarily on short-term bridge loans as a source of cash to fund our operations.  In the past, we have been able to secure short-term loans to cover temporary cash needs.  If for any reason we are unsuccessful in securing these types of financing arrangements and we are unable to find alternative sources of liquidity, we may be required to curtail our operations. 

Regulation of our industry may have an adverse impact on our business.

For years, the international community has been aware of and concerned with the worldwide problem of depletion of natural fish stocks.  In the past, these concerns have resulted in the imposition of quotas that subject individual countries to strict limitations on the amount of fish they are allowed to catch.  Environmental groups have been lobbying to have additional limitations on fishing imposed and have even made suggestions that would limit the activities of fish farms.  If international organizations or national governments were to impose additional limitations on fishing and fish farm operations, this could have a negative impact on our results of operations.

Concerns about the state of the Bluefin tuna population may lead some customers to look for alternatives.

In the Mediterranean Sea and the Pacific Ocean, large quantities of Bluefin tuna are caught for on-growing in fish cages. Statistics for culturing are even less accurate than official catch statistics.  Experts estimated the total Atlantic Bluefin aquaculture production during 2006 between 20,000 and 30,000 metric tons and the Mexican Pacific Bluefin aquaculture production during 2006 between 3,000 and 5,000 metric tons.

Responding to fears of a collapse of Bluefin tuna stock in the Mediterranean and the Pacific Ocean, a number of tuna buyers have occasionally threatened boycotts unless drastic measures are taken to protect the tuna stock.  In addition, some restaurants in Europe and the United States have stopped buying Mediterranean and Pacific Bluefin tuna and replaced the Bluefin with other tuna species, such as yellowfin, albacore and bigeye.  If these boycotts become more widespread, they may have a negative impact on our results of operations.

The growth of our business depends on our ability to secure fishing licenses directly or through third parties and concessions for our farm locations.

Fish farming is a highly regulated industry.  Our operations require licenses, permits and in some cases renewals of licenses and permits from various governmental authorities.  For example, commercial fishing operations are subject to government license requirements that permit them to make their catch.  In addition, our offshore farms that harbor the cages containing our tuna livestock are constructed pursuant to concessions granted by the local governments that have jurisdiction over the waters where our farms are located.  Our ability to obtain, sustain or renew such licenses and permits on acceptable terms is subject to changes in regulations and policies and to the discretion of the applicable governments, among other factors. Our inability to obtain, or a loss or denial of extensions, to any of these licenses or permits could hamper our ability to produce revenues from our operations.

We are dependent on an affiliate and third parties for our fishing and towing operations.

A large portion of our Kali Tuna fishing and towing operations is conducted by MB Lubin, an affiliated entity that is majority owned by Dino Vidov, Kali Tuna’s General Manager.  MB Lubin owns a fleet of seven fishing vessels that catch fish, typically in the Adriatic, store them in cages and tow those cages back to our farming locations where they are transferred into permanent holding pens.  Kali Tuna does not have its own fishing vessels and, moreover, does not possess the requisite licenses to catch its own fish. If for any reason, MB Lubin became unable or unwilling to continue to provide its services to Kali Tuna, this would likely lead to a temporary interruption in  the supply of fish at least until Kali Tuna found another entity that could provide these services for it.  Failure to find a replacement for MB Lubin, even on a temporary basis, may have an adverse effect on our results of operations.

Similarly, our Baja fishing operations are currently conducted through third party leases of boats that have fishing licenses for Bluefin tuna and are capable of catching the fish live.  If for any reason we are unable to obtain such leases along with the rights to acquire the Bluefin tuna in a given year we would likely have a temporary interruption in the supply of fish coming into the farm.  Failure to find a replacement for MB Lubin in the case of Kali Tuna, or lease or acquire boats with the requisite ability and licenses in the case of Baja, even on a temporary basis, may have an adverse effect on our results of operations.

Almost all our products are sold to only a few customers.

Kali Tuna and Baja have derived, and over the near term expect to continue to derive, all of their sales from a small number of customers.  Almost all of their products are sold to only a few trading houses for further sale into the Japanese market.  The loss of any of these customers or non-payment of outstanding amounts due to Kali Tuna or Baja by any of them could materially and adversely affect our business in terms of results of operations, financial position and liquidity.

 

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It may be difficult to effect service of process and enforcement of legal judgments upon our company and our officers and directors because some of them reside outside the United States.

A number of our key directors and officers, including Oli Valur Steindorsson, our Chairman, President and Chief Executive Officer, James White and Mike Gault, two of our directors, reside outside the United States, service of process on our key directors and officers may be difficult to effect within the United States. Also, substantially all of our assets are located outside the United States and any judgment obtained in the United States against us may not be enforceable outside the United States.

We may be adversely affected by fluctuations in raw material prices and selling prices of our products.

The products and raw materials we use may experience price volatility caused by events such as market fluctuations, weather conditions or changes in governmental programs. Raw materials consist primarily of bait, including sardines, anchovies, mackerel and other small fish.  The market price of these raw materials may also experience significant upward adjustment, if, for instance, there is a material under-supply or over-demand in the market.  These price changes may ultimately result in increases in the selling prices of our products, and may, in turn, adversely affect our sales volume, revenue and operating profit.

We may not be able to effectively manage our growth, which may harm our profitability.

Our strategy envisions expanding our business. If we fail to effectively manage our growth, our financial results could be adversely affected. Growth may place a strain on our management systems and resources. We must continue to refine and expand our business development capabilities, our systems and processes and our access to financing sources. As we grow, we must continue to hire, train, supervise and manage new employees. We cannot assure you that we will be able to:

● meet our capital needs;

● expand our systems effectively or efficiently, or in a timely manner;

● allocate our human resources optimally;

● identify and hire qualified employees or retain valued employees; or

● incorporate effectively the components of any business that we may acquire in our effort to achieve growth.

If we are unable to manage our growth, our operations and our financial results could be adversely affected by inefficiency, which could diminish our profitability.

Loss of Oli Steindorsson, our Chairman, could impair our ability to operate.

If we lose Oli Steindorsson, our Chairman, our business could suffer.  He has extensive contacts in Japan where most of our revenues are generated and is fluent in Japanese.  We have entered into an employment agreement with Mr. Steindorsson.  The loss of Mr. Steindorsson could have some effect on our operations.  If we were to lose our Chairman, we may experience temporary difficulties in competing effectively, developing our technology and implementing our business strategies. We do not have key man life insurance in place for any of our key personnel.

Our business may suffer if we do not attract and retain talented personnel.

Our success will depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of our management and other personnel in conducting the business of the Company. We have a small management team, and the loss of a key individual or inability to attract suitably qualified staff could materially adversely impact our business.

Our success depends on the ability of our management and employees to interpret market and aqua-biological data correctly and to interpret and respond to economic, market and other conditions in order to locate and adopt appropriate investment opportunities, monitor such investments, and ultimately, if required, to successfully divest such investments. Further, no assurance can be given that our key personnel will continue their association or employment with us or that replacement personnel with comparable skills can be found. We have sought to and will continue to ensure that management and any key employees are appropriately compensated; however, their services cannot be guaranteed. If we are unable to attract and retain key personnel, our business may be adversely affected.

Our management team has limited experience in public company matters in the United States, which could impair our ability to comply with legal and regulatory requirements.

Our management team has only limited public company management experience or responsibilities in the United States, which could impair our ability to comply with legal and regulatory requirements such as the Sarbanes-Oxley Act of 2002 and applicable federal securities laws including filing required reports and other information required on a timely basis. There can be no assurance that our management will be able to implement and effect programs and policies in an effective and timely manner that adequately respond to increased legal, regulatory compliance and reporting requirements imposed by such laws and regulations. Our failure to comply with such laws and regulations could lead to the imposition of fines and penalties and further result in the deterioration of our business.

 

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Ineffective disclosure controls and procedures and internal control over financial reporting may result in material misstatements of our financial statements.

In this annual report on Form 10-K for the year ended June 30, 2011, we have disclosed that our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures and internal control over financial reporting were not effective.  This conclusion was based on their assessment that there were control deficiencies that constituted material weaknesses, such as:

● Limited number of personnel with US GAAP and complex technical accounting expertise which in turn prevented the financial statement close process from operating effectively;

● insufficient policies and procedures for accounting and financial reporting with respect to the requirements and application of both generally accepted accounting principles in the United States and guidelines of the Securities and Exchange Commission; and

● inadequate security and restricted access to computers, including insufficient disaster recovery plans.

These control deficiencies, if un-remedied, may result in the future, in a reasonable possibility that a material misstatement of the annual or interim financial statements could not have been, or may not be, prevented or detected on a timely basis.    

Penalties we may incur could impair our business.

Failure to comply with government regulations could subject us to civil and criminal penalties, could require us to forfeit property rights, and may affect the value of our assets. We may also be required to take corrective actions, such as installing additional equipment or taking other actions, each of which could require us to make substantial capital expenditures. We could also be required to indemnify our employees in connection with any expenses or liabilities that they may incur individually in connection with regulatory action against them. As a result, our future business prospects could deteriorate due to regulatory constraints, and our profitability could be impaired by our obligation to provide such indemnification to our employees.

Our insurance coverage may be inadequate to cover liabilities we may incur or to fully replace a significant loss of assets.

Our involvement in the fish farming industry may result in liability for pollution, property damage, personal injury or other hazards. Also, we are subject to loss or mortality of our tuna inventories.  Although we believe we have obtained insurance in accordance with industry standards to address such risks, such insurance has limitations on liability and/or deductible amounts that may not be sufficient to cover the full extent of such liabilities or losses. In addition, such risks may not, in all circumstances, be insurable or, in certain circumstances, we may choose not to obtain insurance to protect against specific risks due to the high premiums associated with such insurance or for other reasons. The payment of such uninsured liabilities or incurring uncovered losses of our tuna inventories would reduce the funds available to us. If we suffer a significant event or occurrence that is not fully insured, or if the insurer of such event is not solvent, we could be required to divert funds from capital investment or other uses towards covering our liability or loss for such events.

Some consumers may refrain from purchasing tuna because it has been found to contain mercury.

Research has shown that tuna contains relatively high levels of mercury, a toxic substance.  Studies have suggested that mercury may cause health problems, including an increased risk of cardiovascular disease and neurological symptoms.

The high mercury concentration in tuna relative to other fish species is due to its large size and resulting high position in the food chain and the subsequent accumulation of heavy metals from its diet.  As awareness of the real or perceived risks associated with the consumption of a fish that contains this substance spreads, increasing numbers of people may refrain from consuming tuna.  If this were to occur, it would have an adverse impact on our business.

Baja Aqua Farms is located in an area that is subject to severe storms and local predators that may damage our inventory thereby inhibiting our ability to obtain financings.

A large portion of our cash needs are met by short-term loans that are secured by live fish inventory.  Our subsidiary, Baja Aqua Farms, located in Baja, Mexico, maintains its farming operations off the Pacific coast.  This area is frequently visited by severe storms.  These storms can cause (as they have in the past) serious damage to the cages.  As a result, the Bluefin population may escape from the cages.  The fish may also be targeted by local predators such as seals, sea lions and sharks.  We maintain only limited insurance covering these losses.  If these events occur with greater frequency, we may incur significant losses resulting in a negative impact on our results of operations.  In addition, loss of value of our live inventory may prevent us from obtaining secured short-term loans which would hamper our ability to operate our business.

Potential conflicts of interest with our majority shareholder may result in actions that are adverse to our interests and those of our shareholders.

Atlantis Group hf, an Icelandic corporation, is a major supplier of fresh and frozen premium sustainable fish and seafood in Australia and Europe.  It is the beneficial owner of more than 50% of our issued and outstanding shares.  In addition, Oli Valur Steindorsson, our Chairman, President and Chief Executive Officer, and Mike Gault, one of our directors, are shareholders and executive officers of Atlantis.  As a result, Atlantis exercises absolute control over the affairs of the Company.  Although we have created internal mechanisms for the resolution of potential conflicts of interest, there can be no assurance that in the future, Atlantis and the afore-mentioned individuals will necessarily act in our best interest.

 

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Fluctuations in Foreign Exchange Rates Could Have an Adverse Effect on the Company’s Results of Operations.

The Company’s operations are conducted in foreign currencies.  For example, most of the sales are paid for in Japanese Yen while most of the expenses are paid for in Croatian Kunas, Euros and Mexican Pesos.  The value of these currencies fluctuates relative to the U.S. Dollar.  As a result, the Company is exposed to exchange rate fluctuations, which could have an adverse effect on its results of operations in a given period.

RISKS RELATED TO OUR COMMON STOCK

There has been a limited trading market for our common stock and no market for our warrants.

It is anticipated that there will be a limited trading market for our common stock on the Over-the-Counter Bulletin Board.  The lack of an active market may impair investor’s ability to sell his or her shares at the time he or she wishes to sell them or at a price that he or she considers reasonable. The lack of an active market may also reduce the fair market value of invesor’s shares. An inactive market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or technologies by using common stock as consideration.

You may have difficulty trading and obtaining quotations for our common stock.

The common stock may not be actively traded, and the bid and ask prices for our common stock on the Over-the-Counter Bulletin Board may fluctuate widely. As a result, investors may find it difficult to dispose of, or to obtain accurate quotations of the price of, our securities. This severely limits the liquidity of the common stock, and would likely reduce the market price of our common stock and hamper our ability to raise additional capital.

Because we missed the filing deadlines for this year’s annual report and one of our recent quarterly reports, if we miss one more deadline, our stock will be subject to being stricken from the OTC Bulletin Board, resulting in greater difficulties to trade our stock.

Our common stock is included for quotation on the OTC Bulletin Board. Under the rules of FINRA, the self-regulatory organization that governs the OTC Bulletin Board, if an issuer fails to file a complete required annual or quarterly reports by the due dates for such reports three times in the prior two-year period, its securities will be removed from the OTC Bulletin Board. FINRA has advised us that we have failed to file our most recent annual report as well as one of our recent quarterly reports in a timely manner during the two year measurement period. Therefore, if we miss one more deadline, our common stock will be subject to removal from the OTC Bulletin Board. Such removal may limit the liquidity of our common stock, could replace the market price of our common stock and/or hamper our ability to raise additional capital.

The market price of our common stock may be, and is likely to continue to be, highly volatile and subject to wide fluctuations.

The market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:

● dilution caused by our issuance of additional shares of common stock and other forms of equity securities, which we expect to make in connection with future acquisitions or capital financings to fund our operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships with other companies;

● announcements of new acquisitions or other business initiatives by our competitors;

● our ability to take advantage of new acquisitions or other business initiatives;

● quarterly variations in our revenues and operating expenses;

● changes in the valuation of similarly situated companies, both in our industry and in other industries;

● changes in analysts’ estimates affecting our company, our competitors and/or our industry;

● changes in the accounting methods used in or otherwise affecting our industry;

● additions and departures of key personnel;

● announcements by relevant governments pertaining to additional quota restrictions; and

● fluctuations in interest rates and the availability of capital in the capital markets.

Many of these and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our common stock and/or our results of operations and financial condition.

Our operating results may fluctuate significantly, and these fluctuations may cause our stock price to decline.

Our operating results will likely vary in the future primarily as the result of fluctuations in our revenues and operating expenses, expenses that we incur, prices of feed used in our business, the price that customers are willing and able to pay for our products and other factors. If our results of operations do not meet the expectations of current or potential investors, the price of our common stock may decline.

 

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We may not pay dividends in the near future.

We may not declare dividends for the near future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors would not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in our Common Stock.

Directors and officers of the Company have a high concentration of common stock ownership.

Based on the 59,512,066 shares of common stock that are outstanding (excluding shares underlying Warrants) as of September 30, 2011, our executive officers and directors beneficially own approximately 61% of our outstanding common stock.  Such a high level of ownership by such persons may have a significant effect in delaying, deferring or preventing any potential change in control of the Company.  Additionally, as a result of their high level of ownership, our officers and directors might be able to strongly influence the actions of our board of directors and the outcome of actions brought to our shareholders for approval. Such a high level of ownership may adversely affect the voting and other rights of our shareholders.

Applicable SEC rules governing the trading of “penny stocks” limit the trading and liquidity of our common stock, which may affect the trading price of our common stock.

Our common stock may be considered a “penny stock” and be subject to SEC rules and regulations which impose limitations upon the manner in which such shares may be publicly traded and regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may increase the difficulty investors may experience in attempting to liquidate such securities.

ITEM 2.  PROPERTIES.

Kali Tuna owns approximately 75,000 square feet of land in Lamjana Bay, Community of Kali, Croatia, consisting of approximately 53,000 square feet of working area, housing the main office building, cold storage building processing plant and two warehouses.  Kali Tuna also has the right of use of a ship wharf located adjacent to the property under a ten-year concession agreement that expires in 2013.  Kali Tuna believes that suitable additional space to accommodate its anticipated growth will be available in the future on commercially reasonable terms.

Baja leases buildings of approximately 65,000 square feet of working area in Ensenada, Baja California, Mexico, housing the main office building, building processing plant and two warehouses under a number of separate lease agreements that expire between September 2012 and October 2014.  Baja believes that suitable additional space to accommodate its anticipated growth will be available in the future on commercially reasonable terms.

ITEM 3.  LEGAL PROCEEDINGS.

From time to time, we may be named in claims arising in the ordinary course of business. Currently, except as described below, no legal proceedings or claims are pending against us or our subsidiaries that could reasonably be expected to have a material adverse effect on our business and financial condition.

Financial Police of the Ministry of Finance of the Republic of Croatia

In June 2008, Croatian Financial Police concluded an inspection of certain of Kali Tuna’s transactions and alleged the following underpayments of taxes and related interest:

● Underpayment of value added taxes for calendar year 2006 and related interest, totaling approximately $1.5 million, relating to the sales of Kali Tuna’s inventory to its 50%-owned subsidiary, Kali Tuna Trgovina, at its (purchase) production cost.

● Unpaid taxes on profit for the year ended June 30, 2007 and related interest, totaling approximately $0.1 million, relating to sales of Kali Tuna’s inventory to Atlantis Resources ehf (an Icelandic subsidiary of Atlantis Group, which was Kali Tuna’s ultimate parent at the time).

 

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Any underpayments that are ultimately upheld at the conclusion of a permitted appeal process will be subject to liability for additional interest and penalties.  In addition, Kali Tuna could be held liable for similar transactions completed during subsequent years.  As the applicable amounts of additional taxes and interest for those periods are dependent upon the assessment done by the Financial Police,  such amounts cannot be estimated at the current time.  Kali Tuna successfully filed an appeal to contest these allegations and the matter was dismissed by the Appellate Body of Ministry of Finance. However, dismissal did not terminate the process.  The Financial Police were required to repeat the inspection procedure, taking into account all the facts and proofs being proposed and disclosed by Kali Tuna during the process. 

The subsequent inspection ended with the same allegations and Kali Tuna again appealed in April 2010.  The appeal was once again successful and the claim was dismissed, but the Financial Police must repeat the inspection for the third time. Kali Tuna will continue to contest the allegations.

Our management expects, based upon the facts and circumstances of the relevant transactions, that Kali Tuna will ultimately prevail and that it will not incur any material liability.  Accordingly, the consolidated financial statements include herein do not reflect any adjustments related to this contingency.

Croatian Customs Authorities

In February 2011, Croatian Customs Authorities (CA) declared Kali Tuna, together with another Croatian tuna farming entity (the “seller”), jointly liable for a tax debt totaling about $0.9 million related to the purchase of live tuna and some bait  that the seller sold to Kali Tuna. The tax debt consists of customs duties, value added tax and default interest which the CA allowed the seller not to pay based on the expected export of the live tuna.  Since the seller instead sold the tuna locally to us, the duties, taxes and interest became payable immediately.  Due to its insolvency and bankruptcy, the seller was only able to pay $0.1 million of the debt.  Although Kali Tuna filed a complaint contesting the CA decree, it paid the $0.8 million in April 2011 in order to avoid possible enforcement.  We expect, based upon the facts and circumstances, that Kali Tuna’s appeal should ultimately prevail and the CA decree will be annulled and that any funds paid will be reimbursed.

Mexican Tax Case

In 2007 Baja was audited for the tax year 2002 by the Taxing Authority.  Based on the audit, the Taxing Authority alleged that Baja owed additional taxes of approximately $1.5 million for items not deemed deductible and items regarded as income rather than as shareholder investments, plus interest and penalties of approximately $0.1 million.  Baja appealed the ruling and the decision was reversed by the First Northwestern Regional Court of the Federal Court of the Fiscal and Administrative Justice on procedural grounds.

Subsequently, the Taxing Authority appealed the reversal.  Baja has filed for a so-called joinder review for the purpose of upholding the reversal, which proceeding is currently pending at the Collegiate Circuit Court, located in Mexicali, Baja California.  Our management is confident that it will prevail in this matter.

Item 4.  [REMOVED AND RESERVED]

 

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PART II

Item 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock has been included for quotation on the OTC Bulletin Board under the stock symbol “UMAM” since August 20, 2010.  Prior thereto, it was included for quotation on the OTC Bulletin Board traded under the symbol “LNLT”.

The following table shows the reported high and low closing bid quotations per share for our common stock based on information provided by the OTC Bulletin Board for the periods indicated.  No quotes were available for prior periods.  Over-the-counter market quotations reflect inter-dealer prices, without markup, markdown or commissions.  Particularly since our common stock is traded infrequently they may not necessarily represent actual transactions or a liquid trading market.

Year Ended June 30, 2010	HIGH		LOW
Third Quarter	$	0.08	$	0.06
Fourth Quarter	$	1.30	$	0.08

Year Ended June 30, 2011	HIGH		LOW
First Quarter	$	4.25	$	1.53
Second Quarter	$	4.25	$	1.78
Third Quarter	$	3.29	$	1.60
Fourth Quarter	$	3.25	$	2.70

On September 30, 2011, the closing price for our common stock on the OTC Bulletin Board was $2.10 per share.

Number of Stockholders

As of September 30, 2011, there were approximately 113 holders of record of our common stock.

Dividends

We have not declared any dividends during either of the two most recent fiscal years.

Sales of Unregistered Securities

In April 2011, in conjunction with a public and investor relations service provider agreement, we granted the provider 150,000 five-year warrants to purchase our common stock for $1.50 per share.

On June 2, 2011, we issued 100,000 shares of our common stock in settlement of a dispute over an investor relations agreement to which we were a party.

On October 9, 2011, we issued warrants to purchase 650,000 shares of our common stock to certain placement agents and their respective affiliates as compensation for services rendered and in settlement of a dispute related thereto. The warrants are exercisable for a period of five years and are at exercise prices ranging from $1.00 to $1.65 per share with the average being $1.43 per share. The exerciser price of the warrants may be reduced in certain circumstances. (See Note 10. – Stock Options and Warrants  – Stock Warrants – Stock Warrants issued to placement agents as compensation and settlement of dispute on page F-23)

These securities were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, under Section 4(2) thereunder, as they were issued in reliance on the recipient’s representation that they were accredited (as such term is defined in Regulation D), without general solicitation and represented by certificates that were imprinted with a restrictive legend. In addition, all recipients were provided with sufficient access to Company information.

Item 6. SELECTED FINANCIAL DATA

Not applicable.

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Item 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of our financial condition as of June 30, 2011 and our results of operations and cash flows for the twelve months ended June 30, 2011 and 2010.

Prior to June 30, 2010, we were a shell company known as Lions Gate. On June 30, 2010, Lions Gate and Atlantis completed a transaction in which Lions Gate purchased from Atlantis all of the issued and outstanding shares of its wholly-owned subsidiary, Bluefin, in consideration for the issuance to Atlantis of 30.0 million shares of Lions Gate common stock, resulting in a change of control of Lions Gate. As a result of this transaction, Kali Tuna, a wholly-owned subsidiary of Bluefin and indirect subsidiary of Atlantis, became our indirect wholly-owned subsidiary. This transaction was accounted for as a recapitalization effected by a reverse merger, with Bluefin and Kali Tuna considered the acquirer for accounting and financial reporting purposes. In August 2010, we changed our name to Umami Sustainable Seafood Inc. (“Umami”).

On July 20, 2010 we acquired 33% of Baja and Oceanic and on November 30, 2010 we acquired virtually all of the remaining shares of Baja and all of the remaining shares of Oceanic.  We now own 99.98% of Baja and 100% of Oceanic.

Executive Overview

Our objective is to become the leader in aquaculture for bluefin tuna by growth of our biomass, live catching of bluefin tuna for subsequent farming and by acquisition of existing bluefin tuna operations. Our focus is on environmentally sound practices and the long term sustainability of the species, and we intend to seek opportunities resulting from market consolidation and scientific progress in the industry.  We also intend to continue our research into closed cycle farming technology for Bluefin tuna.  This research has produced encouraging results, although we expect commercial success still to be a number of years away.

We own and operate Kali Tuna, which is an established Croatian-based aquaculture operation raising Northern Bluefin tuna in the Croatian part of the Adriatic Sea.  Our results of operations reflect the operating results of Kali Tuna for full years for the twelve months ended June 30, 2011 and 2010.  From June 2011 through September 2011 we completed a series of acquisitions of Croatian concessions that increased the capacity of our farms in Croatia from 3,240 metric tons to 4,800 metric tons. While we have added farming capacity, due to capital resource constraints, we have not yet expanded our biomass to utilize such additional capacity.  Nevertheless, we intend to increase our production and biomass utilizing this additional capacity as capital resources are secured.

We also own and operate Baja Aqua Farms, which is an established Mexico-based aquaculture operation raising Pacific Bluefin tuna in the Pacific Ocean in Baja California, Mexico. We acquired 33% of this operation on July 20, 2010 and acquired virtually all of the remaining interest in this operation on November 30, 2010 (we now own 99.98% interest in this operation).  Our results of operations reflect our 33% equity interest in this operation for the period July 20, 2010 through November 30, 2010 and the results from December 1, 2010 and forward reflect and will reflect full consolidation of the operating results of this operation.

Our sales are highly seasonal.  The quality of our fish is at its best when the waters cool down from the summer months.  In Croatia, our ideal harvest months are typically from November through February, and in Mexico from September through March although we will try to complete our harvests prior to the middle of December to minimize unnecessary risk to our biomass as a result of winter storms in the Pacific Ocean that generally occur from late December through February.  As a result, the first quarter (the three months ending September 30) and fourth quarter (the three months ending June 30) of our fiscal year will generally have little or no sales.  For the year ended June 30, 2011, 25% of our sales were in the second quarter, 74% of our sales were in the third quarter and 1% of our sales were in the fourth quarter.  For the year ended June 30, 2010, 19% of our sales were in the second quarter, 80% of our sales were in the third quarter and 1% of our sales were in the fourth quarter. For the quarter ending September 30, 2011 we will have significant sales as our management decided to meet current liquidity needs by harvesting some of our fish early.  Our fiscal year, which starts on July 1 and ends on June 30, is a natural fit for our farming operation in that each fiscal year represents a full annual harvest cycle.

Our operations are subject to conditions of nature primarily related to water quality, storms and/or natural predators.  Storms at our Baja operation can damage cages to the point where biomass may escape or be killed.  Storms also may allow predators such as seals to enter the cages and attack the fish.  Storms are generally less severe at our Kali location and the farms are more protected by natural features such as islands.  Also, our Kali Tuna operation has no natural predators that attack our fish.  Both operations carry insurance for loss subject to deductibles.  In December 2010 and January 2011 we incurred losses at our Baja operations caused by storms and related damage including loss of fish due to predators.

As a result of the highly seasonal, nature of our business, our cash flow and requirements for capital are also highly seasonal.  Sales proceeds are generally collected within two weeks of harvest and once the annual harvest for each operation has been completed we need to rely on cash proceeds collected from the harvest along with bank borrowings and other capital resources to fund the period between harvests.  Our operating plan retains biomass at the end of each harvest for further on-growing for a period of up to three years for any given fish and, accordingly, we need to continue to feed the fish and maintain the farming operation year-round.  Additionally, Kali Tuna catches bluefin for farming in May and June and Baja catches bluefin for farming generally from June through August.  Such fishing activities require funds during periods where we are receiving no revenue from harvesting.  Finally, we have year-round general and administrative costs and interest expense that must be funded.  Ensuring sufficient liquidity during the months that we generate no cash receipts from sales is one of the challenges in our business.

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During the year ended June 30, 2011, we experienced liquidity shortfalls that necessitated financing a portion of our operations in Mexico with short-term, high-cost bridge loans from private lenders.  The interest cost, transactional costs and, for certain financings, costs related to the issuance of warrants have significantly increased our cost of capital for the year ended June 30, 2011.  We expect this high cost of interest to continue until the middle of the quarter ending December 31, 2011 at which point we expect to have repaid our high-cost bridge loans with proceeds from the harvest.  We believe our Croatian operation is properly financed, and we are actively working on mid to long-term financing for our Mexican operation to avoid these high-cost debt instruments.

Key biomass measures

Our biomass increases as a result of growth of the fish at the farming operation, annual live catches during the fishing season at each operation and the purchase of biomass from other farms or from fishermen.  Our biomass decreases from harvest (sale) of existing biomass, by mortality caused by predators entering or “crashing” the cages (Baja only), natural mortality and escape from damaged nets.  Damaged nets and predators entering the cages generally occur as a result of storms.

One of our key biomass measures for a period is the net biomass added (growth, plus catches, plus purchased for farming, less mortalities) during the period.  Growth at the farm is primarily a factor of the biomass that we are able to keep year over year along with normal mortality and mortality caused by storms.  The more fish retained in a given year, the higher the funds necessary to retain and grow the fish during the growing season as over half the cost of our biomass grown is directly related to the cost of the food necessary to keep the biomass healthy and growing.  The more fish that can be held from one year to the next, the higher our production will be.  Since we are not currently operating our farms at capacity, our production is currently limited by financial constraints.

Catching live biomass at Kali Tuna is controlled by a quota system, while at Baja our catch is based on the number and quality of boats we are able to lease and availability and habits of fish during the fishing period.  Purchases of fish for farming are impacted by the availability of live fish at any given time, the price for which the seller is willing to sell the fish and the availability of capital.

The following table summarizes our biomass and changes in biomass for the two years ended June 30, 2011.  Baja biomass was acquired upon acquisition of the majority ownership on November 30, 2010.  Changes in Baja biomass is for the seven months from the date of the Baja acquisition (November 30, 2010) through June 30, 2011 (metric tons).

	Year ended June 30,
	2010			2011
Beginning		1,315			1,720
Acquired in Baja acquisition		-			3,080
Growth, net		765			1,413
Caught (1)		159			133
Purchased for farming		405			150
Storm losses		-			(227	)
Sales of farmed fish		(924	)		(2,851	)
Ending		1,720			3,418
Net biomass added from operations during year		1,329			1,696

(1) Amounts represent Kali Tuna only for the years shown.  Baja’s fishing season generally is completed in the quarter ending September 30.  Baja caught 1,069 metric tons of Bluefin tuna in the fishing season which ended September 2011 (this represents the total catch for the 2011 fishing season in Mexico).

We are currently limited in our ability to increase our livestock and expand our operations due to lack of available capital resources.  We will need to sell sufficient quantities of our biomass during this harvest season to pay existing bridge loans taken out to finance our past fishing and farming operations as well as to retain the capital necessary to fish and farm through to the next harvest in the fall of 2012.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made.  Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. 

The following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements. 

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Reporting Currency and Functional Currency

Our growth strategy is to become the world leader in the Bluefin tuna industry.  As such we are positioning the Company to be able to seek out opportunities worldwide and operate with a United States home base, with our strategy based on maximizing our returns as measured in US dollars.  Accordingly, we will be continuing to raise capital in US dollars and evolve our financial operations to maximize our returns in US dollars.  Our reporting currency is the US dollar.

We expect to seek opportunities and invest our available capital in investments that we believe will provide the greatest return in US dollars.

Kali Tuna’s functional currency is the Croatian Kuna and Baja’s functional currency is the US dollar.  Virtually all of our sales are sold to Japan and while such sales are settled in Japanese Yen they are immediately converted into US dollars.

As described above, our reporting currency is the US dollar. However, through November 30, 2010, our functional currency was the Croatian Kuna, as virtually all operations were in Croatia. Capital raising efforts are conducted primarily in US dollars and we have and will continue to issue warrants to purchase common shares at prices denominated in US dollars. Primarily as a result of the acquisition of Baja, since December 1, 2010 our functional currency has become the US dollar.

Inventories

We track our tuna inventory by cage at each site.  All tuna entering the farm is physically counted and has its weight estimated utilizing slow motion computer monitored underwater camera technology.  We also count the fish, using the same technology, whenever a transfer is made to another cage or when cage is divided.  Cages are divided when the biomass in the cage has reached the maximum level for the cage of that size.

The growth and average size of the pieces in a cage are also assessed based upon the quantity of feed and the expected food conversion ratio at that time of year for that size of fish and the water temperature, as well as observation by our staff and, in some cases utilization of high-tech cameras.  Actual fish mortality is counted and measured.  Each month we estimate our production by calculating our estimated growth of the biomass and subtracting normal mortality.

The cost of our biomass is calculated on a weighted average basis and includes all costs to catch, acquire, transport to the farm and for the on-growing of the fish.  We evaluate the net realizable value of our inventories on a regular basis and would record a provision for loss to reduce the computed weighted average cost if it exceeds the net realizable value. For the two years ended June 30, 2011, we have not had any losses related to net realizable value.

Abnormal mortalities, such as storm losses, are charged against income in the period the loss occurs. Storm losses are more common in our Mexican operation than in our Croatian operation.  In the Adriatic Sea off the coast of Croatia, the storms are less frequent and not as strong compared with the Pacific Ocean off Baja California.  In addition, there are no natural predators in the Adriatic Sea.  During the year ended June 30, 2011 we had storm losses in the three months ended December 31, 2010 and the three months ended March 31, 2011.  There were no abnormal losses in the year ended June 30, 2010.

During harvesting each fish harvested is individually weighed.  Also the process will generally empty entire cages during the harvest.  Once a cage is emptied we carefully review the results and identify the differences between the recorded biomass and actual biomass to determine causes of the difference and to evaluate ways to improve our estimating processes.  Differences between recorded and actual biomass are factored into the cost of sales.

Consolidation and operating structure

The consolidated financial statements include Umami and the Kali Tuna operations for all periods presented.  From July 20, 2010 (the date of the acquisition of the first 33% of Baja and Oceanic) through November 30, 2010 (the date of completion of the acquisition of the remaining shares of Baja and Oceanic), the financial statements include our equity interest in the results of the operations of Baja and Oceanic.  From December 1, 2010 to June 30, 2011 and into the future, the financial statements of Umami include and will include Baja and Oceanic fully consolidated.

We also consolidate the results of two Variable Interest Entities, MB Lubin d.o.o. (Lubin) in Croatia and Marpesca S.A. de C.V. (Marpesca) in Mexico.

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Under Croatian law, a foreign-owned company may not own the right to fish in Croatian waters, but our farming operation needs access to Bluefin tuna to stock the farm and various bait fish to feed the biomass at the farm.  Therefore, in July 2009 we entered into 20-year agreements whereby Lubin will provide exclusive services to Kali Tuna related to fish farming, live tuna catching and catching of bait fish. Lubin is a Croatian-based marine company that is owned by one of the members of Kali Tuna’s management.  Lubin owns various boats and has the right to fish for bluefin tuna and various bait fish.  Kali Tuna provides financing for Lubin and guarantees Lubin’s debt.  Lubin does not have total equity investment at risk sufficient to permit it to finance its activities without the support of Kali Tuna.  We have therefore determined that Lubin is a variable interest entity with Kali Tuna being the primary beneficiary.

Under Mexican law, a majority foreign-owned company cannot own the right to fish in Mexican waters.  Our farming operation needs access to various bait fish to feed the biomass at the farm.  Marpesca is a Mexican-based fishing company that is owned 49% by Baja and 51% by one of the members of Baja’s management.  Marpesca leases a fishing boat from Baja and has the right to fish for various bait fish.  Baja provides financing for Marpesca and Marpesca does not have total equity investment at risk sufficient to permit it to finance its activities without the support of Baja.  It also does not own the equipment that it requires to carry out these fishing activities without leasing them. Currently these are leased from Baja.  We have therefore determined that Marpesca is a variable interest entity with Baja being the primary beneficiary.

Prior to October 31, 2010, Kali Tuna operated a joint venture, owned 50% by Kali Tuna and 50% by Bluefin tuna Hellas A.E., an unrelated third party.  Under the terms of the joint venture, Bluefin tuna was acquired, farmed and sold at Kali Tuna’s site.  Initially, the joint venture was operated through a separate entity, Kali Tuna Trgovina d.o.o.  In January 2008, all activities of the joint venture were transferred to Kali Tuna.  In October 2010, the joint venture was terminated, at which time the joint venture’s remaining assets, consisting primarily of Bluefin tuna biomass located at Kali Tuna’s farming sites were purchased by Kali Tuna at the fair market value of $1.6 million.  We do not expect to enter into these types of arrangements in the future.

Related Parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. 

Revenue Recognition

The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customer, including factors such as when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed and determinable, and collectability is probable. We recognize sales when our tuna inventory is shipped, title has passed to the customers and collectability is reasonably assured.

Allowance for doubtful accounts

Our major sales occur in the colder seasons, are large in size, and small in number.  As a result, in general, the accounts receivable at June 30 are low.  We review all larger invoices and would make a provision for the value of any amounts that in the view of the management are at risk.  During the two years ended June 30, 2011 we have not had any uncollectible accounts.  As of the date of this report all amounts related to prior year harvests have been collected.

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Year ended June 30, 2011 compared to year ended June 30, 2010

Operating Income

The following is a summary of our Operating Income:

	Metric Tons				Year ended June 30, ($000)
	2011		2010		2011			2010
Kali Tuna sales:
From farmed tuna		1,317		924	$	28,859		$	17,392
From purchased tuna		-		522		-			7,934
Total Kali Tuna sales		1,317		1,446		28,859			25,326
Baja tuna sales		1,534		-		28,190			-
Total consolidated sales		2,851		1,446	$	57,049		$	25,326
Revenue per kilogram					$	20.01		$	17.52
Cost of sales
Kali Tuna
From farmed tuna					$	17,396		$	14,100
From purchased tuna						-			5,974
Total Kali Tuna cost of sales						17,396			20,074
Baja tuna
Cost of tuna sold						22,938			-
Storm losses						2,893			-
Total Baja cost of sales						25,831			-
Total consolidated cost of sales						43,227			20,074
Gross profit
Kali Tuna from farmed tuna						11,463			3,292
Kali Tuna from purchased tuna						-			1,960
Baja						2,359			-
Total gross profit						13,822			5,252
Research and development						(600	)		-
Selling cost						(1,104	)		-
General and administrative						(9,523	)		(3,094	)
Total selling, general and administrative						(10,627	)		(3,094	)
Other operating income						360			46
Operating income					$	2,955		$	2,204

Sales, Cost of Salesand Gross Profit

Sales were $57.0 million for the year ended June 30, 2011, an increase of $31.7 million or 125% over the prior year.  The increase was primarily due to sales related to the Baja operations which were included in the consolidated results effective December 1, 2010.  The Baja operations had $28.2 million in sales for the period from December 1, 2010 to June 30, 2011.  We also had higher total sales at Kali Tuna with year over year increase in farmed tuna sales of 66%.  We had no sales from purchased tuna in the year ended June 30, 2011 compared with $7.9 million in the prior year.

Our current year price per kilogram for Kali Tuna sales was approximately 15% higher than last year measured on a Japanese Yen basis.  Additionally, the Japanese Yen strengthened against the US dollar by approximately 10% year over year.  Combined we received about 25% more in US dollars for each kilogram sold for Kali Tuna.  Partially offsetting the higher price received by Kali Tuna was a lower average price for tuna sold from Baja when compared to Kali Tuna’s average price.  Baja’s fish sold, on average, were smaller than Kali Tuna’s fish (larger fish command a higher price) and a market perception that results in Croatian fish being priced at a premium of about 10% when compared with a similar size fish from Mexico.

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For the year ended June 30, 2011, costs of sales were $43.2 million compared to $20.1 million for the year ended June 30, 2010.  The increase of $23.1 million is due to costs associated with the Baja sales discussed above totaling $25.8 million, higher cost of sales at Kali Tuna related to the higher volume of sales of farmed tuna year over year resulting in a net increase of $3.3 million, partially offset by no cost of sales of purchased tuna in the year ended June 30, 2011.  Included in the cost of sales for Baja is a $9.8 million (35% of total Baja sales) fair value adjustment representing the increase in the carrying value of Baja inventory to reflect the valuation of the inventory purchased in the Baja acquisition over its historical fishing and farming costs.  We expect the value of the future inventory that is caught and grown at the Baja operation to be more in line with its historical cost and, accordingly, we would expect our cost of sales as a percentage of revenue to be approximately 60% once we have sold the inventory that was acquired.  As of June 30, 2011, $2.9 million of the fair value adjustment remains on Umami’s balance sheet.  This cost will be recognized as a cost of sales over the next twelve months.

Gross profit for the year ended June 30, 2011 was $13.8 million, or 24% of sales, compared to $5.3 million, or 21%, for the corresponding period in 2010.  Gross profit increased as result of improved business conditions for our products in Japan.  Additionally since most of our sales are in yen, the appreciation of the yen against the dollar has improved the gross margin.  As discussed above, fair value adjustments recorded in connection with the Baja acquisition increased the cost of sales to a higher amount than we expect to record for costs associated with our catching and farming future biomass in an amount of approximately 17% of total consolidated sales.  Excluding this adjustment to cost of sales, Umami’s gross margin for the year ended June 30, 2011 would have been approximately 41%. Based on our expectation of future sales prices and costs we would expect our gross margins to be 40% or better in the future once all remaining acquired inventory has been sold. 

We present non-GAAP gross profit measures and non-GAAP net income attributable to Umami shareholders in the following tables.  Management believes these non-GAAP measures help indicate our performance before the fair value purchase price adjustments to the Baja inventory that are considered by management to be representative of our on-going operating results. Once the adjustments related to the fair value of the Baja inventory due to the purchase price adjustment have been fully recognized in cost of sales in the future, these non-GAAP adjustments to cost of sales and the resulting non-GAAP measures will no longer be applicable.

The following non-GAAP table is a summary of our costs and margins showing our gross margin and the effect of the purchase price adjustment for the year ended June 30, 2011 ($000):

Net Revenue	$	57,049
Cost of Goods Sold		(43,227	)
Gross Profit	$	13,822
Gross Profit %		24	%
Add back: Estimated Cost of Goods Sold in excess of catch and farming costs	$	9,838
Estimated non-GAAP gross profit based on catch and farming costs	$	23,660
Estimated non-GAAP gross profit % based on catch and farming costs		41	%

The following table is a summary of non-GAAP net income attributable to Umami shareholders adjusted for the effect the purchase price adjustment and the bargain purchase on business combination had on the net income attributable to Umami shareholders for the year ended June 30, 2011 ($000):

Net income attributable to Umami shareholders	$	1,035
Plus estimated cost of goods sold in excess of catch and farming costs		9,838
Eliminate bargain purchase on business combination		(7,068	)
Estimated non-GAAP net income attributable to Umami shareholders using estimated catch and farming costs and eliminating gain on bargain purchase on business combination	$	3,805

Research and Development Expenses

We are in the process of developing a hatchery for Bluefin tuna in the Mediterranean Sea related to our research and development efforts.  In the twelve months to June 30, 2011 we spent $0.6 million including approximately $0.4 million related to the acquisition and initial work on a floating hatchery.  The majority of the balance was spent on wages for the staff involved in project.

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Selling, General and Administrative Expenses

In the twelve month period ended June 30, 2011 selling, general and administrative costs increased by $7.5 million compared with the twelve months ended June 30, 2010.  

Selling costs increased $1.1 million due primarily to commissions paid to Atlantis under a sales agency agreement that went into effect on July 1, 2010.

The increase in general and administrative costs of $6.4 million was primarily due to increased expenses incurred in the Umami head office ($2.8 million) related to the expansion of our operations and becoming a public reporting company and in Baja cost incurred ($3.8 million) in the seven months ended June 30, 2011 that were additive upon completion of the Baja acquisition.  Kali Tuna general and administrative costs also increased by $0.3 million primarily due to impairment of assets and increased staffing levels for the expanded operations.

In the year ended June 30, 2011 we also incurred costs related to a settlement of a dispute with placement agents totaling $1.0 million. The majority of this settlement was funded by related parties and was recorded by the Company as a contribution of capital.

Foreign Currency Gains and Losses

In the year ended June 30, 2011 losses due to foreign currency transactions and re-measurements were $1.3 million compared to $1.7 million in the same period of the prior year.  The losses in the year ended June 30, 2011 were primarily related to losses on re-measurements at Baja and in the year ended June 30, 2010 the losses were primarily related to losses on Japanese Yen (“JPY”) denominated liabilities at Kali Tuna.

Bargain Purchase on Business Combination

During the year ended June 30, 2011, we recorded a gain on bargain purchase on business combination of $7.1 million related to the Baja and Oceanic acquisitions.  See note 7 to the Consolidated Financial Statements included elsewhere herein. 

Loss from revaluation of derivative warrant liability

Due primarily to the increase in volatility offset by the decrease in the remaining term of the warrants, the warrants increased in value and a loss of $0.3 million was recorded for the year ended June 30, 2011.

Income/loss from investment in unconsolidated affiliates

We recognized a profit of $0.6 million related to our 33% equity interest in Baja and Oceanic from the date we acquired the investment (July 20, 2010) until the date we acquired the remaining interest (November 30, 2010).  From December 1, 2010 the results in Baja and Oceanic have been fully consolidated.

Interest Expense

For the year ended June 30, 2011 interest expense increased $5.4 million compared with June 30, 2010.  The primary reason for the increase was utilizing the credit facilities from Atlantis and Aurora plus certain third party debt to finance most of the Baja acquisition.  Additionally, we financed short-falls in receipt of cash related to past due accounts receivable from customers and unexpected delays in collections of sales due to governmental clearance of imports of our fish with short-term bridge financing.

Also, from June 2011 we financed a portion of our fishing cost in Baja utilizing short-term bridge loans.  We expect to repay all of our high-cost bridge loans by the end of November 2011 with proceeds from this year’s harvest.

A summary of our interest cost year over year is as follows (in $000):

	Year ended June 30,
	2011		2010
Interest paid to banks	$	1,431	$	981
Interest related to Atlantis and Aurora		1,556		-
Interest paid to private investors (including amortization of original issue discounts)		1,644		-
Amortization of transactional costs of loans		718		-
Amortization of equity participation costs related to private investors and placement agents		1,079		-
	$	6,428	$	981

Income Tax Expense

Income tax expense increased from $0.5 million for the year ended June 30, 2010 to $2.3 million for year ended June 30, 2011. The increase in income tax expense is primarily due to the additional income from the acquisition of Baja and Oceanic in the current year, as well as an increase in Kali Tuna’s net income before taxes compared to the prior year.

Net Loss Attributable to the Non-controlling Interests

In the year ended June 30, 2011 the non-controlling interest losses in Lubin of $0.6 million were less than the losses of $1.1 million for the year ended June 30, 2010 primarily as a result of improved fishing operations.

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For the year ended June 30, 2011 the non-controlling interest loss in Kali Tuna Trgovina d.o.o. and the joint venture with Bluefin Tuna Hellas A. E. (the “BTH Joint Venture”) was $0.1 million compared with $0.3 million for the year ended June 30, 2010.  The BTH Joint Venture was terminated during the year ended June 30, 2011.

As part of the Baja acquisition we acquired a non-controlling interest in Marpesca that is accounted for as a Variable Interest Entity.  The loss for the non-controlled portion of Marpesca was $0.1 million for the year ended June 30, 2011.

Liquidity and Capital Resources

At June 30, 2011, we reported working capital of approximately $16.2 million compared to approximately $7.4 million at June 30, 2010.  At June 30, 2011, we had cash and cash equivalents in the amount of $1.1 million. 

Cash Flows

The following table summarizes our cash flows for the year ended June 30, 2011 and 2010:

	Year Ended June 30,
	2011			2010
Total cash provided by (used in):
Operating activities	$	(1,001	)	$	(2,303	)
Investing activities		(20,087	)		(2,397	)
Financing activities		22,533			3,574
Effects of exchange rate changes on cash balances		(564	)		(80	)
Increase (decrease) in cash and cash equivalents	$	881		$	(1,206	)

Net cash used in operating activities for the year ended June 30, 2011 totaled $1.0 million compared to $2.3 million used in operating activities for the year ended June 30, 2010.  The change is primarily due to the decreases in related party accounts receivable and the gain on bargain purchase of Baja during the current period.

Cash used in investing activities for the year ended June 30, 2011 was $20.1 million compared to $2.4 million for the year ended June 30, 2010.  The change is due primarily to $11.6 million invested in the purchase of Baja and Oceanic, $5.0 million invested in the purchase of Bepina and $1.6 million used to buy out the BTH Joint Venture.

Cash provided by financing activities for the year ended June 30, 2011 totaled $22.5 million, compared to $3.6 million for the year ended June 30, 2010.  The change is due primarily to issuance of common stock and warrants for net proceeds of $4.9 million, issuance of debt for net proceeds of $17.4 million from private investors, an increase in the shareholder loans from Atlantis of $8.8 million, new borrowings of $32.3 million from banks offset by payments on loans to financial institutions, private investors and related parties of $41.3 million, in the year ended June 30, 2011.  This compares to new borrowings of $2.7 million from a bank and $11.8 million from related parties in the year ended June 30, 2010.

Market value

The fair value of our saleable inventory is based upon the market price that an unrelated party would be willing to pay for the inventory, less estimated selling costs.  In the Adriatic Sea, there is a ban on the sale of tuna less than 30 kg to the general market and, accordingly, we consider these fish to be non-saleable.  The fair value for these fish is estimated at the cost to bring that inventory to its present location and condition.  

The market value of live tuna stock inventories at June 30, 2011 and June 30, 2010 is estimated at $72 million and $26.1 million, respectively. The market value of live tuna stock is determined by multiplying the metric tons of the biomass by the market price estimated on those dates.

Sources of Liquidity

Our cash flow cycle is highly seasonal as it follows our operating cycle. During the harvest season, which generally begins in October and ends around February of each year, our cash inflows greatly exceed our cash outflows. Once the annual harvest is completed we rely on the cash generated from the harvest plus working capital financing to finance our on-growing of biomass, costs to catch Bluefin tuna and costs to pay ongoing general and administrative costs plus any interest or principal payments required to service our debt.

For the year ended June 30, 2011, the Company’s most significant sources of liquidity have been proceeds from the sale of Bluefin tuna, cash from lines of credit with commercial banks, advances and loans made by related parties to the Company, the issuance of common stock and warrants for cash, and bridge loans.  Significant uses of liquidity include funding of our operations, the acquisition of Baja, repayment of amounts advanced by related parties and repayment of bank and other debt.

In order to continue to finance shortfalls in our liquidity related to our ongoing operations and fund the fishing costs for Baja incurred from June 2011 and into August 2011 we began our harvest early, borrowed $1.1 million under the Atlantis Credit Facility and completed two bridge loans through to the date of this filing. Subsequent to June 30, 2011, we completed the following financings:

· Borrowed $3.0 million and extended $2.0 million notes due to two investors in exchange for notes totaling $5.6 million

· Borrowed $1.4 million under the Atlantis Credit Facility

· Received $3.0 million from a private investor in exchange for notes totaling $3.4 million

· Received $2.7 million from managed funds in exchange for a repayment of a $3.1 million note due to an investor originally due March 31, 2012 and a note for $6.5 million

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We believe that, as of the date of this filing, our liquidity problems have been or will be resolved with the continuation of this year’s harvest.  We expect to harvest, at a minimum, 3,300 metric tons of biomass for a total sales value of approximately $80.0 million.

We expect to utilize a portion of this year’s harvest proceeds to repay:

· Two private investors-$5.6 million related to financings completed in June 2011 and July 2011 (repaid October 5, 2011);

· One private investor-$3.4 million related to a financing completed in August 2011 (repaid October 13, 2011);

· Managed funds-$6.5 million related to a financing completed September 2011;

· Atlantis Group-$5.4 million related to $1.4 million advanced in July through September 2011 plus $4.0 million notes refinanced into the Atlantis Credit Facility;

· Aurora Capital-$2.0 million related to notes due by March 31, 2012.

The remainder of the harvest proceeds will be available for ongoing capital needs. We believe that the amount that will be available for ongoing capital needs will be sufficient to maintain and grow our remaining biomass until and through the next harvest season and we believe that we will have sufficient liquidity to fund our operations through at least the next twelve months.  We do not anticipate drawing any more funds under the Atlantis Credit Facility which by its terms is only available to us through December 31, 2011.

We will, however, need to obtain additional capital in order to expand our operations, purchase additional biomass and to catch significant quantities of Bluefin tuna.  We plan to pursue sources of additional capital by issuing securities through various financing transactions or arrangements, including joint ventures of projects, debt financing, equity financing or other means. We may also consider additional advance sales and/or outright sales of tuna to customers.  There can be no assurance that any additional financing will be available when needed on commercially reasonable terms or at all.  The inability to obtain additional capital may reduce our ability to continue to conduct business operations as currently contemplated.  Any additional equity financing may involve substantial dilution to our then existing stockholders.

Risk management

We are exposed to financial risks arising from changes in tuna prices. We do not anticipate that tuna prices will decline significantly in the foreseeable future and, therefore, we have not entered into derivative or other contracts to manage the risk of a decline in tuna prices. We review our outlook for tuna prices regularly in considering the need for active financial risk management. We sell tuna under agreements denominated in Japanese Yen so we are exposed to fluctuations in the value of the Japanese Yen.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our consolidated financial condition, revenues, results of operations, liquidity or capital expenditures.

Seasonality

As explained above, sales of tuna occur during the winter when the sea temperature is lowest to maximize the quality and value of the product (October to March).  There are generally no sales generated during the rest of the year.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements and Reports of Independent Registered Public Accounting Firms appears on pages F-1 through F-30 of this Report.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

During the two most recent fiscal years and any subsequent interim period there were no events requiring disclosure pursuant to Item 304(a) of Regulation S-K that have not been reported previously.  In addition, during the two most recent fiscal years and any subsequent interim period there were no events requiring disclosure pursuant to Item 304(b) of Regulation S-K.

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Item 9A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer and principal accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being June 30, 2011.  Our Chief Executive Officer and our Chief Financial Officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of June 30, 2011.

Based on this evaluation, these officers concluded that, as of June 30, 2011, these disclosure controls and procedures were not effective.  The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control over Financial Reporting.” Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, an issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, 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 principles and includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, or use or disposition of the issuer’s assets that could have a material effect on the financial statements.

Under the supervision of our Chief Executive Officer, being our principal executive officer, and our Chief Financial Officer, being our principal financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2011 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.

In making this assessment as of June 30, 2011, management has excluded the operations of Baja which was acquired by the Company on November 30, 2010, and whose financial statements reflect total long-term assets and total revenues of 57% and 49%, respectively, of the Company’s related consolidated financial amounts as of and for the year ended June 30, 2011, as the Company did not have sufficient time to make an assessment of Baja’s internal controls using the COSO criteria in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. In excluding Baja from its assessment, the Company has considered the “Frequently Asked Questions” as set forth by the office of the Chief Accountant of the Division of Corporate Finance on June 24, 2004, as revised on October 6, 2004, which acknowledges that it may not be possible to conduct an assessment of an acquired business’s internal control over financial reporting in the period between the consummation date and the date of management’s assessment and contemplates that such business would be excluded from management’s assessment in the year of acquisition.

Based on this evaluation, our management concluded our internal control over financial reporting was not effective as of June 30, 2011.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of our internal control over financial reporting as of June 30, 2011, we determined that there were control deficiencies that constituted material weaknesses which are indicative of many small companies with small staff. The material weakness are as follows (number two and three also existed as of June 30, 2010):

(1) limited number of personnel with U.S. GAAP and complex technical accounting expertise which in turn prevented the financial statement close process from operating effectively;

(2) insufficient policies and procedures for accounting and financial reporting with respect to the requirements and application of both generally accepted accounting principles in the United States and guidelines of the Securities and Exchange Commission; and

31

(3) inadequate security and restricted access to computers, including insufficient disaster recovery plans.

These control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements could not have been prevented or detected on a timely basis.  As a result of the material weaknesses described above, we concluded that we did not maintain effective internal control over financial reporting as of June 30, 2011 based on criteria established in  Internal Control—Integrated Framework  issued by COSO. Our management is currently evaluating remediation plans for the above deficiencies.   During the period covered by this annual report on Form 10-K, we have not been able to remediate the weaknesses described above.   However, we plan to take steps to enhance and improve the design of our internal control over financial reporting.   

Changes in Internal Control

As of June 30, 2010, there was a control deficiency that management concluded constituted a material weakness. Specifically, the Company maintained inadequate segregation of duties.  To remediate this material weakness in internal control over financial reporting management hired additional personnel and implemented additional review procedures. As of June 30, 2011, the remediation of this prior year material weakness of internal controls has been completed.

Subsequent to the evaluation and through the date of this filing of Form 10-K for fiscal year 2011, we have not identified any significant changes in our internal controls or in other factors that are reasonably likely to materially affect our internal controls.  The other control weakness noted in our previous annual report and interim period SEC filings have not been remediated.

Inherent Limitations on Effectiveness of Controls

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Attestation Report of Registered Public Accounting Firm Not Required

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to an exemption for smaller reporting companies.

Item 9B.  OTHER INFORMATION

None

PART III

Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to the sections captioned “Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” contained in our Proxy Statement related to the 2011 Annual Meeting of Stockholders, to be filed with the SEC within 120 days of June 30, 2011, pursuant to General Instruction G(3) of Form 10-K (the “Proxy Statement”). Certain information required by this item concerning executive officers is set forth in Part I of this Report in “Business—Executive Officers,” and certain other information required by this item is incorporated by reference from the sections captioned “Principal Stockholders” contained in our Proxy Statement.

Item 11.  EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the section captioned “Executive Compensation and Other Matters” contained in our Proxy Statement.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated by reference to the sections captioned “Principal Stockholders”, “Executive Compensation and Other Matters” and “Certain Transactions” contained in our Proxy Statement.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference to the sections captioned “Proposal One—Election of Directors,” “Compensation Committee Interlocks and Insider Participation” and “Certain Transactions” contained in our Proxy Statement.

Item 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this section is incorporated by reference from the information in the section entitled “Ratification of Appointment of Independent Accountants” in our Proxy Statement.

32

 

PART IV

Item 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit
Number	Description
2.1	Articles of Merger (1)
2.2	Share Exchange Agreement (2)
3.1	Articles of Incorporation (3)
3.2	Bylaws *
4.1	Form of Warrant (2)
4.2	Common Stock Purchase Warrant dated October 7, 2010 (4)
4.3	Senior Secured Bridge Note in the Principal Amount of $3,125,000 dated October 7, 2010 (4)
4.4	Senior Secured Bridge Note in the Principal Amount of $2,500,000 dated October 7, 2010 (4)
4.5	Form of Common Stock Purchase Warrant dated October 20, 2010 (5)
4.6	Form of Warrant Issued October 2010 (6)
10.1	Letter Agreement dated June 6, 2007, with Sunway Lighting Technology Co. Ltd. (3)
10.2	Return to Treasury Agreement dated May 12, 2009 with Robert McIsaac (7)
10.3	Employment Agreement dated July 1, 2010 with Oli Valur Steindorsson (2)
10.4	Employment Agreement dated July 1 2010 with Dan Zang (2)
10.5	Sales Agency Agreement dated June 30, 2010 with Atlantis Group hf (2)**
10.6	Call Option Agreement dated June 30, 2010 with Atlantis Group hf (2)**
10.7	Stock Purchase Agreement dated July 20, 2010 by and among the Company, Corposa, S.A. de C.V., Marpesca, S.A. de C.V., Holshyrna ehf, Vilhelm Mar Gudmundsson, Robert Gudfinnsson, Baja Aqua Farms, S.A. de C.V., and Oceanic Enterprises, Inc.(1)
10.8	Option Agreement, dated July 20, 2010, by and among the Company, Baja Aqua-Farms, S.A. de C.V., Corposa, S.A. de C.V. and Holshyrna, ehf (1)
10.9	Amendment dated September 24, 2010 to Stock Purchase Agreement dated July 20, 2010  (10)
10.10	Amendment dated September 24, 2010 to Option Agreement dated July 20, 2010 (10)
10.11	Note and Warrant Purchase Agreement dated October 7, 2010 (4)
10.12	Atlantis Credit Facility effective as of June 30, 2010 (4)
10.13	Amendment No. 1 to Loan Agreement dated September 30, 2010 (4)
10.14	Company Pledge and Security Agreement dated October 7, 2010 (4)
10.15	Securities Purchase Agreement dated October 20, 2010 (5)
10.16	Form of Subscription Agreement with private placement purchasers (6)
10.17	Form of Registration Rights Agreement with private placement purchasers (6)
10.18	Secured Promissory Note dated March 31, 2011 (11)
10.19	Club Loan Agreement dated June 8, 2011 among Kali Tuna d.o.o., Croatian for Reconstruction and Development and Erste & Steiermärkische Bank d.d., Rijeka *
10.20	Form of Bridge Note Purchase Agreement (June 3, 2011) *
10.21	Form of Bridge Note Purchase Agreement (August 3, 2011) *
10.22	Loan Extension and Additional Funding Agreement dated June 30, 2011 *
10.23	Credit Agreement dated as of August 26, 2011 among the Company, Baja, the lenders party thereto and Amerra Capital Management, LLC *
10.24	Form of Warrant Purchase Agreement dated August 26, 2011 *
10.25	Senior Secured Credit Facility dated July 7, 2011 between the Company and Atlantis Group hf *
10.26	Sales Agency Agreement dated October 6, 2011 by and between the Company and Atlantis Co. Ltd. *
10.27	Call Option Termination Agreement dated October 3, 2011 *
10.28	Sales Agency Termination Agreement dated October, 2011 *
14.1	Code of Ethics (8)
16.1	Letter from Former Accountants dated August 25, 2010 (9)
16.2	Letter from Former Accountants dated February 3, 2011 (12)
21.1	Subsidiaries of the Registrant (13)
31.1	Chief Executive Officer Certification *
31.2	Chief Financial Officer Certification *
32	Certification Pursuant to 18 U.S.C. Section 1350 *

* Filed herewith

** Terminated

(1)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 30, 2010
(2)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on July 7, 2010
(3)	Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed on July 12, 2006
(4)	Incorporated by reference to the Company’s Annual Report on Form 10-K filed on October 22, 2010

33

(5)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 26, 2010
(6)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on February 28, 2011
(7)	Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed on June 13, 2007
(8)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on May 12, 2009
(9)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on August 27, 2010
(10)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on October 1, 2010
(11)	Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on May 17,  2011
(12)	Incorporated by reference to the Company’s Current Report on Form 8-K/A filed on February 15, 2011
(13)	Incorporated by reference to the Company’s Registration Statement on Form S-1 filed June 1, 2011 (Registration Number 333-174651)

34

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATE: November 14, 2011	UMAMI SUSTAINABLE SEAFOOD INC.
	/s/ Oli Valur Steindorsson
	Oli Valur Steindorsson
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Oli Valur Steindorsson, his attorney-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connections therewith, with the Securities and Exchange Commission, hereby ratifying and conforming all that each of said attorneys-in-fact, or his or her substitutes, may do or cause to be done by virtue of hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Oli Valur Steindorsson	Director and Chief Executive Officer	November 14, 2011
	(Principal Executive Officer)
/s/ Daniel G. Zang	Chief Financial Officer	November 14, 2011
	(Principal Financial and Accounting Officer)
/s/ Douglas Dunn	Director	November 14, 2011
/s/ Michael David Gault	Director	November 14, 2011
/s/ Yukuo Takenaka	Director	November 14, 2011
/s/ James White	Director	November 14, 2011

35

UMAMI SUSTAINABLE SEAFOOD INC.

INDEX TO FINANCIAL STATEMENTS

YEARS ENDED JUNE 30, 2011 AND 2010

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – McGLADREY & PULLEN, LLP	F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – RAMIREZ JIMENEZ INTERNATIONAL	F-2
CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2011 AND 2010	F-3
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2011 AND 2010	F-4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED JUNE 30, 2011 AND 2010	F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2011 AND 2010	F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7 - F-30

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Umami Sustainable Seafood Inc.

We have audited the accompanying consolidated balance sheet of Umami Sustainable Seafood Inc. and subsidiaries as of June 30, 2011, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we do not express an opinion thereon. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Umami Sustainable Seafood Inc. and subsidiaries as of June 30, 2011, and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

/s/ McGladrey & Pullen, LLP

Irvine, California

November 14, 2011

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Umami Sustainable Seafood Inc. (formerly Lions Gate Lighting Corp.)

We have audited the accompanying consolidated balance sheet of Umami Sustainable Seafood Inc. (Company) as of June 30, 2010 and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements based on our audits.

We conducted our audit in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Umami Sustainable Seafood Inc. as of June 30, 2010, and the results of its operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/RAMIREZ JIMENEZ INTERNATIONAL

(formerly Ramirez International Financial & Accounting Services, Inc.)

Irvine, California

October 20, 2010

F-2

UMAMI SUSTAINABLE SEAFOOD INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

	June 30,
	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	1,096		$	215
Accounts receivable, escrow agent		—			1,635
Accounts receivable, trade, net		1,347			64
Accounts receivable, related party		1,970			681
Inventories		55,026			19,767
Refundable value added tax		2,007			463
Other current assets		672			318
Total current assets		62,118			23,143
Property and equipment, net		16,745			8,672
Farming concessions		11,541			—
Goodwill		292			—
Deferred income taxes		445			—
Deferred financing costs		368			—
Other assets		209			11
Total assets	$	91,718		$	31,826
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	24,002		$	12,700
Notes payable, related parties		7,587			—
Accounts payable, trade		8,916			1,812
Accounts payable, related parties		556			257
Accrued liabilities		2,750			634
Income taxes payable		1,387			157
Deferred income taxes		750			135
Total current liabilities		45,948			15,695
Long term debt		4,417			—
Notes payable, related parties		2,000			—
Derivative stock warrants		2,286			697
Obligations under capital leases		16			28
Deferred income taxes		2,214			—
Other long-term liabilities		803			—
Total liabilities		57,684			16,420
Commitments and contingencies(Note 13)
Stockholders’ equity:
Common stock  $0.001 par value, 100,000 shares authorized, 59,512 and 45,261 shares issued and outstanding at June 30, 2011 and June 30, 2010, respectively		60			45
Additional paid-in capital		23,566			6,308
Retained earnings		8,549			7,514
Accumulated other comprehensive income		4,636			2,401
Total Umami Sustainable Seafood Inc. stockholders’ equity		36,811			16,268
Noncontrolling interests:
Lubin		(2,705	)		(1,812	)
Marpesca		(99	)		—
KTT and BTH Joint Venture		27			950
Total noncontrolling interests		(2,777	)		(862	)
Total equity		34,034			15,406
Total liabilities and stockholders’ equity	$	91,718		$	31,826

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-3

UMAMI SUSTAINABLE SEAFOOD INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share information)

	Year Ended June 30,
	2011			2010
Net revenue	$	57,049		$	25,326
Cost of goods sold		(43,227	)		(20,074	)
Gross profit		13,822			5,252
Selling, general and administrative expenses		(10,627	)		(3,094	)
Research and development expenses		(600	)		—
Other operating  income		360			46
Operating income		2,955			2,204
Loss from foreign currency transactions and remeasurements		(1,321	)		(1,700	)
Loss on derivative stock warrants		(299	)		—
Income from investment in unconsolidated affliates		601			—
Bargain purchase on business combinations		7,068			—
Interest expense, net		(6,428	)		(981	)
Income (loss) before provision for income taxes		2,576			(477	)
Income tax provision		(2,308	)		(462	)
Net income (loss)		268			(939	)
Add net losses attributable to the non-controlling interests:
Lubin		594			1,106
Marpesca		99			—
KTT and BTH Joint Venture		74			274
Net income attributable to Umami Sustainable Seafood Inc. stockholders	$	1,035		$	441
Basic net income per share attributable to Umami Sustainable Seafood Inc. stockholders	$	0.02		$	0.01
Diluted net income per share attributable to Umami Sustainable Seafood Inc. stockholders	$	0.02		$	0.01
Weighted-average shares outstanding, basic		54,262			30,042
Weighted-average shares outstanding, diluted		54,449			30,042

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-4

UMAMI SUSTAINABLE SEAFOOD INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

	Common Stock									Accumulated			Total Umami Sustainable			Non-Controlling Interests
	Shares		Amount		Additional Paid-In Capital			Retained Earnings		Other Compehensive Income			Seafood Inc. Stockholders’ Equity			Lubin			Marpesca			KTT and BTH Joint Venture			Total Equity
Equity June 30, 2009		30,000	$	30	$	(26	)	$	7,073	$	3,966		$	11,043		$	(909	)	$	—		$	1,374		$	11,508
Shares issued for recapitalization on June 30, 2010		7,450		7		(7	)
Issuance of common stock and warrants		7,811		8		6,978								6,986												6,986
Reclassification of derivative warrant liability						(697	)							(697	)											(697	)
Stock-based compensation expense						60								60												60
Comprehensive income:
Net income (loss)									441					441			(1,106	)					(274	)		(939	)
Translation adjustments											(1,565	)		(1,565	)		203						(150	)		(1,512	)
Total comprehensive loss														(1,124	)		(903	)		—			(424	)		(2,451	)
Equity June 30, 2010		45,261		45		6,308			7,514		2,401			16,268			(1,812	)		—			950			15,406
Issuance of common stock and warrants		4,251		5		4,872								4,877												4,877
Issuance of common stock for acquisition		10,000		10		12,040								12,050												12,050
Reclassification of derivative warrant liability						(1,899	)							(1,899	)											(1,899	)
Retirement of derivative warrant liability due to change in functional currency or expiration of terms						2,098								2,098												2,098
Capital contribution made by a related party, net						307								307												307
Stock-based compensation expense						159								159												159
Contribution to BTH Joint Venture by partner														—									334			334
Termination of BTH Joint Venture						(319	)							(319	)								(1,293	)		(1,612	)
Comprehensive income (loss):														—												—
Net income (loss)									1,035					1,035			(594	)		(99	)		(74	)		268
Translation adjustments											2,235			2,235			(299	)					110			2,046
Total comprehensive income (loss)														3,270			(893	)		(99	)		36			2,314
Equity June 30, 2011		59,512	$	60	$	23,566		$	8,549	$	4,636		$	36,811		$	(2,705	)	$	(99	)	$	27		$	34,034

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-5

UMAMI SUSTAINABLE SEAFOOD INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended June 30,
	2011			2010
Operating activities
Net income (loss)	$	268		$	(939	)
Adjustments to reconcile to net cash used in operating activities:
Depreciation and amortization		1,421			1,153
Impairment of property and equipment		538			—
Gain on bargain purchase business combination		(7,068	)		—
Stock-based compensation		159			60
Deferred income tax		67			5
Loss on derivative stock warrants		299			—
Income from investment in unconsolidated affliates		(601	)		—
Amortization of deferred finance costs, debt discount and warrants included in interest expense		2,006			—
Loss on disposal of property and equipment		(5	)		—
Foreign currency charges on foreign-denominated debt		31			—
Changes in assets and liabilities net of effects of business combination:
Accounts receivable, trade		53			150
Accounts receivable, related parties		(18,303	)		—
Inventories		8,670			(1,894	)
Refunded value added tax		(1,430	)		—
Prepaid expenses and other assets		74			245
Accounts payable, trade and accrued liabilities		5,471			(1,071	)
Income taxes payable		1,131			(236	)
Accounts payable to related parties		5,108			—
Other current liabilities		—			224
Other long-term liabilities		1,110			—
Net cash used in operating activities		(1,001	)		(2,303	)
Investing activities
Purchases of Baja and Oceanic, Bepina and Thynnus		(16,609	)		—
Purchase of BTH Joint Venture assets		(1,612	)		—
Purchase of intangibles		(22	)		—
Purchases of property and equipment		(1,844	)		(2,405	)
Proceeds from sale of equipment		—			8
Net cash used in investing activities		(20,087	)		(2,397	)
Financing activities
Bank financing		32,284			24,151
Bank repayments		(26,568	)		(21,927	)
Borrowings from unrelated parties		17,432			—
Repayments of borrowings from unrelated parties		(12,850	)		(19	)
Borrowings from related parties		8,797			11,790
Repayment of borrowings from related parties		(1,856	)		(12,572	)
Capital leases		(15	)		—
Settlement of accounts payable to related parties		—			(3,200	)
Offering costs paid		(1,203	)		—
Proceeds from the issuance of common stock and warrants		4,877			5,351
Funds released from escrow		1,635			—
Net cash provided by financing activities		22,533			3,574
Subtotal		1,445			(1,126	)
Effects of exchange rate changes on the balances of cash held in foreign currencies		(564	)		(80	)
Cash and cash equivalents at beginning of year		215			1,421
Cash and cash equivalents at end of year	$	1,096		$	215
Supplemental Cash Flow Information
Cash paid in period for:
Interest	$	2,411		$	956
Income tax		708			691
Non Cash activities:
New lease of capital equipment		—			34
Settlement of related party accounts	8,884				—
Advances from shareholders for acquisition of Baja and Oceanic	8,000				—
Advance received by related party	—				5,000
Reclassification of derivative warrant liability	1,899				—
Payment by BTH to Atlantis Group to offset against shareholder loan	334				—
Capital contributions by a related party	307				—
Issuance of common stock in conection with acquisition of Baja and Oceanic	12,050				—
Equity proceeds received by escrow agent		—			1,635

The accompanying notes are an integral part of these Consolidated Financial Statements.

F-6

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of business

Umami Sustainable Seafood Inc. (including its subsidiaries unless the context indicates otherwise, Umami or the Company or we) is one of the leaders in the Northern and Pacific Bluefin Tuna industry. We have three direct subsidiaries, Bluefin Acquisition Group Inc. (Bluefin), Baja Aqua Farms, S.A. de C.V. (Baja), and Oceanic Enterprises, Inc. (Oceanic), and three indirect subsidiaries, Kali Tuna d.o.o (Kali Tuna), Thynnus d.o.o. (Thynnus) and Bepina Komerc d.o.o. (Bepina).  In 2005, Kali Tuna, a limited liability company organized under the laws of the Republic of Croatia, was acquired by Atlantis Group hf (Atlantis), our majority shareholder.

Kali Tuna operates facilities and equipment in the northern Adriatic where it farms North Atlantic Bluefin Tuna for sale primarily into the Japanese sushi and sashimi market.

In March 2010, Atlantis created Bluefin, a New York based holding company and wholly owned subsidiary of Atlantis, for the purpose of holding the shares of Kali Tuna.

Prior to June 30, 2010, we were a shell company known as Lions Gate Lighting Corp. (Lions Gate).  On May 3, 2010, a share exchange agreement was entered into among Lions Gate, Kali Tuna, Bluefin and Atlantis, pursuant to which Lions Gate received from Atlantis on June 30, 2010, all of the issued and outstanding shares of Bluefin in consideration for the issuance to Atlantis of 30,000,000 shares of its common stock resulting in a change of control of Lions Gate. As a result of this transaction (the Share Exchange), Kali Tuna became the indirect wholly owned subsidiary of Lions Gate. Immediately prior to the Share Exchange, Lions Gate divested its wholly-owned subsidiary, LG Lighting Corp., in consideration for the satisfaction of debt owed to affiliated parties.

The acquisition was accounted for as a recapitalization effected by a reverse merger, wherein Bluefin was considered the acquirer for accounting and financial reporting purposes.  Because of Lions Gate's status as a shell company prior to the completion of the Share Exchange, Kali Tuna is deemed to be the surviving entity for accounting purposes. All the assets and liabilities of Kali Tuna were carried forward at historical cost and no goodwill or intangible assets were recorded. The equity section of the balance sheet and earnings per share of Kali Tuna were retroactively restated to reflect the effect of the exchange ratio established in the merger agreement.  Costs of $1.3 million related to the recapitalization were charged to selling, general and administrative expenses in the year ended June 30, 2010.

As a result of the share exchange, Lions Gate ceased to be a shell company as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. Further, Lions Gate's fiscal year end was changed from February 28 to Kali Tuna's fiscal year end, June 30. In August, 2010, Lions Gate changed its name to Umami Sustainable Seafood Inc.

Simultaneously with completion of the Share Exchange on June 30, 2010, the Company completed a private placement with a group of accredited investors and issued 7.3 million units, with each unit consisting of one share of common stock and a five-year warrant to purchase 0.2 shares of common stock at $2.00 per share. Each unit was issued for $1.00, resulting in gross proceeds of $7.3 million.  As compensation for their services, the Company issued 0.5 million shares of stock and 0.7 million additional whole-share three-year warrants to purchase shares of its common stock at $2.00 per share to two firms who acted as placement agents for the private placement.  In addition, the Company incurred cash costs of $0.3 million resulting in net proceeds of $7.0 million that were recorded as common stock and additional paid-in capital.
 

Upon the completion of the Share Exchange, the Company issued one million three-year warrants to purchase shares of its common stock at $1.00 to an investor in the private placement, in order to replace an obligation to Atlantis as described in Note 11.

In July, 2010, the Company issued 1.4 million units, with each unit consisting of one share of common stock and a five-year warrant to purchase 0.2 shares of common stock at $2.00 per share. Each unit was issued for $1.00, resulting in gross proceeds of $1.4 million. As compensation for their services, the Company issued 0.1 million shares of stock and 0.1 million additional whole-share three-year warrants to purchase shares of its common stock at $2.00 per share to two firms who acted as placement agents for the private placement.

On November 30, 2010 we completed the acquisition of Baja and Oceanic (referred to herein as the Baja acquisition) as described in Note 7. We issued 10 million shares of common stock, valued at $12.1 million, and paid an additional $12.0 million of consideration. In July 2010, we paid $8.0 million for the purchase of 33% of Baja and Oceanic. Baja is incorporated in and operates in Mexico. Baja operates facilities and equipment in Mexico where it farms Pacific Bluefin Tuna for sale primarily into the Japanese sushi and sashimi market. Oceanic is incorporated in and operates in the United States as the management services company for Baja.

F-7

Kali Tuna's and Baja's core business activity is farming and selling Bluefin Tuna. The production is seasonal as tuna is caught mostly during May through August. Bluefin Tuna has an average farming period between .5 years and 3.5 years. Most of Kali Tuna's and Baja's sales transactions occur during the winter months, October through March.

2. Significant accounting policies

Basis of presentation

The consolidated financial statements of Umami and its majority owned subsidiaries and its consolidated variable interest entities have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP).  All significant intercompany accounts and transactions have been eliminated.

Effective December 1, 2010, we changed the functional currency of Umami to the United States dollar (the USD) from the Croatian Kuna (the HRK) due to changes in circumstances, the most significant being the completion of the acquisition of Baja and Oceanic. Kali Tuna's and Lubin's (see below) transactions and balances have been measured in HRK, their functional currency, and their financial statements have been translated into USD, which is the reporting currency of the Company. Baja's and Marpesca's (see below) financial statements are maintained in Mexican Pesos (the MXN), and have been remeasured into USD, their functional currency. The foreign currency translation adjustments are recorded in accumulated other comprehensive income. The resulting gain or loss is included in the Statements of Operations in loss from foreign currency transactions and remeasurements.

All amounts are stated in thousands of USD, unless indicated otherwise.

Transactions in foreign currencies are initially recorded at the exchange rates prevailing on the dates of the transactions. Non-monetary assets of Baja are translated at the historical exchange rate prevailing on the date of the transaction.  All assets and liabilities of Kali Tuna and monetary assets and liabilities of Baja are translated or remeasured at the spot rates at each balance sheet date. Revenue and expenses are translated or remeasured at average exchange rates in effect during the period. The results of transaction and remeasurement gains and losses are reflected in the Statements of Operations in loss from foreign currency transactions and remeasurements. Equity is translated at historical rates and the resulting translation adjustments are reflected in accumulated other comprehensive income.

Accounting estimates

The preparation of financial statements in conformity with US GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management exercises significant judgment in estimating the weight of the biomass of tuna inventories, the fair value of derivative stock warrant liabilities and stock based compensation, recoverability of long-lived assets, purchase accounting and utililization of deferred tax assets. Actual results may differ from those estimates.

Basis of consolidation

Under Croatian law, a foreign-owned company cannot own the right to fish in Croatian waters.  Our farming operation needs access to Bluefin tuna to stock the farm and various bait fish to feed the biomass at the farm.  MB Lubin d.o.o. (Lubin) is a Croatian-based marine company that is owned by one of the members of Kali Tuna's management.  Lubin owns various boats and has the right to fish for bluefin tuna and various bait fish.  In July 2009 we entered into 20-year agreements whereby Lubin will provide exclusive services to Kali Tuna related to fish farming, live tuna catching and catching of bait fish. Kali Tuna provides financing for Lubin and Lubin does not have total equity investment at risk sufficient to permit it to finance its activities without the support of Kali Tuna.  We have therefore determined that Lubin is a variable interest entity and that Kali Tuna is the primary beneficiary.

F-8

Under Mexican law, a majority foreign owned company cannot own the right to fish in Mexican waters.  Our farming operation needs access to various bait fish to feed the biomass at the farm.  Marpesca S.A.de C.V. (Marpesca) is a Mexican based fishing company that is owned 49% by Baja and 51% by one of the members of Baja's management.  Marpesca leases a fishing boat from Baja and has the right to fish for various bait fish.  Baja provides financing for Marpesca and Marpesca does not have total equity investment at risk sufficient to permit it to finance its activities without the support of Baja.  It also does not have the fixed assets that it requires to carry out these fishing activities without leasing them. Currently these are leased from Baja.  We have therefore determined that Marpesca is a variable interest entity and that Baja is the primary beneficiary.

Prior to October 31, 2010, Kali Tuna operated a joint venture, owned 50% by Kali Tuna and 50% by Bluefin Tuna Hellas A.E., an unrelated third party (the “BTH Joint Venture”).  Under the terms of the joint venture, Bluefin tuna was acquired, farmed and sold at Kali Tuna's site.  Initially, the joint venture was operated through a separate entity, Kali Tuna Trgovina d.o.o.  In January 2008, all activities of the joint venture were assumed by Kali Tuna.  In October 2010, the joint venture was terminated, at which time the joint venture's remaining assets, consisting primarily of Bluefin tuna biomass located at Kali Tuna's farming sites were purchased by Kali Tuna at the fair market value of $1.6 million.  We do not expect to enter into these types of arrangements in the future.

Having determined that Lubin and Marpesca are variable interest entities of which Kali Tuna and Baja are the primary beneficiaries, Lubin and Marpesca have been consolidated in the Umami financial statements.

Earnings per share

Basic earnings per share is computed by dividing net income attributable to Umami stockholders by the weighted average number of common shares outstanding in each period. Diluted earnings per share is computed by dividing net income attributable to Umami stockholders by the weighted average number of common shares outstanding plus the weighted average number of common shares that would be issued upon exercise of outstanding options and warrants.  We have excluded 4.2 million of outstanding warrants from the diluted shares because they were anti-dilutive.

The following table presents the calculation of the earnings per share:

	Year Ended June 30,
	2011		2010
Numerator: Net income attributable to Umami shareholders	$	1,035	$	441
Denominator: Weighted average shares outstanding (basic)		54,262		30,042
Effect of dilutive securities
Stock options and warrants		187		—
Denominator: weighted average share outstanding (diluted)		54,449		30,042
Net income per share (basic)	$	0.02	$	0.01
Net income per share (diluted)	$	0.02	$	0.01

Revenue recognition

Revenue is recognized when tuna inventory is delivered and we have transferred to the buyer the significant risks and rewards of ownership.   The delivery occurs either at one of our sites in Croatia and Mexico when loaded into a freezer vessel or container or at the auction house in Japan.  We are responsible for the costs of shipping and handling up to the point of sale.  These costs are included in the cost of goods sold.  We do not incur any post sale obligations.

Value added tax (VAT or IVA)

Revenue is presented net of value added taxes collected.  In both Croatia and Mexico, VAT and IVA, respectively, is not charged on exports, and in Mexico, Bluefin Tuna is classified as a food which is IVA exempt.   In both countries we can claim back VAT or IVA paid on our business purchases.  The amount receivable from the Mexican and Croatian Tax authorities is recorded in our balance sheet as "Refundable value added tax."

F-9

Cost of Goods Sold

The cost of goods sold includes the cost of the inventory sold plus any direct costs associated with the harvest including the associated shipping and handling costs.

Selling and general administration costs

Selling and general administration costs include the cost of sales commissions on our sales and our administration costs in Umami and the subsidiaries.

Fair value of financial instruments

As described below in Note 10, our derivative stock warrants are recorded at estimated fair value. The carrying values of our other financial instruments, including accounts receivable, borrowings and accounts payable approximate their fair value due to their short-term nature. All our long-term borrowings commenced in the 2011 fiscal year and the fair value approximates carrying value as we recently entered into these debt agreement and the terms are consistent with the terms we could obtain at June 30, 2011.  We do not hold any financial instruments for trading purposes.

Long-lived assets

We review our long-lived assets for possible impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount.

Farming Concessions

Farming concessions are recorded at the acquisition cost or fair value as assessed at the date of acquisition. The concessions are determined to be indefinite lived assets which we evaluate for impairment annually.

Income taxes

Income taxes are accounted for using the asset and liability method.  Under the asset and liability method of accounting for income taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and for tax loss carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period the changes are enacted. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  A valuation allowance is provided for deferred income tax assets for which it is deemed more likely than not that future taxable income will not be sufficient to realize the related income tax benefits from these assets.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. 

We evaluate our uncertain tax positions in accordance with the guidance for accounting for uncertainty in income taxes. We recognize the effect of uncertain tax positions only if those positions are more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  Recognized income tax positions are measured based on the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. Guidance is also provided for recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.  We record interest and penalties related to unrecognized tax positions in income tax expense.

F-10

Property and equipment

Property and equipment are stated at cost and depreciated over the estimated useful lives of the related assets, which generally range from 2 to 20 years, using the straight line method. Maintenance and repairs, which do not extend asset lives, are expensed as incurred. The gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in operations.

Inventories

Inventories consist primarily of live tuna stock that Kali Tuna and Baja farm until the tuna reaches desirable market size. Management systematically monitors the size, growth and growth rate of the tuna to estimate the quantity in kilograms at each balance sheet date. Live stock inventories are stated at the lower of cost, based on the average cost method, or market. Inventories of fish feed are stated at the lower of cost, based on the average cost method, or market.

Management reviews inventory balances and purchase commitments to estimate if inventories will be sold at amounts (net of estimated selling costs) less than carrying value. If expected net realizable value is less than carrying value, we would adjust our inventory balances through a charge to cost of goods sold.

During the fishing season tuna is caught at sea and transported to our farms.  This tuna is not included in our live stock inventory until it has been transferred into the farming cages and has been counted and the biomass assessed.  Costs associated with the fishing activities are accumulated in a separate inventory account, "Fishing Season in Progress" and are transferred to live stock inventory when the biomass has been assessed at lower of cost or the net realizable value.  Any costs not recoverable are written off in the period in which the fish were caught.

Trade accounts receivable

Trade accounts receivable represents the balance owed to us by our customers in connection with sales transactions. An allowance for uncollectible accounts is determined by management based on a review of our accounts, with consideration of historical losses, industry circumstances and general economic conditions. Accounts are charged against the allowance when all attempts to collect have failed.

The total allowance for doubtful accounts on June 30, 2011 and 2010 was less than $0.1 million.

Cash and cash equivalents

We consider all highly liquid cash investments that mature in three months or less when purchased, to be cash equivalents. Our bank deposits are generally not covered by deposit insurance.

Investments in Unconsolidated Affiliates

We account for our investments in unconsolidated affiliates by the equity method. The equity method of accounting is used when our investment in voting stock gives us the ability to exercise significant influence over operating and financial policies of the investee and when we hold 20% or more of the voting stock of the investee, but no more than 50%. Baja and Oceanic were accounted for using the equity method from July 20, 2010 (date of acquisition of 33% ownership) to November 30, 2010 (date of purchase of remaining shares, described in Note 7). Subsequent to November 30, 2010, Baja and Oceanic have been consolidated.

Accounting for Employee Stock Options

Stock-based compensation cost is estimated at the grant date based on the fair value of the award, and the cost is recognized as expense ratably over the requisite service period. Determining the fair value model to use requires judgment. Determining the assumptions that enter into the model is highly subjective and also requires judgment. The significant assumptions include projections regarding stock price volatility, expected term of the awards, interest rates and dividend yields. We use the Black-Scholes model for estimating the fair value of stock options. Since we have limited prior trading history, expected volatility is estimated based on the historical volatility of similar companies in the same industry as we are. The expected term of awards granted is estimated based on the simplified method as documented in Staff Accounting Bulletin (SAB) 107 and SAB 110 for companies that do not have sufficient data to provide for a reasonable basis for the expected term. The forfeiture rate was estimated to be zero as the awards were granted to only two individuals and we had no history of forfeitures. The risk-free interest rate is estimated based upon rates for U.S. Treasury securities with maturities equal to the expected term of the options. We do not presently pay dividends.

F-11

Derivative stock warrants

As described above, our reporting currency was the USD and our functional currency was the Croatian HRK through November 30, 2010, as virtually all operations were in Croatia. Capital raising efforts are conducted primarily in USD and we have and will continue to issue warrants to purchase common shares at prices denominated in USD.

Through November 30, 2010, the fact that the exercise prices of the warrants were not denominated in the functional currency required that the warrants be considered derivatives and recorded at their estimated fair value as liabilities.  As of each reporting date, the estimated fair value of the warrants that remained outstanding was re-assessed and the recorded liabilities were adjusted.  If the warrants increased in fair value, the increase was shown as an expense in the statement of operations and if the warrants decreased in fair value, a gain was recorded for such decrease. This accounting was used through November 30, 2010, the date of the Baja and Oceanic acquisition. Effective December 1, 2010 our functional currency became the USD and we reclassified the $1.3 million liability for 5.2 million of our outstanding warrants to stockholders' equity. Approximately 3.6 million warrants continue to be accounted for as liabilities as of June 30, 2011 due to specific features within the warrant agreements. See Note 10 for further details.

Recent Accounting Pronouncements

In June 2011, the FASB, issued guidance regarding the presentation of comprehensive income. The new standard requires the presentation of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The new standard also requires presentation of adjustments for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The updated guidance is effective on a retrospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The adoption of this guidance will not have a material impact on our financial statements.

In May 2011, the FASB issued additional guidance on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The updated guidance is effective on a prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The adoption of this guidance will not have a material impact on our financial statements.  In January 2010, the FASB issued new accounting guidance that requires new disclosures related to fair value measurements. The new guidance requires expanded disclosures related to transfers between Level 1 and 2 activities and a gross presentation for Level 3 activity. The new accounting guidance is effective for fiscal years and interim periods beginning after December 15, 2009, except for the new disclosures related to Level 3 activities, which are effective for fiscal years beginning after December 15, 2010 and for interim periods within those years. The new guidance was effective in the third quarter of our fiscal year 2010 for Level 1 and Level 2 activities, but disclosures related to Level 3 activities will not be effective until the first quarter of our fiscal year 2012. We have stock warrants which are categorized as Level 3 liabilities.

Reclassifications

Certain items in the prior periods have been reclassified to conform with the June 30, 2011 presentation, with no effects on previously reported equity or net income attributable to Umami shareholders.

3. Significant concentrations

Revenue concentration for sales of tuna to our major customers for the years ended June 30, 2011 and 2010 were as follows:

	Year Ended June 30,
	2011			2010
Atlantis Group and Subsidiaries		71.9	%		—
Mitsubishi Corporation		10.8	%		—
Global Seafoods Co., LTD		9.3	%		—
Sirius Ocean Inc.		6.9	%		16.5	%
Daito Gyorui Co., Ltd		—			82.6	%

F-12

In the fiscal year ended June 30, 2011, 98.1% of our sales were to Japanese customers and in the year ended June 30, 2010, 99.7% of our sales were to Japanese customers.  In the fiscal year ended June 30, 2011 our sales were 51% from Croatia and 49% from Mexico.  In the fiscal year ended June 30, 2010 all our sales were from Croatia.  At June 30, 2011, approximately 57% of our long-term assets are located in Mexico, 39% are located in Croatia and 4% are located in the United States.

4. Inventories

Inventories were comprised as follows as of June 30, 2011 and 2010:
 

	June 30,
	2011		2010
Live stock inventories:
under 30 kg.	$	24,364	$	7,132
30-60 kg.		10,156		8,858
60-90 kg.		12,647		720
90+ kg.		1,268		2,354
		48,435		19,064
Inventory in transit (fishing season in progress)		4,611		—
Fish feed and supplies		1,980		703
Total inventories	$	55,026	$	19,767

Inventories are stated at the lower of cost or net realizable value. Cost is calculated on a weighted average basis and includes all costs to acquire and to bring the inventories to their present location and condition. The inventories purchased as part of the Baja acquisition were recorded at fair value which was estimated based upon the market prices that a market participant would be willing to pay for the inventory, less costs to be incurred up to the estimated harvest date and a reasonable profit margin on the cost to be incurred and the selling efforts. See Note 7 for further information on the Baja acquisition. International regulations prohibit the sale for consumption of Northern Bluefin Tuna (which is farmed at Kali Tuna) under 30 kg.  We evaluate the net realizable value of our inventories on a regular basis and will record a provision for loss to reduce the computed weighted average cost if it exceeds the net realizable value.

Inventory in transit from the fishing grounds to the farm is not included in our biomass totals until it has been properly measured and counted upon arrival at the farm.

5. Other current assets

Other current assets were comprised as follows as of June 30, 2011 and 2010:

	June 30,
	2011		2010
Prepaid fishing expenses	$	111	$	—
Other receivables		180		—
Refundable income taxes		—		16
Prepaid expenses		315		278
Prepaid interest expense		—		24
Prepaid insurance		66		—
	$	672	$	318

F-13

6. Property and equipment

Our property and equipment were as follows as of June 30, 2011 and 2010:
 

	June 30,
	2011		2010
Cost:
Land	$	497	$	431
Buildings		2,876		2,495
Vessels		14,387		8,143
Machinery and equipment		11,704		6,884
Fixtures and office equipment		313		110
Construction in progress		266		34
		30,043		18,097
Less accumulated depreciation:
Buildings		1,205		918
Vessels		5,569		3,982
Machinery and equipment		6,369		4,428
Fixtures and office equipment		155		97
		13,298		9,425
Property and equipment, net	$	16,745	$	8,672

Property and equipment is depreciated over the estimated useful lives of the related assets, using the straight line method.  The useful life will depend upon the asset and its use estimated as follows:

Asset	Estimated Useful Lives
Vessels	10 - 20 years
Farm Equipment	2 - 6 years
Machinery	4 - 10 years
Fixtures and office equipment	2 - 10 years

7.  Acquisitions

Baja and Oceanic

As of June 30, 2010, Atlantis, our principal stockholder, had advanced $4.9 million as a deposit toward the purchase price of the anticipated acquisition by Umami of Baja Aqua Farms, S.A. de C.V., a Mexican corporation (Baja) and its affiliate Oceanic Enterprises, Inc., a California corporation (Oceanic). Baja owns and operates facilities and equipment in Mexico where it farms Pacific Northern Bluefin Tuna for sale primarily into the Japanese sushi and sashimi market.

On July 20, 2010, we entered into a stock purchase agreement with Corposa, S.A. de C.V., Holshyrna ehf, and certain other parties, providing for the sale from Corposa and Holshyrna of 33% of the equity of Baja and Oceanic. The agreement provided for acquisition of 33% interests in each entity for $8.0 million, which was funded by Atlantis and charged against our line of credit from Atlantis.

As part of the stock purchase agreement, we also acquired the option, exercisable by September 15, 2010, to purchase all remaining Baja and Oceanic shares in consideration for the issuance of a) 10,000,000 restricted shares of our common stock and b) payment in cash of $10.0 million. On September 15, 2010, we exercised the option and on September 27, 2010, the parties to the agreements entered into amendments to each of the agreements requiring certain capital distributions plus an additional $2.0 million related to the amendments to be made to the selling parties on or before November 30, 2010.  On November 30, 2010, we consummated the acquisition of Baja and Oceanic.  However, instead of making the $10.0 million cash payment described above, we paid $7.8 million in cash and issued zero interest promissory notes in the aggregate principal amount of $2.2 million on November 30, 2010. The notes which were unsecured were due and paid on December 10, 2010.  The total purchase price for the acquisition of Baja and Oceanic was $32.7 million including 10.0 million shares of Company common stock valued at $12.1 million.

F-14

We have accounted for the acquisition of Baja as a step acquisition business combination. Under business combination accounting, the assets and liabilities were recorded as of the acquisition date, at their respective fair values, and consolidated with our assets and liabilities.  The purchase price allocation is based on estimates of the fair value of assets acquired and liabilities assumed. Under step acquisition requirements, our initial unconsolidated investment in Baja is also recorded at fair value based on the purchase price.  Due to the fact that the initial 33% interest was acquired close to the time the remaining interest was acquired, we determined the value at the time the option was exercised ($8.6 million) to be the same as the cost of the original 33% interest ($8.0 million) plus the amount of our proportionate earnings ($0.6 million) while we were a 33% interest holder with no gain or loss recognized.

The fair value of the shares issued as consideration was based on the weighted average of the estimated per share fair value of common shares contained within unit sales during the two months prior to the acquisition date and the weighted average price of common shares traded in the over-the-counter market during the two days prior to the acquisition.

The fair value of the purchase consideration was as follows:

Cash	$	12,000
10.0 million shares of Umami stock		12,050
Fair value of previously held equity interest		8,601
Total purchase price	$	32,651

The purchase price has been allocated as follows:

(in thousands)	Quarter ended December 31, 2010		Adjustments in Quarter ended March 31, 2011			Adjustments in Quarter ended June 30, 2011			June 30, 2011
Cash	$	385	$			$			$	385
Accounts receivable		1,210								1,210
Other accounts receivable		615					(37	)		578
Inventory		37,756					(956	)		36,800
Other current assets		456		(17	)		(120	)		319
Property, plant and equipment		6,225		403			(112	)		6,516
Farming concessions		3,000					7,278			10,278
Long-term deferred tax assets		471		(471	)					—
Other long-term assets		118								118
Total assets acquired		50,236		(85	)		6,053			56,204
Accounts payable and accrued liabilities		2,547					285			2,832
Accounts payable to related parties		286					270			556
Working capital advances from Umami		7,494								7,494
Short-term notes payable		3,191								3,191
Deferred tax liability		2,232		(1,015	)		1,195			2,412
Total liabilities assumed		15,750		(1,015	)		1,750			16,485
Net assets acquired	$	34,486	$	930		$	4,303		$	39,719

We have finalized the value of assets acquired and liabilities assumed except for the value of the farming concessions. The fair value of the fish inventory acquired was based on our estimates of the net realizable value less a distribution margin for the portion of the fish expected to be harvested prior to March 31, 2011. The remainder of the fish were valued at estimated cost to catch. We have obtained a preliminary appraisal for the farming concessions and are completing our review. We have recognized a preliminary gain on bargain purchase of $7.1 million.  The transaction resulted in a gain as we acquired a larger biomass of Bluefin tuna than we had originally projected.  We expect to finalize this amount no later than one year from the acquisition date.

Transaction costs related to the acquisition of Baja and Oceanic were $0.1 million and are classified in selling, general and administrative expenses.

Since November 30, 2010, the date of the acquisition of Baja and Oceanic, revenues from Baja and Oceanic were $28.2 million and Baja and Oceanic’s net income attributable to Umami shareholders was $5.8 million.

F-15

The following table presents unaudited pro forma information for the Company as if the investment in Baja and Oceanic had occurred at July 1, 2009:

	Year ended June 30,
	2011		2010
Net revenue	$	71,239	$	32,645
Operating income (loss)		4,615		(2,531	)
Net income (loss)		1,003		(6,224	)
Net (loss) attributable to Umami stockholders		2,297		(4,574	)
Basic and diluted net (loss) per share attributable to Umami stockholders		0.04		(0.11	)

Croatian Operation

In June 2011 we completed an acquisition from Drvenik Tuna d.o.o of a farming concession along with live Bluefin tuna, cages and supplies in Croatia. We paid a total of $5.0 million for the assets. We are in process of allocating the purchase price to the assets acquired. Based on our preliminary estimates we have allocated $2.9 million to inventory, $1.3 million to farming concessions, $0.8 million to property and equipment and $0.3 million to goodwill. The assets acquired have been valued at our preliminary estimate of fair value. The acquisition will enable Kali Tuna to expand its operations by approximately 1,500 metric tons.

F-16

8.  Borrowings

The Company's borrowings were comprised as follows as of June 30, 2011 and 2010 (monetary units in thousands):

			Effective rate at				June 30,
	Facility	Interest Rate	June 30, 2011				2011			2010
Erste&Steiermaerkische bank d.d.	HRK 19,240	5% variable*				$	—		$	3,258
Erste&Steiermaerkische bank d.d.	HRK 29,240	5% variable*		5.81	%		5,708			—
Erste&Steiermaerkische bank d.d.	HRK 30,000	5% variable*					—			5,080
Erste&Steiermaerkische bank d.d.	HRK 30,000	5% variable*		6.24	%		5,856			—
Erste&Steiermaerkische bank d.d.	EUR 1,375	3M EURIBOR +7%					—			1,675
Erste&Steiermaerkische bank d.d.	JPY 180,000	3M JPY LIBOR+6.5%					—			2,025
Erste&Steiermaerkische bank d.d.	JPY 180,000	3M JPY LIBOR+6.5%		8.19	%		2,219			—
Erste&Steiermaerkische bank d.d.	CHF 707	3M CHF LIBOR+7%					—			649
Erste&Steiermaerkische bank d.d.	EUR 550	3M EURIBOR+5%		6.86	%		792			—
Volksbank d.d.	HRK 10,000	40% at HBOR 3.8% + 60% at 5.9%		6.93	%		1,627			—
Privredna banka Zagreb d.d.	EUR 2,505	3M EURIBOR+4.75%		5.55	%		3,593			—
Bancomer	MXN 50,000	TIEE + 4.5%		8.85	%		4,223			—
UTA Capital LLC	USD 3,125	9%		9.00	%		3,387			—
Private investors	USD 2,000	Nil	Nil				2,000			—
Total obligations under capital leases							37			41
Less: Debt discount							(1,007	)		—
Total borrowings						$	28,435		$	12,728
Made up of:
Short-term borrowings						$	24,002		$	12,700
Long-term debt						$	4,417		$	—
Long-term obligations under capital leases						$	16		$	28

*At discretion of bank

Bank Loans - Erste&Steiermaerkische bank. d.d. - Kali Tuna

Kali Tuna now has a credit facility with Erste&Steiermaerkische bank. d.d. that consists of three revolving credit lines amounting to HRK 29.2 million ($5.7 million), HRK 30.0 million ($5.9 million), and  JPY 180.0 million ($2.2 million) which mature on February 15, 2012, March 15, 2012, and March 1, 2012, respectively.

Certain of Kali Tuna's and Lubin's fixed assets are pledged to the Croatian bank in connection with these loans.

The loan from Erste&Steiermaerkische bank. d.d. to Lubin for CHF 0.7 million was paid in full on April 28, 2011.  The loan from Erste&Steiermaerkische bank. d.d. for EUR 0.6 million matures January 31, 2018 with interest payable monthly based on the three-month EURIBOR rate plus 7%.  The loan is collateralized by certain Kali Tuna and Lubin fixed assets.

F-17

Kali Tuna entered into an agreement on October 7, 2010 with Erste&Steiermaerkische bank d.d. providing for a EUR 6.7 million line of credit. The loan matured and was paid in full March 1, 2011. Interest was payable monthly based on the three-month EURIBOR rate plus 5.25%.  The loan was collateralized by certain Kali Tuna and Lubin fixed assets and certain Kali Tuna inventory.

On June 21, 2011, Kali Tuna, entered into an agreement with Erste&Steiermaerkische bank d.d. for a  working capital loan totaling approximately $15.4 million.  Kali Tuna began to draw down the loan in early July 2011.  The funds are available for working capital needs of Kali Tuna and require that matching funds be provided by the Company or pursuant to sales proceeds for each dollar borrowed.  The loan bears interest at a fixed rate of 2.8% per annum for 40% of the loan and a floating rate which is based on treasury notes of the Ministry of Finance of the Republic of Croatia plus 3% for the remaining 60%.  The effective combined rate is currently approximately 5% per year.  The loan is due no later than December 31, 2014.  The loan is secured by live Bluefin tuna owned by Kali Tuna.  The agreement includes events of default primarily related to Kali Tuna's ability to meet its financial obligations as they come due including those related to the note.  Interest is paid quarterly.

Other Bank Loans - Kali Tuna

The Kali Tuna loan from Volksbank d.d. for HRK 10.0 million ($1.6 million) matures on December 31, 2013 and is payable in quarterly installments of $0.2 million which began March 31, 2011. The terms of the loan call for a variable interest rate based on 40% at HBOR rate plus 60% at a rate of 5.9%. The loan is collateralized by certain Kali Tuna inventory.

The Kali Tuna loan from Privredna banka Zagreb d.d. for EUR 2.5 million ($3.6 million) matures on March 31, 2014 and is payable in three annual installments beginning March 31, 2012.  Interest is payable monthly based on the three-month EURIBOR rate plus 4.75%.  The loan is collateralized by certain Kali Tuna fixed assets and inventory.

Bank Loans - Baja

The Baja credit facility with Bancomer for MXN 50.0 million ($4.2 million) matured on September 30, 2011 and accrues interest payable at a rate of TIEE +4.5% monthly.  The loan is collateralized by certain Baja inventory.  This facility had been extended to November 4, 2011 and was paid in full on October 19, 2011.

Private Investor Loans - Umami

On October 7, 2010, Umami entered into a note and warrant purchase agreement with a secured private lender.  Umami received gross proceeds of $5.0 million in exchange for: (i) a note payable of $2.5 million which matured and was paid in full March 31, 2011, (ii) a note payable of $3.1 million which matures on March 31, 2012 (this was paid in full in September 2011), and (iii) warrants to purchase 3.0 million shares of its common stock (see Note 11).  Both notes bore interest at 9% per year.  However, additional interest expense between $0.2 million and $1.1 million may become due and payable over the terms of the notes if the Company does not achieve certain EBITDA thresholds.  The notes restricted repayments of the Aurora related party notes payable to amounts lower than $4.0 million while the $3.1 million note was outstanding.  The notes were collateralized by certain assets of Umami and its subsidiaries.  In addition, Umami had pledged shares in Bluefin, and Baja had guaranteed the Company's obligations to the lender. The lender also received a closing fee and was reimbursed for costs of $0.1 million from the gross proceeds. Additional closing costs of $0.1 million were paid to the lender. The warrants related to the note have been recorded as a stock warrant liability and the fair value of $1.5 million was calculated using a Black-Scholes pricing model and was recorded as a discount to the notes payable.  The discount for the warrants, the original debt discount and the deferred financing costs (totaling $3.0 million) are being amortized using the effective interest method over the life of these loans and is recorded as interest expense in the Statement of Operations.

On November 15, 2010, Umami entered into a note purchase agreement with private party lenders.  Umami received gross proceeds of $2.8 million in exchange for promissory notes in the aggregate principal amount of $2.8 million which matured on January 14, 2011.  The notes bore interest at the rate of 6% for the first 30 days and 9% for the portion of the notes that had not been repaid by December 15, 2010.  The notes were collateralized by Bluefin Tuna inventory of Kali Tuna and Baja and the pledge of certain of Umami's shares held by Atlantis.  The notes were paid in full on January 14, 2011.

On February 28, 2011, we entered into a note purchase agreement with private party lenders. We received gross proceeds of $3.5 million in exchange for promissory notes in the aggregate principal amount of $3.5 million which matured on April 18, 2011.  The notes bore interest at the rate of 4.5% per month from the effective date of February 16, 2011 through repayment. The notes were collateralized by Bluefin Tuna inventory of Kali Tuna and Baja and the pledge of certain of our shares held by Atlantis. The notes were paid in full on March 16, 2011.

F-18

On March 31, 2011, Umami entered into a note purchase agreement with a private party lender, under which the Company received gross proceeds of $3.5 million in exchange for a promissory note in the aggregate principal amount of $3.6 million which originally matured on May 16, 2011, and was subsequently extended to and paid in full on May 25, 2011. The note bore no interest and was collateralized by certain accounts receivable of Baja.

On May 6, 2011, Umami entered into a note purchase agreement with a private party lender.  The Company received gross proceeds of $0.5 million in exchange for a promissory note in the aggregate principal amount of $0.5 million which matured on May 21, 2011.  The note bore no interest and was collateralized by certain Baja inventory and the pledge of 1.0 million of Umami's shares held by Aurora Investments. The notes were paid in full on May 19, 2011.

On June 3, 2011, Umami entered into a note purchase agreement with private party lenders.  The company received gross proceeds of $1.9 million in exchange for promissory notes in the aggregate principal amount of $2.0 million with a maturity date of June 30, 2011.  The notes bore no interest and were collateralized by certain Baja inventory and the pledge of 6.0 million of Umami's shares held by Atlantis.  Subsequent to receipt of the $2.0 million in loan proceeds, the credit agreement was amended on June 30, 2011 to increase the loan principal amount to $5.6 million with discounted proceeds of $5.0 million.  The amended loan had a maturity date of September 30, 2011, was extended to October 5, 2011 and paid in full October 5, 2011.  The notes bore no interest and were collateralized by the same assets as under the original agreement.

See Note 11 for the borrowings from related parties.

Deferred financing costs of $3.4 million related to secured notes payable were incurred and $2.3 million were amortized in the year ended June 30, 2011.

9.  Variable interest entities

Under Croatian law, a foreign-owned company cannot own the right to fish in Croatian waters.  Our farming operation needs access to Bluefin tuna to stock the farm and various bait fish to feed the biomass at the farm.  Lubin is a Croatian-based marine company that is owned by one of the members of Kali Tuna's management.  Lubin owns various boats and has the right to fish for Bluefin tuna and various bait fish.  In July 2009, we entered into 20-year agreements whereby Lubin is required to provide exclusive services to Kali Tuna related to fish farming, live tuna catching and catching of bait fish. Kali Tuna provides financing for Lubin and Lubin does not have total equity investment at risk sufficient to permit it to finance its activities without the support of Kali Tuna.  We have therefore determined that Lubin is a variable interest entity and that Kali Tuna is the primary beneficiary.

Under Mexican law, a majority foreign-owned company cannot own the right to fish in Mexican waters.  Our farming operation needs access to various bait fish to feed the biomass at the farm.  Marpesca is a Mexican based fishing company that is owned 49% by Baja and 51% by one of the members of Baja's management.  Marpesca leases a fishing boat from Baja and has the right to fish for various bait fish.  Baja provides financing for Marpesca and Marpesca does not have total equity investment at risk sufficient to permit it to finance its activities without the support of Baja.  It also does not have the fixed assets that it requires to carry out these fishing activities without leasing them. Currently these are leased from Baja.  We have therefore determined that Marpesca is a variable interest entity and that Baja is the primary beneficiary.

Prior to October 31, 2010, Kali Tuna operated a joint venture, owned 50% by Kali Tuna and 50% by Bluefin Tuna Hellas A.E. an unrelated party.  Under the terms of the joint venture, Bluefin tuna was acquired, farmed and sold at Kali Tuna’s site.  Initially the joint venture was operated through a separate entity, Kali Tuna Trgovina d.o.o. (“KTT”).  In January 2008, all activities of the joint venture were transferred to Kali Tuna through the BTH Joint Venture.

We have determined that Kali Tuna and its affiliates provided the majority of financial support to Lubin and KTT through various sources including the purchase and sale of inventory, rental income and unsecured loans. In addition, as of June 30, 2011, Kali Tuna was a guarantor for repayment of Lubin´s note payable to Erste&Steiermaerkische bank d.d. in the amount of EUR 0.6 million ($0.8 million).

Financial support provided by Kali Tuna and its affiliates to Lubin and KTT as of June 30, 2011 and 2010 and during the years then ended follows:

F-19

	Lubin				KTT
	Year ended June 30,				Year ended June 30,
	2011		2010		2011		2010
Rental income and sale of inventory	$	2,565	$	2,402	$	—	$	—
Purchase of inventory		—		48		—		—
Unsecured loans		6,290		6,028		—		—

Selected information from the balance sheets of Lubin and KTT as of June 30, 2011 and 2010, and the results of operations for the years then ended follow:
 

	Lubin						KTT
	June 30,						June 30,
	2011			2010			2011			2010
Total assets	$	5,739		$	5,123		$	55		$	51
Total liabilities		8,683			7,308			—			—
Stockholders’ equity (deficit)		(2,944	)		(2,185	)		55			51
Net sales		2,629			2,518			—			—
Net  (loss)		(459	)		(1,566	)		(1	)		(8	)

The BTH joint venture activities previously conducted through KTT were, beginning during the year ended June 30, 2009, conducted within Kali Tuna. BTH contributed livestock to the joint venture during 2009 and its 50% share in the profits generated has been reflected as a noncontrolling interest within these consolidated financial statements.  The joint venture was terminated in October 2010.

Selected information from the balance sheets of BTH Joint Venture as of June 30, 2011 and 2010, and the results of its operations for the years then ended were as follows:
 

	June 30,
	2011			2010
Total assets	$	—		$	2,354
Total liabilities		—			—
Venturers’ equity		—			2,354
Net sales		—			189
Net (loss)		(146	)		(540	)

We have determined that Baja has provided the majority of the financial support to Marpesca through various sources including June 30, 2011 and the results of operation including rental income and sale of inventory totaling $0.4 million for the seven months ended June 30, 2011 were as follows:
     

	June 30, 2011
Total assets	$	923
Total liabilities		1,335
Stockholders’ deficit		(412	)
	Seven months ended June 30, 2011
Net sales	$	403
Net (loss)		(412	)

A portion of the operating loss for the non-controlling interest of Lubin and Marpesca is inventoried by Kali Tuna and Baja, respectively, to reflect the actual operating costs of Lubin’s and Marpesca’s bait operations.

F-20

10.  Stock options and warrants

Stock Options

We do not currently have a formal stock option plan. On June 30, 2010, stock options were granted to two employees to purchase a total of 1,100,000 shares of our common stock at $1.00 per share. Of these options, 183,333 vested immediately, with an additional 183,333 shares vesting on the first anniversary of the grants. An additional 366,667 shares will vest on each of the second and third anniversary dates of the grants. The options have a 5 year contractual term with 4.0 years remaining at June 30, 2011. There were no new grants of stock options during the year ended June 30, 2011.

The fair value of each option awarded in the year ended June 30, 2010 was estimated on the date of grant using the Black-Scholes option valuation model, and the following assumptions:
 

Average risk-free interest rate		1.91	%
Expected dividend yield	None
Expected volatility		50	%
Expected term (years)		3.0

The risk-free interest rate is estimated based upon rates for long-term U.S. Treasury securities. Since we had no prior trading history, expected volatility is estimated based on the historical volatility of similar companies in the same industry as we are. The expected term of awards granted is estimated based on the simplified method as documented in SAB 107 and SAB 110 for companies that do not have sufficient data to provide for a reasonable basis for the expected term.

Stock option activity during the years ended June 30, 2011 and 2010:
 

	Shares		Exercise Price		Remaining Contractual Term
Outstanding as of June 30, 2009		—
Options granted		1,100,000	$	1.00
Options exercised		—
Options forfeited		—
Outstanding as of June 30, 2010		1,100,000	$	1.00
Options granted		—
Options exercised		—
Options forfeited		—
Outstanding as of June 30, 2011		1,100,000	$	1.00	4.0 years
Exercisable as of June 30, 2011		366,667	$	1.00	4.0 years
Vested as of June 30, 2011		366,667	$	1.00	4.0 years
Non-vested as of June 30, 2011		733,333	$	1.00	4.0 years

The intrinsic value of stock options is calculated as the amount by which the fair value of our common stock exceeds the exercise price of the option. At June 30, 2011 the intrinsic value of our options outstanding and our options vested and expected to vest was $0.2 million and the intrinsic value of options exercisable was $75,000.

F-21

The weighted-average grant-date fair value of options granted during the year ended June 30, 2010 has been estimated at $0.33 and the total grant-date fair value of stock options vested during the year ended June 30, 2011 has been estimated at $0.1 million. There was no tax benefit related to the stock based compensation because we have incurred losses in the U.S. and it is not probable that we would be able to use any tax benefit in the future. Stock-based compensation expense recognized as selling, general and administrative expenses in the Consolidated Statement of Operations was $0.2 million for the year ended June 30, 2011 and $0.1 million for the year ended June 30, 2010. As of June 30, 2011, total unrecognized compensation expense related to stock-based compensation is $0.2 million, which is expected to be recognized over the remaining vesting period of two years.

Stock warrants

At June 30, 2011, warrants were outstanding as follows:
 

	Warrants (in Thousands)		Exercise Price		Term
Balance at June 30, 2010		3,190	$	1.00 to $2.00	3-5 years
Issued in connection with private placement of units and services		3,443	$	1.50 to $2.00	5 years
Issued in connection with Secured Notes		2,981	$	1.00 to $1.65	5 years
Issued as Placement Agent compensation and settlement of dispute		650	$	1.00 to $1.65	5 years
Balance at June 30, 2011		10,264
Weighted average exercise price	$	1.56

Stock Warrants issued in connection with units and services

On June 30, 2010 we issued warrants in connection with the completion of the share exchange as described in Note 1 resulting in a balance of 3.2 million warrants outstanding at June 30, 2010.

In July, 2010, we issued 1.4 million units, completing our initial private placement of stock in connection with the share exchange, with each unit consisting of one share of common stock and a five-year warrant to purchase 0.2 shares of common stock at $2.00 per share. Each unit was issued for $1.00, resulting in gross proceeds of $1.4 million. As compensation for their services, we issued 0.1 million shares of stock and 0.1 million additional whole-share three-year warrants to purchase shares of its common stock at $2.00 per share to two firms who acted as placement agents for the private placement.

On October 20, 2010, we issued 1.0 million units, with each unit consisting of one share of common stock and one warrant to purchase one share of common stock at $1.80 per share. Each unit was issued for $1.50, resulting in gross proceeds of $1.5 million.

From October 28, through November 18, 2010, we issued 1.7 million units, with each unit consisting of one share of common stock and a warrant to purchase one share of common stock at $1.80 per share. Each unit was issued for $1.50, resulting in gross proceeds of $2.5 million.  In connection with these units we agreed to file a registration statement covering the shares and warrants represented by the Units in the offering within 120 days of the offering.  We did not complete the filing of the registration statement within the prescribed time period.  The agreement requires a cash payment in the maximum amount of 4% of the price paid for the units in the offering.  At June 30, 2011 we have accrued the maximum amount to be paid totaling $0.1 million. As compensation for their services, we issued 0.2 million five-year warrants to purchase shares of its common stock at $1.80 per share and $0.3 million to a firm who acted as a placement agent for the private placement.

For each of the above offerings, the warrants were initially recorded as derivative warrant liabilities with the offset to additional paid in capital due to our functional currency being different than the currency of the warrants. With the change or our functional currency to the USD beginning December 1, 2010, $1.3 million related to 5.2 million warrants were revalued at November 30, 2010 and were reclassified from derivative warrant liability into additional paid in capital. Additionally in the fourth quarter of the year ended June 30, 2011, we reclassified 1.9 million warrants with a fair value of $0.8 million from derivative warrants into additional paid-in capital as specific terms in the warrant agreements lapsed.

F-22

In June 2011, we issued 0.1 million five year warrants exercisable at $1.50 per share to an private placement firm as compensation for services.

Stock Warrants issued in connection with debt offering

As described in Note 8, on October 7, 2010, we entered into a note and warrant purchase agreement with a secured lender.  The exercise prices for common stock underlying the warrants are $1.50 for 1.0 million shares and $1.00 for the remaining 2.0 million shares. The exercise price and number of shares issuable upon exercise of the warrants are subject to anti-dilution provisions for subsequent issuances of our common stock at prices below the exercise prices of the warrants and other terms and were therefore accounted for as stock warrant liability with the offset to the long-term portion of the notes payable.  The exercise price is further subject to adjustment based upon the non-achievement of certain EBITDA goals. The lender also received demand and piggy-back registration rights in connection with the shares issuable upon exercise of the warrants. The warrants related to the note have been recorded as a stock warrant liability and the fair value of $1.9 million was calculated using a binomial pricing model and was recorded as a discount to the notes payable.

Stock Warrants issued to placement agents as compensation and settlement of dispute

In July 2010 we entered into an agreement with a placement agent (the “Placement Agent”) which, as amended at various times, was terminated as of December 31, 2010 (collectively, as amended, the “Placement Agreement”).
 

Under the terms of the Placement Agreement, as a result of four financings that were completed during October 2010 and November 2010, we agreed to compensate the Placement Agent and assigns with a total of $0.9 million in cash and the issuance of 0.6 million warrants to purchase shares of our common stock at a weighted average exercise cost of $1.43 per share (the “Original Placement Agent Warrants”).  In December 2010, the Placement Agent advised us that it disagreed with our calculations and that it sought additional cash compensation and additional warrants related to the four financings.  Further, in March 2011, it advised us that a financing transaction completed in February 2011 should be covered by the Placement Agreement and requested compensation for that transaction also.

In October 2011, we entered into settlement agreements with the Placement Agent related to all past transactions and agreed to terms related to any future transactions that may be entered into between us and parties introduced to us by the Placement Agent.  The settlement provides that we pay an additional $0.1 million in cash, cancel the Original Placement Agent Warrants and replace them with 0.65 million warrants to purchase common stock with issue dates reflective of the Original Placement Agent Warrants with certain agreed-to changes in exercise prices, resulting in a weighted average exercise price of $1.34 per common share.  These warrants have been divided into two groups (each group with the same terms) - a group of 0.25 million warrants (“Series A Warrants”) and a group of 0.4 million warrants (“Series B Warrants”).  All warrants have standard anti-dilution clauses, cashless exercise provisions and piggyback registration rights.  Additionally, if any of the Series A or Series B Warrants are exercised prior to June 30, 2012, the exercise price will be reduced by an amount equal to 34% of the original exercise price for those exercised. Further, if any new financing is closed by parties for which the Placement Agent should be compensated, then the exercise price for the Series A and Series B warrants shall be reduced by $0.12 for each $1.0 million of funding and  if Umami defaults on any financial obligation or enters into a recapitalization or restructuring, then the exercise price for the Series A and Series B warrants shall be reduced to $0.01.

As part of the settlement, Ocean Spray (as hereafter defined in footnote 11) agreed to exchange on or before October 6, 2011, 0.25 million freely trading shares it owns for the Series A Warrants.  We have valued Ocean Spray's contribution to the settlement at $0.1 million, representing the difference between the estimated value of the shares given up and the warrants received.  This amount has been recorded as other long-term liabilities and general and administrative expense in our consolidated financial statements.

Also as part of the settlement, Aurora (as hereafter defined in footnote 11) has agreed to purchase any Series B Warrants not exercised by April 15, 2012 pursuant to a put agreement at $3.00 per warrant.  In the event the Placement Agent and assigns do not exercise the Series B Warrants and do not exercise its put agreement by April 16, 2012, Aurora has the right to purchase any unexercised warrants for $4.00 per Series B Warrant not later than April 20, 2012.  We have estimated that the put option will be exercised by the Placement Agent and assigns and, accordingly, we have valued Aurora's contribution to the settlement at $0.9 million, representing the difference between the estimated cash expected to be paid by Aurora ($1.2 million) and the estimated value of the warrants to be acquired by Aurora under the put option.  The Company has recorded $0.7 million as other long-term liabilities and general and administrative expense in our consolidated financial statements.

The settlement agreement has been valued effective June 30, 2011 as the agreement relates to transactions entered into during the year ended June 30, 2011 and the major terms of the final agreement were agreed to in June 2011. The 0.65 million warrants reissued in connection with the settlement are recorded as derivative stock warrants. The total estimated cost of the settlement of approximately $1.0 million has been recorded as general and administrative expense in consolidated statement of operations for the year ended June 30, 2011.

F-23

The Series A and Series B Warrants were deemed to be derivative warrants due to their variable terms of exercise and exercise price based on potential future stock offerings and a calculated future market value for our stock.

Derivative Warrant Liability

Stock warrants were recorded as stock warrant liability and were revalued at June 30, 2011 with a loss on derivative stock warrants of $0.3 million.  The warrants are recorded at estimated fair value based on Level 3 inputs. The following table summarized activity for the period (in thousands).

Balance as of June 30, 2010	$	697
New warrants issued		3,388
Revaluation for fair value charged to operations		299
Reclassification of warrants to equity		(2,098	)
Balance as of  June 30, 2011	$	2,286

The fair value of the warrants is estimated using the Black-Scholes valuation model with the following average assumptions:

	June 30,
	2011			2010
Exercise price	$	1.00 - $1.80		$	1.00 - $2.00
Fair value of common stock	$	1.205		$	0.96
Expected dividends		-			-
Expected volatility		57	%		50	%
Risk free interest rate		1.76	%		1.9	%
Expected term (in years)		4.2			5.0

We estimate the fair value of our common stock primarily by reference to the estimated value of the common stock component of completed sales of units in the year.  The trading value of our common stock on the over-the-counter bulletin board is not used as there are very few registered shares available to the market and there are very low volumes traded relative to our size.  We believe that until we have more activity in our stock, actual private transactions are a better indicator of the fair value of our common stock.

11.  Related parties

Related parties are those parties which have influence with us, directly or indirectly, either through common ownership or other relationship.  We have had transactions with Atlantis (as previously defined), including its wholly-owned subsidiary Atlantis Co. Ltd., (“Atlantis Japan”) and Aurora Investments ehf (“Aurora”, a shareholder of Umami which is indirectly owned by our Chief Executive Officer who is also a Director of Aurora).  Additionally, we have received financial support from Ocean Spray Group Inc. (a shareholder of Umami, “Ocean Spray”) related to certain debt and equity offerings.

Financing transactions

During July and September, 2010, we entered into a Line of Credit agreement and an amendment to the agreement, with Atlantis (the “Atlantis Agreement”), providing for a $15 million loan facility consisting of two components: a line of credit for the amount of $9.9 million and a term loan of $5.1 million. Through June 30, 2011, the amounts advanced under the Atlantis Agreement was approximately $18.6 million, which was used for the purchase of the initial 33% of Baja along with the financing of Baja's and Kali Tuna's operations, and for Umami corporate expenses. Atlantis was allowed to collateralize amounts owed by a pledge of certain of our inventory.  While we exceeded the borrowing limit on the original credit facility, we were not in default as Atlantis consented to exceeding the loan facility up to $20 million.  Funds advanced under the facility accrued interest at the rate of 1.0% per month which was earned monthly.  Interest expense for the year ended June 30, 2011 was $1.0 million and was added to the outstanding loan balance.  Cash payments of $0.5 million were made against the outstanding balance.

In July 2010, we entered into an agreement with Aurora (the “Aurora Note”), for loans totaling $2.3 million made to Umami. Funds advanced under the Aurora Note accrue interest at the rate of 1% per month and are payable monthly.  In the event the interest is not paid monthly such amounts may be deferred, however the rate of interest changes to 1.5% per month for amounts accrued but unpaid. The amounts advanced under the Aurora Notes were used for the purchase of the initial 33% of Baja along with the financing of Baja's and Kali Tuna's operations, and for Umami corporate expenses.  At June 30, 2011 no further amounts may be drawn under the Aurora Note.  Interest expense for the year ended June 30, 2011 was $0.3 million. For the year ended June 30, 2011 we had paid $1.3 million in principal and interest on the Aurora Note. The remaining balance of the Aurora Note was settled with cash payments to Aurora in September 2011.

F-24

On February 11, 2011, Atlantis and Aurora agreed to refinance the amounts due from us.  As part of the refinancing, Aurora assumed $8.0 million of the amounts due under the Atlantis Agreement.  We consented to the refinancing as we believe that the terms of the resulting agreements are at least as favorable as under the individual agreements and extend the maturities of the amounts due to our benefit.

In connection with the refinancing, we issued new notes to Aurora (the “New Aurora Notes”).  The notes were due as follows: $4.0 million from January 31, 2012 to March 31, 2012 with the remaining $4.0 million due from January 31, 2013 to March 31, 2013.  The notes bear interest at 1.0% per month, payable monthly, until March 31, 2012 at which time any outstanding balances will be assessed monthly interest of 1.25%.

In May 2011, we were notified that Aurora had transferred $4.0 million of the notes to Atlantis (the “Aurora Transferred Notes”).  The maturity dates for the notes transferred to Atlantis were February 2012, March 2012, January 2013 and March 2013.  In July 2011 these notes were transferred into the Atlantis Credit Facility (defined below) and, accordingly, have been refinanced.

On March 15, 2011 Atlantis agreed to settle $8.9 million of the remaining outstanding balance owed on the Atlantis Agreement against a portion of the outstanding account receivable balance at that date for fish sold by us to Atlantis Japan.  The remaining balance of the Atlantis Agreement was settled on June 30, 2011 against amounts receivable from Sales of Bluefin Tuna from Atlantis Japan (see below).

Financing transactions - subsequent events

On July 7, 2011 the Company entered into a credit facility with Atlantis that provided for a line of credit of up to $15.0 million (the “Credit Line”).  This amount includes funds utilized for the refinance of $4.0 million of the Aurora Transferred Notes.  New funds available under the credit line totaled $10.7 million (after deduction of fees and expenses).  Principal amounts drawn due under the Credit Line bear interest at the rate of 1.0% per month on the average amount outstanding from time to time and is payable monthly and require payment of a 1.25% fee related to the advances.  New funds can only be drawn through December 31, 2011 and the entire outstanding principal is due and payable on or before March 31, 2012.   The Company's obligations under the Credit Line can be secured by a portion of its Bluefin tuna inventory.   Upon an event of default, all principal amounts and interest payments may be declared due and payable.  In addition, a default rate of 1.5% per month will be in effect on all amounts then outstanding.  Events of default include, in addition to standard occurrences, a change of control of the Company and the loss of any of the fishing licenses held by the Company's Croatian subsidiary.  In the event of a default, if requested by the Company, Atlantis may collect any amounts due only from the proceeds of sales of biomass pledged under the Credit Line, as long as such sales are finalized no later than November 30, 2011.  Any amounts then outstanding shall become due and payable upon collection of the proceeds of such sales, or December 31, 2011, whichever occurs earlier.In connection with the Credit Line, on each funding date, we will issue to Atlantis three-year warrants to purchase shares of the Company's common stock at $3.00 per share at the rate of 50,000 warrants for each $1.0 million advanced to us.

Through September 30, 2011, we have refinanced the $4.0 million of the Aurora Transferred Notes, drawn $1.1 million in cash and accrued $0.3 million in fees and interest expense related to the Credit Line.  Also, Umami will issue approximately 260,000 warrants related to the amounts financed under this Credit Line through September 30, 2011.

Sales of Bluefin Tuna

For the year ended June 30, 2011, Atlantis Japan and other Atlantis subsidiaries purchased a total of $44.8 million (including $3.8 million prior to the completion of the acquisition of Baja) of Bluefin Tuna from our operations.  At June 30, 2011, Atlantis Japan owed $1.9 million to us relative to such sales which have all been paid to us subsequent to June 30, 2011.  There were no sales to Atlantis, Atlantis Japan or any of their subsidiaries for the year ended June 30, 2010.

Sales agency agreements

Contemporaneously with the completion of the Share Exchange, we entered into a sales agency agreement with Atlantis.  Under the terms of the agreement, Atlantis was granted the exclusive right to sell, on our behalf, all of its Northern Bluefin Tuna products into the Japanese market. Following the acquisition of Baja, Umami agreed to extend the sales agency agreement to most of Baja's sales.  We paid to Atlantis a commission of 2.0% of all net sales proceeds under the agreement.  In October 2011, the agreement was terminated retroactive to June 30, 2011.

F-25

For the year ended June 30, 2011, substantially all of our sales, including sales to Atlantis Japan, were covered by this agreement.  Commissions totaling $1.1 million have been accrued and are included in selling, general and administrative expenses in the Statement of Operations.  At June 30, 2011, $0.6 million of the commissions were outstanding and were settled in September 2011.

In October 2011, we entered into a new sales agency agreement with Atlantis Japan, giving Atlantis Japan exclusive rights to sell our Bluefin Tuna in Japan.  We will pay Atlantis Japan 2.0% for all sales up to 4.0 billion Japanese Yen (approximately $52 million) and 1.0% for all sales above that amount.  Commissions under the agreement are payable quarterly.  The agreement was retroactive to July 1, 2011 and expires March 31, 2012.

Call Option Agreement and termination

Contemporaneously with the completion of the Share Exchange, we entered into a call option agreement that granted us, until December 1, 2010, the right to purchase from Atlantis the following assets at the prices set forth below.

· The patent and the U.S. ownership rights to Freshtec, a method to treat food, fish and meat to improve storage durability of the food being treated, at an option price of $2.3 million.  The patent application is pending.

· Factory equipment for food processing, packaging and processing using the Freshtec method, at an option price of $1.5 million.

· Farming concession for up to 1,000 tons stocking rights for striped sea bass, yellow tail tuna and king fish with necessary farming equipment, at Todos Santos, Mexico, at an option price of $1.5 million.

· The entire share capital in Havetorsk AS, Mausund, Norway, a Norwegian cod farming company, at an option price of $7.0 million.

Atlantis extended the date for the exercise of the options of the above except the Norwegian cod farming company (for which the option had expired) until the end of March 2011.  In January 2011 we exercised the option and authorized our management to negotiate financing terms with Atlantis to acquire the above (except for the Norwegian cod farming company). In October 2011, Atlantis and Umami agreed to terminate the option.

Contributed capital

Ocean Spray

In May 2011, Umami entered into a note purchase agreement whereby a private investor advanced $0.5 million to Umami as a non-interest bearing loan.  In connection with this loan, Ocean Spray agreed to transfer 25,000 shares of Umami common stock owned by them to such investor.  In July 2011, Umami entered into a settlement agreement with an investment relations firm.  As part of the settlement, Ocean Spray agreed to transfer 100,000 shares of Umami common stock owned by them to the investor relations firm.

Aurora Capital and Ocean Spray

In September 2011, in connection with the settlement of a Placement Agent Agreement dispute, Aurora and Ocean Spray contributed various assets in support of the settlement.  See Note 10 for further information.

Other

We purchased certain farming assets from an Atlantis Subsidiary for $0.3 million prior to June 30, 2010.  Such amount was added to the amounts due under the Atlantis Agreement. The farming assets were written off in the year ended June 30, 2011 as the equipment was not able to be utilized due to inability for the assets to operate under Croatian national standards.

F-26

We reimburse Atlantis for certain services provided to Umami as well as out of pocket expenses paid on our behalf.  For the year ended June 30, 2011, a total of $0.7 million were billed for services and reimbursements which were added to the amounts owing under the Atlantis Agreement.

In connection with a financing transaction between Atlantis and a third party, Atlantis granted the third party the right to acquire a 1.82% equity interest in Kali Tuna for a five year period for $1.0 million.  In the event that Kali Tuna completed a merger transaction with a publicly traded shell company in the United States, the right would be replaced by a three year warrant to purchase 1.0 million shares of the public company at $1.00 per share.  The warrants were issued to the third party on the date of the Share exchange (June 30, 2010).

Additionally, Atlantis has provided loan guarantees and other credit support through its banking relationships and has in the past pledged Umami shares owned by them as collateral for certain financing transactions with private party lenders.

The amounts above are included in the balance sheet and income statement as follows (in thousands):
 

	June 30,
Balance Sheet	2011		2010
Current Assets
Trade accounts receivable related parties	$	1,970	$	—
Other accounts receivable related parties		—		681
Total accounts receivable related parties	$	1,970	$	681
Accounts payable to related parties	$	556	$	257
Notes payable to related parties
Due to Atlantis - principal	$	4,000	$	—
Due to Aurora - principal		5,260		—
Accrued related party interest, expenses and fees		327		—
Total	$	9,587	$	—
Included in current portion		7,587		—
Long-term portion		2,000		—

	Year ended June 30,
Income Statement	2011		2010
Sales to Atlantis Subsidiary - included in net revenue	$	40,864	$	—
Reimbursement of costs - included in selling, general and administrative expenses		693		1,778
Commission expense - included in selling, general and administrative expenses		1,033		—
Interest expense		1,556		—

F-27

12.  Income taxes

The provision for income tax expense for the years ended June 30, 2011 and 2010 consists of the following (in thousands):

	Years Ended June 30,
	2011			2010
Income (loss) before income taxes:
Domestic	$	(10,557	)	$	(1,331	)
Foreign		13,133			854
Total income (loss) before income taxes	$	2,576		$	(477	)
Income tax expense (benefit):
Current income taxes:
State	$	2		$	—
Foreign		1,889			528
Total current		1,891			528
Deferred income taxes:
Foreign		417			(66	)
Total deferred		417			(66	)
Total provision for income taxes	$	2,308		$	462

Our effective tax rate differs from the statutory U.S. federal income tax rate of 34% primarily due to foreign income tax and the valuation allowance against our domestic deferred tax assets. Unremitted earnings of Kali Tuna have been included in the consolidated financial statements without giving effect to the United States taxes that may be payable as it is not anticipated such earnings will be remitted to the United States. Such unremitted earnings are considered to be indefinitely reinvested and determination of the amount of taxes that might be paid on these undistributed earnings is not practicable. Baja earnings are considered to be repatriated to the United States and Umami, to fund current debt obligations of Umami taken out primarily for the acquisition and operations of Baja. A reconciliation between reported income tax expense and the amount computed by multiplying income (loss) before income taxes by the Company’s applicable federal statutory tax rate of 34%, and a reconciliation of the federal statutory income tax rate to our effective tax rate for the years ended June 30, 2011 and 2010, respectively, is as follows (in thousands):

	Years Ended June 30,
	2011					2010
	$			%		$			%
Income tax expense (benefit) computed at the federal statutory income tax rate of 34%	$	876		34.0		$	(162	)	34.0
State income tax, net of federal tax		(25	)	(1.0	)		—		—
Effect of foreign tax rates		(2,159	)	(83.8	)		(120	)	25.1
Non-deductible expenses		550		21.3			—		—
Foreign income (loss), net		1,266		49.1			290		(60.9	)
Change in valuation allowance		1,157		44.9			453		(94.9	)
Other, net		643		25.1			1		(0.1	)
Income tax expense	$	2,308		89.6		$	462		(96.8	)

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

F-28

The significant components of our deferred income taxes at June 30, 2011 and 2010 are as follows:

	Years Ended June 30,
	2011			2010
Deferred tax assets:
Net operating losses	$	3,613		$	859
Receivables		43			—
Accrued expenses not currently deductible		535			—
Intangible assets		45			—
Settlements		405			—
Stock-based compensation expense		63			—
Tax credits		1,179			—
Valuation allowance		(3,109	)		(859	)
Total deferred tax assets	$	2,774		$	—
Deferred tax liabilities:
Inventories	$	(726	)	$	(135	)
Investment in foreign subsidiaries		(1,697	)		—
Intangible assets		(2,158	)		—
Other		(68	)		—
Property and equipment		(644	)		—
Total deferred tax liabilities		(5,293	)		(135	)
Net deferred tax liability	$	(2,519	)	$	(135	)

In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.  We consider the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment.

We have established a valuation allowance of $3.1 million against certain of our domestic deferred tax assets and deferred tax assets of certain foreign jurisdictions due to the uncertainty that such assets will be realized. We periodically evaluate the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred tax assets will be realizable, the valuation allowance will be reduced.

From time to time, we may take positions for filing our tax returns which may differ from the treatment of the same item for financial reporting purposes. The ultimate outcome of these items will not be known until the IRS has completed its examination or until the statute of limitations has expired.  In these situations, we recognize interest and penalties related to the uncertain tax positions in income tax expense.  We did not have any accrued interest or penalties related to uncertain tax positions at the years ended June 30, 2011 or June 30, 2010.  In addition, we did not have any unrecognized tax benefits for the years ended June 30, 2011 and 2010.

The tax years 2005 to 2010 remain open to examination by federal and state taxing jurisdictions and the tax years 2004 to 2010 remain open to examination by foreign jurisdictions.

At June 30, 2011, we have tax loss carryforwards available for offset against future taxable income as follows:

Available through June 30, 2013 related to Baja	$	64
Available through June 30, 2014 related to Baja		2,813
Available through June 30, 2015 related to Oceanic and Baja		893
Available through June 30, 2016 related to Baja		9,995
Available through June 30, 2017 related to Baja		7,111
Available through June 30, 2018 related to Baja		107
Available through June 30, 2019 related to Baja		844
Available through June 30, 2026 related to Umami		5
Available through June 30, 2027 related to Umami		31
Available through June 30, 2028 related to Oceanic and Umami		924
Available through June 30, 2029 related to Umami		16
Available through June 30, 2030 related to Oceanic		157

Umami’s, Baja’s and Lubin’s loss carryforwards have been fully offset by valuation allowances.

13. Commitments and contingencies

Financial Police of Ministry of Finance of the Republic of Croatia

In June 2008, Croatian Financial Police concluded an inspection of certain of Kali Tuna’s transactions and alleged the following underpayments of taxes and related interest:

· Underpayment of value added taxes for calendar year 2006 and related interest, totaled approximately $1.5 million, relating to the sales of Kali Tuna’s inventory to its 50%-owned subsidiary, Kali Tuna Trgovina, at its (purchase) production cost.

· Unpaid taxes on profit for the year ended June 30, 2007 and related interest, totaled approximately $0.1 million, relating to sales of Kali Tuna’s inventory to Atlantis Resources ehf (an Icelandic subsidiary of Atlantis Group, which was Kali Tuna’s ultimate parent at the time).

Any underpayments that are ultimately upheld at the conclusion of a permitted appeal process will be subject to liability for additional interest and penalties.  In addition, Kali Tuna could be held liable for similar transactions completed during subsequent years.  As the applicable amounts of additional taxes and interest for those periods are dependent upon the assessment done by the Financial Police,  such amounts cannot be estimated at the current time.  Kali Tuna successfully filed an appeal to contest these allegations and the matter was dismissed by the Appellate Body of Ministry of Finance. However, dismissal did not terminate the process.  The Financial Police were required to repeat the inspection procedure, taking into account all the facts and proofs being proposed and disclosed by Kali Tuna during the process.

The subsequent inspection ended with the same allegations and Kali Tuna again appealed in April 2010.  The appeal was once again successful and the claim was dismissed, but the Financial Police must repeat the inspection for the third time. Kali Tuna will continue to contest the allegations.

F-29

Our management expects, based upon the facts and circumstances of the relevant transactions, that Kali Tuna will ultimately prevail and that it will not incur any material liability.  Accordingly, the consolidated financial statements included herein do not reflect any adjustments related to this contingency.

Croatian Customs Authorities

In February 2011, Croatian Customs Authorities (CA) declared Kali Tuna, together with another Croatian tuna farming entity (the “seller”), jointly liable for a tax debt totaling about $0.9 million related to the purchase of live tuna and some bait  that the seller sold to Kali Tuna. The tax debt consists of customs duties, value added tax and default interest which the CA allowed the seller not to pay based on the expected export of the live tuna.  Since the seller instead sold the tuna locally to us, the duties, taxes and interest became payable immediately.  Due to its insolvency and bankruptcy, the seller was only able to pay $0.1 million of the debt.  Although Kali Tuna filed a complaint contesting the CA decree, it paid the $0.8 million in April, 2011 in order to avoid possible enforcement.  We expect, based upon the facts and circumstances, that Kali Tuna’s appeal should ultimately prevail and the CA decree will be annulled and that any funds paid will be reimbursed.

Mexican Tax Case

In 2007 Baja was audited for the tax year 2002 by the Taxing Authority.  Based on the audit, the Taxing Authority alleged that Baja owed additional taxes of approximately $1.5 million for items not deemed deductible and items regarded as income rather than as shareholder investments, plus interest and penalties of approximately $0.1 million  Baja appealed the ruling and the decision was reversed by the First Northwestern Regional Court of the Federal Court of the Fiscal and Administrative Justice on procedural grounds.

Subsequently, the Taxing Authority appealed the reversal.  Baja has filed for a so-called joinder review for the purpose of upholding the reversal, which proceeding is currently pending at the Collegiate Circuit Court, located in Mexicali, Baja California.  Our management is confident that it will prevail in this matter.

14. Subsequent events

August 3, 2011 Note Purchase Agreement

On August 3, 2011, we entered into a note purchase agreement with a third party lender.  Pursuant to the agreement, we received gross proceeds of $3.0 million in exchange for a note in the aggregate principal amount of $3.4 million, which matures on October 31, 2011.

The note does not bear interest.  In the event that the note is not paid when due, we would be required to pay the lender an amount equal to 5% of the outstanding principal amount of the note.

The loan is secured by certain tuna inventory owned by Baja.  In connection with this transaction, we paid to a placement agent $0.1 million in cash and will issue 90,000 warrants to purchase our common shares at a strike price of $2.70 per share.

September 7, 2011 Credit Agreement

On September 7, 2011 we entered into a credit agreement with three third party lenders (collectively, the “Lenders”).  In connection with the Agreement: we will be paid gross proceeds of up to $8.3 million in exchange for notes in the aggregate principal amount of up to $8.5 million (the “Notes”), which Notes mature beginning in November 2011 with any unpaid amounts on April 2, 2012 fully due at that time.  In connection with the agreement we also issued warrants to purchase 0.5 million shares of the Company's common stock (the “Warrants”) at $1.50 per share.

The loans evidenced by the Notes will be funded in three tranches.  The first tranche of $5.2 million was received on September 7, 2011 in the amount of $5.1 million.  We repaid a secured note, plus accrued interest, totaling $3.1 million which had a maturity date of March 31, 2012 and paid placement agent costs totaling $0.1 million.  The second tranche of $1.1 million was received on September 15, 2011 in the amount of $1.1 million.

The balance of the loan will be funded upon satisfaction of certain funding conditions, including delivery of additional collateral to Lenders, in the amounts of $2.1 million.  The Notes bear interest at the rate per annum equal to the sum of (a) 11% plus (b) the one year LIBOR Rate.  Each of the Notes may be accelerated if an event of default were to occur.

The Notes are secured by certain assets of the Company and certain assets of its direct and indirect subsidiaries, including Baja.  In addition, the obligations of the Company and Baja to the Lenders are guaranteed by certain subsidiaries of the Company and certain shareholders of the Company and certain of those guarantees are secured by stock owned by such shareholders.

F-30

EX-3.2

Exhibit 3.2

BY-LAWS

OF

UMAMI SUSTAINABLE SEAFOOD INC.

(f/k/a LIONS GATE LIGHTING CORP.)

ARTICLE 1

OFFICES

1.1                        Registered Office: The registered office shall be located at 50 West Liberty, Suite 880, Reno, Nevada 89501.

1.2                        Other Offices: The corporation may also have offices at such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE 2

STOCKHOLDERS

2.1                        Place of Stockholders’ Meetings: All meetings of the stockholders of the corporation shall be held at such place or places, within or outside the State of Nevada, as may be fixed by the board of directors from time to time or as shall be specified in the respective notices thereof.

2.2                        Time of Annual Meetings of Stockholders: An annual meeting of stockholders shall be held in each calendar.

2.3                        Purpose of Annual Meetings: At each annual meeting, the stockholders shall elect the members of the board of directors for the succeeding year. At any such annual meeting any further proper business may be transacted.

ARTICLE 3

ANNUAL AND SPECIAL MEETINGS OF STOCKHOLDERS

3.1                        Special Meetings of Stockholders: Special meetings of stockholders for any purpose other than the election of directors may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

3.2 Calling Special Meetings: Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the president, the board of directors, or upon written demand of at least a majority of all of the votes entitled to be cast on any issue proposed to be considered.

3.3                        Notice of Meetings of Stockholders: Written or printed notice of a meeting stating the date, time, and place of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting.

1

ARTICLE 4

QUORUM AND VOTING OF STOCK

4.1                        Quorum of Stockholders: One third (33.3%) of the votes entitled to be cast on a matter by the stockholders constitutes a quorum of the stockholders for action on that matter, except as otherwise provided by statute or the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

4.2                        Approval After Quorum: If a quorum is present, action on a matter by the stockholders is approved if the votes cast by the stockholders favoring the action exceed the votes cast opposing the action, unless the vote of a greater number of affirmative votes is required by statute or the Articles of Incorporation, in which case such greater number of votes shall be required.

4.3                       Voting by Stockholders: Each outstanding share of common stock shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders unless the Articles of Incorporation or law provides otherwise. A stockholder may vote either in person or by proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact.

4.4                       Action by Consent Without Meeting: Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, if one or more written consents setting forth the action so taken shall be signed, either manually or in facsimile, by stockholders holding at least a majority of the votes entitled to be cast at a meeting, unless the vote of a greater number of affirmative votes is required by statute or the Articles of Incorporation, in which case, the consent of the stockholders holding such greater number of votes shall be required.

ARTICLE 5

DIRECTORS

5.1                        Number, Method of Election and Terms of Office of Directors: The number of directors which shall constitute the board of directors shall be a minimum of 1 (one) and a maximum of 8 (eight) unless and until otherwise determined by a vote of a majority of the entire board of directors. Within the limits above specified, the number of directors shall be determined from time to time by resolution of the board of directors or by the stockholders at the annual meeting. Unless the Articles of Incorporation otherwise provides, directors need not be residents of the State of Nevada nor stockholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the stockholders, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first meeting of stockholders.

5.2                        Vacancies on Board of Directors: Unless the Articles of Incorporation provide otherwise, any vacancy occurring in the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by a majority of the remaining board of directors even though less than a quorum. Each director who is appointed to fill a vacancy is to hold office until the next annual meeting of the stockholders.

5.3                        Power of Directors: The business affairs of the corporation shall be managed by its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, the Articles of Incorporation or these bylaws directed or required to be exercised or done by the stockholders.

2

5.4                        Corporate Records: The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside of the State of Nevada, at such place or places as they may from time to time determine.

5.5                        Compensation of Directors: The board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE 6

MEETINGS OF THE BOARD OF DIRECTORS

6.1                        Location of Meetings: Meetings of the board of directors, regular or special, may be held either within or without of the State of Nevada.

6.2                        Regular Meetings: Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board of directors.

6.3                        Special Meetings: Special meetings of the board of directors may be called on 1 days’ notice to each director, either personally, by mail or by facsimile.

6.4                        Attendance at Meetings: Attendance or participation of a director at any meeting shall constitute a waiver of notice of such meeting, unless the director, at the beginning of the meeting (or promptly upon his arrival), objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of the notice of such meeting.

6.5                        Quorum of Directors: One third (33.3%) of the directors shall constitute a quorum for the transaction of business, unless a greater number is required by statute or by the Articles of Incorporation. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by statute or by the Articles of Incorporation. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time until a quorum shall be present.

6.6                        Action by Consent Without Meeting: Any action required or permitted to be taken at a meeting of the directors may be taken without a meeting if one or more written consents, setting forth the action so taken, shall be signed, either manually or in facsimile, by all of the directors entitled to vote with respect to the subject matter thereof.

ARTICLE 7

COMMITTEES

7.1                        Committees: The board of directors may, by resolution passed by a majority of the board, create one (1) or more committees that may consist of one (1) or more members of the board. Committee members shall serve at the pleasure of the board of directors. To the extent specified by the board of directors or Articles of Incorporation, each committee shall have and exercise all of the authority of the board of directors in the management of the corporation, except as otherwise provided by law.

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ARTICLE 8

NOTICES

8.1                        Notices: Whenever notice is required to be given to any director or shareholder by statute, the Articles of Incorporation or these bylaws, such notice shall be sent by any one of the following methods:

(a) mail addressed to the person at the applicable address for that person as follows:

(i) for a notice mailed to a shareholder, the shareholder’s registered address,

(ii) for a notice mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the corporation or the mailing address provided by the recipient for the sending of that notice or notices of that class, and

(iii) in any other case, the mailing address of the intended recipient;

(b)  delivery at the applicable address for that person as follows, addressed to the person:

(i) for a notice delivered to a shareholder, the shareholder’s registered address,

(ii) for a notice delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the corporation or the delivery address provided by the recipient for the sending of that notice or notices of that class, and

(iii) in any other case, the delivery address of the intended recipient;

(c)  sending the notice by fax to the fax number provided by the intended recipient for the sending of that notice or notices of that class;

(d)  sending the notice by email to the email address provided by the intended recipient for the sending of that notice or notices of that class; and

(e)  physical delivery to the intended recipient.

8.2                        Waiver of Notice: Whenever notice is required to be given by statute, the Articles of Incorporation or these bylaws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE 9

OFFICERS

9.1                        Appointment of Officers: The officers of the corporation shall be chosen by the board of directors, and shall be a president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

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9.2                        Term and Power of Officers: The board of directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

9.3                        Compensation of Officers: The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

9.4                        Termination of Officers: The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

9.5                        President: The president shall be the chief executive officer of the corporation and shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

9.6                        Duties of President: The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE SECRETARY

9.7                     Secretary: The secretary shall record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be. The secretary shall have custody of the corporate seal of the corporation and shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by the secretary’s signature. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by such officer’s signature.

THE TREASURER

9.8                        Treasurer: The treasurer shall have the custody of the corporate funds and securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

9.9                        Disbursements: The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all the treasurer’s transactions as treasurer and of the financial condition of the corporation.

9.10                      Bonds: If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the treasurer’s office and for the restoration to the corporation, in case of the treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the treasurer’s possession or under the treasurer’s control, belonging to the corporation.

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ARTICLE 10

CERTIFICATES FOR SHARES

10.1                      Share Certificates: The shares of the corporation shall be represented by certificates or shall be uncertificated. Each share certificate shall be signed by the president of the corporation, or by a member of the board of directors, and may be sealed with the seal of the corporation or a facsimile thereof. When the corporation is authorized to issue different classes of shares or different series within a class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights applicable to each class, and the variations in the relative rights, preferences, and limitations determined for each series and the authority of the board of directors to determine variations for future series.

10.2                      Authorization of Share Certificates: The signatures of the persons signing a share certificate may be facsimiles. In case any person who has signed, or whose facsimile signature has been placed upon such certificate, shall have ceased to hold such office before such certificate is issued, the certificate is nevertheless valid.

LOST CERTIFICATES

10.3                      Lost Certificates: The board of directors may direct a new certificate to be issued in place of any certificate previously issued by the corporation, which is alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

10.4                      Transfer of Shares: Upon surrender, to the corporation or the transfer agent of the corporation, of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate shall be cancelled and the transaction recorded upon the books of the corporation.

FIXING RECORD DATE

10.5                      Fixing Record Date: For the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the board of directors may fix a record date, in advance, that may not be more than sixty (60) days or less than (10) days before the meeting or action requiring a determination of stockholders.

REGISTERED STOCKHOLDERS

10.6                      Registered Stockholders: The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote with respect to the shares shown to be owned, and to hold liable for calls and assessments a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

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ARTICLE 11

GENERAL PROVISIONS

DIVIDENDS

11.1                      Declaration of Dividend: Subject to the law and any applicable provisions of the Articles of Incorporation, dividends may be declared by the board of directors at any regular or special meeting, and may be paid in cash, in property or in shares of the corporation.

11.2                      Allocation of Dividends: Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time, in their absolute discretion, think proper, as a reserve fund to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

11.3                      Checks: All checks or demands for money, and notes of the corporation, shall be signed by such officer or officers, or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

11.4                      Fiscal Year: The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

11.5                      Seal: The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Nevada”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE 12

INDEMNIFICATION

12.1                      Authority: The corporation shall indemnify each director, officer, employee and agent of the corporation, his heirs, executors, administrators and all persons whom the corporation is authorized to indemnify under the provisions of the Nevada Revised Statutes (the “NRS”), to the fullest extent permitted by law, (i) against all the expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any action, suit or proceeding, whether civil, criminal, administrative, investigative, or in connection with any appeal therein, or otherwise, and (ii) against all expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of any action or suit by or in the right of the corporation, or in connection with any appeal therein, or otherwise, 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 corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. No provision of these bylaws is intended to be construed as limiting, prohibiting, denying or abrogating any of the general or specific powers or rights conferred under the NRS upon the corporation to furnish, or upon any court to award, such indemnification as otherwise authorized pursuant to the NRS or any other law now or hereafter in effect.

12.2                      Prepayment of Expenses: The corporation may, in its discretion, pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

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ARTICLE 13

AMENDMENTS

13.1                      Amendments: These bylaws may be amended or repealed, or new bylaws may be adopted, by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board unless the Articles of Incorporation or statute reserves this power to the stockholders.

I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the Bylaws of Lions Gate Lighting Corp., a Nevada corporation, as in effect on the date hereof.

WITNESS my hand this 11th day of May, 2005.

/s/ Robert Aird Fraser

Name: ROBERT AIRD FRASER

Title:        President and Secretary

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EX-10.19

KALI TUNA, d.o.o. za ulov, uzgoj i preradu ribe, Put Vele Luke 70, 23272 KALI; PIN: 92418838517 as the Credit Beneficiary, represented by Mr. Miro Mirković, Member of the Board (hereinafter referred to as: the Credit beneficiary) and

Croatian Bank for Reconstruction and Development, Strossmayerov trg 9, Zagreb; PIN: 26702280390, as the Creditor, represented pursuant to the Special Power of Attorney by Ms. Danijela Vukić, Independent Financial Representative and Mr. Miljenko Strika, Deputy Director of the Commercial Centre Zadar (hereinafter referred to as: the HBOR) and

Erste & Steiermärkische Bank d.d., Rijeka, Jadranski trg 3A; PIN: 23057039320, as the Creditor and the Agent, represented by Ms. Slađana Jagar, Member of the Board and Mr. Tomislav Vuić, Member of the Board (hereinafter referred to as: the Bank)

(hereinafter the HBOR and the Bank jointly referred to as: the Creditors),

considering that:

- the Government of the Republic of Croatia on its 36th session passed the Decision class: 302-01/10-03/02, no.: 5030120-10-1 of January 14, 2010 on Measures for economic recovery and development and Decision class: 302-01/10-03/02, no.: 5030116-11-9 of January 27, 2011 on continuation of Measures for economic recovery and development;

- the Government of the Republic of Croatia on its 38th session reached the Conclusion class: 302-01/10-03/02, no.: 5030120-10-3 dated January 28, 2010 on adoption of Measures for economic recovery and development – financing models - MODEL A, now pursuant to Decision of the Croatian Government of January 27, 2011 - MODEL A+

- the Government of the Republic of Croatia passed the Decision class: 302-01/10-03/02, no.: 5030120-10-3-6 of February 11, 2010 by which the Plan for providing HBOR’s funds for implementation of Measures for economic recovery and development was approved;

- the Business Cooperation Agreement regarding the implementation of Programme for supplying credit for the economic recovery and development - Model A+ no.: Mod-A-PLUS-08 (hereinafter referred to as the Business Cooperation Agreement) was concluded between the HBOR and the Bank on March 22 (twentysecond), 2011 (twothousandandeleven);

- the Credit Beneficiary meets the requirements for usage of funds provided through the Programme for supplying credit for the economic recovery and development Model A+ no.: Mod-A-PLUS-01, adopted on the 2nd theme session of the Board of the HBOR of January 26, 2011 (hereinafter referred to as: the Programme)

- on May 5, 2011 the Bank passed a Decision no. 201104112050172-1 by which the loan was granted to the Credit Beneficiary to the amount of 80,000,000.00 HRK (in words: eightymillionkunas) together with interest, fees and expenses under the above described conditions;

concluded on June 8, 2011 the following

CLUB LOAN AGREEMENT no.: Mod-A-PLUS- 3A-15/11

1. LOAN TERMS AND CONDITIONS

1.1. Loan amount:

1.1.1. Creditors grant the loan to the Credit Beneficiary under terms and conditions stated in this Club Loan Agreement (hereinafter referred to as: the Agreement) to the total principal amount of 80,000,000.00 HRK (in words: eightymillionkunas), (hereinafter referred to as: the Loan), and the Credit Beneficiary is obliged to repay to the Creditors the agreed interest, fees and expenses, as well as to refund the principal of the Loan under terms and conditions, within the time limit and in the manner as agreed herewith.

1.1.2. Creditors supply the Loan funds as follows:

	Amount in		Participation
Creditors	HRK		rate
HBOR		32,000,000.00		40	%
Erste & Steiermärkische Bank d.d., Rijeka		48,000,000.00		60	%
TOTAL		80,000,000.00		100.00	%

1.1.3. If the HBOR should not pay its entire part of the Loan to the Bank in due time, the Bank shall not be obliged to pay its part of the Loan to the Credit Beneficiary.

1.2. Loan Purpose:

1.2.1. The Credit Beneficiary is obliged to use the Loan funds according to the following purpose:

Purpose specification of the total Loan amount	(%)
Working capital		100	%
Fixed assets
-     Land
-     Buildings
-     Equipment
-     Plantations and flock
-     Other
Total		100	%

1.2.2. Creditors reserve the right to supervise whether the Loan amount is being used in accordance with its purpose, under terms and conditions and in the manner as agreed herewith.

1.3. The manner of the Loan usage and the time limit

1.3.1. The Bank can withdraw from the HBOR the Loan Quota approved at auction held, in accordance with the Measures for economic recovery and development – model A + of funding, on March 31, 2011, typically in 6 tranches (hereinafter referred to as: the Loan Tranches).

1.3.2. After prerequisites stated in Article 3.1. have been fulfilled, as well as all other terms and conditions stated in Article 3.2. of the Agreement, the Credit Beneficiary can use the entire or a part of the Loan, typically in 6 Tranches, by submitting to the Bank the duly completed Loan Application, as shown in the Attachment I of this Agreement, no later than 7 (seven) Business Days (as defined below) before usage dates determined by Paragraph 3 of this Article (hereinafter referred to as: the Usage Date).

1.3.3. The Bank shall subsequently, after conclusion of the Agreement, inform the Credit Beneficiary about possible Usage Dates which are always to be on a Business Day – on Thursdays, in accordance with the Business Cooperation Agreement. If it happens that a certain Thursday should be a non-business day, the funds shall be paid on the immediate previous Business Day as defined below, all due to Bank’s ability to withdraw Loan Tranches from the HBOR.

1.3.4. Credit Beneficiary can submit the Loan Application during the period of time which begins on the first Business Day (as defined below) after conclusion of this Agreement and after all prerequisites as stated in Article 3.1., as well as terms and conditions stated in Article 3.2. of this Agreement have been fulfilled, in accordance with the Usage Dates. This period of time terminates on December 31, 2011 (twothousandandeleven) (hereinafter referred to as: the Usage time limit).

1.3.5. Business Day is a working day for the banks in the Republic of Croatia (all days of the week except Saturday, Sunday and public holidays: hereinafter referred to as: the Business Day).

1.3.6. After expiration of the Usage time limit the Credit Beneficiary loses the right to apply for the Loan, regardless if up to that point in time the Beneficiary had used the Loan or not, i.e. if it had used just the part of the Loan. Used amount of the Loan shall be transferred to repayment status after expiration of the Usage time limit, regardless of the agreed Loan amount.

1.3.7. If the Credit Beneficiary should not use the entire available Loan amount, the Creditors shall participate in the Loan amount transferred to repayment status in accordance with rates stated in Article 1.1.2. of the Agreement, i.e. the HBOR with 40%, and the Bank with 60% of the used Loan amount.

1.3.8. After expiration of the Usage time limit, i.e. transfer of Loan to repayment status, the Bank shall submit to the Credit Beneficiary repayment plans both for the HBOR’s and the Bank’s part of the Loan.

1.4.  Time limit for the Loan repayment

1.4.1. Time limit for the Loan repayment is 36 months from transfer of Loan to the repayment status, including the grace period.

1.4.2. The grace period is 0 (zero) months from transfer of Loan to the repayment status.

1.4.3. The Credit Beneficiary has no right to ask for a debtor rallonge regarding the Loan principal repayment, as well as repayment of other claims under the Agreement.

1.5. Interest

1.5.1. Common provisions

1.5.1.1. The Credit Beneficiary is obliged to pay interest relating to the used Loan amount from the beginning of the Loan usage till the Final Due Date (as defined below), as follows:

· interest described in Article 1.5.2. of the Agreement relating to HBOR’s part of the Loan;

· interest described in Article 1.5.3. of the Agreement relating to Bank’s part of the Loan.

1.5.1.2. Interest is to be calculated by using the linear interest calculation method based on the real number of days elapsed in the Interest Period (as defined below) and a 360-day year, and is charged on the last day of every calendar quarter, i.e. on March 31, June 30, September 30 and December 31 of every calendar year.

1.5.2.    Interest relating to the HBOR’s part of the Loan

1.5.2.1. Agreed interest

Interest rate relating to the HBOR’s part of the Loanamounts to 2.8% (twopointeightpercent) per year. Interest rate amount, as well as other terms and conditions of the Agreement relating to the HBOR’s part of the Loan, can be changed if terms and conditions listed in the Attachment II to the Club Loan Agreement, concluded on February 16, 2011 between the HBOR as the debtor and the club of domestic business banks as the creditors, should be changed.

Intercalary interest relating to the HBOR’s part of the Loanis to be calculated on the used amount of the HBOR’s part of the Loan, from the beginning of the Loan usage till transfer of Loan to the repayment status, at the agreed interest rate stated in the previous Paragraph, and is to be charged quarterly.

1.5.2.2. Default interest

If any due amount mentioned in the Agreement regarding the HBOR’s part of the Loan should not be paid (principal, fees, expenses etc., as stipulated by regulations), on such an amount variable default interest shall be calculated over the period from the due date till the payment date, at the rate of 14% (fourteenpercent) per year, in accordance with provisions of the Decision on interest rates of the HBOR.

The Credit Beneficiary is obliged to immediately, in accordance with the submitted calculation and the payment instruction of the Bank, pay the default interest as described in the previous Paragraph.

1.5.3. Interest relating to the Bank’s part of the Loan

1.5.3.1. Agreed interest

Interest relating to the Bank’s part of the Loan is variable and calculated quarterly, based on the realised return on treasury notes of the Ministry of Finance of the Republic of Croatia, with maturity date of 91 days, plus the margin of 3% (threepercent) per year.

For the first Interest Period (as defined below) realised return on treasury notes of the Ministry of Finance of the Republic of Croatia, with maturity date of 91 days, at the last auction held before conclusion of this Agreement, shall be applied. For each following Interest Period (as defined below) realised return on treasury notes of the Ministry of Finance of the Republic of Croatia, with maturity date of 91 days, at the last auction held at least 2 (two) Business days before the beginning of the following Interest Period (as defined below), shall be applied.

Intercalary interest relating to the Bank’s part of the Loanis to be calculated on the used amount of the Bank’s part of the Loan, over the period of time from the beginning of the Loan usage till transfer of the Loan to the repayment status, at the agreed interest rate as stated in Article 1.5.3.1. of the Agreement, and is to be charged quarterly.

1.5.3.2. Default Interest

The Bank shall calculate the default interest on any due outstanding amount relating to the Bank’s part of the Loan (principal, fees, expenses etc., as stipulated by regulations), at the highest rate stipulated by regulations.

The Credit Beneficiary is obliged to immediately, in accordance with the submitted calculation and the payment instruction of the Bank, pay the default interest as described in the previous Paragraph.

1.6. Repayment modality

1.6.1. Loan repayment modality

1.6.1.1. The Credit Beneficiary is obliged to repay the Loan amount in one instalment after the Loan is transferred to the repayment status / after the grace period. This instalment shall be due on the last day in the last quarter of the Time limit for Loan repayment, as defined in Article 1.4.1. of this Agreement.

1.6.1.2. Loan instalment amounts to 80,000,000.00 HRK, i.e. the used part of the Loan, and is due on December 31, 2014 (hereinafter referred to as: the Final Due Date).

1.6.2. Interest repayment modality

1.6.2.1. Interest relating to both the HBOR’s and the Bank’s part of the Loan shall be due quarterly, on the last day of every calendar quarter, i.e. on March 31, June 30, September 30 and December 31 of every calendar year (hereinafter referred to as: the Interest Period).

1.6.2.2. The Final Interest Period ends on the Final due date.

1.6.2.3. At least 5 (five) Business Days before the end of every Interest Period the Bank shall calculate the interest amount to be charged to the Credit Beneficiary for a certain Interest Period relating to both the HBOR’s and the Bank’s part of the Loan, and shall immediately inform the Credit Beneficiary and the HBOR about it.

1.6.2.4. Due Loan instalment and due agreed interest are considered duly settled if paid effectively to the giro-account no. 2402006-1031262160 opened at the Bank, reference no. 260105104-92418838517, on the last day of the calendar quarter, as follows:

· due Loan instalments according to the expressed amount and due dates in the repayment plan as described in Article 1.3.8., i.e. Article 1.10.3. of the Agreement and

· due agreed interest according to the calculation and the payment instruction of the Bank.

1.6.3. Other

1.6.3.1. If fulfilment of any obligation assumed by Creditors under this Agreement, i.e. providing, funding or maintenance of the Loan is or should become illegal, the Bank shall immediately inform the Credit Beneficiary about that. In such a case the Credit Beneficiary shall be obliged to immediately early repay the withdrawn outstanding Loan amount and the Creditors’ obligations to provide Loan shall in this case immediately cease.

1.6.3.2. If any obligation of the Credit Beneficiary under the Agreement should be due on a non-business day, Beneficiary’s obligation shall instead become due on the immediate previous Business Day.

1.7. Fees

1.7.1. For the Loan Application processing and the Loan authorization, the Credit Beneficiary is obliged to:

· pay to the benefit of the HBOR the fee to the amount of 0.5% (in words: zeropointfivepercent) of the HBOR’s part of the Loan, as mentioned in Article 1.1.2. of the Agreement, calculated on the date of the Agreement.

· pay to the benefit of the Bank the fee to the amount of 0.7% (in words: zeropointsevenpercent) of the Bank’s part of the Loan, as mentioned in Article 1.1.2. of the Agreement, calculated on the date of the Agreement.

1.7.2. The Credit Beneficiary is obliged to immediately, in accordance with the submitted calculation and the payment instruction of the Bank, pay the fee to the benefit of both the HBOR and the Bank.

1.8. Taxes and expenses

1.8.1. All payments made by the Credit Beneficiary to the Creditors based on or in relation to this Agreement shall be done without deductions based on any current or future taxes, tax advances or any other fees or expenses. If any such deduction should be required by the law, the Credit Beneficiary shall pay the additional amount necessary for Creditors to accept and keep the amount which they would have been able to receive if such deductions had not existed.

1.8.2. All expenses regarding the conclusion of this Agreement, submitting the Guarantee Instruments (as defined below) and execution of this Agreement, as well as realization of rights of both the Bank and the HBOR relating to the Guarantee Instruments (as defined below), expenses of forced foreclosure, including the expenses of termination notices, notary public expenses, fees, court expenses and fees, expenses of representation, removal from the Registry and other expenses under or in relation to the Agreement, shall be paid by the Credit Beneficiary.

1.9. Repayment sequence

1.9.1. Every repayment of the principal or the interest, fees or any other amount arising from this Agreement or in relation to it, as a part of Beneficiary’s obligations, shall be paid by the Beneficiary in accordance with the payment instruction of the Bank, i.e. as stipulated by Article 1.6.2.4. of the Agreement.

1.9.2. The Bank shall forward the funds received from the Beneficiary to the HBOR no later than 1 (one) Business Day after receiving such funds, in proportion to the HBOR’s part of the total paid due debt, according to provisions of this Article.

1.9.3. By signing this Agreement the Credit Beneficiary accepts that the Bank shall close all registered entries received under this Agreement according to their priority, provisions of this Article and the law, in order to settle all due obligations of the Beneficiary according to the following sequence:

· expenses relating to the Agreement,

· fees relating to the Bank’s and the HBOR’s part of the Loan,

· default interest relating to the Bank’s and the HBOR’s part of the Loan,

· agreed interest relating to the Bank’s and the HBOR’s part of the Loan,

· remainder of the paid funds is to be divided in ratio 60:40 in order to settle the due principal of the Bank and the HBOR.

1.9.4. By signing this Agreement the Credit Beneficiary agrees and accepts that all funds obtained through forced collection from the Beneficiary or third persons, as well as all funds collected (either forcibly or voluntary, from the Beneficiary or from third persons), in accordance with Article 2.2. of the Agreement, as a part of the forced settlement, shall be used to settle Creditors’ claims relating to the Agreement and according to the following sequence:

· expenses of forced collection,

· expenses relating to the Agreement,

· fees relating to the Bank’s and the HBOR’s part of the Loan,

· default interest relating to the Bank’s and the HBOR’s part of the Loan,

· agreed interest relating to the Bank’s and the HBOR’s part of the Loan,

· remainder of the paid funds is to be divided in ratio 60:40 in order to settle the principal of the Bank and the HBOR.

1.9.5. If paid, i.e. collected amounts (either forcibly or voluntary) stated in Article 1.9.3. and 1.9.4. should not be sufficient to settle all expenses, fees or interest of the Bank and the HBOR, debt shall be settled in proportion to the paid amounts; the corresponding percent of expenses, fees or interest shall be settled.

1.10. Early Loan repayment

1.10.1. After the expiration of the Usage time limit, the Credit Beneficiary shall be able to partially or entirely repay the Loan early, on the last day of the calendar quarter, under the condition that the Bank receives adequate written notification at least 10 (ten) Business Days in advance. Obligatory fee for the early Loan repayment amounts to 1% of such early repaid amount.

1.10.2. In case of early Loan repayment, partial or full, made on a day other than the last day of the calendar quarter, the Credit Beneficiary shall be obliged to pay to the Creditors, apart from the fee mentioned in the previous Paragraph, all expenses and damages resulting directly or indirectly from such early Loan repayment made on a day other than the last day of the calendar quarter.

1.10.3. In case of the partial early Loan repayment the Bank shall submit the new repayment plan to the Credit Beneficiary relating to both the HBOR’s and the Bank’s part of the Loan.

1.10.4. Credit Beneficiary can not reuse the early repaid Loan amount or a part of it.

2. Rights, obligations and powers of the Bank as an agent

2.1. Appointment of the Bank as an agent

2.1.1. HBOR herewith appoints the Bank as its agent and authorizes the Bank to take all reasonable measures necessary to execute this Agreement relating to the HBOR’s part of the Loan, in the name and on behalf of the HBOR and in accordance with internal documents of the Bank.

2.1.2. Pursuant to this Agreement and in accordance with internal documents of the Bank, the Bank is obliged to do as follows:

· conclude this Agreement with the Credit Beneficiary in relation to the HBOR’s part of the Loan,

· take adequate measures to secure the entire Loan amount (together with auxiliary claims),

· pay the Loan amount to the Credit Beneficiary,

· supervise whether the Loan is being used in accordance with its purpose,

· calculate the principal, interest, fees, expenses and according to that submit payment instructions to the Credit Beneficiary relating to the HBOR’s and the Bank’s part of the Loan,

· collect total due Loan amount in due time, as well as interest, fees and other expenses according to Article 1.9. of the Agreement,

· monitor business activity of the Credit Beneficiary during the Agreement period and inform the HBOR about eventual breach or non-execution of the Agreement provisions by the Credit Beneficiary,

· cancel this Agreement and request payment of the full Loan amount together with interest, fees and other expenses in case of breach of the Agreement by the Credit Beneficiary, with approval of the HBOR and in accordance with internal documents of the Bank,

· complete forced collection of the Loan amount, interest, fees and other expenses, if any due debt amount under the Agreement should not be paid by the Credit Beneficiary,

· in case of forced collection, and after all expenses of such proceeding have been settled, divide all amounts collected from the Credit Beneficiary in accordance with Article 1.9. of the Agreement,

· perform other duties pursuant to the Agreement.

2.1.3. By signing this Agreement the HBOR explicitly accepts all actions taken by the Bank towards the Credit Beneficiary, acting as its agent in the name and on behalf of the HBOR, as well as that all actions and debt settlement done by the Credit Beneficiary towards the Bank as the agent shall have full impact on the HBOR. For that purpose, among other things, in case that any due debt amount under the Agreement relating to the HBOR’s part of the Loan should not be paid by the Credit Beneficiary, the HBOR authorizes the Bank to request payment based on Guarantee Instruments submitted to the benefit of the HBOR (bill of exchange and promissory note) according to Article 3.3. of the Agreement, as well as to take all other measures in order to collect the said HBOR’s debt, according to this Agreement.

2.1.4. At the Bank’s request the HBOR shall be obliged to immediately submit all information, data and documentation so that the Bank could duly perform its duties as an agent, according to this Agreement.

2.1.5. The Bank shall not be liable for negligence regarding settlement of any monetary and/or related non-monetary obligation and/or right of the Credit Beneficiary and/or HBOR pursuant and in relation to this Agreement, unless the Bank committed it or contributed to it.

2.1.6. Contracting parties agree that, after receiving the written request of the HBOR (if it was sent also to the Bank), the Credit Beneficiary shall pay all the debt relating to the HBOR’s part of the Loan, typically paid to the Bank acting as an agent, directly according to requests and to the benefit of the HBOR. In this case the Bank shall not act as agent in relation to the HBOR’s part of the Loan any more.

2.2.  Claim assignment for the purpose of collection

2.2.1. Contracting parties agree and accept that, in case of Agreement cancellation, the HBOR shall conclude the Claim Assignment Agreement with the Bank for the purpose of collection of its claims under this Agreement (hereinafter referred to as: the Claim Assignment Agreement). Pursuant to such an Agreement the HBOR shall assign to the Bank all its claims arising from the Agreement that HBOR has against the Credit Beneficiary, as well as assign all Guarantee Instruments submitted in relation to the HBOR’s part of the Loan till the final and valid ending of all forced collection proceedings. In cases stipulated by the Claim Assignment Agreement the Bank shall assign HBOR’s claims back to the HBOR, as well as all Guarantee Instruments relating to the HBOR’s part of the Loan, so that HBOR could continue with the forced collection proceeding regarding its due claims pursuant to this Agreement.

2.2.2. By signing this Agreement Creditors and the Credit Beneficiary agree that, after conditions stipulated in the Claim Assignment Agreement regarding the assignment of claims back to HBOR have been met and after Guarantee Instruments relating to the HBOR’s part of the Loan have been assigned back to the HBOR, all forcibly collected amounts (by activating mortgage loans / fiduciary duties and other liens) shall be used to settle Creditors’ claims, according to Article 1.9. of the Agreement.

3. Guarantee Instruments and prerequisites

3.1. As a prerequisite to Loan usage the Credit Beneficiary must submit the following documents to the Bank:

a) affidavit according to Article 125 of the Distraint Law (promissory note), duly issued, solemnized by the notary public and signed by the Credit Beneficiary in relation to the Bank’s part of the Loan;

b) affidavit according to Article 125 of the Distraint Law (promissory note), duly issued, solemnized by the notary public and signed by the Credit Beneficiary in relation to the HBOR’s part of the Loan;

c) 2 (two) blank single accepted bills of the Credit Beneficiary with the clause "protest waived in case of dishonour" and the bill of exchange statement for the Bank’s part of the Loan;

d) 2 (two) blank single accepted bills of the Credit Beneficiary with the clause "protest waived in case of dishonour" and the bill of exchange statement for the HBOR’s part of the Loan;

e) Security Agreement with the purpose of securing the monetary claim by putting a floating lien on tuna inventories (“Security Agreement”). Lien on tuna inventories (hereinafter referred to as: the Movable property) shall equal the total amount of the Loan and shall be the primary lien to the benefit of the Bank, relating to the Bank’s part of the Loan, together with the Bank’s agreed interest, default interest, fees and other expenses in accordance with the Agreement, as well as to the benefit of the HBOR for the HBOR’s part of the Loan, together with the HBOR’s agreed interest, default interest, fees and other expenses in accordance with the Agreement;

f) proof of floating lien (entered in the Registry) on tuna inventories (on Movable property) being the primary lien to the benefit of the Bank, for the Bank’s part of the Loan with the purpose of securing the monetary claim of the Bank, as well as to the benefit of the HBOR for the HBOR’s part of the Loan with the purpose of securing the monetary claim of the HBOR, as well as proof of insured status of the tuna inventories by respectable Insurance company acceptable to the Bank, and the proof of the paid premium sum;

g) Joint Guarantee Agreement concluded between the Creditors and the company MB LUBIN, RIBARSTVO d.o.o. Kali, PUT VELE LUKE 70, 23272 KALI; PIN: 72633995497, guaranteeing to the Creditors for Beneficiary’s debt arising from the Agreement;

h) Joint Guarantee Agreement concluded between the Creditors and the company ATLANTIS GROUP HF, Stórhöfða 23, 110 Reykjavik, Island, ID-no: 700805-1580, guaranteeing to the Creditors for Beneficiary’s debt arising from the Agreement;

i) Joint Guarantee Agreement concluded between the Creditors and the company UMAMI SUSTAINABLE SEAFOOD INC., 1230 Columbia Street Suite 1100, San Diego, California 92101, USA, guaranteeing to the Creditors for Beneficiary’s debt arising from the Agreement;

(all documents listed under (a-i) hereinafter referred to as: the Guarantee Instruments)

j) copy of the valid Extract from the Court Registry relating to the Credit Beneficiary, confirmed as authentic by the authorized person of the Credit Beneficiary;

k) signature card of the Credit Beneficiary’s representative authorized to sign this Agreement, the Guarantee Instruments and other documents which Credit Beneficiary must submit according to this Agreement;

l) other document required by the Bank, acceptable to the Bank regarding their form and content.

Form and content of all listed documents must be entirely acceptable to the Bank.

3.2. Obligation of the Bank to pay the Loan amount to the Credit Beneficiary     depends on the following terms and conditions:

a) at a time when the Loan Application was received and on the Loan Usage Date affidavits and guarantees listed in this Agreement must be authentic, accurate, complete, must not be misleading, must be valid as if issued at a time when the Loan Application was received and on the Loan Usage date;

(b) there must be no events or circumstances representing the breach of Agreement regarding Beneficiary’s obligations under this Agreement, or events or circumstances for which it can be reasonably assumed that could represent the breach of Agreement regarding Beneficiary’s obligations under this Agreement by submitting the Loan Application, by expiration of time, by decision making or all of the above; or events or circumstances for which it can be reasonably expected to be a consequence of the Loan usage;

(c) Credit Beneficiary must fully pay fees described in Article 1.7. of the Agreement;

(d) the HBOR must pay to the Bank the entire amount corresponding to HBOR’s part of the Loan in due time;

e) Beneficiary’s accounts must not be blocked due to any reason, unless the Creditors jointly agree on that.

3.3. By signing the Agreement the Credit Beneficiary irrevocably authorizes the Creditors to:

a) enter the amount of due outstanding debt on the submitted blank bills, as well as all other necessary details, address them and request the payment if the Credit Beneficiary should not fulfil its obligations under this Agreement. If such payment would not be possible, the Creditors are authorized to take appropriate legal measures; and

by signing the Agreement the Credit Beneficiary irrevocably authorizes the Bank as an agent to:

b) use all its funds (HRK or foreign exchange) from all its Bank deposits (dedicated or not, placed on time deposit or not), as well as funds on accounts opened with the Bank (currently or in the future), without any further notification, approval or court intervention, for collection of due Creditors’ claims, plus the accrued expenses.

c) request payment at the Financial agency based on promissory notes relating to the HBOR’s or the Bank’s part of the Loan, according to the law.

3.4. The Credit Beneficiary is obliged to immediately submit additional guarantee instruments chosen by the Creditors (at request of the Bank) if during the Agreement period any of the Guarantee Instruments should become invalid, or any of the Creditors should consider them insufficient, or an Instrument should get activated, or new, more suitable instruments should emerge (according to the opinion of any Creditor), or creditworthiness of the Credit Beneficiary should be diminished (according to opinion of any Creditor). Besides, if necessary, Credit Beneficiary is obliged to immediately, at its own expense, take any action according to the law in order to ensure that Guarantee Instruments submitted to the Creditors according to the Agreement and/or Security Agreement are actionable, enforceable and legal.

4. Incentive interest rates and State Aid Regulation

By signing this Agreement the HBOR and the Credit Beneficiary agree that the state aid amount granted to the Credit Beneficiary relating to the HBOR’s part of the Loan amounts to 0 HRK (zerokunas).

5. Other terms and conditions

5.1. Credit Beneficiary declares and guarantees as follows:

· all necessary authorizations and approvals for conclusion and execution of this Agreement and the Security Agreement have been prepared, all actions required for legality and validity of this Agreement and the Security Agreement have been taken, all measures required for ensuring that all Creditors’ claims under this Agreement can be binding and actionable have been taken;

· Beneficiary’s State aid Affidavit, data regarding the possible status of the Beneficiary as the firm in difficulty and all other information and documentation of the Credit Beneficiary with the purpose of getting the Loan are authentic, integral and are not misleading;

· conclusion of this Agreement and the Security Agreement is not against the applicable regulations and/or general documents of the Credit Beneficiary (including the Articles of Incorporation) and/or contracts it concluded and/or decisions of the court/arbitration/competent body referring to the Beneficiary;

· all decisions, approvals and authorizations required for conclusion and/or execution of this Agreement and the Security Agreement are valid and have been obtained in due time;

· there are no court, administrative, arbitration or other proceedings initiated against the Beneficiary or members of its Board or its related enterprises, the result of which could endanger the ability of the Credit Beneficiary to duly fulfil its obligations under this Agreement, nor is the Beneficiary informed of circumstances that could be the reason for initiation of such proceedings;

· there are no circumstances that could diminish its creditworthiness and challenge its ability to repay in due time the entire Loan amount together with interest, fees and other expenses under the Agreement;

· 75% of its total Kuna and foreign exchange funds shall be directed to accounts opened with the Bank – until the entire Loan amount together with interest, fees and other expenses under the Agreement has been repaid; otherwise the Bank has the right to charge the fee of 2% on outstanding Loan amount.

5.2. From the date of the Agreement conclusion till repayment of all debts under this Agreement the Credit Beneficiary is obliged not to:

· encumber its assets or assume obligations to the benefit of third persons that could encumber its assets, including the tuna in all cages, without the previous written approval of the Bank;

· alienate its assets without the previous written approval of the Bank, except as a part of regular business activities and for monetary remuneration representing the equivalent value obligation which is due simultaneously;

· make legal status changes (merger, acquisition or division) or take any other actions that could result in its ceasing to exist as an independent legal person, change of its organization or change of its business scope without the previous written approval of the Creditors;

· grant loans (except to related enterprises Mb Lubin Ribarstvo d.o.o. and Bepina Komerc d.o.o. for the purpose of regular business activities); deposit funds, except in banks;

· pay to its members any amounts relating to Loan repayment, i.e. make any other transaction with the same or similar economic effect;

· guarantee and/or vouch for obligations of third persons who are not its related enterprises;

· accept additional loans without the previous written approval of the Bank;

· acquire stocks and business shares without the previous written approval of the Bank;

· take actions that could result in diminishing its creditworthiness and challenging its ability to fully and in due time repay the Loan amount together with interest, fees and expenses under the Agreement.

5.3. From the date of the Agreement conclusion till repayment of all debts under this Agreement the Credit Beneficiary is obliged to:

· take all necessary measures to protect its assets from rights, requests and interests of third persons;

· ensure that its obligations under this Agreement have at least the same priority as all other present and future non-inferior obligations, except for obligations with legally guaranteed right of priority;

· regularly deliver to the Bank (i) its financial statements (Profit and Loss Account, Balance Report, Cash Flow Statement, statistical reports), as well as audit reports as soon as those are available, (ii) information delivered to the stock market for public announcement or to other creditors, but at the same time when such information is delivered to these subjects, (iii) at the request of the Bank - other information relating to or that could relate to its business or financial status;

· immediately inform the Bank about the change of the company name or the address;

· at the request of the HBOR – settle all obligations relating to the HBOR’s part of the Loan that the Credit Beneficiary pays to the Bank (acting as an agent) according to requests and to the benefit of the HBOR; in this case the Bank shall not act as an agent in relation to the HBOR’s part of the Loan any more;

· at the request of any Creditor – immediately show its business ledgers and other documents relating to the Loan (according to the opinion of the Creditors);

· at the request of any Creditor – immediately submit all data and information requested by the Creditor regarding the Loan and business activities of the Credit Beneficiary, and allow access to its business facilities to the Creditors.

5.4. Further, the Credit Beneficiary is obliged to:

· use the Loan funds according to the Loan purpose – financing of the working capital relating to tuna farming, but max. 33% of funds can be used for buying of new tuna,

· participate in settlement of tuna farming costs with at least 45% of own funds,

· use the Loan funds according to purpose; the funds shall be paid to suppliers’ accounts (based on submitted documentation – invoices, estimates etc.) or it can be paid to the Beneficiary’s account, but in this case the Credit Beneficiary is obliged to submit to the Bank all the necessary documents proving that the Loan funds are going to be used in accordance with the purpose of the Loan and that Credit Beneficiary shall also participate with its own funds. If the Bank should determine that the funds are not being used in accordance with the Loan purpose and/or that Credit Beneficiary participated with less than 45% of total costs approved by the Bank, further Loan usage shall be blocked by the Bank, and the Credit Beneficiary is hereby agreed with that (because otherwise the Bank has the right to charge the fee of up to 2% on outstanding Loan amount).

If the Credit Beneficiary should request complete or partial removal of the floating lien put on tuna inventory from the Registry, the Credit Beneficiary shall be obliged to:

· obtain an irrevocable letter of credit acceptable to the Bank, at least of value equal to the insured tuna inventory for which removal of the floating lien was requested, transfer and assign to the Bank all rights from such letter of credit and submit to the Bank an adequate affidavit confirming such transfer and assignment and containing approval of the bank that issued the letter of credit, all with the purpose of partial early loan repayment, or

· obtain and give to the Bank another movable property and put a floating lien on it, at least of value equal to the insured value of the part of the Movable property for which removal of the floating lien was requested.

5.5. By signing this Agreement the Credit Beneficiary authorizes the Bank to:

· request and obtain all information relating to the Credit Beneficiary available to Related enterprises (related to the Bank in terms of the Company Act, Credit Institutions Act and other regulations relevant for financial business operations (hereinafter referred to as: Related enterprises)) and the HBOR, including without limitation to the creditworthiness information;

· submit information relating to the Credit Beneficiary to Related enterprises and the HBOR

· enable the HBOR to fully access the Bank’s business ledgers and other documentation regarding the loan application, Loan funds, payments under this Agreement, entries of payments under this Agreement, documentation regarding the Loan Guarantee Instruments and other issues relating to the execution of this Agreement and the Programme, as well as access to claim collection proceedings under this Agreement (forced or voluntary).

The Credit Beneficiary gives this authorisation solely for the purpose of collecting and analyzing data required for creditworthiness assessment, risk assessment, exposure control and risk management, conducted regularly by Related enterprises during approval and monitoring of products and placement, as well as by Creditors for the purpose of Loan usage supervision and supervision of fulfilment of Bank’s duties as an agent; and it can not be used for any other purpose. This authorisation also includes the right to exchange and forward data to the central database in the Republic of Croatia, as well as abroad, under the condition that the person who manages such database is obliged to ensure the level of personal data protection, at least equal to the prescribed one.

5.6 At the request of the Bank the Credit Beneficiary shall be obliged to allow the Bank to test the environmental protection status by providing services of an expert by the Bank’s choice, at the expense of the Credit Beneficiary.

5.7. Without the previous explicit joint approval of the Creditors, the Credit Beneficiary shall not pawn, assign or in any other way encumber any of its rights under this Agreement, nor take any actions in order to enable or complicate Creditors’ collection under this Agreement. Disposition of rights and/or obligations of the Credit Beneficiary under this Agreement can be done only with the previous explicit written joint approval of the Creditors.

5.8. With the previous written approval of another Creditor, any Creditor has the right to assign or transfer, at any time, any or all of its rights and/or obligations under this Agreement, Guarantee Instruments or any other contracts concluded under this Agreement.

5.9. Contracting parties agree that the Programme, as Attachment II to the Agreement, and the State aid Affidavit of the Credit Beneficiary represent integral parts of the Agreement.

5.10. Contracting parties agree that, in case of discrepancy between provisions of the Agreement and provisions of the Programme, provisions of the Agreement shall have priority.

5.11. For issues not stipulated by the Agreement, applicable legal regulations and general documents of the Bank shall be applied.

6. Agreement Cancelation

6.1. If the Credit Beneficiary should violate any provision of this Agreement, the Creditors shall have the right to cancel the Agreement, declare the Loan entirely due for payment and request its immediate repayment, together with the accrued interest and all other due amounts under the Agreement.

6.2. At the time of the Agreement cancellation all amounts owed or amounts that shall be owed to the creditors by the Credit Beneficiary under this Agreement (including principal, interest, fees and other expenses) shall become due and payable, and the Creditors have the right to request payment pursuant to guarantee instruments as stipulated by this Agreement and in accordance with the legal regulations of the Republic of Croatia.

6.3. Particularly in the following cases it shall be assumed that the Credit Beneficiary violated provisions and obligations under this Agreement:

· if on a due date the Credit Beneficiary should not fulfil any monetary obligation under this Agreement;

· if the Credit Beneficiary should be late with fulfilment of any non-monetary obligation under this Agreement for more than 15 (fifteen) days;

· if the Credit Beneficiary should become insolvent, terminate payment or its account should be blocked;

· in case of other circumstances which the Creditors could reasonably consider as the negative influence on the ability of the Credit Beneficiary to duly fulfil its obligations under the Agreement;

· if it should be determined that any affidavit or a guarantee of the Credit Beneficiary listed in this Agreement was not integral, accurate, authentic or up to date;

· if against or in relation to the Credit Beneficiary a proceeding should be initiated and its course or the outcome could endanger the Beneficiary’s ability to duly fulfil its obligations under the Agreement, or, according to the opinion of the Creditors, such proceeding may be initiated;

· if against the Credit Beneficiary a bankruptcy proceeding should be initiated;

· if an important unfavourable change in business operations, assets, obligations, financial status or creditworthiness of the Credit Beneficiary should occur, or the ability of the Credit Beneficiary to duly fulfil its obligations under the Agreement becomes doubtful, or such circumstances should have occurred or may occur which the Creditors could reasonably consider as the negative influence on the ability of the Credit Beneficiary to duly fulfil its obligations under the Agreement;

· if the Credit Beneficiary should use the Loan against its purpose or enable Creditors to financially or otherwise supervise the Loan usage;

· if for any reason any Guarantee Instrument should become invalid or ceases to provide sufficient guarantee for the Beneficiary’s obligations under the Agreement, or payment should be requested pursuant to it, or a more suitable guarantee instrument should appear and the Credit Beneficiary should not submit it to the Creditors at the request of  the Bank in due time;

· if at least 75% of its total Kuna and foreign exchange funds should not be directed to accounts opened with the Bank;

· in case of any ownership changes made at the Credit Beneficiary which should not be acceptable to Creditors;

· if the Credit Beneficiary should not fulfil or should be late with fulfilment of any monetary/non-monetary contract obligation on the basis of any existing or future placement used at the Bank by the Credit Beneficiary, including contract obligation regarding the guarantee instruments on the basis of the said placements;

· if the Credit Beneficiary should act against any provision of the Agreement;

· if the Credit Beneficiary should not fulfil any Additional condition listed in Article 5.4. of the Agreement;

· if the Credit Beneficiary should not fulfil any other obligation under the Agreement or any Guarantee Instrument.

6.4. Creditors shall cancel the Agreement by written affidavit of cancellation and the Bank shall send it to the Credit Beneficiary by registered mail to the Beneficiary’s address as stated in the title of the Agreement, i.e. the address subsequently sent in written notification by the Credit Beneficiary to the Bank.

6.5. Cancellation of this Agreement begins by submitting the affidavit of cancellation to the post office (to be sent by the registered mail), i.e. to another person authorized to conduct postal services.

6.6. The Credit Beneficiary agrees that this Agreement shall be cancelled and that entire outstanding Loan amount together with interest and expenses shall be due for payment on the day when the affidavit of cancellation was submitted to the post office (to be sent by the registered mail), i.e. to another person authorized to conduct postal services. Therefore the Credit Beneficiary renounces the right of any complaint in terms of the above said.

6.7. By signing this Agreement contracting parties explicitly agree that all letters by the Bank, the HBOR or the notary public are to be sent to the address of the Credit Beneficiary as stated in this Agreement (unless the Credit Beneficiary subsequently informed the Bank of its new address by written notification), as well as that the date of delivery is to be the day when the affidavit of cancellation was submitted to the post office (to be sent by the registered mail), i.e. to another person authorized to conduct postal services.

6.8. Cancellation of this Agreement shall not affect the rights which Creditors gained under the Agreement and the Guarantee Instruments, as well as the obligations which the Beneficiary assumed under this Agreement and the Guarantee Instruments during the Agreement period.

6.9. By signing this Agreement the Credit Beneficiary explicitly agrees that excerpts from Creditors’ business ledgers represent a relevant proof of claim amount owed by the Credit Beneficiary under the Agreement.

7. Final provisions

7.1. If any provision of this Agreement should subsequently be deemed null, this shall not affect the validity of other provisions of this Agreement. The entire Agreement shall remain valid and the contracting parties shall be obliged to replace the null provisin by a valid one, which shall maintain the sense and the aim of the replaced null provision.

7.2. The Bank acting as an agent concludes this Agreement in the name and to the benefit of the HBOR, pursuant to the Special Power of Attorney issued by the HBOR on March 31, 2011.

7.3. In case of dispute the court in Zagreb shall have jurisdiction.

7.4. By signing this Agreement the contracting parties declare that they have read and understood the terms of the Agreement and that they accept all rights and obligations arising from it since it represents their true will.

7.5. This Agreement was made in 6 (six) copies; one for the Credit Beneficiary; 3 (three) for the Bank and 2 (two) for the HBOR.

	/s/		/s/
CROATIAN BANK FOR RECONSTRUCTION AND DEVELOPMENT		KALI TUNA d.o.o.

	/s/
ERSTE & STEIERMÄRKISCHE BANK d.d.

Attachment I

Loan Application Form

Att.: Erste & Steiermärkische Bank d.d.

Ref: Club Loan Agreement no. Mod-A-PLUS- 3A-15/11 of June 8, 2011 concluded between the Creditors – Croatian Bank for reconstruction and Development and the Erste & Steiermärkische Bank d.d., and the company KALI TUNA, d.o.o. za ulov, uzgoj i preradu ribe, Put Vele Luke 70, 23272 KALI, PIN: 92418838517, as the Credit Beneficiary(„the Agreement”)

In relation to the Agreement:

1) We inform you that, in accordance with Article 1.3.2. of the Agreement, we intend to use the amount of  ____________ on  ———  and therefore invite you to pay this amount:

a)           to accounts as stated in the table and in accordance with invoices of the suppliers / contractors:

					Giro
					account
		Amount			and
Company	Payment	without		Total	reference
name	description	the VAT	VAT	amount	number
TOTAL:

b)           to account no. _______ with approval number  _______, in accordance with calculation ________

c)           other:

2) We confirm that:

i) there are no events or circumstances representing the reason for cancelation of the Agreement according to Article 6 of the Agreement, or events or circumstances for which it can be reasonably assumed that could represent the reason for cancelation of the Agreement according to Article 6 of the Agreement, by submitting the Loan Application, by expiration of time, by decision making or all of the above;

ii) affidavits and guarantees listed in this Agreement are authentic, accurate, complete, not misleading and valid as if submitted at a time when the Loan Application was received or the payment was made;

iii) fees described in Article 1.7. of the Agreement have been paid;

iv) our accounts are not blocked for any reason;

v) we are authorized to use the Loan; all corporate actions have been taken in due time in order to obtain the approval for the Loan usage; by using the Loan we do not exceed the credit limit (set by binding regulations, by contract or in any other manner);

In the name and to the benefit of ________

Attachment II: Programme

Attachment III: State aid affidavit - original

EX-10.20

NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 3, 2011, by and between Umami Sustainable Seafood Inc., a Nevada corporation, trading on the OTC Bulletin Board under the symbol “UMAM” (the “Company”), and the individuals and entities listed on Schedule 1 attached hereto (each a “Purchaser”, and collectively, the “Purchasers”).

WITNESSETH:

WHEREAS, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, senior secured promissory notes substantially in the form of Exhibit A attached hereto (each a “Note” and collectively the “Notes”), in the aggregate principal amount of $2,000,000 (the “Principal Amount”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties agree as follows:

1.         Sale and Purchase of the Notes.

1.1       Sale and Issuance of Notes.  Subject to the terms and conditions of this Agreement, the Purchasers agree to purchase at Closing (as defined below), and the Company agrees to sell and issue to the Purchasers the Notes for an aggregate purchase price of $1,920,000 (the “Purchase Price”).

2.         Closing.

2.1       Time and Place. The closing for the sale and purchase of the Notes shall take place at the offices of Seyfarth Shaw LLP, 620 Eighth Avenue, New York, NY 10018, at 10:00 a.m., local time, on the second business day after all of the conditions set forth in Section 7 hereof have been duly satisfied or waived, or at such later time or date as the Purchasers and the Company may mutually agree in writing (the “Closing”).  The date upon which the Closing shall occur is herein called the “Closing Date”. On the Closing Date, the Purchasers shall pay the Purchase Price to the Company via federal funds wire transfer(s) of immediately available funds, in accordance with written instructions provided to the Purchasers prior to the date hereof.

3.         Atlantis Pledge Agreement; Baja Subsidiary Security Agreement.

3.1       Atlantis Pledge Agreement. At Closing, the Company shall deliver to the Purchasers a Pledge Agreement entered into by Atlantis Group HF, an Icelandic company (“Atlantis”), substantially in the form of Exhibit B attached hereto (the “Atlantis Pledge and Security Agreement”), pledging, as security in favor of the Purchasers for the obligations of the Company under the Notes, an aggregate amount of 6,000,000 shares of capital stock of the Company presently owned, either directly or indirectly, by Atlantis (the “Pledged Shares”), with each Purchaser receiving a pledge totaling approximately three (3) shares of capital stock of the Company for every dollar of Principal Amount of the Note purchased hereunder by the respective Purchaser.  The number of pledged shares to which each Purchaser is entitled to in connection with the transactions contemplated hereunder is set forth on Schedule 1 hereto.

3.2       Baja Subsidiary Security Agreement.   In accordance with Section 6.2(c), the Company shall deliver to the Purchasers a security agreement (the “Baja Subsidiary Security Agreement”), substantially in the form attached hereto as Exhibit C, entered into by Baja Aqua-Farms S.A. de C.V., a subsidiary of the Company (“Baja”);

(i)           granting to the Purchasers, as additional security in favor of the Purchasers for the obligations of the Company under the Notes, a first priority perfected security interest in and lien on a portion of Baja’s then owned or thereafter acquired, inventory, the value of which shall in no event be less than two times the sum of the outstanding Principal Amount and accrued interest under the Notes, and any proceeds arising in connection with the sale or disposition of such inventory (the “Baja Inventory,” and the Pledged Shares, collectively referred to as the “Covered Collateral”); and

(ii)          agreeing not to transfer, pledge or encumber any of the Baja Inventory without the prior written consent of such Purchasers holding at least sixty percent (60%) of the Notes issued pursuant to this Agreement (such Purchasers, hereinafter, referred to as the “Required Majority”) unless (A) such transfer, pledge or encumbrance is contemplated by this Agreement, the Notes, the Atlantis Pledge and Security Agreement, the Baja Subsidiary Security Agreement, or any other agreement executed in connection with the transactions contemplated herein (collectively referred to as the “Transaction Documents”), (B) such transfer or sale is made in the ordinary course of business, provided that any proceeds arising from such transfer or sale are remitted to the Purchasers in accordance with the terms of the Transaction Documents, or (C) such sale will result in a full repayment of the Notes.

4.         Representations and Warranties of the Company.  The Company hereby represents and warrants to the Purchasers as follows (which representations and warranties shall be deemed to apply, where appropriate, to the following direct or indirect subsidiaries of the Company: Baja, Bluefin Acquisition Group Inc., a New York corporation (“Bluefin”) and Kali Tuna d.o.o., a Croatian limited liability company (“Kali”) (each a “Subsidiary” and collectively, the “Subsidiaries”)), as of the Closing Date:

4.1       Subsidiaries.  The Company has no subsidiaries other than Baja, Bluefin and Kali and Oceanic Enterprises, Inc., a California corporation.  Except as disclosed in Schedule 4.1 or as specifically disclosed in the SEC Reports (as hereinafter defined) hereto, all capital stock or comparable equity interests of each Subsidiary owned by the Company is owned free and clear of any Lien (as hereinafter defined) (other than Liens in favor of UTA Capital LLC) and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued, fully paid and non-assessable and free of preemptive and similar rights.

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4.2       Organization and Qualification.  Each of the Company and the Subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its respective incorporation or organization (as applicable), with the requisite legal authority to own and use its properties and assets and to carry on its business as currently conducted.  Neither the Company nor any Subsidiary is in violation of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents.  The Company and the Subsidiaries are each duly qualified to do business and in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not, individually or in the aggregate, have or reasonably be expected to result in (a) a material adverse effect on the results of operations, assets, prospects, business condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, (b) a material and adverse impairment of the Company’s and the Subsidiaries’ ability to perform its obligations under any of the Transaction Documents, or (c) a material and adverse effect on the legality, validity or enforceability of any of the Transaction Documents (a “Material Adverse Effect”); provided, however, that no change, effect, event or occurrence to the extent arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been or will be, a Material Adverse Effect: (i) general business or economic conditions not specific or peculiar to the Company or any Subsidiary, (ii) acts of war or terrorism or natural disasters not specific or peculiar to the Company, a Subsidiary or a jurisdiction in which any of them operates, (iii) catastrophic economic or significant regulatory or political conditions or changes, (iv) changes in any applicable accounting regulations or principles or the interpretations thereof, (vi) changes in laws, or (vii) changes in the price or trading volume of the Company’s stock.

4.3       Authorization; Enforcement.  The Company and each Subsidiary has the requisite corporate authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its respective obligations hereunder and thereunder.  The execution and delivery of the Transaction Documents by the Company or any Subsidiary and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and each Subsidiary and no further consent or action is required by the Company, the Subsidiaries or their respective Board of Directors (or similar governing body) or shareholders.  The Transaction Documents to which they are a party have been duly executed by the Company and the Subsidiaries, as applicable, and when delivered in accordance with the terms hereof, will constitute, the valid and binding obligation of the Company and the Subsidiaries, as applicable, enforceable against the Company and the Subsidiaries, as applicable, in accordance with their respective terms, except as the same may be limited by (a) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally, and (b) the effect of rules of law governing the availability of specific performance and other equitable remedies.

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4.4       No Conflicts.  Except as disclosed in Schedule 4.4, the execution, delivery and performance of the Transaction Documents by the Company and the Subsidiaries, as applicable, and the consummation by the Company and the Subsidiaries, as applicable, of the transactions contemplated hereby and thereby do not, and will not, (a) conflict with or violate any provision of the Company’s or any Subsidiary’s memorandum or articles of association, certificate or articles of incorporation, bylaws or other organizational or charter documents, (b) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound, or affected, (c) except for any lien, charge, claim, security interest, encumbrance, right of first refusal or other restriction (each, a “Lien,” and collectively, “Liens”) granted pursuant to the Transaction Documents, result in any Lien on assets or on property of the Company, or (d) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including, assuming the accuracy of the representations and warranties of the Purchasers set forth in Section 5.2 hereof, federal and state securities laws and regulations and the rules and regulations of any self-regulatory organization to which the Company or its securities are subject, including any market (such as the OTC Bulletin Board or Pink Sheets LLC) on which the shares of Common Stock are listed or quoted for trading on the date in question, as applicable (the “Trading Markets”)), or by which any property or asset of the Company or a Subsidiary is bound or affected.

4.5       SEC Reports; Financial Statements; No Material Adverse Effect; Solvency.  Except as set forth on Schedule 4.5 or as specifically disclosed in the SEC Reports (as hereinafter defined), the Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, since June 30, 2010 on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.  Such reports required to be filed by the Company under the Exchange Act after June 30, 2010, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required, are collectively referred to herein as the “SEC Reports” and, together with this Agreement and the schedules to this Agreement, the “Disclosure Materials”.  As of their respective dates, the SEC Reports filed by the Company complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) promulgated thereunder, and none of the SEC Reports, when filed by the Company, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements, the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.  All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC.

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Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in Schedule 4.5 hereto, (i) there has been no event, occurrence or development that, individually or in the aggregate, has had or that would result in, or reasonably be expected to result in a Material Adverse Effect, (ii) the Company and Subsidiaries have not incurred any material liabilities other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (B) liabilities not required to be reflected in the Company’s and/or Subsidiary’s financial statements pursuant to GAAP or not required to be disclosed in filings made with the SEC and (C) other liabilities incurred by the Subsidiaries for the exclusive purpose of funding the day-to-day operations of the fish farming sites of the Company’s operating subsidiaries, (iii) the Company has not altered its method of accounting or changed its auditors, (iv) the Company and the Subsidiaries have not declared or made any dividend or distribution of cash or other property to their shareholders, in their capacities as such, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (except for repurchases by the Company  and/or the Subsidiaries of shares of capital stock held by employees, officers, directors, or consultants pursuant to an option of the Company and/or the Subsidiaries to repurchase such shares upon the termination of employment or services), and (v) the Company and/or the Subsidiaries have not issued any equity securities to any officer, director or affiliate, except pursuant to existing Company stock-based plans.  The Company and the Subsidiaries have not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any Knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any Knowledge of any fact which would reasonably lead a creditor to do so.  The Company and the Subsidiaries will not be Insolvent (as defined below) after giving effect to the transactions contemplated hereby to occur at the Closing.  For purposes of this Section 4.5, “Insolvent” means that (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total Indebtedness (as defined in Section 4.20 hereof), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature, or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.  For the purposes of this Agreement, “Knowledge” means the actual knowledge (i.e., the conscious awareness of facts and other information) of the chief executive officer, chief financial officer or other key officers of the Company, after undertaking a customary and reasonable investigation under the circumstances.

4.6       Absence of Litigation.  Except as described in Schedule 4.6 or as specifically disclosed in the SEC Reports, there is no action, suit, claim, or Proceeding (as defined below), or, to the Company’s Knowledge, inquiry or investigation, before or by any court, public board, government agency, self-regulatory organization or body pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that could, individually or in the aggregate, have a Material Adverse Effect. For the purposes of this Agreement, “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, a partial proceeding, such as a deposition), whether commenced or threatened in writing.

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4.7       Compliance.  Except as described in Schedule 4.7, neither the Company nor any Subsidiary, except in each case as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect, (a) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received written notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (b) is in violation of any order of any court, arbitrator or governmental body, or (c) is or has been in violation of any statute, rule or regulation of any governmental authority.

4.8       Title to Assets.  The Company and the Subsidiaries own or lease no real property except as described in Schedule 4.8.  Except as described in Schedule 4.8, the Company and the Subsidiaries have good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens in favor of Purchaser and other Liens that could not if enforced, individually or in the aggregate, have or result in a Material Adverse Effect.  Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases as to which the Company and the Subsidiaries are in material compliance.

4.9       Significant Customers. Schedule 4.9 lists each customer who represented 10% or more of the sales of the Company or of any Subsidiary during the six-month period ended March 31, 2011 (each, a “Significant Customer“) and the percentage of the Company’s total revenues such Significant Customer represented during such period.  The Company has no outstanding material dispute concerning its business operations with any Significant Customer.  No Significant Customer has given notice to the Company, whether orally or in writing, that such customer shall not continue as a customer of the Company after Closing or that such customer intends to terminate or materially modify existing agreements with the Company at any time.

4.10     Disclosure.  All disclosure provided by the Company to the Purchasers regarding the Company, its business and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company are true and correct in all material respects and do not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.  Except for the transactions contemplated by this Agreement, no event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.  The Company acknowledges and agrees that the Purchasers are not making and have not made any representations or warranties with respect to the transactions contemplated hereby other than those set forth in the Transaction Documents.

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4.11     Patents and Trademarks.  Except as described in Schedule 4.11 or as specifically disclosed in the SEC Reports, (a) each of the Company and its Subsidiaries owns or possesses sufficient rights to conduct its business in the ordinary course, including, without limitation, rights to use all material patents, patent rights, industry standards, trademarks, copyrights, licenses, inventions, trade secrets, trade names and know-how (collectively, “Intellectual Property Rights”) as owned or possessed by them or that are necessary for the conduct of its business as now conducted or as proposed to be conducted except where the failure to currently own or possess such rights would not have a Material Adverse Effect, (b) neither the Company nor any of its Subsidiaries is infringing any rights of a third party with respect to any Intellectual Property Rights that, individually or in the aggregate, would have a Material Adverse Effect, and, since January 1, 2008, neither the Company nor any of its Subsidiaries has received any notice of, or has any Knowledge of, any asserted infringement by the Company or any of its Subsidiaries of, any rights of a third party with respect to any Intellectual Property Rights that, individually or in the aggregate, would have a Material Adverse Effect and (c) since January 1, 2008, neither the Company nor any of its Subsidiaries has received any notice of, or has any Knowledge of, infringement by a third party with respect to any Intellectual Property Rights of the Company or of any Subsidiary that, individually or in the aggregate, would have a Material Adverse Effect.  The Company has not used Publicly Available Software (as hereinafter defined) in whole or in part in the development of any part of its Intellectual Property Rights in a manner that would be reasonably likely to subject the Company or its Intellectual Property Rights in whole or in part, to all or part of the license obligations of any Publicly Available Software that, individually or in the aggregate, would have a Material Adverse Effect on the Company.  “Publicly Available Software” means each of (i) any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g., Linux), or similar licensing and distribution models; and (ii) any software that requires as a condition of use, modification, and/or distribution of such software that such software or other software incorporated into, derived from, or distributed with such software (A) be disclosed or distributed in source code form; (B) be licensed for the purpose of making derivative works; or (C) be redistributable at no or minimal charge.  Publicly Available Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models similar to any of the following: (a) GNU General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g. PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), the Sun Industry Source License (SISL), and the Apache Server License.

4.12     Insurance.  The Company and, to the Company’s Knowledge, the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses and locations in which the Company and the Subsidiaries are engaged, including a prudent and customary amount of such insurance coverage with respect to the fish inventory of the Company and the Subsidiaries, as applicable.  The Company has had continuous insurance coverage during the 12 months preceding the date of this Agreement and has no reason to believe it will not be able to renew its current insurance coverage in the same amounts or obtain new insurance coverage in amounts not less than it currently has with carriers of equal or better ratings.

4.13     Regulatory Permits.  The Company and the Subsidiaries hold, and are operating in compliance in all material respects with all franchises, grants, authorizations, licenses, permits, easements, consents, quotas, certificates and orders (collectively, “Material Permits”) of the U.S. Food and Drug Administration, any other federal, state or foreign governmental authority having authority over the Company and the Subsidiaries, or any self-regulatory body regulating the Company’s conduct of its business (collectively, “Governmental Authority”), all such Material Permits are valid and in full force and effect; and the Company and the Subsidiaries have not received notice of any revocation or modification of any such Material Permits or has reason to believe that any such Material Permits will be revoked, modified, or not be renewed in the ordinary course.

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4.14     Regulatory Compliance.  The Company and the Subsidiaries (a) are and at all times have been in material compliance with all applicable federal, state, local and foreign, laws, statutes, rules, regulations, or guidance applicable to the Company and the Subsidiaries and the acquisition, ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product or services manufactured or distributed by the Company (the “Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) have not received any notice of adverse finding, untitled letter or other correspondence or notice from any Governmental Authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”) nor any warning letter from the U.S. Food and Drug Administration containing any unresolved issues concerning noncompliance with any Applicable Laws or Authorizations that could reasonably be expected to result in a Material Adverse Effect; (iii) possess all material Authorizations and such Authorizations are valid and in full force and effect and are not in violation of any term of any such Authorizations, except where such violation could not reasonably be expected to result in a Material Adverse Effect; (iv) have not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and have no Knowledge that any such Governmental Authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (v) have not received notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and the Company has no Knowledge that any such Governmental Authority is considering such action; and (vi) have filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission).

4.15     Workplace Safety.  The Company and the Subsidiaries (i) are in compliance, in all material respects, with any and all applicable foreign, federal, state and local laws, rules, regulations, treaties, statutes and codes promulgated by any and all governmental authorities (including pursuant to the Occupational Health and Safety Act) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (ii) have received all material permits, licenses or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted, except where the failure to obtain such licenses could not reasonably be expected to result in a Material Adverse Effect; and (iii) are in compliance, in all material respects, with all terms and conditions of such permit, license or approval, except where the failure to be in compliance could not reasonably be expected to result in a Material Adverse Effect.  No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s Knowledge, threatened against the Company or the Subsidiaries relating to Occupational Laws, and the Company does not have Knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

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4.16     Transactions With Affiliates and Employees.  Except as described on Schedule 4.16 or as specifically disclosed in the SEC Reports, none of the officers, directors or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the Company’s Knowledge, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee or partner.  With respect to any and all agreements and understandings by and among the Company, Atlantis and Aurora Investments ehf (“Aurora,” and Atlantis, collectively referred to as the “Subordinated Lenders”) relating to the obligations of the Company for monies borrowed, the Company has confirmed that the Subordinated Lenders have agreed to subordinate their rights under such agreements and understandings to the rights of the Purchasers under the Transaction Documents, with such subordination to be evidenced by certain subordination agreements (the “Subordination Agreements”) to be delivered to the Purchasers pursuant to Section 6.2(d) herein.

4.17     Internal Accounting Controls.  Except as specifically disclosed in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

4.18     Sarbanes-Oxley Act.  The Company is in compliance in all material respects with currently applicable requirements of the Sarbanes-Oxley Act of 2002 and applicable rules and regulations promulgated by the SEC thereunder.

4.19     Foreign Corrupt Practices.  Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

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4.20     Indebtedness.  Except as disclosed in Schedule 4.20 or as specifically disclosed in the SEC Reports, neither the Company nor any of its Subsidiaries (i) has any outstanding Indebtedness (as defined below), (ii) has any form of Indebtedness that grants senior Liens, or equivalent rights to any third party over the Liens of the Purchasers in the Covered Collateral securing the obligations of the Company and the Subsidiaries under the Transaction Documents (iii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect.  For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the Company or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such Indebtedness, and (H) all Contingent Obligations (as defined below) in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; (y) “Contingent Obligations” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (z) “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company or a government or any department or agency thereof.

4.21     Employee Relations.  Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union.  To the Company’s Knowledge, there are no material grievances, disputes or controversies with any union or any other organization of employees of the Company or any subsidiary, or threats of strikes, work stoppages or any asserted pending demands for collective bargaining by any union or organization. Except as described in Schedule 4.21 or as specifically disclosed in the SEC Reports, since December 31, 2009, no executive officer of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary.  To the Knowledge of the Company or any such Subsidiary, no executive officer of the Company or any of its Subsidiaries is in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, 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 or any such Subsidiary to any liability with respect to any of the foregoing matters.

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4.22     Labor Matters.  The Company and its Subsidiaries are in compliance in all material respects with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

4.23     Environmental Laws.  The Company and its Subsidiaries (i) are in compliance in all material respects with any and all Environmental Laws (as hereinafter defined), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance in all material respects with all terms and conditions of any such permit, license or approval where, in the foregoing clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.  The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of medical and biological waste or residue, chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

4.24     Subsidiary Rights.  Except as set forth in Schedule 4.24 or as specifically disclosed in the SEC Reports, the Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as are owned by the Company or such Subsidiary.

4.25     Tax Status.  Except as specifically disclosed in Schedule 4.25 or in the Company’s financial statements, the Company and each of its Subsidiaries (i) has made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.  There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the Company has no Knowledge of any basis for any such claim.

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4.26     Accountants.  To the Company’s Knowledge, Ramirez International, the Company’s auditors that prepared the latest audited financial statements included within the SEC Reports, are independent accountants as required by the Securities Act and the rules and regulations promulgated thereunder.

4.27     Contracts.  The contracts attached as exhibits to the SEC Reports that are material to the Company are in full force and effect on the date hereof, and neither the Company nor, to the Company’s Knowledge, any other party to such contracts is in breach of or default under any of such contracts which would have a Material Adverse Effect.

4.28     Off-Balance Sheet Arrangements.  There is no transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in its Exchange Act filings and is not so disclosed.

4.29     U.S. Real Property Holding Corporation.  The Company is not, nor has it ever been, as U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s request.

4.30     No General Solicitation.  Neither the Company, nor, to the Company’s Knowledge, any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with the offer or sale of the Notes.

4.31     Private Placement.  Neither the Company nor, to the Company’s Knowledge, any of its affiliates nor, any Person acting on the Company’s behalf has, directly or indirectly, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by the Company of the Notes as contemplated hereby, or (ii) cause the offering of the Notes pursuant to the Transaction Documents to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of any Trading Market.  The sale and issuance of the Notes hereunder does not contravene the rules and regulations of any Trading Market on which the common stock of the Company is listed or quoted.  For purposes of this Agreement, “Trading Market” means whichever of the NYSE AMEX Equities, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing) on which the common stock of the Company is listed or quoted for trading on the date in question.

4.32     Company not an “Investment Company”.  The Company is not required to be registered as, and is not an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

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4.33     Acknowledgment Regarding Purchaser’s Purchase of Notes.  Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with the Transaction Documents, the Company acknowledges and agrees that the Purchasers are acting solely in the capacity of arm’s length purchasers with respect to the Transaction Documents and the transactions contemplated hereby and thereby.  The Company further acknowledges that no Purchaser 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 such Purchaser or any of its respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Purchaser’s purchase of the Securities.  The Company further represents to each Purchaser 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.

5.         Representations and Warranties of the Purchasers. The Purchasers hereby, represent and warrant to the Company, severally and not jointly, as follows, as of the date hereof and as of the Closing:

5.1       Valid Execution.  This Agreement has been duly executed and delivered by each Purchaser and constitutes the valid and binding obligation of such Purchasers, enforceable against them in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally, and (ii) the effect of rules of law governing the availability of specific performance and other equitable remedies.

5.2       No Public Sale or Distribution.  Each Purchaser is acquiring the Notes in the ordinary course of business for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws, and no Purchasers has a present arrangement to effect any distribution of the Notes to or through any Person; provided, however, that by making the representations herein, Purchasers do not agree to hold any of the Notes for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.

5.3       Purchaser Status.  Each Purchaser understands that the Notes are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon each Purchaser’s representations contained in this Agreement, including at the time each Purchaser was offered the Notes, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act.  No Purchaser is a registered broker dealer registered under Section 15(a) of the Exchange Act, or a member of the NASD, Inc. or an entity engaged in the business of being a broker dealer.  Except as otherwise disclosed in writing to the Company on or prior to the date of this Agreement, no Purchaser is affiliated with any broker dealer registered under Section 15(a) of the Exchange Act, or a member of the NASD, Inc. or an entity engaged in the business of being a broker dealer.

5.4       Experience of Each Purchaser.  Each Purchaser, either alone or together with its representatives has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Notes, and has so evaluated the merits and risks of such investment.  Each Purchaser understands that it must bear the economic risk of this investment in the Notes indefinitely, and is able to bear such risk and is able to afford a complete loss of such investment.

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5.5       Access to Information.  Each Purchaser acknowledges that it has had the opportunity to review the Disclosure Materials and has been afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Notes and the merits and risks of investing in the Notes; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.  Neither such inquiries nor any other investigation conducted by or on behalf of Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.

5.6       No Governmental Review.  Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Notes or the fairness or suitability of the investment in the Notes nor have such authorities passed upon or endorsed the merits of the offering of the Notes.

5.7       No Conflicts.  The execution, delivery and performance by the Purchasers of this Agreement and the consummation by the Purchasers of the transactions contemplated hereby will not (i) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which any Purchaser is a party, or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to any Purchaser, except in the case of clause (ii) above, that does not otherwise affect the ability of such Purchaser to consummate the transactions contemplated hereby.

5.8       Prohibited Transactions.  Each Purchaser covenants that neither it nor any Person acting on its behalf or pursuant to any understanding with such Purchaser will engage, directly or indirectly, in any transactions in the securities, including derivatives, of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities prior to the time the transactions contemplated by this Agreement are publicly disclosed.  Each Purchaser covenants further that neither it nor any Person acting on its behalf or pursuant to any understanding with such Purchaser will engage, directly or indirectly, in any Short Sales (as defined below) involving any of the Company's securities during the time that any of the Notes are outstanding.  “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

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5.9      Restricted Securities.  Each Purchaser understands that the Notes are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances.

5.10     Legends.  It is understood that the Notes may bear the legend set forth in Section 10.1 of this Agreement.

5.11     No Legal, Tax or Investment Advice.  Each Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to such Purchaser in connection with the purchase of the Notes constitutes legal, tax or investment advice.  Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Notes.

6.         Covenants and Agreements.

6.1       Pre-Closing Covenants and Agreements.  The parties hereto covenant and agree to perform or take any and all such actions to effectuate the following from the date hereof until the earlier of the Closing Date or the termination of this Agreement:

(i)           Further Assurances.  The parties shall, prior to or at the Closing, as may be appropriate, execute such documents and other papers and take such other further actions as may be reasonably required to carry out the provisions hereof and effectuate the transactions contemplated hereby and by the Notes.  Each party shall use its best efforts to fulfill or obtain the fulfillment of the conditions to its obligation to effect the Closing, including promptly obtaining any consent required in connection herewith.

(ii)          Additional Disclosure.  The Company shall promptly notify each Purchaser of, and furnish each Purchaser with any information it may reasonably request with respect to, the occurrence of any event or condition or the existence of any fact that would cause any of the conditions to such Purchaser’s obligation to consummate the transactions contemplated by this Agreement not to be fulfilled.

6.2       Post-Closing Covenants and Agreements.

(a)           While the Notes are outstanding, the Company shall not, without the prior written consent of the Required Majority:

(i)            from and after the Closing Date, have or incur, or permit any of its Subsidiaries to have or incur any additional Indebtedness, other than the Indebtedness represented by the Notes, Indebtedness disclosed on Schedule 4.20, any Indebtedness incurred in connection with those notes issued in connection with that certain Note and Warrant Purchase Agreement, dated October 8, 2010, by and between the Company and UTA Capital LLC (the “UTA Notes”),  and Indebtedness: (a) used to repay the existing Indebtedness of the Company or of the Subsidiaries on a dollar-for-dollar basis, provided however, that no more than an aggregate of $4,000,000 of proceeds from the Atlantis Borrowings (as defined below) may be used for the purposes permitted in the following subsection (b) and/or the repayment of existing Indebtedness owed to Atlantis or Aurora, (b) used to increase the biomass at the fish farming sites of the Company’s operating subsidiaries, including indebtedness incurred to finance the acquisition of any related fixed assets or related capital leases, provided however, that no more than an aggregate of $4,000,000 of proceeds from the Atlantis Borrowings (as defined below) may be used for the purposes described in this subsection (b) and/or the purposes permitted in the foregoing subsection (a), (c) from a Subsidiary to the Company or to another Subsidiary or from the Company to a Subsidiary, (d) consisting of the financing of insurance premiums arising in the ordinary course of business; (e) which is secured by a mortgage Lien on real property, provided that such indebtedness shall (1) be non-recourse to the Company or any Subsidiary (other than in respect of such real property) and (2) not be secured by any assets of the Company or a Subsidiary other than such real property; and (f) of the Subsidiaries or Company consisting of unsecured indebtedness in an aggregate principal amount for all such unsecured indebtedness not exceeding $2,000,000 at any time outstanding;

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(ii)           utilize, or permit any Subsidiary to utilize, cash flow from operations to prepay any existing indebtedness (other than indebtedness evidenced by the Notes or the UTA Notes), provided however, as long as the Company is not deemed in default under the Notes, prior to repayment of the Notes, it or its Subsidiaries may utilize up to an aggregate of $4,000,000 of cash flow from operations for the repayment of that amount of the principal balance that is in excess of $8,000,000 of the total aggregate outstanding principal amount owed to: (A) Atlantis in connection with that certain Loan Agreement entered into by and between Atlantis and the Company, dated June 30, 2010, as amended on the date hereof; (B) Atlantis in connection with any financing transaction entered into by and between Atlantis and the Company or its Subsidiaries prior to the Company’s satisfaction of all monetary obligations arising under the Notes (the “Atlantis Borrowings”), and (C) Aurora in connection with those certain promissory notes dated on or about February 10, 2011 issued by the Company in favor of Aurora;

(iii)          from and after the Closing Date, grant or cause a Subsidiary to grant, a Lien against the Covered Collateral (other than Permitted Liens (as hereinafter defined) with respect to the Covered Collateral), whether subordinate or senior to any Liens granted in favor of the Purchasers in connection with the transactions contemplated by this Agreement, to a party other than a Purchaser, without the prior written consent of the Required Majority and delivery to each Purchaser of an Intercreditor Agreement executed by the proposed lienholder, which terms of such Intercreditor Agreement shall be approved by the Required Majority in their sole discretion.  “Permitted Liens” mean: (a) Liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings (and for the payment of which adequate reserves are provided in accordance with GAAP), (b) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary, provided that (1) such Lien is not created in contemplation of or in connection with such acquisition, (2) such Lien shall not apply to any other property or assets of the Company or such Subsidiary, (3) such Lien shall secure only those obligations that it secures on the date of such acquisition, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, and (4) such Lien does not apply to any inventory of the Company or such Subsidiary; (c) Liens arising as a matter of law in connection with the purchase, storage or shipping of goods or assets and proceeds thereof in favor of the seller, storer or shipper of such goods or assets; and (d) Liens arising as a matter of law in favor of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods; nor

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(iv)          take, or permit any Subsidiary to take, any corporate action that would materially impair the value of the Covered Collateral securing the obligations of the Company under the Notes.

(b)           The Company and the Subsidiaries shall maintain an insurance policy in an amount that fully insures the Baja Inventory and which names the Purchasers as loss payees thereunder, with any proceeds or disbursements from such policy to be used exclusively to either: (i) pay the Purchasers an amount up to the sum of (y) the Principal Amount outstanding under the Notes and (z) any accrued and unpaid interest under the Notes or (ii) purchase such an amount of replacement Baja Inventory as is necessary to ensure that Baja owns a sufficient amount of inventory to fulfill its obligation under Section 3.2(i) of this Agreement or other applicable terms of the Transaction Documents.

(c)           Prior to June 10, 2011, the Company shall have caused Baja to enter into and deliver to Purchaser the Baja Subsidiary Security Agreement consistent with the terms set forth in Section 3.2 hereunder including, without limitation, delivery of evidence, reasonably satisfactory to the Purchaser, that the value of Baja Inventory shall not be less than two times the sum of outstanding Principal Amount and accrued interest under the Notes; provided, however, that if the Company fails to satisfy such obligations, then, the Company shall immediately pay to the Purchasers a fee equal to 1% of the original Principal Amount of the Notes; provided, further, that if the Company or Baja fails to satisfy their respective foregoing obligations prior to June 20, 2011, then each Purchaser may in its sole discretion deem the inability to satisfy such obligations to be an event of default by the Company under the Notes.  For the avoidance of doubt, the failure to satisfy such obligations prior to June 10, 2011 shall not cause an event of default under the Notes unless such failure is continuing on June 20, 2011. Notwithstanding anything herein to the contrary, in the event that the Company is obligated to pay a fee to Purchasers pursuant to both this Section 6.2(c) and Section 6.2(d), the aggregate amount of such fee shall not exceed 1% of the original Principal Amount of the Notes.

(d)           Prior to June 10, 2011, the Company shall have caused each of the Subordinated Lenders to enter into and deliver to the Purchasers, the Subordination Agreements; provided, however, that if the Company fails to satisfy such obligations, then, the Company shall immediately pay to the Purchasers a fee equal to 1% of the original Principal Amount of the Notes; provided, further, that if either of the Subordinated Lenders fails to satisfy their respective foregoing obligations prior to June 15, 2011, then each Purchaser may in its sole discretion deem the inability to satisfy such obligations to be an event of default by the Company under the Notes.  For the avoidance of doubt, the failure to satisfy such obligations prior to June 10, 2011 shall not cause an event of default under the Notes unless such failure is continuing on June 15, 2011.  Notwithstanding anything herein to the contrary, in the event that the Company is obligated to pay a fee to Purchasers pursuant to both this Section 6.2(d) and Section 6.2(c), the aggregate amount of such fee shall not exceed 1% of the original Principal Amount of the Notes.

(e)           Within three (3) business days after the Closing, the Company shall deliver to the Purchasers an opinion from Loeb & Loeb LLP, as New York counsel for the Company, dated as of the Closing, in substantially the form of Exhibit D-1 attached hereto and from Lionel Sawyer & Collins, as Nevada counsel for the Company, an opinion, dated as of the Closing, in substantially the form of Exhibit D-2 attached hereto.

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7.         Conditions Precedent to the Obligation of Purchasers to Close.

The obligation of the Purchasers to complete the Closing is subject to the fulfillment on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived by the Required Majority in writing:

(i)           Representations and Warranties.  The representations and warranties of the Company contained in Section 4 shall be true on and as of the Closing.

(ii)          Agreements and Conditions.  On or before the Closing Date, the Company shall have complied with and duly performed and satisfied in all material respects all agreements and conditions on its part to be complied with and performed by such date pursuant to this Agreement;

(iii)         Liabilities.  Immediately prior to the Closing Date, the Company and the Subsidiaries shall have no more than $50,000,000 in current or long-term liabilities, exclusive of the obligations under the Notes, trade payables and other liabilities arising in connection with legal, accounting and financial advisory expenses incurred in the ordinary course, consistent with prior practice.

(iv)        Consents.  The Company shall have obtained any consents necessary to effectuate this Agreement and to consummate the transactions contemplated hereby and delivered copies thereof to each Purchaser.

(v)         Delivery of the Notes.  The Company shall have duly executed and delivered to the Purchasers the Notes being purchased pursuant to this Agreement.

(vi)        Compliance Certificate.  The Chief Executive Officer of the Company shall deliver to the Purchasers at the Closing a certificate certifying that the conditions specified in Section 7(i) through Section 7(v) have been fulfilled.

(vii)       Delivery of Pledged Shares. Atlantis shall have delivered to the Purchasers certificates representing an aggregate amount of 6,000,000 shares of capital stock of the Company held by Atlantis, duly endorsed in blank or accompanied by executed stock powers.

(viii)      Applicable Board and Shareholder Resolutions.  The Company shall deliver to the Purchasers copies of (i) a unanimous written consent of the Board of the Directors of the Company authorizing the execution, delivery and performance of the applicable Transaction Documents by the Company, (ii) unanimous written consents or otherwise duly authorized action of each applicable Subsidiaries authorizing the execution, delivery and performance of the applicable Transaction Documents by such Subsidiaries, and (iii) to the extent required by law or agreement, written consents or otherwise duly authorized action of each individual shareholder of the Company or of any individual Subsidiary authorizing the execution, delivery and performance of the applicable Transaction Documents by the Company or any such Subsidiary.

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(ix)         Collateral Agreements. The Company and the Subsidiaries shall have executed and delivered to the Purchasers the agreement described in Section 3.1.

8.         Conditions Precedent to the Obligation of the Company to Close.

The obligation of the Company to complete the Closing is subject to the fulfillment on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived by the Company in writing:

(i)           Representations and Warranties.  The representations and warranties of the Purchasers contained in Section 5 shall be true on and as of each Closing.

(ii)          Agreements and Conditions.  On or before the Closing Date, each Purchaser shall have complied with and performed and satisfied in all material respects all agreements and conditions to be complied with and performed by such date pursuant to this Agreement.

(iii)         Consents.  Each Purchaser shall have obtained any consents necessary to effectuate this Agreement and to consummate the transactions contemplated hereby and delivered copies thereof to the Company.

(iv)        Payment of Purchase Price.  Each Purchaser shall have paid to the Company the Purchase Price for the Notes, less any offsets permitted pursuant to this Agreement.

9.         Use of Proceeds.  The Company shall use the net proceeds (net of any fees and transaction expenses) from the sale of the Notes solely for general working capital purposes.

10.       Restrictions on Transferability.

10.1     Restrictive Legend.  Each Purchaser understands that, until such time as a registration statement pursuant to the Securities Act has been declared effective or the Notes may be sold pursuant to Rule 144(b) under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately resold, the certificate(s) representing the Notes shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the securities comprising the Notes):

THE NOTE REPRESENTED HEREBY HAS BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

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10.2     Restrictions on Transferability.  Each Purchaser hereby covenants with the Company not to effect any resale or other disposition of any of the Notes without complying with the provisions of this Agreement, and without effectively causing any prospectus delivery requirement under the Securities Act to be satisfied, and each Purchaser acknowledges and agrees that the Notes are not transferable on the books of the Company unless (a) the Notes have been sold in accordance with an effective registration statement or valid exemptions from registration under the Securities Act and any applicable state securities or “blue sky” laws, (b) prior to such time that a registration statement shall have become effective under the Securities Act, each Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the Notes under the Securities Act and (c) if applicable, the requirement of delivering a current prospectus has been satisfied.  Each Purchaser acknowledges that the Company is not obligated to file and may not file any such registration statement with the SEC.

11.       Indemnification.

11.1         Indemnification by the Company.  The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Purchaser, its officers, directors, partners, members, agents and employees, each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, settlement costs and expenses, including, without limitation, reasonable attorneys’ fees (collectively, “Losses”), as incurred, arising out of or relating to: (i) any material misrepresentation or material breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; (ii) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; (iii) any cause of action, suit or claim brought or made against such Indemnified Party (as defined in Section 11.2 hereof) by a third party (including for these purposes a derivative action brought on behalf of the Company), arising out of or resulting from (x) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (y) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Notes, or (z) the status of Indemnified Party as holder of the Notes.  Notwithstanding anything contained herein to the contrary, no Indemnifying Party (as hereinafter defined) shall be obligated to indemnify an Indemnified Party (as hereinafter defined) hereunder for that portion of any Losses that have been the result of the gross negligence or willful misconduct of such Indemnified Party or the breach of a Transaction Document by an Indemnified Party.

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11.2         Conduct of Indemnification Proceedings.  If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party has agreed in writing to pay such fees and expenses; (ii) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of separate counsel shall be at the expense of the Indemnifying Party).  It shall be understood, however, that the Indemnifying Party shall not, in connection with any one such Proceeding (including separate Proceedings that have been or will be consolidated before a single judge) be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, which firm shall be appointed by a majority of the Indemnified Parties.  The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

All reasonable fees and expenses of the Indemnified Party required to be paid by an Indemnifying Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 11.2) shall be paid to the Indemnified Party, as incurred, within 20 Trading Days (as hereinafter defined) of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder). For purposes of this Agreement, (a) “Trading Day” means (i) a day on which the Common Stock is traded or is eligible to be traded on a Trading Market, or (ii) if the Common Stock is not listed on a Trading Market, a day on which the Common Stock is traded or is eligible to be traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day and (b) “Trading Market” means whichever of the NYSE AMEX Equities, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing) on which the Common Stock is listed or quoted for trading on the date in question.

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The indemnity agreement contained in this Section 11.2 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

12.       Miscellaneous.

12.1         Waiver of Attorney Conflict. The Purchasers and UTA Capital LLC (“UTA”) have previously agreed to waive any present or future conflict that would preclude representation by Seyfarth Shaw LLP of the Purchasers in this bridge financing or of UTA with respect to any matters adverse to the Purchasers, including matters concluded in the past or which may arise in the future, such as any future default, workout or insolvency matters relating to the Company, where the position of UTA may be deemed to be adverse to the Purchasers, and each of the Purchasers has consented to Seyfarth Shaw’s continued and future representation of UTA in any and all such matters, including matters which may be adverse to the Purchasers. The Company agrees that it will not object to any such future representation of either Purchasers or of UTA by Seyfarth Shaw LLP.

12.2         Termination.  This Agreement may be terminated by the Company or Required Majority, by written notice to the other parties, if the Closing has not been consummated by 11:00 a.m. on June 8, 2011; provided that no such termination will affect the right of any party to sue for any breach by the other party (or parties).

12.3         Fees and Expenses.

(i)          Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

(ii)        The Company agrees to reimburse the Purchasers at the Closing (or, at the Purchasers’ option, promptly thereafter) for all reasonable legal fees, due diligence expenses and other reasonable expenses incurred for services relating to the transactions contemplated herein, including any reasonable legal fees and other reasonable expenses related to the Purchasers’ review of the Company’s compliance with post-closing covenants, including those related to delivery of perfected security interests in Baja Inventory, provided that travel expenses in excess of five thousand dollars ($5,000) shall be pre-approved by the Company.  An estimated portion of such reimbursement amount (net of any amounts previously advanced by the Company) may, at the option of the Purchasers, be paid by offset against the cash purchase price payable for the Notes purchased at the Closing. The foregoing reimbursement obligation of the Company shall be enforceable by the Purchasers regardless of whether the Closing occurs.

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(iii)        In addition to the reimbursement obligation of the Company set forth in Section 12.3(ii) above, during the period of time in which all of, or a portion of, the Principal Amount of the Notes remain outstanding, the Company agrees to reimburse each Purchaser for reasonable legal fees and other reasonable expenses incurred for in connection with such Purchaser’s enforcement of its rights under the Transaction Documents, including costs of negotiating any future subordination or loan extension arrangement with the Company or third party lenders.

12.4         Entire Agreement.  The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.  At or after the Closing, and without further consideration, the Company will execute and deliver to each Purchaser such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

12.5         Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified in this Section 12.5 prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified in this Section 12.5 on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of deposit with a nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given.  The addresses, facsimile numbers and email addresses for such notices and communications are those set forth on the signature pages hereof, or such other address or facsimile number as may be designated in writing hereafter, in the same manner, by any such Person.

12.6         Amendments; Waivers.  No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Required Majority or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

12.7         Construction.  The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

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12.8         Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.  The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Required Majority.  Each Purchaser may assign its rights under this Agreement to any Person to whom such Purchaser assigns or transfers or will assign or transfer (including by way of distribution to its members, partners or stockholders) any Notes, provided (i) such transferor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company after such assignment, (ii) at least five days prior to such assignment, the Company is furnished with written notice of (x) the name and address of such transferee or assignee and (y) the Notes which are being transferred or assigned, (iii) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (iv) such transferee agrees in writing to be bound, with respect to the transferred Notes, by the provisions hereof that apply to the “Purchaser” and (v) such transfer shall have been made in accordance with the applicable requirements of this Agreement and with all laws applicable thereto.

12.9         No Third-Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto, and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that each Indemnified Party is an intended third-party beneficiary of Section 11 and (in each case) may enforce the provisions of such section directly against the parties with obligations thereunder.

12.10       Governing Law; Venue; Waiver of Jury Trial. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY.  THE COMPANY AND PURCHASERS HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR ANY PURCHASER HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR ANY PURCHASER, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.  EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.  NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.  THE COMPANY AND PURCHASERS HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.

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12.11       Survival.  The representations and warranties, agreements and covenants contained herein shall survive the Closing.

12.12       Execution.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or email attachment, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or email-attached signature page were an original thereof.

12.13       Severability.  If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

12.14       Rescission and Withdrawal Right.  Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever a Purchaser exercises a right, election, demand or option owed to such Purchaser by the Company under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then, prior to the performance by the Company of the Company’s related obligation, such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

12.15       Replacement of Notes.  If any certificate or instrument evidencing any Note is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that fact and an agreement to indemnify and hold harmless the Company for any losses in connection therewith.  The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Note.

12.16       Remedies.  In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each Purchaser and the Company will be entitled to seek specific performance under the Transaction Documents.  The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation (other than in connection with any action for a temporary restraining order) the defense that a remedy at law would be adequate.

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12.17       Payment Set Aside.  To the extent that the Company makes a payment or payments to a Purchaser hereunder or a Purchaser enforces or exercises its rights hereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company by a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

12.18   Public Announcement.  From and after the Closing, and while any Note is outstanding, the Company and no Purchaser will disclose, shall not cause any Person to disclose, and will not include or cause any Person to include in any public announcement, the name of the other party to this Agreement, unless expressly agreed to by such other party or unless and until such disclosure is required by applicable law or applicable regulation, and then only to the extent of such requirement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Note Purchase Agreement on the date first above written.

THE COMPANY:

UMAMI SUSTAINABLE SEAFOOD INC.

By:

Name: Oli Valur Steindorsson

Title:  President and Chief Executive Officer

Address:

1230 Columbia Street, Suite 1100

San Diego, California 92101

PURCHASERS:

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EXHIBIT A

Promissory Note

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BORROWER THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE.  THE BORROWER, OR BORROWER’S REPRESENTATIVE, OLI VALUR STEINDORSSON, LOCATED AT 1230 COLUMBIA STREET, SUITE 1100, SAN DIEGO, CA 92101, WILL PROMPTLY MAKE AVAILABLE TO THE PURCHASER, UPON REQUEST, THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THIS NOTE.

UMAMI SUSTAINABLE SEAFOOD INC.

SENIOR SECURED BRIDGE NOTE

$1,000,000.00 New York, New York Issued: June 3, 2011

FOR VALUE RECEIVED, the undersigned, Umami Sustainable Seafood Inc., a Nevada corporation, with an office located at 405 Lexington Avenue, 26th Floor, Suite 2640, New York, NY 10174, (“Borrower”), hereby unconditionally promises to pay to [__________________] (“Purchaser”), on the Maturity Date (as defined in Section 4 hereof) to the order of Purchaser, at the office of Purchaser located at [_________________], or such other address designated by Purchaser, in lawful money of the United States of America and in immediately available funds, the principal amount of One Million Dollars and 00/100 ($1,000,000.00).   Borrower acknowledges and agrees that this Note is intended to be an original discount note, and therefore the aggregate cash payments received by Borrower and its subsidiaries from the Purchasers (as defined in the Purchase Agreement) will total only $1,920,000, notwithstanding that the aggregate original principal amount of the Notes (as defined below) total $2,000,000.

1.           PURCHASE AGREEMENT.  This Senior Secured Bridge Note (the “Note”) is one of two identical notes (except with respect to principal amount) (collectively, the “Notes”) purchased under that certain Note Purchase Agreement, dated as of June 3, 2011, between Borrower and Purchaser and one other purchaser of Notes (as may be amended from time to time, the “Purchase Agreement”).  The Purchaser is entitled to the benefits and subject to certain obligations under the Purchase Agreement and may enforce the agreements of Borrower contained therein and exercise the remedies provided thereby.  All capitalized words and phrases used herein and not otherwise specifically defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement to the extent the same are used or defined therein.

2.           HEADINGS, ETC.  The headings and captions of the numbered paragraphs of this Note are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.  Whenever used, the singular number shall include the plural, the plural the singular, and the words “Purchaser” and “Borrower” shall include, respectively, their respective successors and assigns; provided, however, that Borrower shall in no event or under any circumstance have the right to assign or transfer its obligations under this Note.

3.           SECURITY.  The obligations of Borrower hereunder shall be immediately secured by (a) pledges of (i) 6.00 million shares in the aggregate for the two Notes of the issued and outstanding shares of capital stock of the Borrower that are presently owned by Atlantis Group HF, an Icelandic company (“Atlantis”) and (ii) a portion (determined in accordance with the terms of the Purchase Agreement) of the inventory of Baja Aqua-Farms S.A. de C.V., a Mexican company (“Baja”), whether presently owned or hereinafter acquired, and any proceeds arising in connection with the sale or disposition of such inventory.

4.           MATURITY.  This Note shall mature on June 30, 2011, unless such date shall be otherwise extended in writing by a Purchaser in its sole discretion (such date, the “Maturity Date”).  On the Maturity Date, all outstanding principal and any accrued and unpaid fees due and owing under this Note, shall be immediately paid by Borrower.

5.           DEFAULT RATE; PAYMENT.

(a)          If all of the principal amount of this Note and the fees payable thereon shall not be repaid when due whether on the applicable repayment date, by acceleration or otherwise, the Company shall immediately pay to Purchaser an amount equal to five percent (5%) of the principal amount outstanding under this Note as of the date that such obligations under this Note become due and payable.

(b)          Notwithstanding anything hereunder, if by the close of business on June 10, 2011, for any reason whatsoever, the Company fails to deliver the Baja Subsidiary Security Agreement to the Purchasers consistent with the terms set forth in Section 3.2 of the Purchase Agreement, including without limitation, delivery of evidence, reasonably satisfactory to the Purchaser, that the value of Baja Inventory shall not be less than two times the sum of the outstanding Principal Amount under the Notes, then, the Company shall immediately pay to Purchasers a fee equal to 1% of the original Principal Amount of the Notes.  For the avoidance of doubt, the failure to satisfy such obligations prior to June 10, 2011 shall not cause an Event of Default hereunder unless such failure is continuing on June 20, 2011 pursuant to Section 9(e) hereof.  Notwithstanding anything herein to the contrary, in the event that the Company is obligated to pay a fee to Purchasers pursuant to both this Section 5(b) and Section 5(c), the aggregate amount of such fee shall not exceed 1% of the original Principal Amount of the Notes.

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(c)          Notwithstanding anything hereunder, if by the close of business on June 10, 2011, for any reason whatsoever, the Company fails to deliver the Subordination Agreements to the Purchasers consistent with the terms set forth in Section 6.2(d) of the Purchase Agreement, then, the Company shall immediately pay to Purchasers a fee equal to 1% of the original Principal Amount of the Notes.  For the avoidance of doubt, the failure to satisfy such obligations prior to June 10, 2011 shall not cause an Event of Default hereunder unless such failure is continuing on June 20, 2011 pursuant to Section 9(e) hereof.   Notwithstanding anything herein to the contrary, in the event that the Company is obligated to pay a fee to Purchasers pursuant to both this Section 5(c) and Section 5(b), the aggregate amount of such fee shall not exceed 1% of the original Principal Amount of the Notes.

(d)          All payments to be made by Borrower hereunder shall be made, without setoff or counterclaim, in lawful money of the United States by check or wire transfer in immediately available funds.

6.            VOLUNTARY AND MANDATORY PREPAYMENT; PAYMENT RIGHTS UPON MERGER, CONSOLIDATION, ETC.;

(a)          The Borrower shall have the right to prepay the principal amount of this Note at any time upon one (1) days prior written notice to Purchaser.

(b)          If, at any time, prior to the Maturity Date, Borrower proposes to consolidate or effect any other corporate reorganization with, or merge into, another corporation or entity that previously did not hold, directly or indirectly, more than twenty percent (20%) of Borrower’s Common Stock, whereby  such corporation or entity immediately subsequent to such consolidation, merger or reorganization will own capital stock of Borrower or entity surviving such merger, consolidation or reorganization representing more than fifty (50%) percent of the combined voting power of the outstanding securities of Borrower or such entity immediately after such consolidation, merger or reorganization, or has the right to elect nominees to a represent a majority of Borrower’s Board of Directors (a “Change of Control Event”), then Borrower shall provide Purchaser with at least ten (10) days’ prior written notice of any such proposed action, and Purchaser will, at its option, have the right to demand immediate payment of all amounts due and owing under this Note (including all accrued and unpaid fees) in cash or in Borrower’s Common Stock valued at the closing price of Borrower’s Common Stock on the date of the mailing of such written notice.  Purchaser will give Borrower written notice of such demand within five (5) days after receiving notice of the Change of Control Event.  All amounts due and owing hereunder shall be paid by Borrower to Purchaser within five (5) days from the date of such written notice via federal funds wire transfer(s) of immediately available funds, or in the case of the issuance of Borrower’s Common Stock in lieu of cash, the issuance shall take place prior to the consummation of the Change of Control Event, in accordance with written instructions provided to Borrower by Purchaser.

7.           ASSURANCES WITH RESPECT OFPURCHASER RIGHTS.  Borrower shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, intentionally avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by Borrower and shall at all times in good faith assist in the carrying out of all the provisions of this Note and in taking of all such actions as may be necessary or appropriate in order to protect the rights of Purchaser against impairment.

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8.           SENIOR INDEBTEDNESS.  Subject to Section 16, this Note shall be senior to all other Indebtedness of the Borrower, provided, that this Note shall be pari passu in right of payment with the UTA Notes.

9.           EVENTS OF DEFAULT.  If any of the following events (each, an “Event of Default”) shall occur and be continuing:

(a)          Borrower shall fail to pay any amount payable under this Note or any other Transaction Document within three (3) business days after such payment becomes due in accordance with the terms hereof;

(b)          Borrower or any Subsidiary shall fail to pay when due, and it shall continue unremedied for a period of ten (10) calendar days, whether upon acceleration, prepayment obligation or otherwise, any indebtedness and/or other sums payable by Borrower or any Subsidiary (other than indebtedness owed to Purchaser under this Note and the other Transaction Documents); provided that, it shall not constitute an Event of Default pursuant to this subsection (b) unless the aggregate amount of all such indebtedness referred to above exceeds $250,000 at any one time;

(c)          dissolution, termination of existence, suspension (unless fully covered by business interruption insurance) or discontinuance of business (other than as a result of a consolidation of one or more of Borrower’s subsidiaries with Borrower or another subsidiary) or ceasing to operate as going concern of Borrower or any Subsidiary;

(d)          any material representation or warranty made by Borrower herein, in the Purchase Agreement or in any other agreement, certificate or instrument contemplated by this Note or the Purchase Agreement or that is contained in any certificate, document or financial or other statement furnished by Borrower at any time under or in connection with this Note or the Purchase Agreement shall have been incorrect in any material respect on or as of the date made or deemed made;

(e)          the failure by the Company, for any reason whatsoever, to deliver to the Purchaser, (i) by the close of business on June 20, 2011, the Baja Subsidiary Security Agreement consistent with the terms set forth in Section 3.2 of the Purchase Agreement, including, without limitation, delivery of evidence reasonably satisfactory to the Purchaser that the value of the Baja Inventory shall not be less than two times the sum of the outstanding Principal Amount under the Notes or (ii) by the close of business on June 15, 2011, the Subordination Agreements consistent with the terms set forth in Section 6.2(d) of the Purchase Agreement;

(f)          any portion of the Collateral is subjected to a levy of execution, attachment or other judicial process or any portion of the Collateral is the subject of a claim (other than by the Pledgee) of a Lien or other right or interest in or to the Collateral and such levy or claim shall not be cured, disputed or stayed within a period of forty-five (45) days after the occurrence thereof;

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(g)          Borrower shall default, in any material respect, in the observance or performance of any obligation or agreement contained in this Note, Sections 6.2, 9 and 11 of the Purchase Agreement, the Baja Subsidiary Security Agreement, or any other agreement or instrument contemplated by the Transaction Documents, and such default shall continue unremedied for a period often (10) days after written notice to Borrower of such default; or

(h)          (i) Borrower or any Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Borrower or any Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief of any such adjudication of appointment or (B) remains undismissed, undischarged or unbonded for a period of forty-five (45) days; or (iii) there shall be commenced against Borrower or any Subsidiary any case, proceeding other action seeking issuance of a warrant of attachment, execution, distrait or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within forty-five (45) days from the entry thereof; or (iv) Borrower or any Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in any of the acts set forth in clauses (i), (ii) or (iii) above; or (v) Borrower or any Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due,

then, and in any such event, (1) if such event is an Event of Default specified in subsection (h) above of this Section 9 with respect to Borrower, automatically this Note (with all accrued and unpaid fees thereon) and all other amounts owing under this Note shall immediately become due and payable, and (2) if such event is any other Event of Default, Purchasers constituting the Required Majority may, by written notice to Borrower, declare the Notes (with all accrued and unpaid fees thereon) and all other amounts owing under this Note to be due and payable forthwith, whereupon the same shall immediately become due and payable.  Except as expressly provided in this Section 9, presentation, demand, protest and all other notices of any kind are hereby expressly waived by Borrower.

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10.           ENFORCEABILITY.  The Borrower acknowledges that this Note and Borrower’s obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Note and the obligations of Borrower under this Note or the obligations of any other Person relating to this Note.  The Transaction Documents set forth the entire agreement and understanding of Purchaser and Borrower, and Borrower absolutely, unconditionally and irrevocably waives any and all right to assert any set-off, counterclaim or crossclaim of any nature whatsoever with respect to this Note or the obligations of Borrower hereunder, or the obligations of any other Person relating hereto or thereto or to the obligations of Borrower hereunder or otherwise in any action or proceeding brought by Purchaser to collect on the Note, or any portion thereof (provided, however, that the foregoing shall not be deemed a waiver of Borrower’s right to assert any compulsory counterclaim maintained in a court of the United States, or of the State of New York if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of Borrower’s right to assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Purchaser in any separate action or proceeding).  The Borrower acknowledges that no oral or other agreements, conditions, promises, understandings, representations or warranties exist with respect to the Transaction Documents or with respect to the obligations of Borrower thereunder, except those specifically set forth in the Transaction Documents.  Borrower agrees to pay all costs and expenses of Purchaser related to Purchaser’s enforcement of the obligations of Borrower hereunder and the collection of all sums payable hereunder, including but not limited to reasonable attorneys’ fees and expenses, irrespective of whether litigation is commenced.  Any such amounts shall be payable on demand, with interest at a monthly interest rate of five percent (5%).

11.           WAIVER.  Borrower waives presentment, demand for payment, notice of dishonor and any or all notices or demands in connection with the delivery, acceptance, performance, default or enforcement of any Transaction Document now or hereafter required by applicable law, and consents to any or all delays, extensions of time, renewals or releases with respect to any Transaction Document, and of any available security therefor, and agrees that no failure or delay on the part of Purchaser, in the exercise of any power, right or remedy under this Note shall impair such power, right or remedy or shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude other or further exercise of such or any other power, right or remedy.  No notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Purchaser, to take further action without further notice or demand as provided in any of the Transaction Documents.

12.           AMENDMENTS.  This Note may not be modified, amended, changed or terminated orally, except by an agreement in writing signed by Borrower and the Purchaser or, to the extent that the provision sought to be amended is one that requires the approval of the Required Majority, then by an agreement in writing signed by Borrower and the Purchasers constituting the Required Majority.  Any amendment or waiver effected in accordance with this Section 12 shall be binding upon Borrower, Purchaser and each transferee of this Note.

13.           USURIOUS INTEREST RATE.  Notwithstanding anything to the contrary contained in this Note, the interest paid or agreed to be paid hereunder shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If Purchaser shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Note or, if it exceeds such unpaid principal, shall be refunded to Borrower. In determining whether the interest contracted for, charged, or received by Purchaser exceeds the Maximum Rate, Borrower may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of this Note.

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14.           NOTICES.  Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by a nationally-recognized delivery service (such as Federal Express or UPS), or seventy-two (72) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and in all cases addressed to the party to be notified at such party’s address as set forth above or as subsequently modified by written notice.

15.           GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.  This Note and all acts and transactions pursuant hereto shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to principles of conflicts of laws.  The Borrower hereby irrevocably consents to the exclusive jurisdiction of any federal or state court located in the State of New York and consents that all service of process be sent by nationally recognized overnight courier service directed to Borrower at Borrower’s address set forth herein and service so made will be deemed to be completed on the business day after deposit with such courier.  The Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both Purchaser and Borrower.  The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.  THE BORROWER AND THE PURCHASER (BY ACCEPTANCE OF THIS NOTE) MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS THAT THEY MAY NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE THEREOF TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF THE PURCHASER RELATING TO ENFORCEMENT OF THIS NOTE.  EXCEPT AS PROHIBITED BY APPLICABLE LAW, THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION RELATING TO ENFORCEMENT OF THIS NOTE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE PURCHASER TO MAKE FUNDS AVAILABLE TO THE BORROWER AND TO ACCEPT THIS NOTE.

16.           PARI PASSU NOTES.  Purchaser acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Note and all fees due hereunder shall be pari passu in right of payment and in all other respects with the other Notes.  In the event Purchaser receives payments in excess of its pro rata share of the Borrower’s payments to the holders of all of the Notes, then Purchaser shall hold in trust all such excess payments for the benefit of the holders of the other Notes and shall pay such amounts held in trust to such other holders upon demand by such holders.

[Signature page follows]

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IN WITNESS WHEREOF, Borrower has duly executed this Senior Secured Bridge Note as of the date first written above.

BORROWER:

UMAMI SUSTAINABLE SEAFOOD INC.

By:

Name: Oli Valur Steindorsson

Title:  President and Chief Executive Officer

Address:

1230 Columbia Street, Suite 1100

San Diego, CA 92101

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EXHIBIT B

Form of Atlantis Pledge and Security Agreement

PLEDGE AND SECURITY AGREEMENT

(By Atlantis Group HF, an Icelandic company, relating to the Equity Interests (as such term is defined herein) and any proceeds arising in connection with the sale or disposition of such Equity Interests.)

This PLEDGE AND SECURITY AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) is entered into as of June 3, 2011, by and between Atlantis Group HF, an Icelandic company (the “Pledgor,” or the “Company”) and individuals listed on Schedule 1 attached hereto (each a “Pledgee,” and, collectively, the “Pledgees”).

RECITALS

WHEREAS, pursuant to that certain Note Purchase Agreement, dated as of June 3, 2011 (as amended, restated or otherwise modified from time to time, the “Purchase Agreement”), by and among Umami Sustainable Seafood Inc., a Nevada corporation (“Borrower”) and the Pledgees, Borrower has requested that the Pledgees make a loan or loans available to Borrower in the aggregate principal amount of up to $2,000,000, and the Pledgees have agreed to make such loans available to Borrower as set forth in the Purchase Agreement;

WHEREAS, Pledgor is a shareholder of Borrower and the borrowings under the Purchase Agreement by the Borrower will confer direct economic benefit upon the Pledgor; and

WHEREAS, in order to induce the Pledgees to provide the financial accommodations described in the Purchase Agreement, the Pledgor has agreed to pledge and grant a security interest in the collateral described herein to the Pledgees, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.           Definitions.  Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Purchase Agreement.  The term “Proceeds,” which is defined in the Uniform Commercial Code in effect in the State of New York on the date hereof (the “UCC”) is used herein as so defined.

2.           Pledge and Grant of Security Interest.  To secure the prompt payment and performance in full when due, whether by lapse of time or otherwise, of the aggregate amount of the Notes, and all of the other Secured Obligations (as defined below), the Pledgor hereby pledges, assigns, hypothecates and grants to the Pledgees a first priority lien on and security interest in and charge on (the “Security Interest”) any and all right, title and interest of the Pledgor in and to the following, whether now owned or existing or whether owned, acquired, or arising hereafter (collectively, the “Collateral”):

(a)           Umami Equity Interests. 6,000,000 shares of capital stock of Borrower, presently owned, either directly or indirectly, by the Company (the “Equity Interests”), with each Purchaser receiving a pledge of Equity Interests totaling approximately three (3) shares of capital stock of Borrower for every dollar of Principal Amount of the Note purchased by the respective Purchaser pursuant to the Purchase Agreement.  The number of pledged shares to which each Purchaser is entitled hereunder is set forth on Schedule 1 hereto.

(b)           Proceeds. All Proceeds received, directly or indirectly, by Pledgor in connection with the sale or disposition of the Equity Interests, however and whenever acquired and in whatever form, with each Purchaser receiving a pledge of a pro-rata portion of the aggregate Proceeds subject hereto based on such Purchaser’s interests in the Equity Interests pledged pursuant to Section 2(a) hereunder (the “Proceeds,” together with the Equity Interests, the “Collateral”).

3.           Security for Secured Obligations.  The Security Interest created hereby in the Collateral constitutes continuing collateral security for the following obligations (collectively, the “Secured Obligations”): (a) the aggregate principal amount, interest and other payment obligations due, or which may  become due, under the Notes, (b) all other obligations and liabilities of Borrower and/or the Pledgor to the Pledgees under the Purchase Agreement and the Transaction Documents, and (c)  all other obligations and liabilities of the Borrower and/or Pledgor to the Pledgees under this Agreement (the Notes, the Purchase Agreement, the Transaction Documents and this Agreement, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”), whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Secured Obligations, or of any instrument evidencing any of the Secured Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such Secured Obligations in any case commenced by or against Borrower and/or the Pledgor under Title 11, United States Code, including, without limitation, obligations of Borrower and/or the Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Secured Obligations but for the commencement of such case).

4.           Delivery of the Collateral.  The Pledgor hereby agrees that:

(a)           Delivery of Certificates.  The Pledgor shall deliver to each Pledgee or their designee all certificates and instruments constituting the Equity Interests pledged to the respective Pledgee hereunder.  Prior to delivery to each Pledgee or its designee, all such certificates and instruments constituting the Equity Interests shall be held in trust by the Pledgor for the benefit of such Pledgee pursuant hereto.  All such certificates shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit 1 attached hereto.

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(b)           Additional Securities.  If the Pledgor shall receive by virtue of it being or having been the owner of the Collateral, any (i) stock certificate, membership certificate or other certificate representing stock or a membership or partnership interest, including without limitation, any certificate representing a dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares of stock or membership or equity or partnership interests, stock splits, spin-off or split-off, promissory notes or other instruments; (ii) option or right, whether as an addition to, substitution for, or an exchange for, the Collateral or otherwise; (iii) dividends payable in securities; or (iv) distributions of securities in connection with a partial or total liquidation, dissolution or reduction of capital, capital surplus or paid-in surplus, then the Pledgor shall receive such certificate, instrument, option, right, dividend or distribution in trust for the benefit of each Pledgee, shall segregate it from the Pledgor’s other property and shall promptly deliver it to each Pledgee in the exact form received together with any necessary endorsement and/or appropriate stock power, membership interest power or partnership interest power, as applicable, duly executed in blank, substantially in the form provided in Exhibit 1, to be held by the Pledgees as Collateral and as further collateral security for the Secured Obligations.

(c)           Financing Statements.  The Pledgor authorizes the Pledgees to file such UCC (as defined in Section 1 above) or other applicable financing statements, as may be reasonably requested by the Pledgees in order to perfect and protect the Security Interest created hereby in the Collateral.

5.           Other Obligations of the Pledgor.

(a)           Waiver.  The Pledgor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Secured Obligations and this Agreement and any requirement that the Pledgees exhaust any right or take any action against the Company or any other Person or any collateral.

(b)           Subrogation.  The Pledgor will not exercise any rights which the Pledgor may acquire by way of subrogation under this Agreement, by any payment made hereunder or otherwise until all the Secured Obligations shall have been paid in full (other than indemnification and other contingent obligations which by their terms survive termination of the Purchase Agreement and other Documents).  If any amount shall be paid to the Pledgor on account of such subrogation rights at any time when all the Secured Obligations shall not have been paid in full (other than indemnification and other contingent obligations which by their terms survive termination of the Purchase Agreement and other Documents), such amount shall be held in trust for the benefit of the Pledgees and shall forthwith be paid to the Pledgees to be credited and applied upon the Secured Obligations, whether matured or unmatured, in any order which it may, in its discretion, elect.  If (i) the Pledgor shall make payment to the Pledgees of all or any part of the Secured Obligations and (ii) all the Secured Obligations shall be paid in full (other than indemnification and other contingent obligations which by their terms survive termination of the Purchase Agreement and other Documents), the Pledgees will, at the Pledgor’s request, execute and deliver to the Pledgor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Pledgor of an interest in the Secured Obligations resulting from such payment by the Pledgor.

6.           Representations and Warranties.  The Pledgor hereby represents and warrants to the Pledgees that as of the date hereof:

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(a)           Authorization of the Equity Interests.  The Equity Interests are duly authorized and validly issued, are fully paid and nonassessable and are not subject to the preemptive rights of any Person.

(b)           Title.  The Pledgor has good and indefeasible title to the Collateral and will at all times be the legal and beneficial owner of such Collateral free and clear of any attachments, levies, taxes, liens, security interests, hypothecations and encumbrances of every kind and nature (“Liens”) other than Permitted Liens.  There exists no “adverse claim” within the meaning of Section 8-102 of the UCC with respect to the Equity Interests.

(c)           Exercising of Rights.  To the best of the Pledgor’s Knowledge, so long as done in accordance with laws affecting the offering and sale and/or purchase of securities and the UCC or other relevant law in the applicable jurisdiction, the exercise by the Pledgees of their rights and remedies hereunder will not violate any law or governmental regulation or any material contractual restriction binding on or affecting the Pledgor, the Collateral or any of the Pledgor’s other property.

(d)           Pledgor’s Authority.  No authorization, approval or action by, and no notice or filing with any governmental authority or with the issuer of any Equity Interests is required either (i) for the pledges made by the Pledgor or for the granting of the Security Interest by the Pledgor pursuant to this Agreement or (ii) to the best of the Pledgor’s Knowledge, for the exercise by the Pledgees of their rights and remedies hereunder (except as may be required by laws affecting the offering and sale and/or purchase of securities and those that have already been obtained).

(e)           Security Interest/Priority.  This Agreement creates a valid first priority Security Interest and charge in favor of the Pledgees in the Collateral, under the UCC.  The taking possession by the Pledgees of the certificates representing the Equity Interests will perfect and establish the first priority of the Pledgees’ Security Interest in the Equity Interests.  The filing of the financing statements with the District of Columbia with respect to the Proceeds will perfect and establish the first priority of the Pledgees’ security interest in the Proceeds, to the extent Pledgor has or may acquire rights in such Proceeds.  Except as set forth in this Section 6(e), no action is necessary to perfect or otherwise protect the Pledgees’ Security Interest in the Collateral.

(f)           Litigation.  There are no pending or, to Pledgor’s Knowledge, threatened actions or proceedings before any court, judicial body, administrative agency or arbitrator which may materially adversely affect the Collateral;

(g)           Power and Authority.  The Pledgor has the requisite power and authority to enter into this Agreement and any related documents, perform its obligations hereunder and thereunder and to pledge and assign the Collateral to the Pledgees in accordance with the terms of this Agreement;

(h)           Transfer Restrictions.  There are no provisions contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Pledgor or Borrower, or any other documents or agreements, that impose any form of restriction on the transfer of the Equity Interests which have not otherwise been enforceably and legally waived by the necessary parties;

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(i)           Securities Laws.  None of the shares of the Equity Interests have been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject;

(j)           Grant of Security Interest.  The pledge and assignment of the Equity Interests and the grant of a Lien in the Collateral under this Agreement vest in the Pledgees all rights of the Pledgor in the Collateral as contemplated by this Agreement; and

(k)           Principal Addresses; Legal or Other Names. The location of Pledgor’s chief executive office, offices, warehouses, other locations of Collateral and locations where records with respect to Collateral are kept (including in each case the county of such locations) are as set forth in Exhibit 3 and, except as set forth in such Schedule, such locations have not changed during the preceding twelve months.  As of the date hereof, during the prior five years, except as set forth in Exhibit 3, Pledgor has not been known as or conducted business under any other name (including trade names).

7.           Covenants.  The Pledgor hereby covenants that so long as any of the Secured Obligations remain outstanding (other than indemnification and other contingent obligations which by their terms survive termination of the Purchase Agreement and the other Documents) or any Document is in effect, the Pledgor shall:

(a)           Books and Records.  Mark its books and records (and shall cause Borrower to mark its books and records) to reflect the Security Interest granted to the Pledgees pursuant to this Agreement and the other Documents, including entering particulars of the share pledge in the share register of Borrower.

(b)           Defense of Title.  Warrant and defend title to and ownership of the Collateral at its own reasonable expense against the claims and demands brought against the Pledgee and/or Pledgor by any other parties claiming an interest therein, keep the Collateral free from all Liens (other than Liens permitted by the Purchase Agreement), and not sell, exchange, transfer, convey, assign, lease or otherwise dispose of its rights in or to the Collateral or any interest therein nor create, incur or permit to exist any Lien whatsoever with respect to any of the Collateral or the proceeds thereof other than that created hereby or as otherwise permitted by the Purchase Agreement.

(c)           Defend Against Claims.  The Pledgor will, at its reasonable expense, defend each Pledgee’s right, title and security interest in and to the Collateral against the claims of any other party.

(d)           Additional Equity Interests.  Not consent to or approve the issuance to the Pledgor of (i) any additional shares of any class of capital stock or other equity interests of Borrower or (ii) any securities convertible either voluntarily by the holder thereof or automatically upon the occurrence or nonoccurrence of any event or condition into, or any securities exchangeable for, shares of Borrower’s capital stock, unless, in either case, 100% of such shares and/or convertible securities are pledged as Collateral pursuant to this Agreement.

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(e)           Further Assurances.  Promptly execute and deliver at its expense all further instruments and documents and take all further action that may be reasonably necessary and desirable or that the Pledgees may reasonably request in order to (i) perfect and protect the Lien created hereby in the Collateral (including, without limitation, any and all action necessary to satisfy the Pledgees that the Pledgees have obtained a first priority perfected Security Interest in the Equity Interests); (ii) enable the Pledgees to exercise and enforce hereunder with respect to  their rights and remedies relating to the Collateral; and (iii) otherwise effect the purposes of this Agreement, including, without limitation and if requested by the Pledgees, (A) delivering to the Pledgees irrevocable proxies with respect to the Collateral, which irrevocable proxies will be strictly and only used for the purpose of allowing the Pledgees to perfect and protect the Security Interest granted or purported to be granted hereby or to enable the Pledgees to exercise and enforce their rights and remedies hereunder with respect to the Collateral, but only in accordance with the terms of this Agreement following the occurrence of an Event of Default and (B) executing and delivering, and causing the issuer of such Equity Interests to execute and deliver, to Pledgees a control acknowledgment (“Control Acknowledgement”)  substantially in the form of Exhibit 2 with respect to the Equity Interests.  The Pledgor shall cause the issuer to acknowledge in writing its receipt and acceptance thereof.  Such Control Acknowledgement shall instruct such issuer to follow instructions from the Pledgees without any Pledgor’s consultation or consent.

(f)           Amendments.  Not make or consent to any amendment or other modification or waiver with respect to any of the Collateral or enter into any agreement or allow to exist any restriction with respect to any of the Collateral other than pursuant hereto, including, without limitation, any amendment that would (i) impair the Collateral or adversely affect in any respect the rights, privileges, benefits and security interests provided to or intended to be provided to the Pledgees or (ii) that in any way adversely affects the perfection of the Security Interest of the Pledgees in the Collateral.

(g)           Compliance with Securities Laws.  File all reports and other information now or hereafter required to be filed by the Pledgor with the United States Securities and Exchange Commission and any other state, federal or foreign agency in connection with the ownership of the Collateral.

(h)           Subordination of Rights of Payment and Application of Proceeds.  At all times following the occurrence and during the continuance of an Event of Default (after giving effect to all applicable notice and cure rights), distribute to Pledgees any cash dividends or distributions received in respect of the Equity Interests and all such amounts shall be immediately utilized by the Pledgees to repay the Notes and other obligations of the Pledgor to the Pledgees.

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8.           Advances by the Pledgees. Upon the occurrence and during the continuance of an Event of Default (after giving effect to all applicable notice and cure rights), the Pledgees may, in their sole option and discretion, take all such action as they deem appropriate and in so doing may expend such sums as the Pledgees may reasonably deem advisable in the performance thereof, including, without limitation, the payment of any insurance premiums, the payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made in defending against any adverse claim and all other expenditures which the Pledgees may make for the protection of the Collateral hereof or which may be compelled to make by operation of law.  All such sums and amounts so expended shall be reimbursed by the Pledgor promptly upon timely notice thereof and demand therefore and shall constitute additional Secured Obligations.  No such performance of any covenant or agreement by the Pledgees on behalf of the Pledgor, and no such advance or expenditure therefor, shall relieve the Pledgor of any default under the terms of this Agreement or the other Documents.  The Pledgees may make any payment hereby authorized in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title or claim except to the extent such payment is being contested in good faith by the Pledgor in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP.

9.           Events of Default.  An Event of Default (as defined in the Notes) shall constitute an event of default (“Event of Default”) hereunder.

10.         Remedies.

(a)           General Remedies.  Upon the occurrence of an Event of Default and during the continuation thereof, the Pledgees shall have, in respect of the Collateral, in addition to the rights and remedies provided herein, in the Documents or by law, the rights and remedies of a secured party under the UCC or any other applicable law.  In addition, the Pledgees may exercise all corporate rights with respect to the Collateral including, without limitation, all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any shares of the Collateral as if it were the absolute owner thereof, including, but without limitation, the right to exchange, at its discretion, any or all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by the issuer of any right, privilege or option pertaining to any of the Collateral, and, in connection therewith, to deposit and deliver any and all of the Collateral with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine, all without liability except to account for property actually received by it.

(b)           Transfer and Sale of Collateral.  Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section and without notice, the Pledgees may, in its sole discretion, sell or otherwise dispose of or realize upon the Collateral, or any part thereof, in one or more parcels, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as the Pledgees may deem commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law.  To the extent permitted by law, the Pledgees may in such event bid for the purchase of such securities.  The Pledgor agrees that, to the extent notice of sale shall be required by law and has not been waived by such Pledgor, any requirement of reasonable notice shall be met if notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Pledgor, in accordance with the notice provisions of the Purchase Agreement at least ten (10) days before the time of such sale.  The Pledgees shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given.  The Pledgees may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.  At any such sale, unless prohibited by applicable law, the Pledgees may bid for and purchase the whole or any part of the Collateral so sold free from any such right or equity of redemption.  All moneys received by the Pledgees hereunder, whether upon sale of the Collateral or any part thereof or otherwise, shall be held by the Pledgees and applied by it as provided in Section 16 hereof.  No failure or delay on the part of the Pledgees in exercising any rights hereunder shall operate as a waiver of any such rights nor shall any single or partial exercise of any such rights preclude any other or future exercise thereof or the exercise of any other rights hereunder.  The Pledgees shall have no duty as to the collection or protection of the Collateral or any income thereon nor any duty as to preservation of any rights pertaining thereto, except to apply the funds in accordance with the requirements of Section 16 hereof.  The Pledgees may exercise their rights with respect to property held hereunder without resort to other security for or sources of reimbursement for the Secured Obligations.  In addition to the foregoing, the Pledgees shall have all of the rights, remedies and privileges of a secured party under the UCC regardless of the jurisdiction in which enforcement hereof is sought.

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(c)           Private Sale.  The Pledgor recognizes that the Pledgees may be unable to effect (or to do so only after delay which would adversely affect the value that might be realized from the Collateral) or may deem it impracticable to effect a public sale of all or any part of the Equity Interests constituting the Collateral and that the Pledgees may, therefore, determine to make one or more private sales of any such collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof.  The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sale shall be deemed to have been made in a commercially reasonable manner and, assuming that the private sale is being made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), that the Pledgees shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act.  The Pledgor further acknowledges and agrees that any offer to sell such securities which has been made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the Pledgees may, in such event, bid for the purchase of such securities.

(d)           Retention of Collateral.  Without limiting the application of, and Pledgees’ rights under Section 7(h) of this Agreement, in addition to the rights and remedies hereunder, upon the occurrence and during the continuance of an Event of Default, the Pledgees may, after providing the notices required by Section 9-620 of the UCC or otherwise complying with the requirements of applicable law of the relevant jurisdiction, retain all or any portion of the Collateral in satisfaction of the Secured Obligations.  Unless and until the Pledgees shall have provided such notices, however, the Pledgees shall not be deemed to have retained the Collateral in satisfaction of any Secured Obligations for any reason.

11.           Release of Collateral.  The Pledgees may release any of the Collateral from this Agreement or may substitute any of the Collateral for other Collateral without altering, varying or diminishing in any way the force, effect or Lien of this Agreement as to any Collateral not expressly released or substituted, and this Agreement shall continue as a first priority Lien on all Collateral not expressly released or substituted.

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12.           Waiver of Marshaling.  The Pledgor hereby waives any right to compel any marshaling of any of the Collateral.

13.           No Waiver.  Any and all of the Pledgees’ rights with respect to the rights granted under this Agreement shall continue unimpaired, and the Pledgor shall be and remain obligated in accordance with the terms hereof, notwithstanding (a) the bankruptcy, insolvency or reorganization of the Pledgor, (b) the release or substitution of any item of the Collateral at any time, or of any rights or interests therein, or (c) any delay, extension of time, renewal, compromise or other indulgence granted by the Pledgees in reference to any of the Secured Obligations.  The Pledgor hereby waives all notice of any such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consents to be bound hereby as fully and effectively as if the Pledgor had expressly agreed thereto in advance.  No delay or extension of time by the Pledgees in exercising any power of sale, option or other right or remedy hereunder, and no failure by the Pledgees to give notice or make demand, shall constitute a waiver thereof, or limit, impair or prejudice the Pledgees’ right to take any action against any Pledgor or to exercise any other power of sale, option or any other right or remedy.

14.           Expenses.  The Collateral shall secure, and the Pledgor shall pay to the Pledgees on demand, from time to time, all reasonable costs and expenses (including but not limited to, reasonable attorneys’ fees and costs, taxes, and all transfer, recording, filing and other charges) of, or incidental to, the custody, care, transfer, administration of the Collateral or any other collateral, or in any way relating to the enforcement, protection or preservation of the rights or remedies of the Pledgees under this Agreement or with respect to any of the Secured Obligations.

15.           Rights of the Pledgees.

(a)           Power of Attorney.  The Pledgor hereby designates and appoints each of the Pledgees, severally and not jointly, and each of their designees or agents as attorney-in-fact of the Pledgor, irrevocably and with power of substitution, with authority to take any or all of the following actions, which power of attorney shall become effective upon the occurrence and during the continuance of an Event of Default:

(i)           to demand, collect, settle, compromise, adjust and give discharges and releases concerning the Collateral, all as the Pledgees may reasonably determine;

(ii)          to commence and prosecute any actions at any court for the purposes of collecting any of the Collateral and enforcing any other right in respect thereof;

(iii)         to defend, settle or compromise any action brought and, in connection with the Collateral, give such discharge or release as the Pledgees may deem reasonably appropriate;

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(iv)         to pay or discharge taxes or Liens levied or placed on or threatened against the Collateral;

(v)          to direct any parties liable for any payment under any of the Collateral to make payment of any and all monies due and to become due thereunder directly to the Pledgees or as the Pledgees shall direct;

(vi)         to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Collateral;

(vii)        to sign and endorse any drafts, assignments, proxies, stock powers, membership interest powers, partnership interest powers, verifications, notices and other documents relating to the Collateral;

(viii)       to settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as the Pledgees may deem reasonably appropriate;

(ix)          to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, pledge agreements, affidavits, notices and other agreements, instruments and documents that the Pledgees may determine necessary in order to perfect and maintain the Security Interests granted in this Agreement and in order to fully consummate all of the transactions contemplated therein;

(x)           to exchange any of the Collateral or other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms as the Pledgees may determine;

(xi)          to vote for a shareholder, partner or member resolution, or to sign an instrument in writing, sanctioning the transfer of any or all of the Collateral into the name of the Pledgees or into the name of any transferee to whom the Collateral or any part thereof may be sold pursuant to Section 10 hereof; and

(xii)         to do and perform all such other acts and things as the Pledgees may reasonably deem to be necessary, proper or convenient in connection with the Collateral.

This power of attorney is a power coupled with an interest and upon the occurrence and during the continuance of an Event of Default shall be irrevocable for so long as any of the Secured Obligations remain outstanding (other than indemnification and other contingent obligations which by their terms survive termination of the Purchase Agreement and the other Documents) and any Document is in effect.  The Pledgees shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Pledgees in this Agreement, and shall not be liable for any failure to do so or any delay in doing so.  The Pledgees shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct.  This power of attorney is conferred on the Pledgees solely to protect, preserve and realize upon its security interest in Collateral.

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(b)           Performance by the Pledgees of the Pledgor’s Obligations.  If the Pledgor fails to perform any agreement or obligation contained herein, the Pledgees themselves may perform, or cause performance of, such agreement or obligation, and the expenses of the Pledgees incurred in connection therewith shall be payable by the Pledgor pursuant to Section 8 hereof.

(c)           Assignment by the Pledgees.  The Pledgees may from time to time assign the Secured Obligations and any portion thereof and/or, upon and following an Event of Default, the Collateral and any portion thereof, and the assignee shall be entitled to all of the rights and remedies of the Pledgees under this Agreement in relation thereto.

(d)           The Pledgees’ Duty of Care.  Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Pledgees hereunder, the Pledgees shall have no duty or liability to preserve rights pertaining thereto, it being understood and agreed that the Pledgor shall be responsible for preservation of all rights in the Collateral, and the Pledgees shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Pledgor.  The Pledgees shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Pledgees accords their own property, which shall be no less than the treatment employed by a reasonable and prudent Person in the industry, it being understood that the Pledgees shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not the Pledgees have or is deemed to have knowledge of such matters; or (ii) taking any necessary steps to preserve rights against any parties with respect to any Collateral.

(e)           Voting Rights in Respect of the Collateral.

(i)           So long as no Event of Default shall have occurred and be continuing, to the extent permitted by law, the Pledgor may exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or any Document; and

(ii)           Upon the occurrence and during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting and other consensual rights which they would otherwise be entitled to exercise pursuant to clause (i) of this subsection (e) shall cease and all such rights shall thereupon become vested in the Pledgees which shall then have the sole right to exercise such voting and other consensual rights.

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16.           Application of Proceeds.  Upon the occurrence of and during the continuance of an Event of Default, any payments in respect of the Secured Obligations and any proceeds of any Collateral, when received by the Pledgee in cash or its equivalent, will be applied as follows:  first, to all reasonable costs and expenses of the Pledgees (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection with the implementation and/or enforcement of this Agreement and/or any of the other Documents; second, to the principal amount of the Secured Obligations; third, to such of the Secured Obligations consisting of accrued but unpaid interest and fees; fourth, to all other amounts payable with respect to the Secured Obligations; and fifth, to the payment of the surplus, if any, to whoever may be lawfully entitled to receive such surplus.

17.           Costs of Counsel.  If at any time hereafter, whether upon the occurrence of an Event of Default or not, the Pledgees employ counsel to prepare or consider amendments, waivers or consents with respect to this Agreement, or to take action or make a response in or with respect to any legal or arbitral proceeding relating to this Agreement or relating to the Collateral, or to protect the Collateral or exercise any rights or remedies under this Agreement or with respect to the Collateral, then the Pledgor agrees to promptly pay upon demand any and all such reasonable documented costs and expenses incurred by the Pledgees, all of which costs and expenses shall constitute Secured Obligations hereunder.

18.           Continuing Agreement.

(a)           This Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any Secured Obligations shall remain unpaid and outstanding (other than indemnification and other contingent obligations which by their terms survive termination of the Purchase Agreement and the other Documents).

(b)           This Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by the Pledgees as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made; provided that in the event payment of all or any part of the Secured Obligations is rescinded or must be restored or returned, all reasonable costs and expenses (including, without limitation, any reasonable legal fees and disbursements) incurred by the Pledgees in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

19.           Amendments; Waivers; Modifications.  This Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except in accordance with the terms of the Purchase Agreement.

20.           Successors in Interest.  This Agreement shall create a continuing Lien in the Collateral and shall be binding upon the Pledgor, its successors and assigns and shall inure, together with the rights and remedies of the Pledgees hereunder, to the Pledgees and their successors and permitted assigns; provided, however, that the Pledgor may not assign its rights or delegate its duties hereunder without the prior written consent of the Pledgees.  To the fullest extent permitted by law, the Pledgor hereby releases the Pledgees and their successors and permitted assigns, from any liability for any act or omission relating to this Agreement or the Collateral, except to the extent such liability arose from the gross negligence or willful misconduct of the Pledgees.

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21.           Notices.  All notices required or permitted to be given under this Agreement shall be in conformance with the Purchase Agreement.

22.           Counterparts.  This Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.

23.           Headings.  The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

24.           Governing Law; Consent to Jurisdiction and Service of Process; Waiver of Jury Trial; Joinder.

(a)           THIS AGREEMENT AND THE STOCK POWER AND CONTROL ACKNOWLEDGEMENT DELIVERED PURSUANT HERETO SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

(b)           THE PLEDGOR HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE PLEDGOR, ON THE ONE HAND, AND THE PLEDGEES, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER DOCUMENTS, PROVIDED, THAT THE PLEDGOR ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE PLEDGEES FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE INDEBTEDNESS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE INDEBTEDNESS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE PLEDGEES.  THE PLEDGOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THE PLEDGOR HEREBY WAIVES ANY OBJECTION WHICH HE, SHE OR IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.  THE PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PLEDGOR AT THE ADDRESS SET FORTH IN THE PURCHASE AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PLEDGOR’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.

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(c)           THE PARTIES HERETO DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.  THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PLEDGEES AND/OR THE PLEDGOR ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEN IN CONNECTION WITH THIS AGREEMENT, ANY OTHER DOCUMENT OR THE TRANSACTIONS RELATED HERETO OR THERETO.

(d)           It is understood and agreed that any Person that desires to become a Pledgor hereunder, or is required to execute a counterpart of this Agreement after the date hereof pursuant to the requirements of any Document, shall become a Pledgor hereunder by (i) executing a joinder agreement in form and substance satisfactory to the Pledgees, (ii) delivering supplements to such exhibits and annexes to such Documents as the Pledgees shall reasonably request and/or set forth in such joinder agreement and (iii) taking all actions as specified in this Agreement as would have been taken by the Pledgor had it been an original party to this Agreement, in each case with all documents required above to be delivered to the Pledgees and with all documents and actions required above to be taken to the reasonable satisfaction of the Pledgees.

25.           Severability.  If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

26.           Entirety.  This Agreement and the other Documents represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Documents or the transactions contemplated herein and therein.

27.           Survival.  All representations and warranties of each Pledgor hereunder shall survive the execution and delivery of this Agreement and the other Documents.

28.           Other Security.  To the extent that any of the Secured Obligations are now or hereafter secured by property other than the Collateral (including, without limitation, real and other personal property owned by the Pledgor), or by a guarantee, endorsement or property of any other Person, then the Pledgees shall have the right to proceed against such other property, guarantee or endorsement upon the occurrence and during the continuance of any Event of Default, and the Pledgees have the right, in their sole discretion, to determine which rights, Liens or remedies the Pledgees shall at any time pursue, relinquish, subordinate, modify or take with respect thereto, without in any way modifying or affecting any of them or any of the Pledgees’ rights or the Secured Obligations under this Agreement or under any other of the Documents.

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29.           Termination.  Upon satisfaction in full in cash of the Secured Obligations (other than indemnification or other contingent obligations which by their terms survive the termination of the Purchase Agreement and the other Documents), Pledgees’ rights under this Agreement, and the Security Interest created hereby and under the other Documents, shall terminate and Pledgees shall (i) execute and deliver to Pledgor, without recourse, representation or warranty, (A) UCC-3 termination statements (or similar documents and agreements) required to terminate all of Pledgees’ rights under this Agreement and all other Documents and (B) such other agreements and documents reasonably required to terminate, or evidence the termination of, the Security Interest created hereby and under the other Documents and (ii) return to Pledgor all certificates and other Collateral to the extent the same have not been sold or otherwise disposed of or applied in accordance with the terms hereof.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first written above.

PLEDGOR:
ATLANTIS GROUP HF
By:
	Name:
	Title:
PLEDGEES:
Alan Fournier
Address:
11 Spring Hollow Road,
Far Hills, New Jersey 07931
Ray Garea
Address:
31 Claremont Avenue
Maplewood, NJ 07040

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EXHIBIT 1

Form of Irrevocable Stock Power

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to the following shares of stock of _____________________, a ____________________:

No. of Shares of Stock Certificate No.

and irrevocably appoints __________________________________ its agent and attorney-in-fact to transfer all or any part of such shares of stock and to take all necessary and appropriate action to effect any such transfer.  The agent and attorney-in-fact may substitute and appoint one or more persons to act for him.  The effectiveness of a transfer pursuant to this irrevocable stock power shall be subject to any and all transfer restrictions referenced on the face of the certificates, if any, evidencing such interest or in the certificate of incorporation or bylaws of the subject corporation, to the extent they may from time to time exist.

Atlantis Group HF
By:
	Name: Title:

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EXHIBIT 2

FORM OF CONTROL ACKNOWLEDGMENT

Reference is hereby made to that certain Pledge and Security Agreement, dated as of June 3, 2011 (as amended, restated, modified and/or supplemented from time to time, the “Pledge Agreement”), by and between Atlantis Group HF, an Icelandic company (the “Pledgor,” or the “Company”) and individuals and entities listed Schedule 1 attached thereto (each a “Pledgee,” and, collectively, the “Pledgees”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Pledge Agreement.

Umami Sustainable Seafood Inc., a Nevada corporation, (the “Issuer”), is hereby instructed by the Pledgor, that all of the Pledgor’s right, title and interest in and to the shares of capital stock of the Issuer owned by the Pledgor that comprise the Collateral are subject to a pledge and security interest in favor of the Pledgees.  In the event of an occurrence and during a continuing Event of Default under the Pledge Agreement, the Pledgor hereby instructs the Issuer to act upon any instruction delivered to it by Pledgees with respect to the Collateral without seeking further instruction from the Pledgor, and, by its execution hereof, the Issuer hereby agrees to do so.

The Issuer, by its written acknowledgment and acceptance hereof, hereby acknowledges receipt of a copy of the Pledge Agreement and agrees promptly to note on its books and share register the Security Interests granted under the Pledge Agreement.  The Issuer also waives any rights or requirements at any time hereafter to receive a copy of the Pledge Agreement in connection with the registration of any Collateral in the name of the Pledgees or their designee or the exercise of voting rights by the Pledgees or their designee.

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IN WITNESS WHEREOF, the Pledgor has caused this Control Acknowledgment to be duly signed and delivered by its officer duly authorized as of this ___ day of ______, 2011.

ATLANTIS GROUP HF
By:
	Name:
	Title:

Acknowledged and accepted this
_____ day of _____, 2011.
UMAMI SUSTAINABLE SEAFOOD INC.
By:
	Name:
	Title:

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EXHIBIT 3

PRINCIPAL ADDRESSES; LEGAL OR OTHER NAMES

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EXHIBIT C

Baja Subsidiary Security Agreement

Contrato de Prenda(el “Contrato”) de fecha sexto (6th), de marzo de dos mil once (2011), que celebran: This Pledge Agreement (the “Agreement”) is dated June (_____), two thousand eleven (2011), and is entered into by and among:

(I)	BAJA AQUA-FARMS, S.A. DE C.V., representada por Vilhelm Mar Gudmundsson (en lo sucesivo, el “Garante Prendario”);	(I)	BAJA AQUA-FARMS, S.A. DE C.V., represented herein by Vilhelm Mar Gudmundsson (hereinafter the “Pledgor”);
(II)	ALAN FOURNIER y RAY GAREA, ambos por su propio derecho (en lo sucesivo como los “Acreedores Prendarios”); y	(II)	ALAN FOURNIER and RAY GAREA, both by their own right (the “Pledgees”); and
(III)	Con la comparecencia de UMAMI SUSTAINABLE SEAFOOD, INC., representada por el señor Oli Valur Steindorsson (en lo sucesivo la “Deudor”);	(III)	With the appearance of UMAMI SUSTAINABLE SEAFOOD, INC., represented by Oli Valur Steindorsson (hereinafter “Debtor”),

de conformidad con los siguientes antecedentes, declaraciones y cláusulas. pursuant to the following Precedents, Representations and Clauses.

Antecedentes

Precedents

I.  El día veintiocho (28) de Febrero de dos mil once (2011) el Deudor, y los Acreedores Prendarios, celebraron un contrato de compra de pagaré “NOTE PURCHASE AGREEMENT” (el “Contrato de Compraventa”) mismo que incluye pero no está limitado a la compra de un pagaré en la cantidad de $2,000,000 USD (Dos Millones de Dólares de los Estados Unidos de América 00/100) con fecha de vencimiento el día dieciocho (18) de Abril de dos mil once (2011) (“Pagaré Fournier”), y un segundo pagaré en la cantidad principal de  $1,500,000 USD (Un Millón Quinientos Mil Dólares de los Estados Unidos de América 00/100) con fecha de vencimiento el día dieciocho (18) de Abril de dos mil once (2011) (el “Pagaré Garea”, y conjuntamente con el Pagaré Fournier como los “Pagarés”), sumando un total de suerte principal por la cantidad de $3,500,000 USD (Tres Millones Quinientos Mil Dólares de los Estados Unidos de América 00/100) (la “Suerte Principal”). Se adjunta copia del Contrato de Compraventa como Anexo “A”.

I. On June third (3rd), two thousand eleven (2011), Debtor and Pledgees entered into a NOTE PURCHASE AGREEMENT (the “Purchase Agreement”) which includes but is not limited to the purchase by Pledgees of a promissory note in the principal amount of $1,000,000 USD (One Million Dollars of the United States of America 00/100) maturing on June thirtieth (30th), two thousand eleven (2011) (the “Fournier Note”) and a second promissory note in the principal amount of $1,000,000 USD (One Million Five Hundred Thousand Dollars of the United States of America 00/100) maturing on June thirtieth (30th), two thousand eleven (2011) (the “Garea Note” together with the Fournier Note, the “Notes”) for an aggregate principal amount of $2,000,000 USD (Two Million Dollars of the United States of America 00/100) (the “Principal Balance”). Attached hereto as Exhibit “A” is a copy of the Purchase Agreement.

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Declaraciones	Representations
I. El Garante Prendario declara por conducto de sus representante, que:	I. Pledgor hereby represents, through its legal representative, that:
(a) Es una sociedad mercantil debidamente constituida de conformidad con las leyes de México.	(a) It is a corporation duly incorporated under the laws of Mexico.
(b) Su representante cuenta con las facultades necesarias y suficientes para celebrar el presente Contrato en su nombre y representación, facultades que no le han sido revocadas, modificadas o limitadas en forma alguna a la fecha de firma del presente Contrato.	(b) Its representative has broad and sufficient authority to enter into this Agreement in its name and on its behalf, authority that has not been revoked, modified or limited as of the date hereof.
(c) La celebración y el cumplimiento del presente Contrato no viola o constituye un incumplimiento bajo (i) cualquier disposición de sus estatutos sociales; (ii) cualquier convenio, contrato, acuerdo, licencia, sentencia, resolución u orden en la cual el Garante Prendario sea parte o sujeto, (iii) cualesquier concesión, autorización o licencia gubernamental relacionada con la conservación del Inventario (como se define adelante) o (iv) cualquier ley, reglamento, circular, orden o decreto de cualquier autoridad gubernamental.	(c) The execution, delivery and performance of this Agreement doesnot violate, or constitute a breach under (i) any provision of the Pledgor’s by-laws, (ii) any agreement, arrangement, license, judgment, resolution or order to which the Pledgor is a party or (iii) any governmental concession, authorization or license relating to the conservation of the Inventory (as defined below) or (iv) any law, regulation, circular, order or decree of any governmental authority.
(d) Es legítima propietaria de diversas unidades de Atún Aleta Azul con un peso total aproximado de dos mil cuatrocientos treinta y un (2431) toneladas (el “Inventario”), con un valor asegurable máximo de $25,000,000 USD (veinticinco millones de Dólares de los Estados Unidos de América 00/100) conforme a las pólizas de seguro que se adjuntan como Anexo “B” (las “Pólizas de Seguro”).	(d) It is legitimate owner of certain units of Blue Fin Tuna with a total estimated weight of __________________ (___________) tons (the “Inventory”), with an insured  value of $_______________ USD (_________ million Dollars currency of the United States of America 00/100) as per the insurance policies attached hereto as Exhibit “B” (the “Insurance Policies”).
(e) El Inventario se encuentra confinado en dos (2) corrales de engorda ubicados en las áreas de mar señaladas en las Pólizas de Seguro.	(e) The Inventory is confined in ___ (__) feedlots located in the sea areas stated by the Insurance Policies.
(f) El Garante Prendario cuenta con todas las autorizaciones necesarias para la celebración y cumplimiento del presente Contrato, así como para pignorar parte o la totalidad del Inventario en favor de los Acreedores Prendarios.	(f) Pledgor has obtained all required authorizations in order to enter into, execute, deliver and perform this Agreement and to partially or totally pledge the Inventory in favor of the Pledgees.
(g) La suscripción, entrega y cumplimiento de este Contrato, son actos que se encuentran comprendidos dentro de su objeto social.	(g) The subscription, delivery and execution of this Agreement are activities authorized within the corporate purpose of Pledgor.

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(h) Salvo por la prenda que se constituya conforme a este Contrato, el Inventario Pignorado (como se define adelante) está libre de cualquier gravamen, limitación de dominio o de uso, hipoteca, prenda o cualquier otra garantía, carga o cualquier acuerdo de preferencia sobre la Garantía (según se define más adelante), y el Inventario Pignorado no se encuentra sujeto a convenio, contrato o acuerdo alguno que restrinja la cesión, enajenación o prenda de la Garantía.	(h) Except for the pledge created under this Agreement, the Pledged Inventory (as defined below) is free and clear of any lien, dominion limitation, mortgage, pledge or any other guarantee, charge or preferential agreement over the Collateral (as defined below) and the Collateral is not subject to covenant, agreement or arrangement that restricts an assignment, transfer or pledge of the Collateral.
(i) A la fecha del presente Contrato el Garante Prendario no es parte, ni tiene conocimiento de la existencia de demandas o procedimientos en su contra que pudieran resultar en un gravamen preferente sobre el Inventario Pignorado (como se define adelante).	(i) As of the date of this Agreement, Pledgor is not a party to, nor does it have any knowledge of any claim or proceeding against Pledgor that could result in a preferential lien in respect to the Pledged Inventory (as defined herein).
(j)  Es su deseo, pignorar a favor de los Acreedores Prendarios: (i) Inventario cuyo valor de mercado, equivalga dos (2) veces el valor del saldo insoluto de los Pagarés (el “Inventario Pignorado”), (ii) todos y cada uno de los productos y/o frutos derivados de la venta, enajenación o cualesquier transmisión del Inventario Pignorado y (iii) los pagos o desembolsos de seguros recibidos por el Garante Prendario de las Pólizas de Seguro en relación con el Inventario Pignorado a menos que dichos pagos o desembolsos sean utilizados para adquirir el monto necesario de reemplazo del Inventario Pignorado para garantizar al Garante Prendario y Deudor de continuar en cumplimiento con sus respectivas obligaciones como se establece en el Contrato de Compra ((i) al (iii), colectivamente referido como la “Garantía”). Lo anterior, a efecto de garantizar el cumplimiento de las obligaciones que a cargo del Deudor derivan del Contrato de Compraventa y los Pagarés (las “Obligaciones Garantizadas”). El Inventario Pignorado se identifica en el Anexo “C” adjunto.	(j) It is Pledgor’s will to create and grant in favor of  Pledgees a first priority pledge over: (i) Inventory with a market value equaling two (2) times the value of the outstanding balance of the Notes (the “Pledged Inventory”), (ii) any and all products and proceeds derived from the sale, transfer, disposition, or other transfer of the Pledged Inventory and (iii) any and all insurance proceeds or disbursements received by Pledgor from the Insurance Policies in connection with the Pledged Inventory, unless such proceeds are used to purchase such an amount of inventory to replace the Pledged Inventory as is necessary to ensure that the Pledgor and Debtor remain in compliance with their respective obligations set forth herein and in the Purchase Agreement ((i) through (iii), collectively, referred to as, the “Collateral”). The foregoing, in order to secure Debtor’s obligations derived from  the Purchase Agreement and the Notes (the “Secured Obligations”). The Pledged Inventory is set forth in Exhibit “C” attached hereto.
II. Los Acreedores Prendarios declaran en este acto y conjuntamente, que:	II. Pledgees hereby jointly represent, that:
(a) Son personas físicas, mayores de edad, con capacidad para celebrar el Presente Contrato.	(a) They are individuals, with legal age and capacity to enter into this Agreement.

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(b) Es su deseo, y así lo manifiestan, recibir en prenda del Garante Prendario la Garantía como garantía de cumplimiento de las Obligaciones Garantizadas.	(b) It is their will to receive from the Pledgor the Collateral in pledge as security of compliance of the Secured Obligations.
III. El Deudor declara en este acto por conducto de su representante, que:	III. Debtor hereby represents, through its legal representative, that:
(a) Es una sociedad debidamente constituida y existente de conformidad con las leyes del estado Nevada, Estados Unidos de América.	(a) It is a corporation duly incorporated and validly existing under the laws of the State of Nevada, United States of America.

(b) Su representante cuenta con las facultades necesarias y suficientes para celebrar el presente Contrato en su nombre y representación, facultades que no le han sido revocadas, modificadas o limitadas en forma alguna a la fecha de firma del presente Contrato.	(b) Its representative has broad and sufficient authority to enter into this Agreement in its name and on its behalf, authority that has not been revoked, modified or limited as of the date hereof.
(c)  La celebración y el cumplimiento del presente Contrato no viola o constituye un incumplimiento bajo (i) cualquier disposición de sus estatutos sociales del Deudor; (ii) cualquier convenio, contrato, acuerdo, licencia, concesión y/o autorización gubernamental, sentencia, resolución u orden en la cual el Deudor sea parte o sujeto, (iii) cualquier concesión, autorización o licencia gubernamental relacionado con la conservación y explotación del Inventario, o (iv) cualquier ley, reglamento, circular, orden o decreto de cualquier autoridad gubernamental.	(c) The execution, delivery and performance of this Agreement does not violate, or constitute a breach under (i) any provision of the Debtor’s by-laws, (ii) any agreement, arrangement, license, judgment, resolution or order to which the Debtor is a party or (iii) any governmental concession, authorization or license relating to the conservation and exploitation of the Inventory or (iv) any law, regulation, circular, order or decree of any governmental authority.
(d) Es su deseo celebrar el presente Contrato en donde se hace sabedor de la Prenda (como se define adelante) de la Garantía como garantía del cumplimiento de las Obligaciones Garantizadas.	(d) It is Debtor’s will to execute this Agreement whereby it is aware of the Pledge (as defined herein) of the Collateral to guarantee its compliance with respect to the Secured Obligations.
En virtud de lo anterior, las partes acuerdan las siguientes:	In virtue of the foregoing, the Parties agree to the following:
Cláusulas	Clauses
PRIMERA. Constitución de la Prenda.Sujeto a los términos y condiciones establecidos en el presente Contrato y con el fin de garantizar las Obligaciones Garantizadas el Garante Prendario constituye de manera incondicional e irrevocable una prenda sin transmisión de posesión en primer lugar y grado de prelación en favor de los Acreedores Prendarios sobre la Garantía (en lo sucesivo la “Prenda”).	FIRST. Creation of the Pledge. Subject to the terms and conditions set forth herein and in order to secure the Secured Obligations, the Pledgor hereby creates and grants in favor of the Pledgees a first priority pledge without possession transmission (the “Pledge”) over the Collateral in an unconditional and irrevocable manner.

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Conforme a lo dispuesto en el Articulo trescientos cincuenta y cinco (355) de la Ley General de Títulos y Operaciones de Crédito (la “LGTOC”), la Prenda constituida comprende y se extiende a la Garantía con todo cuanto de hecho y por derecho le corresponda, para garantizar el debido y puntual cumplimiento, pago y satisfacción de todas y cada una de las Obligaciones Garantizadas (ya sea en su fecha de vencimiento, por vencimiento anticipado o por cualquier otro motivo) incluyendo la suerte principal, intereses ordinarios e intereses moratorios derivados de los Pagarés y el Contrato de Compraventa, así como los gastos incurridos en el proceso de ejecución de esta garantía.	Pursuant to Article three hundred fifty five (355) of the General Law of Negotiable Instruments (Ley General de Títulos y Operaciones de Crédito) and Credit Transactions (the “LGTOC”) the Pledge created comprises and extends to the Collateral, and with all that corresponds by fact and by law to guarantee the proper and punctual compliance, payment and satisfaction of any and all of the Secured Obligations (whether on its due date, anticipated termination or for any other reason) including principal, ordinary interest and late interest derived fromthe Notes and the Purchase Agreement as well as the guarantee enforcement procedural costs.
Hasta en tanto permanezcan insolutas o incumplidas las Obligaciones Garantizadas, el Garante Prendario no podrá retirar ni solicitar la liberación parcial del Inventario Pignorado sujeto a la Prendasin que ello limite o pueda limitar el derecho del Garante Prendario de enajenar en el curso ordinario de sus negocios el Inventario Pignorado, y en el entendido que los bienes o derechos que el Garante Prendario reciba o tenga derecho a recibir en pago por la enajenación del Inventario Pignorado estarán sujetos a la Prenda descrita en el presente instrumento.	As long as the Secured Obligations are outstanding the Pledgor agrees neither to release nor to request the partial release of the Pledged Inventory subject to the Pledge and such Pledgor’s agreement shall not and may not limit Pledgor’s right to sell the Pledged Inventory in the ordinary course of business, and in the understanding that the goods and rights that the Pledgor receives or has a right to receive as payment for the transfer of the Pledged Inventory shall be subject to the Pledge described in this Agreement.
El Inventario, incluyendo el Inventario Pignorado, se encuentra y permanecerá ubicado en las áreas de mar señaladas en las Pólizas de Seguro salvo que sean enajenadas en el curso normal de su actividad preponderante de negocio.	The Inventory, including the Pledged Inventory, is located and shall remain in the sea areas stated by the Insurance Policies unless they are sold in the normal course of its main business activity.
SEGUNDA. Posesión. La Prenda que se constituye en este acto, se constituye sin transmisión de la posesión del Inventario Pignorado, en los términos del Artículo trescientos cuarenta y seis (346) y siguientes de la LGTOC, y se perfecciona y surte todos sus efectos a partir de la fecha de firma del presente Contrato. Por lo expuesto, el Garante Prendario conservará la posesión del Inventario Pignorado y será considerado como depositario del mismo para todos los efectos a que haya lugar.	SECOND. Possession. Pursuant to Article three hundred forty six (346) of the LGTOC the Pledge created herein is without transfer of the possession of the Pledged Inventory and therefore is perfected and in full force and effect as of the date of execution of this Agreement. Pledgor will retain the possession of the Pledged Inventory and for all legal purposes Pledgor shall be considered as depositary of the Pledged Inventory.

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Siempre y cuando el Deudor se encuentre al corriente en el pago de las Obligaciones Garantizadas, y no exista y no continúe Evento de Incumplimiento alguno (según se define más adelante), el Garante Prendario podrá utilizar, disponer y enajenar la Garantía en el curso normal de sus actividad preponderante de negocio quedando sujeto a esta Prenda los bienes o derechos que el Garante Prendario reciba, o los pagos que tenga derecho a recibir por la enajenación de la Garantía. Sin perjuicio de lo anterior, el Garante Prendario tendrá, en todo momento, la obligación de reemplazar la Garantía para mantener los valores de mercado que se establecen en la declaración I inciso (j).	As long as Debtor is current in the payment with the Secured Obligations and there is no and continues to be no Event of Default (as defined below), Pledgor may use, dispose and sell the Collateral under the normal course of its main business activity provided that the goods and rights that the Pledgor receives, or payments for which it has a right to receive for the transfer of the Collateral, shall be subject to the terms this Pledge. Notwithstanding to the contrary herein, the Pledgor shall at all times continue to have an obligation to designate additional inventory to maintain the market value of the Pledged Inventory set forth in recital I paragraph (j).
En el caso en que exista y mientras continúe un Evento de Incumplimiento o de haberse iniciado cualquier procedimiento de ejecución conforme a la Cláusula Séptima siguiente, los Acreedores Prendarios tendrán el derecho a percibir los frutos y beneficios derivados del uso, explotación y enajenación de la Garantía. Lo anterior, no interrumpirá los procedimientos a que hace referencia la Cláusula Séptima en el caso de que los mismos  hubiesen sido iniciados.	In the event that an Event of Default has occurred and is continuing, or in the event any foreclosure procedure has been initiated pursuant to Clause Seventh below, Pledgees shall have the right to receive the benefits deriving from the use, exploitation and selling of the Collateral. The above right shall not limit the proceedings initiated pursuant to Clause Seventh below, if such is the case.
TERCERA. Protocolización y Registro. Las partes autorizan a los licenciados Francisco Javier Troncoso Valle, Juan Francisco Arzate Vargas y Armando Serrano Marín, para que de manera conjunta o separada, (i) acudan ante notario público y protocolicen el presente Contrato, (ii) obtengan copias certificadas del mismo e (iii) inscriban el instrumento público que protocolice el presente Contrato ante el Registro Público de Comercio del domicilio social del Garante Prendario.	THIRD. Formalization and Filing. The parties hereby authorized Mr. Francisco Javier Troncoso Valle, Juan Francisco Arzate Vargas and Armando Serrano Marin, to have them jointly or individually, (i) appear before a notary public to formalize this Agreement, (ii) obtain certified copies of the same and (iii) file the formalization of this Pledge Agreement before the Public Registry of Commerce corresponding to the corporate address of Pledgor.
CUARTA. Término.La Prenda creada en términos del presente Contrato permanecerá en pleno vigor y efecto hasta que las Obligaciones Garantizadas hayan sido totalmente cumplimentadas.	FOURTH. Term. The Pledge shall remain in full force and effect until such time that the Secured Obligations are fully satisfied.
A partir de que se cumplimenten totalmente las Obligaciones Garantizadas, los Acreedores Prendarios deberán celebrar y entregar al Garante Prendario las manifestaciones y documentos de terminación que razonablemente le solicite el Garante Prendario a efecto de dar por terminado y finiquitar el presente Contrato y la Prenda sobre la Garantía.	Upon full satisfaction of the Secured Obligations,  Pledgees shall immediately execute and deliver for the benefit of and to the Pledgor such termination statements and such other documentation as reasonably requested by the Pledgor to effect the termination and release of the Pledge on the Collateral.

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QUINTA. Novación; Modificación. La Prenda no constituirá novación, modificación, pago o dación en pago de las Obligaciones Garantizadas, ni de ningún adeudo que tenga el Garante Prendario con los Acreedores Prendarios.	FIFTH. Novation; Modification. The Pledge shall not constitute a novation, amendment, payment or conveyance of compliance of the Secured Obligations nor any debt of the Pledgor with the Pledgees.
SEXTA. Obligaciones de Hacer y No Hacer.Hasta en tanto cualquiera de las Obligaciones Garantizadas permanezcan vigentes, el Garante Prendario, se obliga a:	SIXTH. Covenants. As long as the Secured Obligations remain outstanding, Pledgor is obligated to:
(a) Defender la titularidad y derechos de los Acreedores Prendarios sobre el Inventario Pignorado contra las reclamaciones y demandas de cualquier persona distinta a los Acreedores Prendarios;	(a) Defend theownership and rights of the Pledgees over the Collateralagainst any claims or lawsuits of any person distinct from the Pledgees;
(b) No crear, o permitir que se constituya, cualquier hipoteca, gravamen, prenda, garantía, carga o cualquier acuerdo de preferencia sobre la Garantía, excepto por la prenda constituida en este Contrato y aquellas otras garantías que sean previamente autorizadas por los Acreedores Prendarios titulares de más del sesenta por ciento (60%) del saldo insoluto de los Pagarés (la “Mayoría de los Acreedores Prendarios”);	(b) Not create or permit to create, any mortgage, lien, pledge, guarantee, duty or any preferential agreement over the Collateral except for the Pledge constituted under this Agreement and those other guarantees previously authorized in writing by Pledgees holding more than sixty percent (60%) of the outstanding balance of the Notes (the “Majority of the Pledgees”);
(c) No vender, transmitir, ceder, gravar, otorgar en prenda, entregar, afectar en fideicomiso, otorgar, usufructuar o disponer en cualquier forma, u otorgar cualquier opción con respecto la Garantía al Inventario Pignorado  o cualquier derecho en relación con los mismos, sin el previo consentimiento por escrito de la Mayoría de los Acreedores Prendarios, excepto por aquellas enajenaciones del Inventario Pignorado en el curso normal de su actividad preponderante de negocio quedando sujeto a esta Prenda los bienes o derechos que el Garante Prendario reciba o tenga derecho a recibir en pago por la enajenación del Inventario Pignorado;	(c) Not sell, transfer, assign, lien, grant in pledge, deliver, affect in a trust agreement, grant, grant in use or dispose in any form, or grant an option with respect to the Collateral or any right relating to the same, without the written prior consent of the Majority of the Pledgees except for those transfers of the Pledged Inventory under the normal course of its main business activity being subject to the Pledge the goods and rights that the Pledgor receives or has a right to receive a payment for the transfer of the Pledged Inventory;
(d) A informar por escrito a los Acreedores Prendarios tan pronto como sea posible, pero en cualquier caso dentro de los tres (3) días hábiles siguientes, de cualquier circunstancia que afecte o razonablemente estime pudiere afectar la Garantía;	(d) Inform the Pledgees as soon as reasonably possible, but in any event within three (3) business days, of any circumstance that may affect or may reasonably be expected to affect the Collateral;

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(e) A firmar y a entregar los documentos e instrumentos necesarios, y a llevar a cabo cualquier otra acción que a juicio razonable de los Acreedores Prendarios y mediante notificación previa por escrito de los Acreedores Prendarios, fuere necesaria con el fin de constituir, de ser necesario, y proteger, la Prenda, y para permitir a los Acreedores Prendarios ejercer sus derechos de conformidad con los términos del presente Contrato;	(e) Execute and deliver any and all documents and instruments which are reasonably necessary, and to perform any other action that the Pledgees may reasonably require by means of a previous written notice, in order to create, and if required, to protect, the Pledge, and to allow the Pledgees to exercise their rights pursuant to the terms of this Agreement;
(f) Se obliga a abstenerse de crear o permitir la existencia de cualquier gravamen, o embargo respecto a la Garantía, sin el consentimiento previo de la Mayoría de los Acreedores Prendarios;	(f) Abstain from creating or allowing the existence of any lien with respect to the Collateral, without the prior consent of the Majority of the Pledgees;
(g) A responder de los daños que el Inventario Pignorado sufra por cualesquier causa. Para tales efectos, las partes convienen en que los Acreedores Prendarios podrán designar a un perito (el “Perito”) para que inspeccione, en días y horas hábiles, el Inventario Pignorado y determine el estado de conservación y existencia del Inventario Pignorado. Para dichos efectos, los Acreedores Prendarios, con al menos dos (2) días hábiles de anticipación, solicitarán por escrito la inspección y señalarán el nombre del Perito, fecha y hora deseada para la inspección. El Garante Prendario se obliga a permitir al Perito la inspección del Inventario Pignorado. El informe del Perito servirá de base para el ejercicio de los derechos que correspondan a los Acreedores Prendarios conforme al presente Contrato y a ley.	(g) Respond for the damages suffered by the Pledged Inventory for any cause. For such purposes the parties agree that Pledgees may appoint an expert (the “Expert”) to inspect, in working days and time, the Pledged Inventory and determine its condition and existence. For such purposes, Pledgees shall request in writing an inspection with two (2) business days in advance and such notice shall include: the name of the Expert and desired date and time for the inspection. Pledgor agrees to allow the Expert to inspect the Pledged Inventory. The report made by the Expert shall be used to support the exercise of the rights of the Pledgees pursuant to this Agreement and the law.
(h) El Garante Prendario reconoce que el Inventario Pignorado puede identificarse y distinguirse del resto de los bienes de su propiedad, por lo que es aplicable la excepción a la que se refiere el Artículo trescientos cincuenta y ocho (358) de la LGTOC.	(h) Recognize that the Pledged Inventory may be identified and distinguished from the rest of its assets and therefore the exception set forth by Article three hundred fifty eight (358) of the LGTOC shall apply.

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(i) A mantener vigentes las Pólizas de Seguro durante todo el tiempo que se encuentren insolutas las Obligaciones Garantizadas. Las Pólizas de Seguros se modificarán para hacer constar que: (i) los Acreedores Prendarios son beneficiarios preferentes para el pago de las indemnizaciones que correspondan conforme a las mismas; (ii) que el Inventario Pignorado asegurado se encuentra pignorado en favor de los Acreedores Prendarios, para todos los efectos legales de los artículos ciento nueve (109), ciento diez (110) y demás aplicables de la Ley sobre el Contrato de Seguro; (iii) que cualquier modificación o cancelación por parte de la compañía aseguradora de cualquiera de las Pólizas de Seguro no surtirá efecto en contra de los Acreedores Prendarios hasta que la compañía aseguradora haya dado aviso a los Acreedores Prendarios de la modificación o cancelación de que se trate; (iv) que los Acreedores Prendarios no serán responsable  por la falta del pago de primas, comisiones, contribuciones ni anticipos; (v) que el emisor de dichos seguros esté obligado a notificar a los Acreedores Prendarios de toda reclamación efectuada al amparo de dichas pólizas; y (vi) que ningún acto ni omisión de persona alguna distinta a los Acreedores Prendarios afecte el derecho de éste a la recuperación conforme a dichas Pólizas de Seguro en el caso de pérdida o siniestro. El Garante Prendario se obliga a entregar a los Acreedores Prendarios copia de las Pólizas de los Seguros y endosos respectivos, en su caso, en un plazo que no excederá de treinta  (30) días calendario, contados a partir de la fecha del presente Contrato.	(i) Maintain in full force and effect the Insurance Policies during all the time that the Secured Obligations remain outstanding. The Insurance Policies shall be amended to include: (i) Pledgees are preferred beneficiaries of the payment of any indemnity to be paid pursuant to such Insurance Policies; (ii) that the Pledged Inventory is pledged in favor of Pledgees pursuant to the terms of articles one hundred nine (109), one hundred ten (110) and other applicable provisions of the Insurance Law (Ley Sobre el Contrato de Seguro); (iii) that any amendments or the cancellation of any of the Insurance Policies by the insurance company shall have no legal effects against the Pledgees until the insurance company notifies Pledgees of such amendment or cancellation; (iv) that Pledgees shall not be responsible for any lack of payment of the insurance premiums and fees; (v) that the insurance company is obliged to notify the Pledgees of any claim made in connection with such insurance policies; and (vi) that no act or omission of any person different from Pledgees shall affect the right of Pledgees to be compensated in the event of loss or casualty pursuant to the Insurance Policies. Pledgor agrees to deliver to Pledgees copies of the amendments to the Insurance Policies evidencing the foregoing. Such delivery shall have take place within thirty (30) calendar days after the execution of this Agreement.
(j) A obtener, mantener vigentes y/o renovar las licencias, permisos y/o autorizaciones que se requieran de cualquier autoridad gubernamental para la explotación, tenencia o uso del Inventario Pignorado, así como el pago de cualquier impuesto, derecho o contribución que afecte el Inventario Pignorado.	(j) Obtain, keep current and/or renew the licenses, permits and/or authorizations required by any governmental authority to exploit, have or use the Pledged Inventory, as well as to pay any tax, fee or contribution affecting the Pledged Inventory.
(k) Hacerse responsable por cualquier pérdida, daño o deterioro del Inventario Pignorado por cualesquier causa.	(k) Be responsible for any loss, damage or wear and tear of the Pledged Inventory from any cause.
(l) Hacerse responsable por cualquier demanda, acción, obligación, costos y gastos incluyendo impuestos, derivados de o en relación al Inventario Pignorado.	(l) Be responsible for any lawsuit, action, obligation, costs and expenses including taxes derived from or relating to the Pledged Inventory.
(m) Pagar todos y cada uno de los impuestos, contribuciones y cualesquier otras cargas de cualquier naturaleza que sean determinadas, cobradas o impuestas sobre o en relación con el Inventario Pignorado.	(m) Pay any and all taxes, contributions and any other duties of any nature determined, collected or imposed upon or in relation with the Pledged Inventory.

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El incumplimiento del Garante Prendario o el Deudor, con respecto a (i) cualesquiera Obligaciones Garantizadas, o (ii) cualesquiera de las obligaciones asumidas por el Garante Prendario en términos de este Contrato, será considerado como un evento de incumplimiento (un “Evento de Incumplimiento”), y dará derecho a los Acreedores Prendarios a ejecutar la Prenda constituida y creada en términos de este Contrato.	Pledgor’s or Debtor´s failure to comply, with respect to (i) any Secured Obligations, or (ii) any obligations assumed by the Pledgor in terms of this Agreement, shall be deemed to be an event of default (an “Event of Default”) hereunder, and shall grant the Pledgees the right to foreclose on the Pledge.
Así mismo, para efectos del procedimiento de ejecución de este Contrato, las partes designan como perito valuador a cualesquier corredor público con ejercicio en el Estado de Baja California, México.	Furthermore, for the effect of the enforcement procedure of the Agreement, the parties designate as an expert appraisal any federal notary public with exercise and residence within the state of Baja California, Mexico.
SÉPTIMA. Ejecución. Los Acreedores Prendarios tendrán el derecho de ejecutar la Prenda de acuerdo a los términos de la LGTOC y, en general, de la legislación aplicable sin necesidad de notificar previamente al Garante Prendario, Deudor o cualesquier otro tercero.	SEVENTH. Enforcement. The Pledgees shall have the right to enforce the Pledge pursuant to the terms of the LGTOC and, in general, pursuant to the applicable legislation without the need to previously notify the Pledgor, Debtor nor any other third party.
OCTAVA. Impuestos.Cada parte deberá pagar, en la medida que sea necesario o le sea requerido conforme a la legislación aplicable, cualquier impuesto, interés, multa, recargo, responsabilidad y accesorio relacionado con el Inventario Pignorado o con el presente Contrato y establecidos por las autoridades fiscales mexicanas.	EIGHT. Taxes. Each party shall, to the extent necessary or required by applicable law, pay all taxes, interests, fees charges, liabilities and accessories established by the Mexican Fiscal authorities in connection with the Pledged Inventory or with this Agreement.
NOVENA. Indemnización. El Garante Prendario se obliga a indemnizar y a sacar en paz y a salvo a los Acreedores Prendarios de cualquier reclamación, demanda, sanción, multa, daño o perjuicio interpuesta en contra de o sufrido por los Acreedores Prendarios y derivado de la celebración del presente Contrato, salvo que ello se derive de negligencia, o actos dolosos o de mala fe de cualquiera de los Acreedores Prendarios.	NINTH. Indemnity. Pledgor hereby agrees to indemnify and hold the Pledgees safe and harmless from and against any and all claims, lawsuits, fines, penalties, damages and losses suffered by the Pledgees and derived from entering into this Agreement other than claims arising from the gross negligence or willful misconduct of any of the Pledgees.
DÉCIMA. Gastos y Costos. (a) El Deudor y el Garante Prendario convienen en pagar cualesquiera y todos los honorarios, costos y gastos de cualquier clase o naturaleza incurridos en relación con la conservación y protección de la Prenda sobre la Garantía, y conviene, además, en rembolsar a los Acreedores Prendarios cualesquiera y todos los honorarios, costos y gastos razonables de cualquier clase o naturaleza incurridos y comprobados por los Acreedores Prendarios para conservar y proteger la Prenda sobre la Garantía, cuando dicho perfeccionamiento, conservación o protección no haya sido hecho por el Garante Prendario, incluyendo en forma enunciativa y no limitativa los honorarios de notario público así como los derechos de inscripción en el registro público de la propiedad y del comercio y en cualesquier otro registro público del domicilio del Garante Prendario o del lugar que se encuentre el Inventario Pignorado.	TENTH. Costs and Expenses. (a) Debtor and Pledgor agree to pay for any and all fees, costs and expenses of any kind or nature incurred in connection with preserving and protecting the Pledge on the Collateral, and Pledgor further agrees to reimburse the Pledgees any and all reasonable fees, costs and expenses of any kind or nature incurred and evidenced by the Pledgees in connection with preserving and protecting the Pledged Collateral in the event such perfection, conservation or protection is not carried out in by Debtor or Pledgor, including but not limited to the notary public fees as well as filing fees of the public registry of the property and commerce of the domicile of the Pledgor or of the place where the Pledged Inventory is located.

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(b) En caso de que las Obligaciones Garantizadas no sean cumplidas, el Garante Prendario conviene en pagar cualesquiera y todos los honorarios, costos y gastos razonables de cualquier naturaleza incurridos y comprobados por los Acreedores Prendarios en relación con (i) la ejecución de la Prenda sobre el Inventario Pignorado, o (ii) cualesquiera acciones, demandas, defensas o procedimientos derivados de, o que se relacionen con, la Garantía, salvo por dolo o por negligencia grave.

(b) In the event the Secured Obligations are not duly performed, the Pledgor agrees to pay any and all reasonable fees, costs and expenses of any kind or nature incurred and evidenced by the Pledgees in connection with (i) the enforcement of the Pledge over the Pledged Inventory, whether by judicial proceedings or in any other manner, or (ii) any actions, demands, claims or proceedings arising out from or in connection with the Collateral, except in case of willful misconduct or gross negligence.

DÉCIMA PRIMERA. Notificaciones. Excepto que se establezca lo contrario en el presente Contrato, todas las notificaciones y otras comunicaciones relacionadas con este Contrato deberán ser por escrito, y deberán entregarse o enviarse a los domicilios establecidos en el presente Contrato. Dichas notificaciones y comunicaciones deberán ser entregadas (i) en mano propia con acuse de recibo, o (ii) por conducto de fedatario público, y serán efectivas al momento de ser recibidas o entregadas fehacientemente en el domicilio de las partes. Las Partes designan para los efectos anteriores los siguientes domicilios:

ELEVENTH. Notices. Except as otherwise provided herein, all notices and other communications related to this Agreement shall be in writing, and shall be delivered or sent to the domiciles established in this Agreement. Such notices and communications shall be delivered (i) by hand with acknowledgement of its reception, or (ii) in the presence of a notary public, and shall be effective when received or effectively delivered in the address of the Parties. The Parties hereto for such effects designate the following domiciles:

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El Garante Prendario y Deudor: 1230 Columbia St, Suite 1100 San Diego, California, 92101 Estados Unidos de América Los Acreedores Prendarios: Alan Fournier 11 Spring Hollow Road, Far Hills, New Jersey, 07931 Estados Unidos de América Ray Garea 31 Claremont Avenue Maplewood, New Jersey, 07040 Estados Unidos de América	Pledgor and Debtor: 1230 Columbia St, Suite 1100 San Diego, California, 92101 Estados Unidos de América Pledgees: Alan Fournier 11 Spring Hollow Road, Far Hills, New Jersey, 07931 United States of America Ray Garea 31 Claremont Avenue Maplewood, New Jersey, 07040 United States of America
Las notificaciones se considerarán entregadas en la fecha en que sean efectivamente recibidas; en el entendido que, la negación de cualquier parte de recibir cualquier notificación, se considerará como recibida al momento de rehusarse de recibir la notificación.	Notices shall be deemed delivered on the date they are effectively received; provided that, the refusal of any party to accept any notice, shall be considered received on the date of refusal to accept a notice.
DÉCIMA SEGUNDA. Cesión. Las partes no podrán ceder total o parcialmente sus derechos y obligaciones contraídas por el presente Contrato, sin el consentimiento previo y por escrito de la otra parte.	TWELFTH. Assignment. The rights and obligations of the Parties arising from this Agreement may not be assigned or in any other manner transferred without the prior written consent of the other Parties hereto.
DÉCIMA TERCERA. Anexos. Todos los Anexos de este Contrato forman parte integral del mismo, como si quedaren insertados a la letra en el cuerpo del mismo.	THIRTEENTH. Exhibits.All the Exhibits hereto are an integral part of this Agreement, as if such Exhibits would have been inserted in the text of this Agreement.
DÉCIMA CUARTA. Autonomía de las Disposiciones. En caso de que cualquier disposición del presente Contrato sea declarada inválida, ilegal o nula en cualquier jurisdicción, ésta no invalidará cualquier otra disposición del presente Contrato (excepto si dicha disposición se relaciona con algunos de los elementos esenciales de este Contrato), y dicha prohibición o inexigibilidad en cualquier jurisdicción no invalidará o impedirá la exigibilidad de dicha disposición en cualquier otra jurisdicción.	FOURTEENTH. Severability. If any provision of this Agreement shall be invalid, illegal, or unenforceable in any jurisdiction, this shall not invalidate any other provision of this Agreement (except if such provision relates to any of the essential element of this Agreement), and such prohibition or unenforceability in any jurisdiction shall not void the enforceability of such provision in any other jurisdiction.

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DÉCIMA QUINTA. Acuerdo Completo. El presente Contrato constituye la totalidad del acuerdo de las partes con relación al objeto del mismo, y sustituye cualesquiera comunicaciones verbales o escritas anteriores respecto de tal objeto.	FIFTEENTH. Entire Agreement. This Agreement contains the entire understanding of the Parties in connection with the subject matter hereof, and shall replace any and all oral or written communication in respect of this Agreement.
DÉCIMA SEXTA. Encabezados.Los encabezados utilizados al inicio de las Cláusulas de este Contrato se utilizan únicamente con el objeto de facilitar su consulta y no afectan en forma alguna su interpretación.	SIXTEENTH. Headings. The headings of the Clauses are included solely for convenience and are not intended to affect the interpretation of any such provision of this Agreement.
DÉCIMA SÉPTIMA. Renuncia, Modificaciones. (a) Ninguno de los términos y condiciones del presente Contrato podrá ser modificado, renunciado o variado en cualquier forma, excepto que conste por escrito y sea debidamente firmado por los Acreedores Prendarios y Garante Prendario afectados por la misma.	SEVENTEENTH. Waiver; Amendment. (a) None of the terms and conditions set forth in this Agreement may be amended, modified, waived, or varied in any manner whatsoever unless evidenced in writing and duly signed by the Pledgees and the Pledgor.
(b) La omisión o demora por parte de cualquiera de las Partes en el ejercicio de cualquiera de sus derechos, recursos, facultades o privilegios derivados del presente Contrato, o el ejercicio parcial o individual de los mismos, no deberá constituir una renuncia de los mismos. La notificación o demanda hecha a cualquiera de las Partes no deberá constituir una renuncia a cualquiera de los derechos de la otra Parte a realizar cualquier otra o consiguiente acción sin notificación o demanda siempre y cuando esté permitido que cualquiera de las Partes realice dicha acción sin notificación o demanda conforme a los términos del presente Contrato.	(b)           The omission or delay by any party in the exercise of any of the rights, remedies, authority or privileges arising from this Agreement, or its partial or individual exercise, shall not be deemed or construed as a waiver of such rights, remedies, authority or privileges. The service or demand performed upon any party shall not be deemed or construed as a waiver of the rights of any party to perform any other or subsequent action without the need of notice or demand as long as such action is allowed to be performed by any party without the need of notice or demand in accordance with the terms of this Agreement.
DÉCIMA OCTAVA. Idioma.Las partes del presente Contrato expresamente reconocen que el mismo se firma en los idiomas español e inglés. Sin embargo, en caso de duda, contradicción o controversia, prevalecerá la versión en español.	EIGHTEENTH. Language. The parties hereby expressly acknowledge that this Agreement is executed simultaneously in Spanish and English versions; however, in case of any doubt, contradiction or controversy, the Spanish version will prevail.
DÉCIMA NOVENA. Legislación Aplicable.Este Contrato de regirá e interpretará de acuerdo con las leyes de México.	NINETEENTH. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of México.

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VIGÉSIMA. Jurisdicción. Para todo lo relativo a la interpretación y cumplimiento de este Contrato, las partes se someten irrevocablemente a la jurisdicción y competencia de los tribunales del Municipio de Tijuana, Baja California, México renunciando clara y terminantemente a cualquier otro fuero que por razón de su domicilio presente o futuro, o cualquier otra causa pudiere corresponderles.	TWENTIETH. Jurisdiction. For the interpretation, construction, performance and enforcement of this Agreement, the Parties hereto irrevocably submit to the jurisdiction of the competent courts sitting in Tijuana, Baja California, Mexico and each Party hereby clearly and expressly waives any other jurisdiction to which it may be entitled by reason of its present or future domicile or for any other reason whatsoever.
EN TESTIMONIO DE LO ANTERIOR, las partes firman el presente Contrato por conducto de sus representantes, en la fecha señalada al inicio del Contrato.	IN VIRTUE OF THE FOREGOING, this Agreement has been duly executed by the parties, on the above mentioned date.
[CONTINUA HOJA DE FIRMAS]	[SIGNATURE PAGE TO FOLLOW]

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El Garante Prendario / Pledgor

BAJA AQUA-FARMS, S.A. DE C.V.

Por/by: Oli Valur Steindorsson

Los Acreedores Prendarios / Pledgees

ALAN FOURNIER

RAY GAREA

Se firma como constancia de conocimiento y aceptación con los términos del presente Contrato: This Agreement is signed to evidence Debtor´s acknowledge and acceptance to the terms of this Agreement:

El Deudor / Debtor

UMAMI SUSTAINABLE SEAFOOD INC.

Por: Oli Valur Steindorsson

Lista de Anexos/ Exhibits.

Anexo/ Exhibit “A”. Contrato de Compraventa/ Purchase Agreement

Anexo/ Exhibit “B”. Pólizas de Seguro/ Insurance Policies

Anexo/ Exhibit “C”. Inventario Pignorado/ Pledged Inventory

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Anexo “A”/ Exhibit “A”

Contrato de Compraventa/ Purchase Agreement

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Anexo “B”/ Exhibit “B”

Pólizas de Seguro/ Insurance Policies

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Anexo “C”/ Exhibit “C”

Inventario Pignorado/ Pledged Inventory

The following cages are pledged in connection with the terms of this agreement:  [____________________].

Las siguientes jaulas son pignoradas en relación con los términos de este contrato: [____________________]..

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EX-10.21

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NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 3, 2011, by and between Umami Sustainable Seafood Inc., a Nevada corporation, trading on the OTC Bulletin Board under the symbol “UMAM” (the “Company”), and UTA Capital LLC, a Delaware limited liability company (the “Purchaser”).

WITNESSETH:

WHEREAS, the Company and the Purchaser entered into that certain Note and Warrant Purchase Agreement dated October 7, 2010 (the “First Purchase Agreement”); and

WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, an additional senior secured promissory note substantially in the form of Exhibit A attached hereto (the “Note”), in the aggregate principal amount of $3,370,000 (the “Principal Amount”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties agree as follows:

1.          Sale and Purchase of the Note.

1.1        Sale and Issuance of the Note.  Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at Closing (as defined below), and the Company agrees to sell and issue to the Purchaser the Note for an aggregate purchase price of $3,000,000 (the “Purchase Price”).

2.          Closing.

2.1        Time and Place. The closing for the sale and purchase of the Note shall take place at the offices of Seyfarth Shaw LLP, 620 Eighth Avenue, New York, NY 10018, at 10:00 a.m., local time, on the second business day after all of the conditions set forth in Section 7 hereof have been duly satisfied or waived, or at such later time or date as the Purchaser and the Company may mutually agree in writing (the “Closing”).  The date upon which the Closing shall occur is herein called the “Closing Date”. On the Closing Date, the Purchaser shall pay the Purchase Price to the Company via federal funds wire transfer(s) of immediately available funds, in accordance with written instructions provided to the Purchaser prior to the date hereof.

3.          Baja Subsidiary Security Agreement.

3.1        Intentionally Omitted.

3.2        Baja Subsidiary Security Agreement.   In accordance with Section 6.2(c), within (5) days after the Closing, the Company shall deliver to the Purchaser a security agreement (the “Baja Subsidiary Security Agreement”), substantially in the form attached hereto as Exhibit B, entered into by Baja Aqua-Farms S.A. de C.V., a subsidiary of the Company (“Baja”);

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(i)          granting to the Purchaser, as additional security in favor of the Purchaser for the obligations of the Company under the Note, a first priority perfected security interest in and lien on a portion of Baja’s then owned or thereafter acquired inventory, the amount of which shall in no event be less than four hundred fifty (450) metric tons of bluefin tuna, and any proceeds arising in connection with the sale or disposition of such inventory (the “Baja Inventory,” or the “Covered Collateral”); and

(ii)         agreeing not to transfer, pledge or encumber any of the Baja Inventory without the prior written consent of the Purchaser unless (A) such transfer, pledge or encumbrance is contemplated by this Agreement, the Note, the Baja Subsidiary Security Agreement, or any other agreement executed in connection with the transactions contemplated herein (collectively referred to as the “Transaction Documents”), (B) such transfer or sale is made in the ordinary course of business, provided that any proceeds arising from such transfer or sale are remitted to the Purchaser in accordance with the terms of the Transaction Documents, or (C) such sale will result in a full repayment of the Note.

3.2A Notwithstanding anything contained herein to the contrary, the Company, Baja and Kali (as defined below), hereby agree and acknowledge that, in addition to the Covered Collateral, the Collateral, as defined in the First Purchase Agreement, shall constitute additional security in favor of and for the benefit of the Purchaser for the obligations of the Company under the Note.

4.          Representations and Warranties of the Company.  The Company hereby represents and warrants to the Purchaser as follows (which representations and warranties shall be deemed to apply, where appropriate, to the following direct or indirect subsidiaries of the Company: Baja, Bluefin Acquisition Group Inc., a New York corporation (“Bluefin”) and Kali Tuna d.o.o., a Croatian limited liability company (“Kali”) (each a “Subsidiary” and collectively, the “Subsidiaries”)), as of the Closing Date:

4.1        Subsidiaries.  The Company has no subsidiaries other than Baja, Bluefin and Kali and Oceanic Enterprises, Inc., a California corporation.  Except as disclosed in Schedule 4.1 or as specifically disclosed in the SEC Reports (as hereinafter defined) hereto, all capital stock or comparable equity interests of each Subsidiary owned by the Company is owned free and clear of any Lien (as hereinafter defined) (other than Liens in favor of the Purchaser, Alan Fournier or Ray Garea) and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued, fully paid and non-assessable and free of preemptive and similar rights.

4.2        Organization and Qualification.  Each of the Company and the Subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its respective incorporation or organization (as applicable), with the requisite legal authority to own and use its properties and assets and to carry on its business as currently conducted.  Neither the Company nor any Subsidiary is in violation of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents.  The Company and the Subsidiaries are each duly qualified to do business and in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not, individually or in the aggregate, have or reasonably be expected to result in (a) a material adverse effect on the results of operations, assets, prospects, business condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, (b) a material and adverse impairment of the Company’s and the Subsidiaries’ ability to perform its obligations under any of the Transaction Documents, or (c) a material and adverse effect on the legality, validity or enforceability of any of the Transaction Documents (a “Material Adverse Effect”); provided, however, that no change, effect, event or occurrence to the extent arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been or will be, a Material Adverse Effect: (i) general business or economic conditions not specific or peculiar to the Company or any Subsidiary, (ii) acts of war or terrorism or natural disasters not specific or peculiar to the Company, a Subsidiary or a jurisdiction in which any of them operates, (iii) catastrophic economic or significant regulatory or political conditions or changes, (iv) changes in any applicable accounting regulations or principles or the interpretations thereof, (vi) changes in laws, or (vii) changes in the price or trading volume of the Company’s stock.

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4.3        Authorization; Enforcement.  The Company and each Subsidiary has the requisite corporate authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its respective obligations hereunder and thereunder.  The execution and delivery of the Transaction Documents by the Company or any Subsidiary and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and each Subsidiary and no further consent or action is required by the Company, the Subsidiaries or their respective Board of Directors (or similar governing body) or shareholders.  The Transaction Documents to which they are a party have been duly executed by the Company and the Subsidiaries, as applicable, and when delivered in accordance with the terms hereof, will constitute, the valid and binding obligation of the Company and the Subsidiaries, as applicable, enforceable against the Company and the Subsidiaries, as applicable, in accordance with their respective terms, except as the same may be limited by (a) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally, and (b) the effect of rules of law governing the availability of specific performance and other equitable remedies.

4.4        No Conflicts.  Except as disclosed in Schedule 4.4, the execution, delivery and performance of the Transaction Documents by the Company and the Subsidiaries, as applicable, and the consummation by the Company and the Subsidiaries, as applicable, of the transactions contemplated hereby and thereby do not, and will not, (a) conflict with or violate any provision of the Company’s or any Subsidiary’s memorandum or articles of association, certificate or articles of incorporation, bylaws or other organizational or charter documents, (b) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound, or affected, (c) except for any lien, charge, claim, security interest, encumbrance, right of first refusal or other restriction (each, a “Lien,” and collectively, “Liens”) granted pursuant to the Transaction Documents, result in any Lien on assets or on property of the Company, or (d) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including, assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 5.2 hereof, federal and state securities laws and regulations and the rules and regulations of any self-regulatory organization to which the Company or its securities are subject, including any market (such as the OTC Bulletin Board or Pink Sheets LLC) on which the shares of common stock of the Company (“Common Stock”) are listed or quoted for trading on the date in question, as applicable (the “Trading Markets”)), or by which any property or asset of the Company or a Subsidiary is bound or affected.

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4.5        SEC Reports; Financial Statements; No Material Adverse Effect; Solvency.  Except as set forth on Schedule 4.5 or as specifically disclosed in the SEC Reports (as hereinafter defined), the Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, since June 30, 2010 on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.  Such reports required to be filed by the Company under the Exchange Act after June 30, 2010, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required, are collectively referred to herein as the “SEC Reports” and, together with this Agreement and the schedules to this Agreement, the “Disclosure Materials”.  As of their respective dates, the SEC Reports filed by the Company complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) promulgated thereunder, and none of the SEC Reports, when filed by the Company, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements, the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.  All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC.

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Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in Schedule 4.5 hereto, (i) there has been no event, occurrence or development that, individually or in the aggregate, has had or that would result in, or reasonably be expected to result in a Material Adverse Effect, (ii) the Company and Subsidiaries have not incurred any material liabilities other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (B) liabilities not required to be reflected in the Company’s and/or Subsidiary’s financial statements pursuant to GAAP or not required to be disclosed in filings made with the SEC and (C) other liabilities incurred by the Subsidiaries for the exclusive purpose of funding the day-to-day operations of the fish farming sites of the Company’s operating subsidiaries, (iii) the Company has not altered its method of accounting or changed its auditors, (iv) the Company and the Subsidiaries have not declared or made any dividend or distribution of cash or other property to their shareholders, in their capacities as such, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (except for repurchases by the Company  and/or the Subsidiaries of shares of capital stock held by employees, officers, directors, or consultants pursuant to an option of the Company and/or the Subsidiaries to repurchase such shares upon the termination of employment or services), and (v) the Company and/or the Subsidiaries have not issued any equity securities to any officer, director or affiliate, except pursuant to existing Company stock-based plans.  The Company and the Subsidiaries have not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any Knowledge (as defined below) or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any Knowledge of any fact which would reasonably lead a creditor to do so.  The Company and the Subsidiaries will not be Insolvent (as defined below) after giving effect to the transactions contemplated hereby to occur at the Closing.  For purposes of this Section 4.5, “Insolvent” means that (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total Indebtedness (as defined in Section 4.20 hereof), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature, or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.  For the purposes of this Agreement, “Knowledge” means the actual knowledge (i.e., the conscious awareness of facts and other information) of the chief executive officer, chief financial officer or other key officers of the Company, after undertaking a customary and reasonable investigation under the circumstances.

4.6        Absence of Litigation.  Except as described in Schedule 4.6 or as specifically disclosed in the SEC Reports, there is no action, suit, claim, or Proceeding (as defined below), or, to the Company’s Knowledge, inquiry or investigation, before or by any court, public board, government agency, self-regulatory organization or body pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that could, individually or in the aggregate, have a Material Adverse Effect. For the purposes of this Agreement, “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, a partial proceeding, such as a deposition), whether commenced or threatened in writing.

4.7        Compliance.  Except as described in Schedule 4.7, neither the Company nor any Subsidiary, except in each case as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect, (a) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received written notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (b) is in violation of any order of any court, arbitrator or governmental body, or (c) is or has been in violation of any statute, rule or regulation of any governmental authority.

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4.8        Title to Assets.  The Company and the Subsidiaries own or lease no real property except as described in Schedule 4.8.  Except as described in Schedule 4.8, the Company and the Subsidiaries have good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens in favor of Purchaser and other Liens that could not if enforced, individually or in the aggregate, have or result in a Material Adverse Effect.  Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases as to which the Company and the Subsidiaries are in material compliance.

4.9        Significant Customers. Schedule 4.9 lists each customer who represented 10% or more of the sales of the Company or of any Subsidiary during the 12-month period ended June 30, 2011 (each, a “Significant Customer“) and the percentage of the Company’s total revenues such Significant Customer represented during such period.  The Company has no outstanding material dispute concerning its business operations with any Significant Customer.  No Significant Customer has given notice to the Company, whether orally or in writing, that such customer shall not continue as a customer of the Company after Closing or that such customer intends to terminate or materially modify existing agreements with the Company at any time.

4.10      Disclosure.  All disclosure provided by the Company to the Purchaser regarding the Company, its business and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company are true and correct in all material respects and do not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.  Except for the transactions contemplated by this Agreement, no event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.  The Company acknowledges and agrees that the Purchaser is not making and has not made any representations or warranties with respect to the transactions contemplated hereby other than those set forth in the Transaction Documents.

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4.11      Patents and Trademarks.  Except as described in Schedule 4.11 or as specifically disclosed in the SEC Reports, (a) each of the Company and its Subsidiaries owns or possesses sufficient rights to conduct its business in the ordinary course, including, without limitation, rights to use all material patents, patent rights, industry standards, trademarks, copyrights, licenses, inventions, trade secrets, trade names and know-how (collectively, “Intellectual Property Rights”) as owned or possessed by them or that are necessary for the conduct of its business as now conducted or as proposed to be conducted except where the failure to currently own or possess such rights would not have a Material Adverse Effect, (b) neither the Company nor any of its Subsidiaries is infringing any rights of a third party with respect to any Intellectual Property Rights that, individually or in the aggregate, would have a Material Adverse Effect, and, since January 1, 2009, neither the Company nor any of its Subsidiaries has received any notice of, or has any Knowledge of, any asserted infringement by the Company or any of its Subsidiaries of, any rights of a third party with respect to any Intellectual Property Rights that, individually or in the aggregate, would have a Material Adverse Effect and (c) since January 1, 2009, neither the Company nor any of its Subsidiaries has received any notice of, or has any Knowledge of, infringement by a third party with respect to any Intellectual Property Rights of the Company or of any Subsidiary that, individually or in the aggregate, would have a Material Adverse Effect.  The Company has not used Publicly Available Software (as hereinafter defined) in whole or in part in the development of any part of its Intellectual Property Rights in a manner that would be reasonably likely to subject the Company or its Intellectual Property Rights in whole or in part, to all or part of the license obligations of any Publicly Available Software that, individually or in the aggregate, would have a Material Adverse Effect on the Company.  “Publicly Available Software” means each of (i) any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g., Linux), or similar licensing and distribution models; and (ii) any software that requires as a condition of use, modification, and/or distribution of such software that such software or other software incorporated into, derived from, or distributed with such software (A) be disclosed or distributed in source code form; (B) be licensed for the purpose of making derivative works; or (C) be redistributable at no or minimal charge.  Publicly Available Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models similar to any of the following: (a) GNU General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g. PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), the Sun Industry Source License (SISL), and the Apache Server License.

4.12      Insurance.  The Company and, to the Company’s Knowledge, the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses and locations in which the Company and the Subsidiaries are engaged, including a prudent and customary amount of such insurance coverage with respect to the fish inventory of the Company and the Subsidiaries, as applicable.  The Company has had continuous insurance coverage during the 12 months preceding the date of this Agreement and has no reason to believe it will not be able to renew its current insurance coverage in the same amounts or obtain new insurance coverage in amounts not less than it currently has with carriers of equal or better ratings.

4.13      Regulatory Permits.  The Company and the Subsidiaries hold, and are operating in compliance in all material respects with all franchises, grants, authorizations, licenses, permits, easements, consents, quotas, certificates and orders (collectively, “Material Permits”) of the U.S. Food and Drug Administration, any other federal, state or foreign governmental authority having authority over the Company and the Subsidiaries, or any self-regulatory body regulating the Company’s conduct of its business (collectively, “Governmental Authority”), all such Material Permits are valid and in full force and effect; and the Company and the Subsidiaries have not received notice of any revocation or modification of any such Material Permits or has reason to believe that any such Material Permits will be revoked, modified, or not be renewed in the ordinary course.

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4.14      Regulatory Compliance.  The Company and the Subsidiaries (i) are and at all times have been in material compliance with all applicable federal, state, local and foreign, laws, statutes, rules, regulations, or guidance applicable to the Company and the Subsidiaries and the acquisition, ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product or services manufactured or distributed by the Company (the “Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) have not received any notice of adverse finding, untitled letter or other correspondence or notice from any Governmental Authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”) nor any warning letter from the U.S. Food and Drug Administration containing any unresolved issues concerning noncompliance with any Applicable Laws or Authorizations that could reasonably be expected to result in a Material Adverse Effect; (iii) possess all material Authorizations and such Authorizations are valid and in full force and effect and are not in violation of any term of any such Authorizations, except where such violation could not reasonably be expected to result in a Material Adverse Effect; (iv) have not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and have no Knowledge that any such Governmental Authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (v) have not received notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and the Company has no Knowledge that any such Governmental Authority is considering such action; and (vi) have filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission).

4.15      Workplace Safety.  The Company and the Subsidiaries (i) are in compliance, in all material respects, with any and all applicable foreign, federal, state and local laws, rules, regulations, treaties, statutes and codes promulgated by any and all governmental authorities (including pursuant to the Occupational Health and Safety Act) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (ii) have received all material permits, licenses or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted, except where the failure to obtain such licenses could not reasonably be expected to result in a Material Adverse Effect; and (iii) are in compliance, in all material respects, with all terms and conditions of such permit, license or approval, except where the failure to be in compliance could not reasonably be expected to result in a Material Adverse Effect.  No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s Knowledge, threatened against the Company or the Subsidiaries relating to Occupational Laws, and the Company does not have Knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

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4.16      Transactions With Affiliates and Employees.  Except as described on Schedule 4.16 or as specifically disclosed in the SEC Reports, none of the officers, directors or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the Company’s Knowledge, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee or partner.  With respect to any and all agreements and understandings by and among the Company, Atlantis Group HF, an Icelandic company (“Atlantis”) and Aurora Investments ehf (“Aurora” and, with Atlantis, collectively referred to as the “Subordinated Lenders”) relating to the obligations of the Company for monies borrowed, the Company has confirmed that the Subordinated Lenders have agreed to subordinate their rights under such agreements and understandings to the rights of the Purchaser under the Transaction Documents, with such subordination to be evidenced by certain subordination agreements (the “Subordination Agreements”) which have been delivered or are to be delivered to the Purchaser pursuant to Section 6.2(d) herein, as applicable.

4.17      Internal Accounting Controls.  Except as specifically disclosed in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

4.18      Sarbanes-Oxley Act.  The Company is in compliance in all material respects with currently applicable requirements of the Sarbanes-Oxley Act of 2002 and applicable rules and regulations promulgated by the SEC thereunder.

4.19      Foreign Corrupt Practices.  Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, agent, employee or other Person (as defined below) acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

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4.20      Indebtedness.  Except as disclosed in Schedule 4.20 or as specifically disclosed in the SEC Reports, neither the Company nor any of its Subsidiaries (i) has any outstanding Indebtedness (as defined below), (ii) has any form of Indebtedness that grants senior Liens, or equivalent rights to any third party over the Liens of the Purchaser in the Covered Collateral securing the obligations of the Company and the Subsidiaries under the Transaction Documents (iii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect.  For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by the notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the Company or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such Indebtedness, and (H) all Contingent Obligations (as defined below) in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; (y) “Contingent Obligations” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (z) “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company or a government or any department or agency thereof.

4.21      Employee Relations.  Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union.  To the Company’s Knowledge, there are no material grievances, disputes or controversies with any union or any other organization of employees of the Company or any subsidiary, or threats of strikes, work stoppages or any asserted pending demands for collective bargaining by any union or organization. Except as described in Schedule 4.21 or as specifically disclosed in the SEC Reports, since December 31, 2009, no executive officer of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary.  To the Knowledge of the Company or any such Subsidiary, no executive officer of the Company or any of its Subsidiaries is in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, 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 or any such Subsidiary to any liability with respect to any of the foregoing matters.

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4.22      Labor Matters.  The Company and its Subsidiaries are in compliance in all material respects with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

4.23      Environmental Laws.  The Company and its Subsidiaries (i) are in compliance in all material respects with any and all Environmental Laws (as hereinafter defined), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance in all material respects with all terms and conditions of any such permit, license or approval where, in the foregoing clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.  The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of medical and biological waste or residue, chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

4.24      Subsidiary Rights.  Except as set forth in Schedule 4.24 or as specifically disclosed in the SEC Reports, the Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as are owned by the Company or such Subsidiary.

4.25      Tax Status.  Except as specifically disclosed in Schedule 4.25 or in the Company’s financial statements, the Company and each of its Subsidiaries (i) has made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.  There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the Company has no Knowledge of any basis for any such claim.

4.26      Accountants.  To the Company’s Knowledge, Ramirez International, the Company’s auditors that prepared the latest audited financial statements included within the SEC Reports, are independent accountants as required by the Securities Act and the rules and regulations promulgated thereunder.

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4.27      Contracts.  The contracts attached as exhibits to the SEC Reports that are material to the Company are in full force and effect on the date hereof, and neither the Company nor, to the Company’s Knowledge, any other party to such contracts is in breach of or default under any of such contracts which would have a Material Adverse Effect.

4.28      Off-Balance Sheet Arrangements.  There is no transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in its Exchange Act filings and is not so disclosed.

4.29      U.S. Real Property Holding Corporation.  The Company is not, nor has it ever been, as U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Purchaser’s request.

4.30      No General Solicitation; Placement Agent’s Fees..  Neither the Company, nor, to the Company’s Knowledge, any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with the offer or sale of the Note. The Company shall be responsible for the payment of any fees to any placement agent, financial advisory fees, or brokers’ commission, together with any out of pocket expenses incurred by such parties, relating to or arising out of the issuance of the Note pursuant to this Agreement.  The Company shall pay, and hold the Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any such claim for fees arising out of the issuance of the Note pursuant to this Agreement

4.31      Private Placement.  Neither the Company nor, to the Company’s Knowledge, any of its affiliates nor, any Person acting on the Company’s behalf has, directly or indirectly, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by the Company of the Note as contemplated hereby, or (ii) cause the offering of the Note pursuant to the Transaction Documents to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of any Trading Market (as defined below).  The sale and issuance of the Note hereunder does not contravene the rules and regulations of any Trading Market on which the Common Stock is listed or quoted.  For purposes of this Agreement, “Trading Market” means whichever of the NYSE AMEX Equities, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing) on which the Common Stock is listed or quoted for trading on the date in question.

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4.32      Company not an “Investment Company”.  The Company is not required to be registered as, and is not an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.33      Acknowledgment Regarding Purchaser’s Purchase of Note.  Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with the Transaction Documents, the Company acknowledges and agrees that the Purchaser is acting solely in the capacity of arm’s length Purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby.  The Company further acknowledges that the Purchaser is not 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 the Purchaser or any of its respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Purchaser’s purchase of the securities.  The Company further represents to each Purchaser 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.

5.          Representations and Warranties of the Purchaser. The Purchaser hereby, represents and warrants to the Company, severally and not jointly, as follows, as of the date hereof and as of the Closing:

5.1        Valid Execution.  This Agreement has been duly executed and delivered by the Purchaser and constitutes the valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally, and (ii) the effect of rules of law governing the availability of specific performance and other equitable remedies.

5.2        No Public Sale or Distribution.  The Purchaser is acquiring the Note in the ordinary course of business for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws, and the Purchaser does not have a present arrangement to effect any distribution of the Note to or through any Person; provided, however, that by making the representations herein, the  Purchaser does not agree to hold the Note for any minimum or other specific term and reserves the right to dispose of the securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.

5.3        Purchaser Status.  The Purchaser understands that the Note is being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser’s representations contained in this Agreement, including at the time the Purchaser was offered the Note, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act.  The Purchaser is not a registered broker dealer registered under Section 15(a) of the Exchange Act, or a member of the NASD, Inc. or an entity engaged in the business of being a broker dealer.  Except as otherwise disclosed in writing to the Company on or prior to the date of this Agreement, the Purchaser is not affiliated with any broker dealer registered under Section 15(a) of the Exchange Act, or a member of the NASD, Inc. or an entity engaged in the business of being a broker dealer.

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5.4        Experience of the Purchaser.  The Purchaser, either alone or together with its representatives has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Note, and has so evaluated the merits and risks of such investment.  The Purchaser understands that it must bear the economic risk of this investment in the Note indefinitely, and is able to bear such risk and is able to afford a complete loss of such investment.

5.5        Access to Information.  The Purchaser acknowledges that it has had the opportunity to review the Disclosure Materials and has been afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Note and the merits and risks of investing in the Note; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.  Neither such inquiries nor any other investigation conducted by or on behalf of the Purchaser or its representatives or counsel shall modify, amend or affect the Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.

5.6        No Governmental Review.  The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Note or the fairness or suitability of the investment in the Note nor have such authorities passed upon or endorsed the merits of the offering of the Note.

5.7        No Conflicts.  The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not (i) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser is a party, or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to the Purchaser, except in the case of clause (ii) above, that does not otherwise affect the ability of the Purchaser to consummate the transactions contemplated hereby.

5.8        Prohibited Transactions.  The Purchaser covenants that neither it nor any Person acting on its behalf or pursuant to any understanding with the Purchaser will engage, directly or indirectly, in any transactions in the securities, including derivatives, of the Company (including, without limitation, any Short Sales (as defined below) involving any of the Company’s securities prior to the time the transactions contemplated by this Agreement are publicly disclosed.  The Purchaser covenants further that neither it nor any Person acting on its behalf or pursuant to any understanding with the Purchaser will engage, directly or indirectly, in any Short Sales (as defined below) involving any of the Company's securities during the time that the Note is outstanding.  “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

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5.9        Restricted Securities.  The Purchaser understands that the Note is characterized as a “restricted security” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances.

5.10      Legends.  It is understood that the Note may bear the legend set forth in Section 10.1 of this Agreement.

5.11      No Legal, Tax or Investment Advice.  The Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Note constitutes legal, tax or investment advice.  The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Note.

6.          Covenants and Agreements.

6.1         Pre-Closing Covenants and Agreements.  The parties hereto covenant and agree to perform or take any and all such actions to effectuate the following from the date hereof until the earlier of the Closing Date or the termination of this Agreement:

(i)          Further Assurances.  The parties shall, prior to or at the Closing, as may be appropriate, execute such documents and other papers and take such other further actions as may be reasonably required to carry out the provisions hereof and effectuate the transactions contemplated hereby and by the Note.  Each party shall use its best efforts to fulfill or obtain the fulfillment of the conditions to its obligation to effect the Closing, including promptly obtaining any consent required in connection herewith.

(ii)         Additional Disclosure.  The Company shall promptly notify the Purchaser of, and furnish the Purchaser with any information it may reasonably request with respect to, the occurrence of any event or condition or the existence of any fact that would cause any of the conditions to the Purchaser’s obligation to consummate the transactions contemplated by this Agreement not to be fulfilled.

6.2        Post-Closing Covenants and Agreements.

(a)          While the Note is outstanding, the Company shall not, without the prior written consent of the Purchaser:

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(i)           from and after the Closing Date, have or incur, or permit any of its Subsidiaries to have or incur any additional Indebtedness, other than the Indebtedness represented by the Note, Indebtedness disclosed onSchedule 4.20, any Indebtedness incurred in connection with those notes issued in connection with the First Purchase Agreement (the “UTA Note”), any Indebtedness incurred in connection with those notes issued in connection with that certain Note Purchase Agreement, dated June 3, 2011, as amended and extended, by and between the Company and Alan Fournier and Ray Garea (the “Fournier Garea Notes”) and Indebtedness: (a) used to repay the existing Indebtedness of the Company or of the Subsidiaries on a dollar-for-dollar basis, provided however, that no more than an aggregate of $4,000,000 of proceeds from the Atlantis Borrowings (as defined below) may be used for the purposes permitted in the following subsection (b) and/or the repayment of existing Indebtedness owed to Atlantis or Aurora, (b) used to increase the biomass at the fish farming sites of the Company’s operating subsidiaries, including indebtedness incurred to finance the acquisition of any related fixed assets or related capital leases, provided however, that no more than an aggregate of $4,000,000 of proceeds from the Atlantis Borrowings (as defined below) may be used for the purposes described in this subsection (b) and/or the purposes permitted in the foregoing subsection (a), (c) from a Subsidiary to the Company or to another Subsidiary or from the Company to a Subsidiary, (d) consisting of the financing of insurance premiums arising in the ordinary course of business; (e) which is secured by a mortgage Lien on real property, provided that such indebtedness shall (1) be non-recourse to the Company or any Subsidiary (other than in respect of such real property) and (2) not be secured by any assets of the Company or a Subsidiary other than such real property; and (f) of the Subsidiaries or Company consisting of unsecured indebtedness in an aggregate principal amount for all such unsecured indebtedness not exceeding $2,000,000 at any time outstanding;

(ii)         utilize, or permit any Subsidiary to utilize, cash flow from operations to prepay any existing or future indebtedness, notwithstanding that incurrence of such indebtedness may be permitted pursuant to Section 6.2(a)(i) (other than indebtedness evidenced by the Note, the UTA Note, or the Fournier Garea Notes), provided however, as long as the Company is not deemed in default under the Note, prior to repayment of the Note, it or its Subsidiaries may utilize up to an aggregate of $4,000,000 of cash flow from operations for the repayment of that amount of the principal balance that is in excess of $8,000,000 of the total aggregate outstanding principal amount owed to: (A) Atlantis in connection with that certain Loan Agreement entered into by and between Atlantis and the Company, dated June 30, 2010, as amended; (B) Atlantis in connection with any financing transaction entered into by and between Atlantis and the Company or its Subsidiaries prior to the Company’s satisfaction of all monetary obligations arising under the Note (the “Atlantis Borrowings”), and (C) Aurora in connection with those certain promissory notes dated on or about February 10, 2011 issued by the Company in favor of Aurora;

(iii)         from and after the Closing Date, grant or cause a Subsidiary to grant, a Lien against the Covered Collateral (other than Permitted Liens (as hereinafter defined) with respect to the Covered Collateral), whether subordinate or senior to any Liens granted in favor of the Purchaser in connection with the transactions contemplated by this Agreement, to a party other than a Purchaser, without the prior written consent of the Purchaser and delivery to the Purchaser of an Intercreditor Agreement executed by the proposed lienholder, which terms of such Intercreditor Agreement shall be approved by the Purchaser in its sole discretion.  “Permitted Liens” mean: (a) Liens for taxes not yet delinquent or which are being contested in good faith by appropriate proceedings (and for the payment of which adequate reserves are provided in accordance with GAAP), (b) any Lien existing on any property or asset prior to the acquisition thereof by the Company or any Subsidiary, provided that (1) such Lien is not created in contemplation of or in connection with such acquisition, (2) such Lien shall not apply to any other property or assets of the Company or such Subsidiary, (3) such Lien shall secure only those obligations that it secures on the date of such acquisition, and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof, and (4) such Lien does not apply to any inventory of the Company or such Subsidiary; (c) Liens arising as a matter of law in connection with the purchase, storage or shipping of goods or assets and proceeds thereof in favor of the seller, storer or shipper of such goods or assets; and (d) Liens arising as a matter of law in favor of customs and revenues authorities which secure payment of customs duties in connection with the importation of goods; nor

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(iv)        take, or permit any Subsidiary to take, any corporate action that would materially impair the value of the Covered Collateral securing the obligations of the Company under the Note.

(b)          The Company and the Subsidiaries shall maintain an insurance policy in an amount that fully insures the Baja Inventory and which names the Purchaser as loss payee thereunder, with any proceeds or disbursements from such policy to be used exclusively to either: (i) pay the Purchaser an amount up to the sum of (y) the Principal Amount outstanding under the Note and (z) any accrued and unpaid interest under the Note or (ii) purchase such an amount of replacement Baja Inventory as is necessary to ensure that Baja owns a sufficient amount of inventory to fulfill its obligation under Section 3.2(i) of this Agreement or other applicable terms of the Transaction Documents, and shall deliver evidence of such insurance policy and of the status of the Purchaser as loss payee within three (3) days of Closing.

(c)          No later than five (5) days after the Closing, the Company shall have caused Baja to enter into and deliver to Purchaser the Baja Subsidiary Security Agreement consistent with the terms set forth in Section 3.2 hereunder including, without limitation, delivery of evidence, reasonably satisfactory to the Purchaser, that the amount of the Baja Inventory is no less than four hundred fifty (450) metric tons of bluefin tuna; provided, however, that if the Company fails to satisfy such obligations, then, the Company shall immediately pay to the Purchaser a fee equal to 1% of the original Principal Amount of the Note; provided, further, that if the Company or Baja fails to satisfy such obligations within ten (10) days after the Closing, then the Purchaser may in its sole discretion deem the inability to satisfy such obligations to be an event of default by the Company under the Note.  For the avoidance of doubt, the failure to satisfy such obligations within five (5) days after the Closing shall not cause an event of default under the Note unless such failure is continuing ten (10) days after the Closing. Notwithstanding anything herein to the contrary, in the event that the Company is obligated to pay a fee to the Purchaser pursuant to both this Section 6.2(c) and Section 6.2(d), the aggregate amount of such fee shall not exceed 1% of the original Principal Amount of the Note.

(d)           Within five (5) days after the Closing, the Company shall have caused Aurora Investments ehf (“Aurora”) to enter into and deliver to the Purchaser, the Aurora Subordination Agreement, substantially in the form attached hereto as Exhibit D (the “Aurora Subordination Agreement”); provided, however, that if the Company fails to satisfy such obligations, then, the Company shall immediately pay to the Purchaser a fee equal to 1% of the original Principal Amount of the Note; provided, further, that if Aurora fails to satisfy its respective foregoing obligations within ten (10) days after the Closing, then the Purchaser may in its sole discretion deem the inability to satisfy such obligations to be an event of default by the Company under the Note.  For the avoidance of doubt, the failure to satisfy such obligations within five (5) days after the Closing shall not cause an event of default under the Note unless such failure is continuing ten (10) days after the Closing.  Notwithstanding anything herein to the contrary, in the event that the Company is obligated to pay a fee to the Purchaser pursuant to both this Section 6.2(d) and Section 6.2(c), the aggregate amount of such fee shall not exceed 1% of the original Principal Amount of the Note.

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A. Notwithstanding anything contained herein to the contrary, Atlantis as an undersigned Subordinated Lender hereby agrees to and acknowledge that all of its obligations under that certain Subordination Agreement, dated September 30, 2010, by and among the Company, the Purchaser and Atlantis, shall apply with respect to the obligations of the Company to the Purchaser under the Note.

(e)          Within three (3) business days after the Closing, the Company shall deliver to the Purchaser an opinion from Loeb & Loeb LLP, as New York counsel for the Company, dated as of the Closing, in substantially the form of Exhibit C-1 attached hereto and from Lionel Sawyer & Collins, as Nevada counsel for the Company, an opinion, dated as of the Closing, in substantially the form of Exhibit C-2 attached hereto.

7.          Conditions Precedent to the Obligation of Purchaser to Close.

The obligation of the Purchaser to complete the Closing is subject to the fulfillment on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived by the Purchaser in writing:

(i)          Representations and Warranties.  The representations and warranties of the Company contained in Section 4 shall be true on and as of the Closing.

(ii)         Agreements and Conditions.  On or before the Closing Date, the Company shall have complied with and duly performed and satisfied in all material respects all agreements and conditions on its part to be complied with and performed by such date pursuant to this Agreement;

(iii)        Liabilities.  Immediately prior to the Closing Date, the Company and the Subsidiaries shall have no more than $50,000,000 in current or long-term liabilities, exclusive of the obligations under the Note, trade payables and other liabilities arising in connection with legal, accounting and financial advisory expenses incurred in the ordinary course, consistent with prior practice.

(iv)        Consents.  The Company shall have obtained any consents necessary to effectuate this Agreement and to consummate the transactions contemplated hereby and delivered copies thereof to the Purchaser.

(v)         Delivery of the Note.  The Company shall have duly executed and delivered to the Purchaser the Note being purchased pursuant to this Agreement.

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(vi)        Compliance Certificate.  The Chief Executive Officer of the Company shall deliver to the Purchaser at the Closing a certificate certifying that the conditions specified in Section 7(i) through Section 7(v) have been fulfilled.

(vii)       Applicable Board and Shareholder Resolutions.  The Company shall deliver to the Purchaser copies of (i) a unanimous written consent of the Board of the Directors of the Company authorizing the execution, delivery and performance of the applicable Transaction Documents by the Company, (ii) unanimous written consents or otherwise duly authorized action of each of the applicable Subsidiaries authorizing the execution, delivery and performance of the applicable Transaction Documents by such Subsidiaries, and (iii) to the extent required by law or agreement, written consents or otherwise duly authorized action of each individual shareholder of the Company or of any individual Subsidiary authorizing the execution, delivery and performance of the applicable Transaction Documents by the Company or any such Subsidiary.

8.          Conditions Precedent to the Obligation of the Company to Close.

The obligation of the Company to complete the Closing is subject to the fulfillment on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived by the Company in writing:

(i)          Representations and Warranties.  The representations and warranties of the Purchaser contained in Section 5 shall be true on and as of each Closing.

(ii)         Agreements and Conditions.  On or before the Closing Date, the Purchaser shall have complied with and performed and satisfied in all material respects all agreements and conditions to be complied with and performed by such date pursuant to this Agreement.

(iii)        Consents.  The Purchaser shall have obtained any consents necessary to effectuate this Agreement and to consummate the transactions contemplated hereby and delivered copies thereof to the Company.

(iv)        Payment of Purchase Price.  The Purchaser shall have paid to the Company the Purchase Price for the Note, less any offsets permitted pursuant to this Agreement.

9.          Use of Proceeds.  The Company shall use the net proceeds (net of any fees and transaction expenses) from the sale of the Note solely for general working capital purposes.

10.        Restrictions on Transferability.

10.1      Restrictive Legend.  The Purchaser understands that, until such time as a registration statement pursuant to the Securities Act has been declared effective or the Note may be sold pursuant to Rule 144(b) under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately resold, the certificate(s) representing the Note shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the securities comprising the Note):

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THE NOTE REPRESENTED HEREBY HAS BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

10.2      Restrictions on Transferability.  The Purchaser hereby covenants with the Company not to effect any resale or other disposition of the Note without complying with the provisions of this Agreement, and without effectively causing any prospectus delivery requirement under the Securities Act to be satisfied, and the Purchaser acknowledges and agrees that the Note is not transferable on the books of the Company unless (a) the Note has been sold in accordance with an effective registration statement or valid exemptions from registration under the Securities Act and any applicable state securities or “blue sky” laws, (b) prior to such time that a registration statement shall have become effective under the Securities Act, the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the Note under the Securities Act and (c) if applicable, the requirement of delivering a current prospectus has been satisfied.  The Purchaser acknowledges that the Company is not obligated to file and may not file any such registration statement with the SEC.

11.        Indemnification.

11.1      Indemnification by the Company.  The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Purchaser, its officers, directors, partners, members, agents and employees, each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, settlement costs and expenses, including, without limitation, reasonable attorneys’ fees (collectively, “Losses”), as incurred, arising out of or relating to: (i) any material misrepresentation or material breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; (ii) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; (iii) any cause of action, suit or claim brought or made against such Indemnified Party (as defined in Section 11.2 hereof) by a third party (including for these purposes a derivative action brought on behalf of the Company), arising out of or resulting from (x) the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (y) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Note, or (z) the status of Indemnified Party (as hereinafter defined) as holder of the Note.  Notwithstanding anything contained herein to the contrary, no Indemnifying Party (as hereinafter defined) shall be obligated to indemnify an Indemnified Party (as hereinafter defined) hereunder for that portion of any Losses that have been the result of the gross negligence or willful misconduct of such Indemnified Party or the breach of a Transaction Document by an Indemnified Party.

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11.2      Conduct of Indemnification Proceedings.  If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party has agreed in writing to pay such fees and expenses; (ii) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of separate counsel shall be at the expense of the Indemnifying Party).  It shall be understood, however, that the Indemnifying Party shall not, in connection with any one such Proceeding (including separate Proceedings that have been or will be consolidated before a single judge) be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, which firm shall be appointed by a majority of the Indemnified Parties.  The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

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All reasonable fees and expenses of the Indemnified Party required to be paid by an Indemnifying Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 11.2) shall be paid to the Indemnified Party, as incurred, within 20 Trading Days (as hereinafter defined) of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder). For purposes of this Agreement, (a) “Trading Day” means (i) a day on which the Common Stock is traded or is eligible to be traded on a Trading Market, or (ii) if the Common Stock is not listed on a Trading Market, a day on which the Common Stock is traded or is eligible to be traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day and (b) “Trading Market” means whichever of the NYSE AMEX Equities, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing) on which the Common Stock is listed or quoted for trading on the date in question.

The indemnity agreement contained in this Section 11.2 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

12.        Miscellaneous.

12.1      Waiver of Attorney Conflict. The Purchaser, Alan Fournier and Ray Garea (“Fournier and Garea”) have previously agreed to waive any present or future conflict that would preclude representation by Seyfarth Shaw LLP of the Purchaser in this bridge financing or of Fournier and Garea with respect to any matters adverse to the Purchaser, including matters concluded in the past or which may arise in the future, such as any future default, workout or insolvency matters relating to the Company, where the position of Fournier and Garea may be deemed to be adverse to the Purchaser, and the Purchaser has consented to Seyfarth Shaw’s continued and future representation of Fournier and Garea in any and all such matters, including matters which may be adverse to the Purchaser. The Company agrees that it will not object to any such future representation of either the Purchaser or of Fournier and Garea by Seyfarth Shaw LLP.

12.2      Termination.  This Agreement may be terminated by the Company or the Purchaser, by written notice to the other parties, if the Closing has not been consummated by 11:00 a.m. on August 10, 2011; provided that no such termination will affect the right of any party to sue for any breach by the other party (or parties).

12.3      Fees and Expenses.

(i)          Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

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(ii)         The Company agrees to reimburse the Purchaser at the Closing (or, at the Purchaser’s option, promptly thereafter) for all reasonable legal fees, due diligence expenses and other reasonable expenses incurred for services relating to the transactions contemplated herein, including any reasonable legal fees and other reasonable expenses related to the Purchaser’s review of the Company’s compliance with post-closing covenants, including those related to delivery of perfected security interests in Baja Inventory, provided that travel expenses in excess of five thousand dollars ($5,000) shall be pre-approved by the Company.  An estimated portion of such reimbursement amount (net of any amounts previously advanced by the Company) may, at the option of the Purchaser, be paid by offset against the cash purchase price payable for the Note purchased at the Closing. The foregoing reimbursement obligation of the Company shall be enforceable by the Purchaser regardless of whether the Closing occurs.

(iii)        In addition to the reimbursement obligation of the Company set forth in Section 12.3(ii) above, during the period of time in which all of, or a portion of, the Principal Amount of the Note remain outstanding, the Company agrees to reimburse the Purchaser for reasonable legal fees and other reasonable expenses incurred in connection with the Purchaser’s enforcement of its rights under the Transaction Documents, including costs of negotiating any future subordination or loan extension arrangement with the Company or third party lenders.

12.4      Entire Agreement.  The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.  At or after the Closing, and without further consideration, the Company will execute and deliver to the Purchaser such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

12.5      Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified in this Section 12.5 prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified in this Section 12.5 on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of deposit with a nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given.  The addresses, facsimile numbers and email addresses for such notices and communications are those set forth on the signature pages hereof, or such other address or facsimile number as may be designated in writing hereafter, in the same manner, by any such Person.

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12.6      Amendments; Waivers.  No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

12.7      Construction.  The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

12.8      Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.  The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser.  The Purchaser may assign its rights under this Agreement to any Person to whom the Purchaser assigns or transfers or will assign or transfer (including by way of distribution to its members, partners or stockholders) the Note, provided (i) such transferor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company after such assignment, (ii) at least five days prior to such assignment, the Company is furnished with written notice of (x) the name and address of such transferee or assignee and (y) the Note which is being transferred or assigned, (iii) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (iv) such transferee agrees in writing to be bound, with respect to the transferred Note, by the provisions hereof that apply to the “Purchaser” and (v) such transfer shall have been made in accordance with the applicable requirements of this Agreement and with all laws applicable thereto.

12.9      No Third-Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto, and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that each Indemnified Party is an intended third-party beneficiary of Section 11 and (in each case) may enforce the provisions of such section directly against the parties with obligations thereunder.

12.10    Governing Law; Venue; Waiver of Jury Trial. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  THE COMPANY AND PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR THE PURCHASER HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR THE PURCHASER, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.  EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.  NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.  THE COMPANY AND PURCHASER HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.

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12.11    Survival.  The representations and warranties, agreements and covenants contained herein shall survive the Closing.

12.12    Execution.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or email attachment, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or email-attached signature page were an original thereof.

12.13    Severability.  If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

12.14    Rescission and Withdrawal Right.  Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever the Purchaser exercises a right, election, demand or option owed to the Purchaser by the Company under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then, prior to the performance by the Company of the Company’s related obligation, the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

12.15    Replacement of Note.  If any certificate or instrument evidencing the Note is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that fact and an agreement to indemnify and hold harmless the Company for any losses in connection therewith.  The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Note.

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12.16    Remedies.  In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each Purchaser and the Company will be entitled to seek specific performance under the Transaction Documents.  The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation (other than in connection with any action for a temporary restraining order) the defense that a remedy at law would be adequate.

12.17    Payment Set Aside.  To the extent that the Company makes a payment or payments to the Purchaser hereunder or the Purchaser enforces or exercises its rights hereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company by a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

12.18    Public Announcement.  From and after the Closing, and while the Note is outstanding, the Company and the Purchaser will not disclose, shall not cause any Person to disclose, and will not include or cause any Person to include in any public announcement, the name of the other party to this Agreement, unless expressly agreed to by such other party or unless and until such disclosure is required by applicable law or applicable regulation, and then only to the extent of such requirement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Note Purchase Agreement on the date first above written.

THE COMPANY:
UMAMI SUSTAINABLE SEAFOOD INC.
By:	/s/ Oli Valur Steindorsson
Name: Oli Valur Steindorsson
Title:  President and Chief Executive Officer
Address:
1230 Columbia Street, Suite 1100
San Diego, California 92101
PURCHASER:
UTA CAPITAL LLC
By YZT Management LLC, its Managing Member

By:	/s/ Udi Toledano
Name: Udi Toledano
Title:  Managing Member

Address:

100 Executive Drive

Suite 330

West Orange, NJ 07052

Facsimile: 973-736-0201

[ADDITIONAL SIGNATURE PAGE FOLLOWS]

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PLEDGORS (as parties to one or more of the Collateral Agreements executed pursuant to  the First Purchase Agreement), hereby agree to Section 3.2A hereof:

Acknowledged and accepted this

____ day of August, 2011.

BAJA AQUA-FARMS S.A. de C.V., a subsidiary of the Company

By:
	Name:
	Title:
	Address:

Acknowledged and accepted this

____ day of August, 2011.

KALI TUNA d.o.o., a Croatian limited liability company

By:
	Name:
	Title:
	Address:

SUBORDINATED LENDER hereby agrees to Section 6.2(d)A hereof:

Acknowledged and accepted this

____ day of August, 2011.

ATLANTIS GROUP HF, an Icelandic company

By:
	Name:
	Title:
	Address:

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EXHIBIT A

Promissory Note

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THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BORROWER THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE.  THE BORROWER, OR BORROWER’S REPRESENTATIVE, OLI VALUR STEINDORSSON, LOCATED AT 1230 COLUMBIA STREET, SUITE 1100, SAN DIEGO, CA 92101, WILL PROMPTLY MAKE AVAILABLE TO THE PURCHASER, UPON REQUEST, THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THIS NOTE.

UMAMI SUSTAINABLE SEAFOOD INC.

SENIOR SECURED BRIDGE NOTE

$3,370,000.00 New York, New York  Issued: August 3, 2011

FOR VALUE RECEIVED, the undersigned, Umami Sustainable Seafood Inc., a Nevada corporation, with an office located at 405 Lexington Avenue, 26th Floor, Suite 2640, New York, NY 10174, (“Borrower”), hereby unconditionally promises to pay to UTA Capital LLC, a Delaware limited liability company (“Purchaser”), on the Maturity Date (as defined in Section 4 hereof) to the order of Purchaser, at the office of Purchaser located at 100 Executive Drive, Suite 330, West Orange, NJ 07052, or such other address designated by Purchaser, in lawful money of the United States of America and in immediately available funds, the principal amount of Three Million Three Hundred Seventy Thousand Dollars and 00/100 ($3,370,000.00).   Borrower acknowledges and agrees that this Note is intended to be an original discount note, and therefore the cash payments received by Borrower and its subsidiaries from the Purchaser (as defined in the Purchase Agreement) will total only $3,000,000, notwithstanding that the original principal amount of the Note (as defined below) totals $3,370,000.

1.           PURCHASE AGREEMENT.  This Senior Secured Bridge Note (the “Note”) is being purchased pursuant to that certain Note Purchase Agreement, dated as of August 3, 2011, between Borrower and Purchaser (as may be amended from time to time, the “Purchase Agreement”).  The Purchaser is entitled to the benefits and subject to certain obligations under the Purchase Agreement and may enforce the agreements of Borrower contained therein and exercise the remedies provided thereby.  All capitalized words and phrases used herein and not otherwise specifically defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement to the extent the same are used or defined therein.

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2.           HEADINGS, ETC.  The headings and captions of the numbered paragraphs of this Note are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.  Whenever used, the singular number shall include the plural, the plural the singular, and the words “Purchaser” and “Borrower” shall include, respectively, their respective successors and assigns; provided, however, that Borrower shall in no event or under any circumstance have the right to assign or transfer its obligations under this Note.

3.           SECURITY.  The obligations of Borrower hereunder shall be immediately secured by (i) a portion (determined in accordance with the terms of the Purchase Agreement) of the inventory of Baja Aqua-Farms S.A. de C.V., a Mexican company (“Baja”), whether presently owned or hereinafter acquired, and any proceeds arising in connection with the sale or disposition of such inventory and (ii) the Collateral (as defined in the First Purchase Agreement) previously pledged to Purchaser pursuant to  the First Purchase Agreement.

4.           MATURITY.  This Note shall mature on October 31, 2011, unless such date shall be otherwise extended in writing by the Purchaser in its sole discretion (such date, the “Maturity Date”).  On the Maturity Date, all outstanding principal and any accrued and unpaid fees due and owing under this Note, shall be immediately paid by Borrower.

5.           DEFAULT RATE; PAYMENT.

(a)           If all of the principal amount of this Note and the fees payable thereon shall not be repaid when due whether on the applicable repayment date, by acceleration or otherwise, the Company shall immediately pay to Purchaser an amount equal to five percent (5%) of the principal amount outstanding under this Note as of the date that such obligations under this Note become due and payable.

(b)           Notwithstanding anything hereunder, if by the close of business on the fifth day after the Closing, for any reason whatsoever, the Company fails to deliver the Baja Subsidiary Security Agreement to the Purchaser consistent with the terms set forth in Sections 3.2 and 6.2 of the Purchase Agreement, including without limitation, delivery of evidence, reasonably satisfactory to the Purchaser, that the amount of the Baja Inventory is not less than four hundred fifty (450) metric tons of bluefin tuna, then, the Company shall immediately pay to Purchaser a fee equal to 1% of the original Principal Amount of the Note.  For the avoidance of doubt, the failure to satisfy such obligations prior to the close of business on the fifth day after the Closing shall not cause an Event of Default hereunder unless such failure is continuing on the tenth day after the Closing pursuant to Section 9(e) hereof.  Notwithstanding anything herein to the contrary, in the event that the Company is obligated to pay a fee to Purchaser pursuant to both this Section 5(b) and Section 5(c), the aggregate amount of such fee shall not exceed 1% of the original Principal Amount of the Note.

(c)           Notwithstanding anything hereunder, if by the close of business on the fifth day after the Closing, for any reason whatsoever, the Company fails to deliver the Aurora Subordination Agreement to the Purchaser consistent with the terms set forth in Section 6.2(d) of the Purchase Agreement, then, the Company shall immediately pay to Purchaser a fee equal to 1% of the original Principal Amount of the Note.  For the avoidance of doubt, the failure to satisfy such obligations prior to the close of business on the fifth day after the Closing shall not cause an Event of Default hereunder unless such failure is continuing on the tenth day after the Closing pursuant to Section 9(e) hereof.   Notwithstanding anything herein to the contrary, in the event that the Company is obligated to pay a fee to Purchaser pursuant to both this Section 5(c) and Section 5(b), the aggregate amount of such fee shall not exceed 1% of the original Principal Amount of the Note.

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(d)           All payments to be made by Borrower hereunder shall be made, without setoff or counterclaim, in lawful money of the United States by check or wire transfer in immediately available funds.

6.           VOLUNTARY AND MANDATORY PREPAYMENT; PAYMENT RIGHTS UPON MERGER, CONSOLIDATION, ETC.;

(a)           The Borrower shall have the right to prepay the principal amount of this Note at any time upon one (1) days prior written notice to Purchaser.

(b)           If, at any time, prior to the Maturity Date, Borrower proposes to consolidate or effect any other corporate reorganization with, or merge into, another corporation or entity that previously did not hold, directly or indirectly, more than twenty percent (20%) of Borrower’s Common Stock, whereby  such corporation or entity immediately subsequent to such consolidation, merger or reorganization will own capital stock of Borrower or entity surviving such merger, consolidation or reorganization representing more than fifty (50%) percent of the combined voting power of the outstanding securities of Borrower or such entity immediately after such consolidation, merger or reorganization, or has the right to elect nominees to represent a majority of Borrower’s Board of Directors (a “Change of Control Event”), then Borrower shall provide Purchaser with at least ten (10) days’ prior written notice of any such proposed action, and Purchaser will, at its option, have the right to demand immediate payment of all amounts due and owing under this Note (including all accrued and unpaid fees) in cash or in Borrower’s Common Stock valued at the closing price of Borrower’s Common Stock on the date of the mailing of such written notice.  Purchaser will give Borrower written notice of such demand within five (5) days after receiving notice of the Change of Control Event.  All amounts due and owing hereunder shall be paid by Borrower to Purchaser within five (5) days from the date of such written notice via federal funds wire transfer(s) of immediately available funds, or in the case of the issuance of Borrower’s Common Stock in lieu of cash, the issuance shall take place prior to the consummation of the Change of Control Event, in accordance with written instructions provided to Borrower by Purchaser.

7.           ASSURANCES WITH RESPECT OFPURCHASER RIGHTS.  Borrower shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, intentionally avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by Borrower and shall at all times in good faith assist in the carrying out of all the provisions of this Note and in taking of all such actions as may be necessary or appropriate in order to protect the rights of Purchaser against impairment.

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8.           SENIOR INDEBTEDNESS.  This Note shall be senior to all other Indebtedness of the Borrower other than the Indebtedness of the Borrower under the Fournier Garea Notes.

9.           EVENTS OF DEFAULT.  If any of the following events (each, an “Event of Default”) shall occur and be continuing:

(a)           Borrower shall fail to pay any amount payable under this Note or any other Transaction Document within three (3) business days after such payment becomes due in accordance with the terms hereof;

(b)           Borrower or any Subsidiary shall fail to pay when due, and it shall continue unremedied for a period of ten (10) calendar days, whether upon acceleration, prepayment obligation or otherwise, any indebtedness and/or other sums payable by Borrower or any Subsidiary (other than indebtedness owed to Purchaser under this Note and the other Transaction Documents); provided that, it shall not constitute an Event of Default pursuant to this subsection (b) unless the aggregate amount of all such indebtedness referred to above exceeds $250,000 at any one time;

(c)           dissolution, termination of existence, suspension (unless fully covered by business interruption insurance) or discontinuance of business (other than as a result of a consolidation of one or more of Borrower’s subsidiaries with Borrower or another subsidiary) or ceasing to operate as going concern of Borrower or any Subsidiary;

(d)           any material representation or warranty made by Borrower herein, in the Purchase Agreement or in any other agreement, certificate or instrument contemplated by this Note or the Purchase Agreement or that is contained in any certificate, document or financial or other statement furnished by Borrower at any time under or in connection with this Note or the Purchase Agreement shall have been incorrect in any material respect on or as of the date made or deemed made;

(e)           the failure by the Company, for any reason whatsoever, to deliver to the Purchaser, (i) by the close of business on the tenth day after the Closing, the Baja Subsidiary Security Agreement consistent with the terms set forth in Section 3.2(i) of the Purchase Agreement; or (ii) by the close of business on the tenth day after the Closing, the Aurora Subordination Agreement consistent with the terms set forth in Section 6.2(d) of the Purchase Agreement;

(f)           any portion of the Covered Collateral or the Collateral is subjected to a levy of execution, attachment or other judicial process or any portion of the Covered Collateral or the Collateral is the subject of a claim (other than by the Pledgee) of a Lien or other right or interest in or to the Covered Collateral or the Collateral and such levy or claim shall not be cured, disputed or stayed within a period of forty-five (45) days after the occurrence thereof;

(g)           Borrower shall default, in any material respect, in the observance or performance of any obligation or agreement contained in this Note, Sections 6.2, 9 and 11 of the Purchase Agreement, the Baja Subsidiary Security Agreement, any other agreement or instrument contemplated by the Transaction Documents, or the First Purchase Agreement or the note issued thereunder, and such default shall continue unremedied for a period often (10) days after written notice to Borrower of such default; or

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(h)           (i) Borrower or any Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Borrower or any Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief of any such adjudication of appointment or (B) remains undismissed, undischarged or unbonded for a period of forty-five (45) days; or (iii) there shall be commenced against Borrower or any Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distrait or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within forty-five (45) days from the entry thereof; or (iv) Borrower or any Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in any of the acts set forth in clauses (i), (ii) or (iii) above; or (v) Borrower or any Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due,

then, and in any such event, (1) if such event is an Event of Default specified in subsection (h) above of this Section 9 with respect to Borrower, automatically this Note (with all accrued and unpaid fees thereon) and all other amounts owing under this Note shall immediately become due and payable, and (2) if such event is any other Event of Default, the Purchaser may, by written notice to Borrower, declare the Note (with all accrued and unpaid fees thereon) and all other amounts owing under this Note to be due and payable forthwith, whereupon the same shall immediately become due and payable.  Except as expressly provided in this Section 9, presentation, demand, protest and all other notices of any kind are hereby expressly waived by Borrower.

10.           ENFORCEABILITY.  The Borrower acknowledges that this Note and Borrower’s obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Note and the obligations of Borrower under this Note or the obligations of any other Person relating to this Note.  The Transaction Documents set forth the entire agreement and understanding of Purchaser and Borrower, and Borrower absolutely, unconditionally and irrevocably waives any and all right to assert any set-off, counterclaim or crossclaim of any nature whatsoever with respect to this Note or the obligations of Borrower hereunder, or the obligations of any other Person relating hereto or thereto or to the obligations of Borrower hereunder or otherwise in any action or proceeding brought by Purchaser to collect on the Note, or any portion thereof (provided, however, that the foregoing shall not be deemed a waiver of Borrower’s right to assert any compulsory counterclaim maintained in a court of the United States, or of the State of New York if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of Borrower’s right to assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Purchaser in any separate action or proceeding).  The Borrower acknowledges that no oral or other agreements, conditions, promises, understandings, representations or warranties exist with respect to the Transaction Documents or with respect to the obligations of Borrower thereunder, except those specifically set forth in the Transaction Documents.  Borrower agrees to pay all costs and expenses of Purchaser related to Purchaser’s enforcement of the obligations of Borrower hereunder and the collection of all sums payable hereunder, including but not limited to reasonable attorneys’ fees and expenses, irrespective of whether litigation is commenced.  Any such amounts shall be payable on demand, with interest at a monthly interest rate of five percent (5%).

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11.           WAIVER.  Borrower waives presentment, demand for payment, notice of dishonor and any or all notices or demands in connection with the delivery, acceptance, performance, default or enforcement of any Transaction Document now or hereafter required by applicable law, and consents to any or all delays, extensions of time, renewals or releases with respect to any Transaction Document, and of any available security therefor, and agrees that no failure or delay on the part of Purchaser, in the exercise of any power, right or remedy under this Note shall impair such power, right or remedy or shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude other or further exercise of such or any other power, right or remedy.  No notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Purchaser, to take further action without further notice or demand as provided in any of the Transaction Documents.

12.           AMENDMENTS.  This Note may not be modified, amended, changed or terminated orally, except by an agreement in writing signed by Borrower and the Purchaser.  Any amendment or waiver effected in accordance with this Section 12 shall be binding upon Borrower, Purchaser and each transferee of this Note.

13.           USURIOUS INTEREST RATE.  Notwithstanding anything to the contrary contained in this Note, the interest paid or agreed to be paid hereunder shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If Purchaser shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Note or, if it exceeds such unpaid principal, shall be refunded to Borrower.  In determining whether the interest contracted for, charged, or received by Purchaser exceeds the Maximum Rate, Borrower may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of this Note.

14.           NOTICES.  Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by a nationally-recognized delivery service (such as Federal Express or UPS), or seventy-two (72) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and in all cases addressed to the party to be notified at such party’s address as set forth above or as subsequently modified by written notice.

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15.           GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.  This Note and all acts and transactions pursuant hereto shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.  The Borrower hereby irrevocably consents to the exclusive jurisdiction of any federal or state court located in the State of New York and consents that all service of process be sent by nationally recognized overnight courier service directed to Borrower at Borrower’s address set forth herein and service so made will be deemed to be completed on the business day after deposit with such courier.  The Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both Purchaser and Borrower.  The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.  THE BORROWER AND THE PURCHASER (BY ACCEPTANCE OF THIS NOTE) MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS THAT THEY MAY NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE THEREOF TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF THE PURCHASER RELATING TO ENFORCEMENT OF THIS NOTE.  EXCEPT AS PROHIBITED BY APPLICABLE LAW, THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION RELATING TO ENFORCEMENT OF THIS NOTE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE PURCHASER TO MAKE FUNDS AVAILABLE TO THE BORROWER AND TO ACCEPT THIS NOTE.

[Signature page follows]

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IN WITNESS WHEREOF, Borrower has duly executed this Senior Secured Bridge Note as of the date first written above.

BORROWER:

UMAMI SUSTAINABLE SEAFOOD INC.

By:

Name: Oli Valur Steindorsson

Title:  President and Chief Executive Officer

Address:

1230 Columbia Street, Suite 1100

San Diego, CA 92101

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EXHIBIT B

Baja Subsidiary Security Agreement

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Contrato de Prenda(el “Contrato”) de fecha seis (6), de Junio de dos mil once (2011), que celebran:	This Pledge Agreement (the “Agreement”) is dated August 3, 2011, two thousand eleven (2011), and is entered into by and among:
(I)      BAJA AQUA-FARMS, S.A. DE C.V., representada por Vilhelm Mar Gudmundsson (en lo sucesivo, el “Garante Prendario”); (II)    ALAN FOURNIER y RAY GAREA, ambos por su propio derecho (en lo sucesivo como los “Acreedores Prendarios”); y (III)   Con la comparecencia de UMAMI SUSTAINABLE SEAFOOD, INC., representada por el señor Oli Valur Steindorsson (en lo sucesivo la “Deudor”); de conformidad con los siguientes antecedentes, declaraciones y cláusulas.	(I)      BAJA AQUA-FARMS, S.A. DE C.V., represented herein by Vilhelm Mar Gudmundsson (hereinafter the “Pledgor”); (II)     UTA CAPITAL LLC (the “Pledgee”), represented herein by its legal representative YZT Management LLC which is managed by its managing member Udi Toledano; and (III)   With the appearance of UMAMI SUSTAINABLE SEAFOOD, INC., represented by Oli Valur Steindorsson (hereinafter “Debtor”), pursuant to the following Precedents, Representations and Clauses.
Antecedentes	Precedents
I.  El día  tres (3) de Junio de dos mil once (2011) el Deudor, y los Acreedores Prendarios, celebraron un contrato de compra de pagaré “NOTE PURCHASE AGREEMENT” (el “Contrato de Compraventa”) mismo que incluye pero no está limitado a la compra de un pagaré en la cantidad de $1,000,000 USD (Un Millon de Dólares de los Estados Unidos de América 00/100) con fecha de vencimiento el día treinta (30) de Junio de dos mil once (2011) (“Pagaré Fournier”), y un segundo pagaré en la cantidad principal de  $1,000,000 USD (Un Millón  de Dólares de los Estados Unidos de América 00/100) con fecha de vencimiento el día treinta (30) de Junio de dos mil once (2011) (el “Pagaré Garea”, y conjuntamente con el Pagaré Fournier como los “Pagarés”), sumando un total de suerte principal por la cantidad de $2,000,000 USD (Dos Millones de Dólares de los Estados Unidos de América 00/100) (la “Suerte Principal”). Se adjunta copia del Contrato de Compraventa como Anexo “A”.	I. On August 3, two thousand eleven (2011), Debtor and Pledgee entered into a NOTE PURCHASE AGREEMENT (the “Purchase Agreement”) which includes but is not limited to the purchase by the Pledgee of a promissory note in the principal amount of $3,370,000 USD (Three Million Three Hundred Seventy Thousand Dollars of the United States of America 00/100) (the “Principal Balance”) maturing October 31, 2011 (the “Note”).  Attached hereto as Exhibit “A” is a copy of the Purchase Agreement.

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Declaraciones	Representations
I. El Garante Prendario declara por conducto de sus representante, que:	I. Pledgor hereby represents, through its legal representative, that:
(a) Es una sociedad mercantil debidamente constituida de conformidad con las leyes de México.	(a) It is a corporation duly incorporated under the laws of Mexico.
(b) Su representante cuenta con las facultades necesarias y suficientes para celebrar el presente Contrato en su nombre y representación, facultades que no le han sido revocadas, modificadas o limitadas en forma alguna a la fecha de firma del presente Contrato.	(b) Its representative has broad and sufficient authority to enter into this Agreement in its name and on its behalf, authority that has not been revoked, modified or limited as of the date hereof.
(c) La celebración y el cumplimiento del presente Contrato no viola o constituye un incumplimiento bajo (i) cualquier disposición de sus estatutos sociales; (ii) cualquier convenio, contrato, acuerdo, licencia, sentencia, resolución u orden en la cual el Garante Prendario sea parte o sujeto, (iii) cualesquier concesión, autorización o licencia gubernamental relacionada con la conservación del Inventario (como se define adelante) o (iv) cualquier ley, reglamento, circular, orden o decreto de cualquier autoridad gubernamental.	(c) The execution, delivery and performance of this Agreement doesnot violate, or constitute a breach under (i) any provision of the Pledgor’s by-laws, (ii) any agreement, arrangement, license, judgment, resolution or order to which the Pledgor is a party or (iii) any governmental concession, authorization or license relating to the conservation of the Inventory (as defined below) or (iv) any law, regulation, circular, order or decree of any governmental authority.
(d) Es legítima propietaria de diversas unidades de Atún Aleta Azul con un peso total aproximado de __________________________ toneladas (el “Inventario”), con un valor asegurable de $_________________ USD (_________________millones de Dólares de los Estados Unidos de América 00/100) conforme a las pólizas de seguro que se adjuntan como Anexo “B” (las “Pólizas de Seguro”).	(d) It is legitimate owner of certain units of bluefin tuna with a total estimated weight of four hundred fifty (450) metric tons (the “Inventory”), with an insured  value of [___________] as per the insurance policies attached hereto as Exhibit “B” (the “Insurance Policies”).
(e) El Inventario se encuentra confinado en ___ (__) corrales de engorda ubicados en las áreas de mar señaladas en las Pólizas de Seguro.	(e) The Inventory is confined in [____] feedlots located in the sea areas stated by the Insurance Policies.
(f) El Garante Prendario cuenta con todas las autorizaciones necesarias para la celebración y cumplimiento del presente Contrato, así como para pignorar parte o la totalidad del Inventario en favor de los Acreedores Prendarios.	(f) Pledgor has obtained all required authorizations in order to enter into, execute, deliver and perform this Agreement and to partially or totally pledge the Inventory in favor of the Pledgee.
(g) La suscripción, entrega y cumplimiento de este Contrato, son actos que se encuentran comprendidos dentro de su objeto social.	(g) The subscription, delivery and execution of this Agreement are activities authorized within the corporate purpose of Pledgor.

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(h) Salvo por la prenda que se constituya conforme a este Contrato, el Inventario Pignorado (como se define adelante) está libre de cualquier gravamen, limitación de dominio o de uso, hipoteca, prenda o cualquier otra garantía, carga o cualquier acuerdo de preferencia sobre la Garantía (según se define más adelante), y el Inventario Pignorado no se encuentra sujeto a convenio, contrato o acuerdo alguno que restrinja la cesión, enajenación o prenda de la Garantía.	(h) Except for the pledge created under this Agreement, the Pledged Inventory (as defined below) is free and clear of any lien, dominion limitation, mortgage, pledge or any other guarantee, charge or preferential agreement over the Collateral (as defined below) and the Collateral is not subject to covenant, agreement or arrangement that restricts an assignment, transfer or pledge of the Collateral.
(i) A la fecha del presente Contrato el Garante Prendario no es parte, ni tiene conocimiento de la existencia de demandas o procedimientos en su contra que pudieran resultar en un gravamen preferente sobre el Inventario Pignorado (como se define adelante).	(i) As of the date of this Agreement, Pledgor is not a party to, nor does it have any knowledge of any claim or proceeding against Pledgor that could result in a preferential lien in respect to the Pledged Inventory (as defined herein).
(j)  Es su deseo, pignorar a favor de los Acreedores Prendarios: (i) Inventario cuyo valor de mercado, equivalga dos (2) veces el valor del saldo insoluto de los Pagarés (el “Inventario Pignorado”), (ii) todos y cada uno de los productos y/o frutos derivados de la venta, enajenación o cualesquier transmisión del Inventario Pignorado y (iii) los pagos o desembolsos de seguros recibidos por el Garante Prendario de las Pólizas de Seguro en relación con el Inventario Pignorado a menos que dichos pagos o desembolsos sean utilizados para adquirir el monto necesario de inventario para reemplazar el Inventario Pignorado para garantizar al Garante Prendario y Deudor de continuar en cumplimiento con sus respectivas obligaciones como se establece en el Contrato de Compra ((i) al (iii), colectivamente referido como la “Garantía”). Lo anterior, a efecto de garantizar el cumplimiento de las obligaciones que a cargo del Deudor derivan del Contrato de Compraventa y los Pagarés (las “Obligaciones Garantizadas”). El Inventario Pignorado se identifica en el Anexo “C” adjunto.	(j) It is Pledgor’s will to create and grant in favor of  Pledgee a first priority pledge over: (i) the Inventory, the amount of which shall in no event be less than four hundred fifty (450) metric tons of bluefin tuna within (5) days of the Closing (as defined in the Purchase Agreement) (the “Pledged Inventory”), (ii) any and all products and proceeds derived from the sale, transfer, disposition, or other transfer of the Pledged Inventory and (iii) any and all insurance proceeds or disbursements received by Pledgor from the Insurance Policies in connection with the Pledged Inventory, unless such proceeds are used to purchase such an amount of inventory to replace the Pledged Inventory as is necessary to ensure that the Pledgor and Debtor remain in compliance with their respective obligations set forth herein and in the Purchase Agreement((i) through (iii), collectively, referred to as, the “Collateral”). The foregoing, in order to secure Debtor’s obligations derived from  the Purchase Agreement and the Note (the “Secured Obligations”). The Pledged Inventory is set forth in Exhibit “C” attached hereto.
II. Los Acreedores Prendarios declaran en este acto y conjuntamente, que:	II. Pledgee hereby represents, through its legal representative, that:
(a) Son personas físicas, mayores de edad, con capacidad para celebrar el Presente Contrato.	(a) It is a limited liability company duly organized under the laws of the State of Delaware.
	(b)  Its representative has broad and sufficient authority to enter into this Agreement in its name and on its behalf, and such authority that has not been revoked, modified or limited as of the date hereof.

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(c) Es su deseo, y así lo manifiestan, recibir en prenda del Garante Prendario la Garantía como garantía de cumplimiento de las Obligaciones Garantizadas.	(c) It is its will to receive from the Pledgor the Collateral in pledge as security of compliance of the Secured Obligations.
III. El Deudor declara en este acto por conducto de su representante, que:	III. Debtor hereby represents, through its legal representative, that:
(a) Es una sociedad debidamente constituida y existente de conformidad con las leyes del estado Nevada, Estados Unidos de América.	(a) It is a corporation duly incorporated and validly existing under the laws of the State of Nevada, United States of America.
(b) Su representante cuenta con las facultades necesarias y suficientes para celebrar el presente Contrato en su nombre y representación, facultades que no le han sido revocadas, modificadas o limitadas en forma alguna a la fecha de firma del presente Contrato.	(b) Its representative has broad and sufficient authority to enter into this Agreement in its name and on its behalf, authority that has not been revoked, modified or limited as of the date hereof.
(c)  La celebración y el cumplimiento del presente Contrato no viola o constituye un incumplimiento bajo (i) cualquier disposición de sus estatutos sociales del Deudor; (ii) cualquier convenio, contrato, acuerdo, licencia, concesión y/o autorización gubernamental, sentencia, resolución u orden en la cual el Deudor sea parte o sujeto, (iii) cualquier concesión, autorización o licencia gubernamental relacionado con la conservación y explotación del Inventario, o (iv) cualquier ley, reglamento, circular, orden o decreto de cualquier autoridad gubernamental.	(c) The execution, delivery and performance of this Agreement does not violate, or constitute a breach under (i) any provision of the Debtor’s by-laws, (ii) any agreement, arrangement, license, judgment, resolution or order to which the Debtor is a party or (iii) any governmental concession, authorization or license relating to the conservation and exploitation of the Inventory or (iv) any law, regulation, circular, order or decree of any governmental authority.
(d) Es su deseo celebrar el presente Contrato en donde se hace sabedor de la Prenda (como se define adelante) sobre la Garantía como garantía de su cumplimiento con respecto a las Obligaciones Garantizadas.	(d) It is Debtor’s will to execute this Agreement whereby it is aware of the Pledge (as defined herein) of the Collateral to guarantee its compliance with respect to the Secured Obligations.
En virtud de lo anterior, las partes acuerdan las siguientes:	In virtue of the foregoing, the parties agree to the following:

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Cláusulas	Clauses
PRIMERA. Constitución de la Prenda.Sujeto a los términos y condiciones establecidos en el presente Contrato y con el fin de garantizar las Obligaciones Garantizadas el Garante Prendario constituye de manera incondicional e irrevocable una prenda sin transmisión de posesión en primer lugar y grado de prelación en favor de los Acreedores Prendarios sobre la Garantía (en lo sucesivo la “Prenda”).	FIRST. Creation of the Pledge. Subject to the terms and conditions set forth herein and in order to secure the Secured Obligations, the Pledgor hereby creates and grants in favor of the Pledgee a first priority pledge without possession transmission (the “Pledge”) over the Collateral in an unconditional and irrevocable manner.
Conforme a lo dispuesto en el Articulo trescientos cincuenta y cinco (355) de la Ley General de Títulos y Operaciones de Crédito (la “LGTOC”), la Prenda constituida comprende y se extiende a la Garantía con todo cuanto de hecho y por derecho le corresponda, para garantizar el debido y puntual cumplimiento, pago y satisfacción de todas y cada una de las Obligaciones Garantizadas (ya sea en su fecha de vencimiento, por vencimiento anticipado o por cualquier otro motivo) incluyendo la suerte principal, intereses ordinarios e intereses moratorios derivados de los Pagarés y el Contrato de Compraventa, así como los gastos incurridos en el proceso de ejecución de esta garantía.	Pursuant to Article three hundred fifty five (355) of the General Law of Negotiable Instruments (Ley General de Títulos y Operaciones de Crédito) and Credit Transactions (the “LGTOC”) the Pledge created comprises and extends to the Collateral, and with all that corresponds by fact and by law to guarantee the proper and punctual compliance, payment and satisfaction of any and all of the Secured Obligations (whether on its due date, anticipated termination or for any other reason) including principal, ordinary interest and late interest derived fromthe Note and the Purchase Agreement as well as the guarantee enforcement procedural costs.
Hasta en tanto permanezcan insolutas o incumplidas las Obligaciones Garantizadas, el Garante Prendario no podrá retirar ni solicitar la liberación parcial del Inventario Pignorado sujeto a la Prendasin que ello limite o pueda limitar el derecho del Garante Prendario de enajenar en el curso ordinario de sus negocios el Inventario Pignorado, y en el entendido que los bienes o derechos que el Garante Prendario reciba o tenga derecho a recibir en pago por la enajenación del Inventario Pignorado estarán sujetos a la Prenda descrita en el presente instrumento.	As long as the Secured Obligations are outstanding the Pledgor agrees neither to release nor to request the partial release of the Pledged Inventory subject to the Pledge and such Pledgor’s agreement shall not and may not limit Pledgor’s right to sell the Pledged Inventory in the ordinary course of business, and in the understanding that the goods and rights that the Pledgor receives or has a right to receive as payment for the transfer of the Pledged Inventory shall be subject to the Pledge described in this Agreement.
El Inventario, incluyendo el Inventario Pignorado, se encuentra y permanecerá ubicado en las áreas de mar señaladas en las Pólizas de Seguro salvo que sean enajenadas en el curso normal de su actividad preponderante de negocio.	The Inventory, including the Pledged Inventory, is located and shall remain in the sea areas stated by the Insurance Policies unless they are sold in the normal course of its main business activity.
SEGUNDA. Posesión. La Prenda que se constituye en este acto, se constituye sin transmisión de la posesión del Inventario Pignorado, en los términos del Artículo trescientos cuarenta y seis (346) y siguientes de la LGTOC, y se perfecciona y surte todos sus efectos a partir de la fecha de firma del presente Contrato. Por lo expuesto, el Garante Prendario conservará la posesión del Inventario Pignorado y será considerado como depositario del mismo para todos los efectos a que haya lugar.	SECOND. Possession. Pursuant to Article three hundred forty six (346) of the LGTOC the Pledge created herein is without transfer of the possession of the Pledged Inventory and therefore is perfected and in full force and effect as of the date of execution of this Agreement. Pledgor will retain the possession of the Pledged Inventory and for all legal purposes Pledgor shall be considered as depositary of the Pledged Inventory.

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Siempre y cuando el Deudor se encuentre al corriente en el pago de las Obligaciones Garantizadas, y no exista y no continúe Evento de Incumplimiento alguno (según se define más adelante), el Garante Prendario podrá utilizar, disponer y enajenar la Garantía en el curso normal de sus actividad preponderante de negocio quedando sujeto a esta Prenda los bienes o derechos que el Garante Prendario reciba, o los pagos que tenga derecho a recibir por la enajenación de la Garantía. Sin perjuicio de lo anterior, el Garante Prendario tendrá, en todo momento, la obligación de designar inventario adicional para mantener los valores de mercado del Inventario Pignorado que se establecen en la declaración I inciso (j).	As long as Debtor is current in the payment with the Secured Obligations and there is no and continues to be no Event of Default (as defined below), Pledgor may use, dispose and sell the Collateral under the normal course of its main business activity provided that the goods and rights that the Pledgor receives, or payments for which it has a right to receive for the transfer of the Collateral, shall be subject to the terms this Pledge. Notwithstanding to the contrary herein, the Pledgor shall at all times continue to have an obligation to designate additional inventory to maintain the market value of the Pledged Inventory set forth in recital I paragraph (j).
En el caso en que exista y mientras continúe un Evento de Incumplimiento o de haberse iniciado cualquier procedimiento de ejecución conforme a la Cláusula Séptima siguiente, los Acreedores Prendarios tendrán el derecho a percibir los frutos y beneficios derivados del uso, explotación y enajenación de la Garantía. Lo anterior, no interrumpirá los procedimientos a que hace referencia la Cláusula Séptima en el caso de que los mismos  hubiesen sido iniciados.	In the event that an Event of Default has occurred and is continuing, or in the event any foreclosure procedure has been initiated pursuant to Clause Seventh below, Pledgee shall have the right to receive the benefits deriving from the use, exploitation and selling of the Collateral. The above right shall not limit the proceedings initiated pursuant to Clause Seventh below, if such is the case.
TERCERA. Protocolización y Registro. Las partes autorizan a los licenciados Francisco Javier Troncoso Valle, Juan Francisco Arzate Vargas y Armando Serrano Marín, para que de manera conjunta o separada, (i) acudan ante notario público y protocolicen el presente Contrato, (ii) obtengan copias certificadas del mismo e (iii) inscriban el instrumento público que protocolice el presente Contrato ante el Registro Público de Comercio del domicilio social del Garante Prendario.	THIRD. Formalization and Filing. The parties hereby authorized Mr. Francisco Javier Troncoso Valle, Juan Francisco Arzate Vargas and Armando Serrano Marin, to have them jointly or individually, (i) appear before a notary public to formalize this Agreement, (ii) obtain certified copies of the same and (iii) file the formalization of this Pledge Agreement before the Public Registry of Commerce corresponding to the corporate address of Pledgor.
CUARTA. Término.La Prenda creada en términos del presente Contrato permanecerá en pleno vigor y efecto hasta que las Obligaciones Garantizadas hayan sido totalmente cumplimentadas.	FOURTH. Term. The Pledge shall remain in full force and effect until such time that the Secured Obligations are fully satisfied.

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A partir de que se cumplimenten totalmente las Obligaciones Garantizadas, los Acreedores Prendarios deberán celebrar y entregar al Garante Prendario las manifestaciones y documentos de terminación que razonablemente le solicite el Garante Prendario a efecto de dar por terminado y finiquitar el presente Contrato y la Prenda sobre la Garantía.	Upon full satisfaction of the Secured Obligations,  Pledgee shall immediately execute and deliver for the benefit of and to the Pledgor such termination statements and such other documentation as reasonably requested by the Pledgor to effect the termination and release of the Pledge on the Collateral.
QUINTA. Novación; Modificación. La Prenda no constituirá novación, modificación, pago o dación en pago de las Obligaciones Garantizadas, ni de ningún adeudo que tenga el Garante Prendario con los Acreedores Prendarios.	FIFTH. Novation; Modification. The Pledge shall not constitute a novation, amendment, payment or conveyance of compliance of the Secured Obligations nor any debt of the Pledgor with the Pledgee.
SEXTA. Obligaciones de Hacer y No Hacer.Hasta en tanto cualquiera de las Obligaciones Garantizadas permanezcan vigentes, el Garante Prendario, se obliga a:	SIXTH. Covenants. As long as the Secured Obligations remain outstanding, Pledgor is obligated to:
(a) Defender la titularidad y derechos de los Acreedores Prendarios sobre el Inventario Pignorado contra las reclamaciones y demandas de cualquier persona distinta a los Acreedores Prendarios;	(a) Defend theownership and rights of the Pledgee over the Collateralagainst any claims or lawsuits of any person distinct from the Pledgee;
(b) No crear, o permitir que se constituya, cualquier hipoteca, gravamen, prenda, garantía, carga o cualquier acuerdo de preferencia sobre la Garantía, excepto por la prenda constituida en este Contrato y aquellas otras garantías que sean previamente autorizadas por los Acreedores Prendarios titulares de más del sesenta por ciento (60%) del saldo insoluto de los Pagarés (la “Mayoría de los Acreedores Prendarios”);	(b) Not create or permit to create, any mortgage, lien, pledge, guarantee, duty or any preferential agreement over the Collateral except for the Pledge constituted under this Agreement and those other guarantees previously authorized in writing by Pledgee;
(c) No vender, transmitir, ceder, gravar, otorgar en prenda, entregar, afectar en fideicomiso, otorgar, usufructuar o disponer en cualquier forma, u otorgar cualquier opción con respecto la Garantía al Inventario Pignorado  o cualquier derecho en relación con los mismos, sin el previo consentimiento por escrito de la Mayoría de los Acreedores Prendarios, excepto por aquellas enajenaciones del Inventario Pignorado en el curso normal de su actividad preponderante de negocio quedando sujeto a esta Prenda los bienes o derechos que el Garante Prendario reciba o tenga derecho a recibir en pago por la enajenación del Inventario Pignorado;	(c) Not sell, transfer, assign, lien, grant in pledge, deliver, affect in a trust agreement, grant, grant in use or dispose in any form, or grant an option with respect to the Collateral or any right relating to the same, without the written prior consent of the Pledgee except for those transfers of the Pledged Inventory under the normal course of its main business activity being subject to the Pledge the goods and rights that the Pledgor receives or has a right to receive a payment for the transfer of the Pledged Inventory;

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(d) Informar por escrito a los Acreedores Prendarios tan pronto como sea posible, pero en cualquier caso dentro de los tres (3) días hábiles siguientes, de cualquier circunstancia que afecte o razonablemente estime pudiere afectar la Garantía;	(d) Inform the Pledgee as soon as reasonably possible, but in any event within three (3) business days, of any circumstance that may affect or may reasonably be expected to affect the Collateral;
(e) Firmar y a entregar los documentos e instrumentos necesarios, y a llevar a cabo cualquier otra acción que a juicio razonable de los Acreedores Prendarios y mediante notificación previa por escrito de los Acreedores Prendarios, fuere necesaria con el fin de constituir, de ser necesario, y proteger, la Prenda, y para permitir a los Acreedores Prendarios ejercer sus derechos de conformidad con los términos del presente Contrato;	(e) Execute and deliver any and all documents and instruments which are reasonably necessary, and to perform any other action that the Pledgee may reasonably require by means of a previous written notice, in order to create, and if required, to protect, the Pledge, and to allow the Pledgee to exercise its rights pursuant to the terms of this Agreement;
(f) Abstenerse de crear o permitir la existencia de cualquier gravamen, o embargo respecto a la Garantía, sin el consentimiento previo de la Mayoría de los Acreedores Prendarios;	(f) Abstain from creating or allowing the existence of any lien with respect to the Collateral, without the prior consent of the Pledgee;
(g) Responder de los daños que el Inventario Pignorado sufra por cualesquier causa. Para tales efectos, las partes convienen en que los Acreedores Prendarios podrán designar a un perito (el “Perito”) para que inspeccione, en días y horas hábiles, el Inventario Pignorado y determine el estado de conservación y existencia del Inventario Pignorado. Para dichos efectos, los Acreedores Prendarios, con al menos dos (2) días hábiles de anticipación, solicitarán por escrito la inspección y señalarán el nombre del Perito, fecha y hora deseada para la inspección. El Garante Prendario se obliga a permitir al Perito la inspección del Inventario Pignorado. El informe del Perito servirá de base para el ejercicio de los derechos que correspondan a los Acreedores Prendarios conforme al presente Contrato y a ley.	(g) Respond for the damages suffered by the Pledged Inventory for any cause. For such purposes the parties agree that Pledgee may appoint an expert (the “Expert”) to inspect, in working days and time, the Pledged Inventory and determine its condition and existence. For such purposes, the Pledgee shall request in writing an inspection with two (2) business days in advance and such notice shall include: the name of the Expert and desired date and time for the inspection. Pledgor agrees to allow the Expert to inspect the Pledged Inventory. The report made by the Expert shall be used to support the exercise of the rights of the Pledgee pursuant to this Agreement and the law.
(h) Reconocer que el Inventario Pignorado puede identificarse y distinguirse del resto de los bienes de su propiedad, por lo que es aplicable la excepción a la que se refiere el Artículo trescientos cincuenta y ocho (358) de la LGTOC.	(h) Recognize that the Pledged Inventory may be identified and distinguished from the rest of its assets and therefore the exception set forth by Article three hundred fifty eight (358) of the LGTOC shall apply.

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(i) Mantener vigentes las Pólizas de Seguro durante todo el tiempo que se encuentren insolutas las Obligaciones Garantizadas. Las Pólizas de Seguros se modificarán para hacer constar que: (i) los Acreedores Prendarios son beneficiarios preferentes para el pago de las indemnizaciones que correspondan conforme a las mismas; (ii) que el Inventario Pignorado asegurado se encuentra pignorado en favor de los Acreedores Prendarios, para todos los efectos legales de los artículos ciento nueve (109), ciento diez (110) y demás aplicables de la Ley sobre el Contrato de Seguro; (iii) que cualquier modificación o cancelación por parte de la compañía aseguradora de cualquiera de las Pólizas de Seguro no surtirá efecto en contra de los Acreedores Prendarios hasta que la compañía aseguradora haya dado aviso a los Acreedores Prendarios de la modificación o cancelación de que se trate; (iv) que los Acreedores Prendarios no serán responsable  por la falta del pago de primas, comisiones, contribuciones ni anticipos; (v) que el emisor de dichos seguros esté obligado a notificar a los Acreedores Prendarios de toda reclamación efectuada al amparo de dichas pólizas; y (vi) que ningún acto ni omisión de persona alguna distinta a los Acreedores Prendarios afecte el derecho de éste a la recuperación conforme a dichas Pólizas de Seguro en el caso de pérdida o siniestro. El Garante Prendario se obliga a entregar a los Acreedores Prendarios copia de las Pólizas de los Seguros y endosos respectivos, en su caso, en un plazo que no excederá de treinta  (30) días calendario, contados a partir de la fecha del presente Contrato.	(i) Maintain in full force and effect the Insurance Policies during all the time that the Secured Obligations remain outstanding. The Insurance Policies shall be amended to include: (i) that the Pledgee is the preferred beneficiary of the payment of any indemnity to be paid pursuant to such Insurance Policies; (ii) that the Pledged Inventory is pledged in favor of the Pledgee pursuant to the terms of articles one hundred nine (109), one hundred ten (110) and other applicable provisions of the Insurance Law (Ley Sobre el Contrato de Seguro); (iii) that any amendments or the cancellation of any of the Insurance Policies by the insurance company shall have no legal effects against the Pledgee until the insurance company notifies the Pledgee of such amendment or cancellation; (iv) that the Pledgee shall not be responsible for any lack of payment of the insurance premiums and fees; (v) that the insurance company is obliged to notify the Pledgee of any claim made in connection with such Insurance Policies; and (vi) that no act or omission of any person different from the Pledgee shall affect the right of the Pledgee to be compensated in the event of loss or casualty pursuant to the Insurance Policies. Pledgor agrees to deliver to the Pledgee copies of the amendments to the Insurance Policies evidencing the foregoing. Such delivery shall have take place within three (3) calendar days after the Closing (as defined in the Purchase Agreement).
(j) Obtener, mantener vigentes y/o renovar las licencias, permisos y/o autorizaciones que se requieran de cualquier autoridad gubernamental para la explotación, tenencia o uso del Inventario Pignorado, así como el pago de cualquier impuesto, derecho o contribución que afecte el Inventario Pignorado.	(j) Obtain, keep current and/or renew the licenses, permits and/or authorizations required by any governmental authority to exploit, have or use the Pledged Inventory, as well as to pay any tax, fee or contribution affecting the Pledged Inventory.
(k) Hacerse responsable por cualquier pérdida, daño o deterioro del Inventario Pignorado por cualesquier causa.	(k) Be responsible for any loss, damage or wear and tear of the Pledged Inventory from any cause.
(l) Hacerse responsable por cualquier demanda, acción, obligación, costos y gastos incluyendo impuestos, derivados de o en relación al Inventario Pignorado.	(l) Be responsible for any lawsuit, action, obligation, costs and expenses including taxes derived from or relating to the Pledged Inventory.

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(m) Pagar todos y cada uno de los impuestos, contribuciones y cualesquier otras cargas de cualquier naturaleza que sean determinadas, cobradas o impuestas sobre o en relación con el Inventario Pignorado.	(m) Pay any and all taxes, contributions and any other duties of any nature determined, collected or imposed upon or in relation with the Pledged Inventory.
El incumplimiento del Garante Prendario o el Deudor, con respecto a (i) cualesquiera Obligaciones Garantizadas, o (ii) cualesquiera de las obligaciones asumidas por el Garante Prendario en términos de este Contrato, será considerado como un evento de incumplimiento (un “Evento de Incumplimiento”), y dará derecho a los Acreedores Prendarios a ejecutar la Prenda constituida y creada en términos de este Contrato.	Pledgor’s or Debtor´s failure to comply, with respect to (i) any Secured Obligations, or (ii) any obligations assumed by the Pledgor in terms of this Agreement, shall be deemed to be an event of default (an “Event of Default”) hereunder, and shall grant the Pledgee the right to foreclose on the Pledge.
Así mismo, para efectos del procedimiento de ejecución de este Contrato, las partes designan como perito valuador a cualesquier corredor público con ejercicio en el Estado de Baja California, México.	Furthermore, for the effect of the enforcement procedure of the Agreement, the parties designate as an expert appraisal any federal notary public with exercise and residence within the state of Baja California, Mexico.
SÉPTIMA. Ejecución. Los Acreedores Prendarios tendrán el derecho de ejecutar la Prenda de acuerdo a los términos de la LGTOC y, en general, de la legislación aplicable sin necesidad de notificar previamente al Garante Prendario, Deudor o cualesquier otro tercero.	SEVENTH. Enforcement. The Pledgee shall have the right to enforce the Pledge pursuant to the terms of the LGTOC and, in general, pursuant to the applicable legislation without the need to previously notify the Pledgor, Debtor nor any other third party.
OCTAVA. Impuestos.Cada parte deberá pagar, en la medida que sea necesario o le sea requerido conforme a la legislación aplicable, cualquier impuesto, interés, multa, recargo, responsabilidad y accesorio relacionado con el Inventario Pignorado o con el presente Contrato y establecidos por las autoridades fiscales mexicanas.	EIGHT. Taxes. Each party shall, to the extent necessary or required by applicable law, pay all taxes, interests, fees charges, liabilities and accessories established by the Mexican Fiscal authorities in connection with the Pledged Inventory or with this Agreement.
NOVENA. Indemnización. El Garante Prendario se obliga a indemnizar y a sacar en paz y a salvo a los Acreedores Prendarios de cualquier reclamación, demanda, sanción, multa, daño o perjuicio interpuesta en contra de o sufrido por los Acreedores Prendarios y derivado de la celebración del presente Contrato, salvo que ello se derive de negligencia, o actos dolosos o de mala fe de cualquiera de los Acreedores Prendarios.	NINTH. Indemnity. Pledgor hereby agrees to indemnify and hold the Pledgee safe and harmless from and against any and all claims, lawsuits, fines, penalties, damages and losses suffered by the Pledgee and derived from entering into this Agreement other than claims arising from the gross negligence or willful misconduct of the Pledgee.

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DÉCIMA. Gastos y Costos. (a) El Deudor y el Garante Prendario convienen en pagar cualesquiera y todos los honorarios, costos y gastos de cualquier clase o naturaleza incurridos en relación con la conservación y protección de la Prenda sobre la Garantía, y conviene, además, en rembolsar a los Acreedores Prendarios cualesquiera y todos los honorarios, costos y gastos razonables de cualquier clase o naturaleza incurridos y comprobados por los Acreedores Prendarios para conservar y proteger la Prenda sobre la Garantía, cuando dicho perfeccionamiento, conservación o protección no haya sido hecho por el Garante Prendario, incluyendo en forma enunciativa y no limitativa los honorarios de notario público así como los derechos de inscripción en el registro público de la propiedad y del comercio y en cualesquier otro registro público del domicilio del Garante Prendario o del lugar que se encuentre el Inventario Pignorado.	TENTH. Costs and Expenses. (a) Debtor and Pledgor agree to pay for any and all fees, costs and expenses of any kind or nature incurred in connection with preserving and protecting the Pledge on the Collateral, and Pledgor further agrees to reimburse the Pledgee any and all reasonable fees, costs and expenses of any kind or nature incurred and evidenced by the Pledgee in connection with preserving and protecting the Pledged Collateral in the event such perfection, conservation or protection is not carried out in by Debtor or Pledgor, including but not limited to the notary public fees as well as filing fees of the public registry of the property and commerce of the domicile of the Pledgor or of the place where the Pledged Inventory is located.
(b) En caso de que las Obligaciones Garantizadas no sean cumplidas, el Garante Prendario conviene en pagar cualesquiera y todos los honorarios, costos y gastos razonables de cualquier naturaleza incurridos y comprobados por los Acreedores Prendarios en relación con (i) la ejecución de la Prenda sobre el Inventario Pignorado, o (ii) cualesquiera acciones, demandas, defensas o procedimientos derivados de, o que se relacionen con, la Garantía, salvo por dolo o por negligencia grave.	(b) In the event the Secured Obligations are not duly performed, the Pledgor agrees to pay any and all reasonable fees, costs and expenses of any kind or nature incurred and evidenced by the Pledgee in connection with (i) the enforcement of the Pledge over the Pledged Inventory, whether by judicial proceedings or in any other manner, or (ii) any actions, demands, claims or proceedings arising out from or in connection with the Collateral, except in case of willful misconduct or gross negligence.
DÉCIMA PRIMERA. Notificaciones. Excepto que se establezca lo contrario en el presente Contrato, todas las notificaciones y otras comunicaciones relacionadas con este Contrato deberán ser por escrito, y deberán entregarse o enviarse a los domicilios establecidos en el presente Contrato. Dichas notificaciones y comunicaciones deberán ser entregadas (i) en mano propia con acuse de recibo, o (ii) por conducto de fedatario público, y serán efectivas al momento de ser recibidas o entregadas fehacientemente en el domicilio de las partes. Las Partes designan para los efectos anteriores los siguientes domicilios:	ELEVENTH. Notices. Except as otherwise provided herein, all notices and other communications related to this Agreement shall be in writing, and shall be delivered or sent to the domiciles established in this Agreement. Such notices and communications shall be delivered (i) by hand with acknowledgement of its reception, or (ii) in the presence of a notary public, and shall be effective when received or effectively delivered to the address of the parties. The parties hereto for such effects designate the following domiciles:

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El Garante Prendario y Deudor:	Pledgor and Debtor:
1230 Columbia St, Suite 1100	1230 Columbia St, Suite 1100
San Diego, California, 92101	San Diego, California, 92101
Estados Unidos de América	Estados Unidos de América
Los Acreedores Prendarios:	Pledgee:
[Alan Fournier	UTA Capital LLC
11 Spring Hollow Road,	c/o Udi Toledano
Far Hills, New Jersey, 07931	100 Executive Drive
Estados Unidos de América]	Suite 330
	West Orange, New Jersey 07052
[Ray Garea	United States of America
31 Claremont Avenue
Maplewood, New Jersey, 07040
Estados Unidos de América]
Las notificaciones se considerarán entregadas en la fecha en que sean efectivamente recibidas; en el entendido que, la negación de cualquier parte de recibir cualquier notificación, se considerará como recibida al momento de rehusarse de recibir la notificación.	Notices shall be deemed delivered on the date they are effectively received; provided that, the refusal of any party to accept any notice, shall be considered received on the date of refusal to accept a notice.
DÉCIMA SEGUNDA. Cesión. Las partes no podrán ceder total o parcialmente sus derechos y obligaciones contraídas por el presente Contrato, sin el consentimiento previo y por escrito de la otra parte.	TWELFTH. Assignment. The rights and obligations of the Pledgor and Debtor arising from this Agreement may not be assigned or in any other manner transferred without the prior written consent of the Pledgee hereto.
DÉCIMA TERCERA. Anexos. Todos los Anexos de este Contrato forman parte integral del mismo, como si quedaren insertados a la letra en el cuerpo del mismo.	THIRTEENTH. Exhibits.All the Exhibits hereto are an integral part of this Agreement, as if such Exhibits would have been inserted in the text of this Agreement.
DÉCIMA CUARTA. Autonomía de las Disposiciones. En caso de que cualquier disposición del presente Contrato sea declarada inválida, ilegal o nula en cualquier jurisdicción, ésta no invalidará cualquier otra disposición del presente Contrato (excepto si dicha disposición se relaciona con algunos de los elementos esenciales de este Contrato), y dicha prohibición o inexigibilidad en cualquier jurisdicción no invalidará o impedirá la exigibilidad de dicha disposición en cualquier otra jurisdicción.	FOURTEENTH. Severability. If any provision of this Agreement shall be invalid, illegal, or unenforceable in any jurisdiction, this shall not invalidate any other provision of this Agreement (except if such provision relates to any of the essential elements of this Agreement), and such prohibition or unenforceability in any jurisdiction shall not void the enforceability of such provision in any other jurisdiction

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DÉCIMA QUINTA. Acuerdo Completo. El presente Contrato constituye la totalidad del acuerdo de las partes con relación al objeto del mismo, y sustituye cualesquiera comunicaciones verbales o escritas anteriores respecto de tal objeto.	FIFTEENTH. Entire Agreement. This Agreement contains the entire understanding between the Pledgor, Debtor and Pledgee in connection with the subject matter hereof, and shall replace any and all oral or written communication in respect of this Agreement.
DÉCIMA SEXTA. Encabezados.Los encabezados utilizados al inicio de las Cláusulas de este Contrato se utilizan únicamente con el objeto de facilitar su consulta y no afectan en forma alguna su interpretación.	SIXTEENTH. Headings. The headings of the Clauses are included solely for convenience and are not intended to affect the interpretation of any such provision of this Agreement.
DÉCIMA SÉPTIMA. Renuncia, Modificaciones. (a) Ninguno de los términos y condiciones del presente Contrato podrá ser modificado, renunciado o variado en cualquier forma, excepto que conste por escrito y sea debidamente firmado por los Acreedores Prendarios y Garante Prendario afectados por la misma.	SEVENTEENTH. Waiver; Amendment. (a) None of the terms and conditions set forth in this Agreement may be amended, modified, waived, or varied in any manner whatsoever unless evidenced in writing and duly signed by the Pledgee and the Pledgor.
(b) La omisión o demora por parte de cualquiera de las Partes en el ejercicio de cualquiera de sus derechos, recursos, facultades o privilegios derivados del presente Contrato, o el ejercicio parcial o individual de los mismos, no deberá constituir una renuncia de los mismos. La notificación o demanda hecha a cualquiera de las Partes no deberá constituir una renuncia a cualquiera de los derechos de la otra Parte a realizar cualquier otra o consiguiente acción sin notificación o demanda siempre y cuando esté permitido que cualquiera de las Partes realice dicha acción sin notificación o demanda conforme a los términos del presente Contrato.	(b)           The omission or delay by any party in the exercise of any of the rights, remedies, authority or privileges arising from this Agreement, or its partial or individual exercise, shall not be deemed or construed as a waiver of such rights, remedies, authority or privileges. The service or demand performed upon any party shall not be deemed or construed as a waiver of the rights of any party to perform any other or subsequent action without the need of notice or demand as long as such action is allowed to be performed by any party without the need of notice or demand in accordance with the terms of this Agreement.
DÉCIMA OCTAVA. Idioma.Las partes del presente Contrato expresamente reconocen que el mismo se firma en los idiomas español e inglés. Sin embargo, en caso de duda, contradicción o controversia, prevalecerá la versión en español.	EIGHTEENTH. Language. The parties hereby expressly acknowledge that this Agreement is executed simultaneously in Spanish and English versions; however, in case of any doubt, contradiction or controversy, the Spanish version will prevail.
DÉCIMA NOVENA. Legislación Aplicable.Este Contrato de regirá e interpretará de acuerdo con las leyes de México.	NINETEENTH. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of México.

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VIGÉSIMA. Jurisdicción. Para todo lo relativo a la interpretación y cumplimiento de este Contrato, las partes se someten irrevocablemente a la jurisdicción y competencia de los tribunales del Municipio de Tijuana, Baja California, México renunciando clara y terminantemente a cualquier otro fuero que por razón de su domicilio presente o futuro, o cualquier otra causa pudiere corresponderles.	TWENTIETH. Jurisdiction. For the interpretation, construction, performance and enforcement of this Agreement, the parties hereto irrevocably submit to the jurisdiction of the competent courts sitting in Tijuana, Baja California, Mexico and each party hereby clearly and expressly waives any other jurisdiction to which it may be entitled by reason of its present or future domicile or for any other reason whatsoever.
EN TESTIMONIO DE LO ANTERIOR, las partes firman el presente Contrato por conducto de sus representantes, en la fecha señalada al inicio del Contrato.	IN VIRTUE OF THE FOREGOING, this Agreement has been duly executed by the parties, on the above mentioned date.
[CONTINUA HOJA DE FIRMAS]	[SIGNATURE PAGE TO FOLLOW]

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El Garante Prendario / Pledgor

BAJA AQUA-FARMS, S.A. DE C.V.

Por/by: Oli Valur Steindorsson

Los Acreedores Prendarios / Pledgee

UTA CAPITAL LLC

By: YZT MANAGEMENT LLC, its Managing Member

 Por/by: Udi Toledano

Se firma como constancia de conocimiento y aceptación con los términos del presente Contrato:This Agreement is signed to evidence Debtor´s acknowledge and acceptance to the terms of this Agreement:

El Deudor / Debtor

 UMAMI SUSTAINABLE SEAFOOD INC.

Por: Oli Valur Steindorsson

Lista de Anexos/ Exhibits.

Anexo/ Exhibit “A”. Contrato de Compraventa/ Purchase Agreement

Anexo/ Exhibit “B”. Pólizas de Seguro/ Insurance Policies

Anexo/ Exhibit “C”. Inventario Pignorado/ Pledged Inventory

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Anexo “A”/ Exhibit “A”

Contrato de Compraventa/ Purchase Agreement

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Anexo “B”/ Exhibit “B”

Pólizas de Seguro/ Insurance Policies

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Anexo “C”/ Exhibit “C”

Inventario Pignorado/ Pledged Inventory

· The following cages are pledged in connection with the terms of this agreement:

[_____________________] as described in the Insurance Policies.

· Las siguientes jaulas son pignoradas en relación con los términos de este contrato:

[_____________________].

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EX-10.22

Execution Copy

LOAN EXTENSION AND ADDITIONAL FUNDING AGREEMENT

This LOAN EXTENSION AND ADDITIONAL FUNDING AGREEMENT (this “Agreement”)is dated as of June 30, 2011, by and between Umami Sustainable Seafood Inc., a Nevada corporation, trading on the OTC Bulletin Board under the symbol “UMAM” (the “Borrower”), and the undersigned individuals (each a “Purchaser”, and collectively, the “Purchasers).

Terms not otherwise defined herein shall have the meaning ascribed to such terms in any of the following agreements, as applicable: (i) the Note Purchase Agreement, by and between the Borrower and the Purchasers, dated as of June 3, 2011 (the “Purchase Agreement”); (ii) the form of Senior Secured Bridge Notes, which form was executed by the Borrower on even date with the Purchase Agreement, and payable to the order of each Purchaser in the stated Principal Amount, as defined therein (the “Original Notes”); (iii) the form of the Pledge Agreement, by and between the Purchasers and Baja Aqua-Farms S.A. de C.V. (“Baja”), a subsidiary of the Borrower, which form was executed by the Purchasers and Baja on June 6, 2011, pledging in favor of the Purchasers the Inventory as defined therein and subject to terms and conditions specified therein (the “Baja Subsidiary Security Agreement”); or (iv) the form of the Pledge and Security Agreement, by and between the Purchasers and Atlantis Group HF, an Icelandic company (“Atlantis”), which form was executed by the Purchasers and Atlantis on even date with the Purchase Agreement and the Original Notes, pledging as security in favor of the Purchasers an aggregate amount of 6,000,000 shares of capital stock of the Borrower owned by Atlantis subject to terms and conditions specified therein (the “Atlantis Pledge Agreement’); the foregoing pledge and security agreements described in this paragraph, together with the Purchase Agreement, the Original Notes, and those certain Subordination Agreements, dated as of even date with the Purchase Agreement the Original Notes, the Baja Security Agreement, and the Atlantis Pledge Agreement, hereinafter referred to as the “Loan Documents”).

WITNESSETH:

WHEREAS, pursuant to the Purchase Agreement the Borrower obtained a loan from the Purchasers in the aggregate principal amount of $2,000,000 (the “Loan”);

WHEREAS, the Loan is evidenced by the Purchase Agreement and the Original Notes;

WHEREAS, the obligations of Borrower under the Purchase Agreement are secured by: (i) the pledges of 6,000,000 shares of capital stock of the Borrower owned by Atlantis, subject to terms and conditions specified in the Atlantis Pledge Agreement; and (ii) a first priority perfected security interest in and lien on the Baja Inventory as defined under the Baja Security Agreement, subject to terms and conditions specified therein.

WHEREAS, (i) the Maturity Date of the Original Notes is June 30, 2011 (the “Original Maturity Date”); (ii) on the Original Maturity Date, all outstanding principal and any accrued and unpaid interest due and owing under each Original Note is to be immediately paid by Borrower to the respective Purchaser, and (iii) each Purchaser has the sole discretion to extend the Original Maturity Date with respect to his respective Original Note;

WHEREAS, the Borrower seek the Purchasers’ consent to effectively modify and extend the Original Maturity Date of the Original Notes to September 30, 2011 (the “Amended Maturity Date”) by exchanging the Original Notes for new amended and restated notes (the “Amended and Restated Notes”) in the form attached hereto as Exhibit A, and the Purchasers, upon and subject to all covenants, terms and conditions provided herein and in the Amended and Restated Notes, and on the basis of the facts and statements contained in the foregoing recitals, are willing to consent to such exchange and the Amended Maturity Date; and

WHEREAS, in addition to the Amended Maturity Date, the Borrower seek to induce the Purchasers to advance additional funds to the Borrower, as more fully set forth herein, and the Purchasers, upon and subject to all covenants, terms and conditions provided herein and in the Amended and Restated Notes, and on the basis of the facts and statements contained in the foregoing recitals, are willing to provide such additional funds;

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchasers, and the Borrower agree as follows:

1.         Sale and Purchase of the Amended and Restated Notes.  Subject to all covenants, terms and conditions provided herein and in the Amended and Restated Notes, the Borrower shall sell and issue to the Purchasers, and the Purchasers shall purchase from the Borrower, the Amended and Restated Notes in the aggregate principal amount of $5,624,320.00 (the “Amended Principal Amount”) for an aggregate purchase price of $5,000,000.00, of which: (x) $3,000,000.00 is being paid to the Borrower in cash, and (y) $2,000,000.00 is being paid in the form of tender and cancellation of the Original Notes.

2.         Extension; Binding Effect.

a. All references to the Original Notes in the Loan Documents are hereby changed to refer to the Amended and Restated Notes, and all references to the Original Maturity Date in the Loan Documents are hereby changed to refer to the Amended Maturity Date;

b. The Borrower and each of the undersigned entities hereby acknowledge that (x) all Loan Documents are in full force and effect as of the date hereof, and (y) all of the pledge, security and subordination obligations under the Loan Documents, as applicable to the undersigned entity pursuant to the applicable Atlantis Pledge Agreement, Baja Security Agreement and/or Subordination Agreements, shall continue to apply to the Amended and Restated Notes and the obligations thereunder until the full repayment of the Amended Principal Amount and any other obligations under the Amended and Restated Notes by or on behalf of the Borrower.

3.         Payment and Interest Rate.

a. The Amended Principal Amount shall be due and payable on the Amended Maturity Date.

b. For the avoidance of any doubts, in the event that any of the foregoing payments or the payments due pursuant to Section 4 below are not made when due, such overdue amounts shall bear interest at a default rate as set forth in the Amended and Restated Notes.

4.         Proceeds of Inventory Sale.      In the event the Inventory (or any part of it) is sold to any third party prior to the Amended Maturity Date, at least 70% of the net proceeds of any such sale (cash or other property received) shall be immediately applied toward repayment of the remaining principal amount under the Amended and Restated Notes.

5.         Amended Collateral.     No later than July 11, the Borrower shall deliver to the Purchasers the Amendment to the Pledge Agreement (the “Amendment to the Baja Subsidiary Security Agreement”), substantially in the form attached hereto as Exhibit B, entered into by Baja, adding to the Covered Collateral, Blue Fin Tuna with a total estimated weight of 225 metric tons (the Covered Collateral together with such addition, the “Amended Collateral”), of which: (x) 150 metric tons is confined in the following feedlots: T11-10, T12-10A, T15-10A and T22-10, and (y) 75 metric tons shall be confined in the feedlots to be listed in the Amendment to the Baja Subsidiary Security Agreement.  Borrower hereby covenants that the Amended Collateral shall be in compliance with Section 3.2 of the Purchase agreement.

6.         Fees and Expenses.  The Borrower shall reimburse Purchasers for all of Purchasers’ reasonable legal fees and other out-of-pocket expenses incurred in connection with the preparation and negotiation of this Agreement and any due diligence expenses (including travel expenses by the Purchasers, whether such travel occurred before or after the date hereof). Failure to make such reimbursement within 4 business days of presentment of invoices shall constitute an Event of Default.

7.         Representations and Warranties; Other Deliverables.

(a)              Borrower, by execution of this Agreement, hereby acknowledges, that each of the representations and warranties of Borrower contained in the Purchase Agreement, shall be true and correct in all respects at and as of the date hereof (except for such representations and warranties that are made as of a specific date, which shall be true and correct in all respects as of such date), as though such representation or warranty were made as of such date.

(b)              Borrower is concurrently herewith delivering to the Purchasers a certificate of the Chief Executive Officer of the Borrower certifying as to (i) the accuracy of Section 7(a), and (ii) Section 8 hereof.

(c)              Borrower is concurrently herewith delivering to the Purchasers copies of a unanimous written consent of the Board of the Directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the Amended and Restated Notes by the Borrower.

(b)              Within three (3) business days after the date hereof, the Borrower shall deliver to the Purchasers an opinion from Loeb & Loeb LLP, as New York counsel for the Company, dated as of the date hereof, as to the validity and enforceability of this Agreement, and from Lionel Sawyer & Collins, as Nevada counsel for the Company, an opinion, dated as of the date hereof, as to the due authorization, execution and delivery of this Agreement.

8.         No Defaults.     Borrower, by execution of this Agreement, hereby represents and warrants that as of the date hereof, no Event of Default has occurred or is continuing.

9.         Amendment and Waiver.  No term, covenant, agreement or condition of this Agreement may be amended unless in a writing and executed by all of the parties hereto.  No waiver of any term, covenant, agreement or condition of this Agreement by a party shall be effective unless in a writing executed by the waiving party.

10.         Successors and Assigns.  This Agreement shall be binding on and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not, except that the assignment of the rights and obligations of the Borrower hereunder shall be subject to the restrictions on transfers and assignments contained in the Loan Documents.

11.         Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement in any number of separate counterparts, each of which, when so executed, shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute but one and the same instrument.

12.         Integration and Severability.  This Agreement, taken together with the Loan Documents and the Amended and Restated Notes, embodies the entire agreement and understanding among the Purchasers, and the Borrower with respect to the matters addressed herein, and supersedes all prior agreements and understandings relating to the subject matter hereof.  In case any one or more of the provisions contained in this Agreement or in any instrument contemplated hereby, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein, and any other application thereof, shall not in any way be affected or impaired thereby.

13.         Conflict with Existing Loan Documents.  Notwithstanding any provision to the contrary contained in this Agreement or in the Amended and Restated Notes, if any of the provisions in the Amended and Restated Notes conflict with or are inconsistent with the provisions of this Agreement, this Agreement shall control and govern.

14.         Captions.  The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

15.         Governing Law.  WITH RESPECT TO ANY ACTION OR DISPUTE BETWEEN PARENT, BORROWER AND THE PURCHASER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

16.         Loan Extension Agreement.  It is the intention and understanding of the parties hereto that this Agreement shall act as an extension of the original Loan of $2 million and that this Agreement shall not act as a novation of such Loan.

[NO REMAINING TEXT ON PAGE]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

BORROWER:
UMAMI SUSTAINABLE SEAFOOD INC.
By:	/s/
Name: Oli Valur Steindorsson
Title:  President and Chief Executive Officer
Address:
1230 Columbia Street, Suite 1100
San Diego, California 92101
PURCHASERS:
/s/
Alan Fournier
Address:
11 Spring Hollow Road,
Far Hills, New Jersey 07931
/s/
Ray Garea
Address:
31 Claremont Avenue
Maplewood, NJ 07040

Acknowledged and accepted this
30 day of June, 2011.
ATLANTIS GROUP HF
By:	/s/
	Name:
	Title:

Acknowledged and accepted this
30 day of June, 2011.
BAJA AQUA-FARMS S.A. DE C.V
By:	/s/
	Name:
	Title:
Acknowledged and accepted this
30 day of June, 2011.
AURORA INVESTMENTS EHF
By:	/s/
	Name:
	Title:

Exhibit A

Amended and Restated Note

See Attached

Execution Copy

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BORROWER THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

THIS AMENDED AND RESTATED SENIOR SECURED BRIDGE NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE.  THE BORROWER, OR BORROWER’S REPRESENTATIVE, OLI VALUR STEINDORSSON, LOCATED AT 1230 COLUMBIA STREET, SUITE 1100, SAN DIEGO, CA 92101, WILL PROMPTLY MAKE AVAILABLE TO THE PURCHASER, UPON REQUEST, THE ISSUE PRICE, THE AMOUNT OF OID, THE ISSUE DATE, AND THE YIELD TO MATURITY OF THIS NOTE.

UMAMI SUSTAINABLE SEAFOOD INC.

AMENDED AND RESTATED SENIOR SECURED BRIDGE NOTE

(Originally issued on June 3, 2011, in the amount of $1,000,000.00)

$2,812,160.00 New York, New York June 30, 2011

FOR VALUE RECEIVED, the undersigned, Umami Sustainable Seafood Inc., a Nevada corporation, with an office located at 405 Lexington Avenue, 26th Floor, Suite 2640, New York, NY 10174, (“Borrower”), hereby unconditionally promises to pay to ______________ (“Purchaser”), on the Maturity Date (as defined in Section 4 hereof) to the order of Purchaser, at the office of Purchaser located at ____________, or such other address designated by Purchaser, in lawful money of the United States of America and in immediately available funds, the principal amount of Two Million Eight Hundred Twelve Thousand One Hundred Sixty Dollars and 00/100 ($2,812,160.00).  Borrower acknowledges and agrees that this Note is intended to be an original discount note, and therefore the aggregate cash payments received by Borrower and its subsidiaries from the Purchasers (as defined in the Purchase Agreement) will total only $5,000,000, notwithstanding that the aggregate original principal amount of the Notes (as defined below) total $5,624,320.00.  All words and phrases used herein and not otherwise specifically defined herein shall have the respective meanings assigned to such terms in the Purchase Agreement (as defined below) or in the Loan Extension and Additional Funding Agreement (as defined below), to the extent the same are used or defined therein.

1.           LOAN EXTENSION AND ADDITIONAL FUNDING AGREEMENT; PURCHASE AGREEMENT.  This Amended and Restated Senior Secured Bridge Note (the “Note”) hereby amends and restates that certain Note originally purchased by the Purchaser under that certain Note Purchase Agreement, dated as of June 3, 2011, between Borrower and Purchasers (as may be amended from time to time, the “Original Note” and the “Purchase Agreement”, respectively).  This Note is issued in connection with that certain Loan Extension and Additional Funding Agreement by and between the Borrower and the Purchasers, dated as of June 30, 2011 (the “Loan Extension and Additional Funding Agreement”).   The Purchaser is entitled to the benefits and subject to certain obligations under the Purchase Agreement and the Loan Extension and Additional Funding Agreement, and may enforce the agreements of the Borrower contained therein and exercise the remedies provided thereby.

2.           HEADINGS, DEFINITIONS, ETC.  The headings and captions of the numbered paragraphs of this Note are for convenience of reference only and are not to be construed as defining or limiting, in any way, the scope or intent of the provisions hereof.  Whenever used, the singular number shall include the plural, the plural the singular, and the words “Purchaser” and “Borrower” shall include, respectively, their respective successors and assigns; provided, however, that the Borrower shall in no event or under any circumstance have the right to assign or transfer its obligations under this Note.

3.           SECURITY.  The obligations of Borrower hereunder are secured by (a) pledges of (i) 6.00 million shares in the aggregate for the two Notes of the issued and outstanding shares of capital stock of the Borrower that are presently owned by Atlantis Group HF, an Icelandic company (“Atlantis”) and (ii) a portion (determined in accordance with the terms of the Purchase Agreement) of the inventory of Baja Aqua-Farms S.A. de C.V., a Mexican company (“Baja”), whether presently owned or hereinafter acquired, and any proceeds arising in connection with the sale or disposition of such inventory.

4.           MATURITY.  This Note shall mature on September 30, 2011, unless such date shall be otherwise extended in writing by a Purchaser in its sole discretion (such date, the “Maturity Date”).  On the Maturity Date, all outstanding principal and any accrued and unpaid fees due and owing under this Note, shall be immediately paid by Borrower.

5.           DEFAULT RATE; PAYMENT.

(a)          If all of the principal amount of this Note and the fees payable thereon shall not be repaid when due whether on the applicable repayment date, by acceleration or otherwise, the Company shall immediately pay to Purchaser an amount equal to five percent (5%) of the principal amount outstanding under this Note as of the date that such obligations under this Note become due and payable.

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(b)          Notwithstanding anything hereunder, if by the close of business on July 11, 2011, for any reason whatsoever, the Borrower fails to deliver the Amendment to the Baja Subsidiary Security Agreement to the Purchasers consistent with the terms set forth in Section 5 of the Loan Extension and Additional Funding Agreement, including without limitation, delivery of evidence, reasonably satisfactory to the Purchaser, that the additional amount of Baja Inventory being added as part of the Covered Collateral is not less than 225 metric tons, then, the Company shall immediately pay to Purchasers a fee equal to 1% of the Amended Principal Amount of the Notes.  For the avoidance of doubt, the failure to satisfy such obligations prior to July 11, 2011 shall not cause an Event of Default hereunder unless such failure is continuing on July 18, 2011 pursuant to Section 9(e) hereof.

(c)          All payments to be made by Borrower hereunder shall be made, without setoff or counterclaim, in lawful money of the United States by check or wire transfer in immediately available funds.

6.           VOLUNTARY AND MANDATORY PREPAYMENT; PAYMENT RIGHTS UPON MERGER, CONSOLIDATION, ETC.;

(a)          The Borrower shall have the right to prepay the principal amount of this Note at any time upon one (1) days prior written notice to Purchaser.

(b)          If, at any time, prior to the Maturity Date, Borrower proposes to consolidate or effect any other corporate reorganization with, or merge into, another corporation or entity that previously did not hold, directly or indirectly, more than twenty percent (20%) of Borrower’s Common Stock, whereby  such corporation or entity immediately subsequent to such consolidation, merger or reorganization will own capital stock of Borrower or entity surviving such merger, consolidation or reorganization representing more than fifty (50%) percent of the combined voting power of the outstanding securities of Borrower or such entity immediately after such consolidation, merger or reorganization, or has the right to elect nominees to a represent a majority of Borrower’s Board of Directors (a “Change of Control Event”), then Borrower shall provide Purchaser with at least ten (10) days’ prior written notice of any such proposed action, and Purchaser will, at its option, have the right to demand immediate payment of all amounts due and owing under this Note (including all accrued and unpaid fees) in cash or in Borrower’s Common Stock valued at the closing price of Borrower’s Common Stock on the date of the mailing of such written notice.  Purchaser will give Borrower written notice of such demand within five (5) days after receiving notice of the Change of Control Event.  All amounts due and owing hereunder shall be paid by Borrower to Purchaser within five (5) days from the date of such written notice via federal funds wire transfer(s) of immediately available funds, or in the case of the issuance of Borrower’s Common Stock in lieu of cash, the issuance shall take place prior to the consummation of the Change of Control Event, in accordance with written instructions provided to Borrower by Purchaser.

7.           ASSURANCES WITH RESPECT OFPURCHASER RIGHTS.  Borrower shall not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, intentionally avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by Borrower and shall at all times in good faith assist in the carrying out of all the provisions of this Note and in taking of all such actions as may be necessary or appropriate in order to protect the rights of Purchaser against impairment.

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8.           SENIOR INDEBTEDNESS.  Subject to Section 16, this Note shall be senior to all other Indebtedness of the Borrower, provided, that this Note shall be pari passu in right of payment with the UTA Notes.

9.           EVENTS OF DEFAULT.  If any of the following events (each, an “Event of Default”) shall occur and be continuing:

(a)          Borrower shall fail to pay any amount payable under this Note or any other Transaction Document within three (3) business days after such payment becomes due in accordance with the terms hereof;

(b)          Borrower or any Subsidiary shall fail to pay when due, and it shall continue unremedied for a period of ten (10) calendar days, whether upon acceleration, prepayment obligation or otherwise, any indebtedness and/or other sums payable by Borrower or any Subsidiary (other than indebtedness owed to Purchaser under this Note and the other Transaction Documents); provided that, it shall not constitute an Event of Default pursuant to this subsection (b) unless the aggregate amount of all such indebtedness referred to above exceeds $250,000 at any one time;

(c)          dissolution, termination of existence, suspension (unless fully covered by business interruption insurance) or discontinuance of business (other than as a result of a consolidation of one or more of Borrower’s subsidiaries with Borrower or another subsidiary) or ceasing to operate as going concern of Borrower or any Subsidiary;

(d)          any material representation or warranty made by Borrower herein, in the Purchase Agreement or in any other agreement, certificate or instrument contemplated by this Note or the Purchase Agreement or that is contained in any certificate, document or financial or other statement furnished by Borrower at any time under or in connection with this Note or the Purchase Agreement shall have been incorrect in any material respect on or as of the date made or deemed made;

(e)          the failure by the Borrower, for any reason whatsoever, to deliver to the Purchaser, by the close of business on July 18, 2011, the Amendment to the Baja Subsidiary Security Agreement consistent with the terms set forth in Section 3.2 of the Purchase Agreement and in Section 5 of the Loan Extension and Additional Funding Agreement, including, without limitation, delivery of evidence reasonably satisfactory to the Purchaser that the additional amount of Baja Inventory being added as part of the Covered Collateral is not less than 225 metric tons;

(f)          any portion of the Collateral is subjected to a levy of execution, attachment or other judicial process or any portion of the Collateral is the subject of a claim (other than by the Pledgee) of a Lien or other right or interest in or to the Collateral and such levy or claim shall not be cured, disputed or stayed within a period of forty-five (45) days after the occurrence thereof;

(g)          Borrower shall default, in any material respect, in the observance or performance of any obligation or agreement contained in this Note, Sections 6.2, 9 and 11 of the Purchase Agreement, the Baja Subsidiary Security Agreement, or any other agreement or instrument contemplated by the Transaction Documents, and such default shall continue unremedied for a period often (10) days after written notice to Borrower of such default; or

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(h)          (i) Borrower or any Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against Borrower or any Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief of any such adjudication of appointment or (B) remains undismissed, undischarged or unbonded for a period of forty-five (45) days; or (iii) there shall be commenced against Borrower or any Subsidiary any case, proceeding other action seeking issuance of a warrant of attachment, execution, distrait or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within forty-five (45) days from the entry thereof; or (iv) Borrower or any Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in any of the acts set forth in clauses (i), (ii) or (iii) above; or (v) Borrower or any Subsidiary shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due,

then, and in any such event, (1) if such event is an Event of Default specified in subsection (h) above of this Section 9 with respect to Borrower, automatically this Note (with all accrued and unpaid fees thereon) and all other amounts owing under this Note shall immediately become due and payable, and (2) if such event is any other Event of Default, Purchasers constituting the Required Majority may, by written notice to Borrower, declare the Notes (with all accrued and unpaid fees thereon) and all other amounts owing under this Note to be due and payable forthwith, whereupon the same shall immediately become due and payable.  Except as expressly provided in this Section 9, presentation, demand, protest and all other notices of any kind are hereby expressly waived by Borrower.

10.           ENFORCEABILITY.  The Borrower acknowledges that this Note and Borrower’s obligations under this Note are and shall at all times continue to be absolute and unconditional in all respects, and shall at all times be valid and enforceable irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Note and the obligations of Borrower under this Note or the obligations of any other Person relating to this Note.  The Transaction Documents set forth the entire agreement and understanding of Purchaser and Borrower, and Borrower absolutely, unconditionally and irrevocably waives any and all right to assert any set-off, counterclaim or crossclaim of any nature whatsoever with respect to this Note or the obligations of Borrower hereunder, or the obligations of any other Person relating hereto or thereto or to the obligations of Borrower hereunder or otherwise in any action or proceeding brought by Purchaser to collect on the Note, or any portion thereof (provided, however, that the foregoing shall not be deemed a waiver of Borrower’s right to assert any compulsory counterclaim maintained in a court of the United States, or of the State of New York if such counterclaim is compelled under local law or rule of procedure, nor shall the foregoing be deemed a waiver of Borrower’s right to assert any claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature whatsoever against Purchaser in any separate action or proceeding).  The Borrower acknowledges that no oral or other agreements, conditions, promises, understandings, representations or warranties exist with respect to the Transaction Documents or with respect to the obligations of Borrower thereunder, except those specifically set forth in the Transaction Documents.  Borrower agrees to pay all costs and expenses of Purchaser related to Purchaser’s enforcement of the obligations of Borrower hereunder and the collection of all sums payable hereunder, including but not limited to reasonable attorneys’ fees and expenses, irrespective of whether litigation is commenced.  Any such amounts shall be payable on demand, with interest at a monthly interest rate of five percent (5%).

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11.           WAIVER.  Borrower waives presentment, demand for payment, notice of dishonor and any or all notices or demands in connection with the delivery, acceptance, performance, default or enforcement of any Transaction Document now or hereafter required by applicable law, and consents to any or all delays, extensions of time, renewals or releases with respect to any Transaction Document, and of any available security therefor, and agrees that no failure or delay on the part of Purchaser, in the exercise of any power, right or remedy under this Note shall impair such power, right or remedy or shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude other or further exercise of such or any other power, right or remedy.  No notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Purchaser, to take further action without further notice or demand as provided in any of the Transaction Documents.

12.           AMENDMENTS.  This Note may not be modified, amended, changed or terminated orally, except by an agreement in writing signed by Borrower and the Purchaser or, to the extent that the provision sought to be amended is one that requires the approval of the Required Majority, then by an agreement in writing signed by Borrower and the Purchasers constituting the Required Majority.  Any amendment or waiver effected in accordance with this Section 12 shall be binding upon Borrower, Purchaser and each transferee of this Note.

13.           USURIOUS INTEREST RATE.  Notwithstanding anything to the contrary contained in this Note, the interest paid or agreed to be paid hereunder shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the “Maximum Rate”). If Purchaser shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Note or, if it exceeds such unpaid principal, shall be refunded to Borrower. In determining whether the interest contracted for, charged, or received by Purchaser exceeds the Maximum Rate, Borrower may, to the extent permitted by applicable law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of this Note.

14.           NOTICES.  Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by a nationally-recognized delivery service (such as Federal Express or UPS), or seventy-two (72) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and in all cases addressed to the party to be notified at such party’s address as set forth above or as subsequently modified by written notice.

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15.           GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.  This Note and all acts and transactions pursuant hereto shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of laws.  The Borrower hereby irrevocably consents to the exclusive jurisdiction of any federal or state court located in the State of New York and consents that all service of process be sent by nationally recognized overnight courier service directed to Borrower at Borrower’s address set forth herein and service so made will be deemed to be completed on the business day after deposit with such courier.  The Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both Purchaser and Borrower.  The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.  THE BORROWER AND THE PURCHASER (BY ACCEPTANCE OF THIS NOTE) MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY AND ALL RIGHTS THAT THEY MAY NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE THEREOF TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF THE PURCHASER RELATING TO ENFORCEMENT OF THIS NOTE.  EXCEPT AS PROHIBITED BY APPLICABLE LAW, THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION RELATING TO ENFORCEMENT OF THIS NOTE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.  THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE PURCHASER TO MAKE FUNDS AVAILABLE TO THE BORROWER AND TO ACCEPT THIS NOTE.

16.           PARI PASSU NOTES.  Purchaser acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Note and all fees due hereunder shall be pari passu in right of payment and in all other respects with the other Notes.  In the event Purchaser receives payments in excess of its pro rata share of the Borrower’s payments to the holders of all of the Notes, then Purchaser shall hold in trust all such excess payments for the benefit of the holders of the other Notes and shall pay such amounts held in trust to such other holders upon demand by such holders.

[Signature page follows]

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IN WITNESS WHEREOF, Borrower has duly executed this Senior Secured Bridge Note as of the date first written above.

BORROWER:

UMAMI SUSTAINABLE SEAFOOD INC.

By:

Name: Oli Valur Steindorsson

Title:  President and Chief Executive Officer

Address:

1230 Columbia Street, Suite 1100

San Diego, CA 92101

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Exhibit B

Amendment to the Baja Subsidiary Security Agreement

See Attached

EX-10.23

EXECUTION VERSION

CREDIT AGREEMENT

dated as of

August 26, 2011

among

UMAMI SUSTAINABLE SEAFOOD INC.

and

BAJA AQUA-FARMS, S.A. DE C.V.,

as Borrowers

The Lenders Party Hereto

and

AMERRA CAPITAL MANAGEMENT, LLC

as Administrative Agent

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions		1
SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Terms Generally	15
SECTION 1.03.	Accounting Terms; GAAP	15
ARTICLE II
The Loans		16
SECTION 2.01.	Commitment	16
SECTION 2.02.	Loans and Borrowings	16
SECTION 2.03.	Request for Borrowings	16
SECTION 2.04.	Funding of Borrowings	17
SECTION 2.05.	Termination or Reduction of Commitments	17
SECTION 2.06.	Repayment of Loans; Evidence of Debt	17
SECTION 2.07.	Voluntary and Mandatory Prepayments of Loans	18
SECTION 2.08.	Interest	19
SECTION 2.09.	Increased Costs	19
SECTION 2.10.	Break Funding Payments	20
SECTION 2.11.	Taxes	20
SECTION 2.12.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	23
SECTION 2.13.	Mitigation Obligations	24
ARTICLE III
Representations and Warranties		24
SECTION 3.01.	Organization; Powers	24
SECTION 3.02.	Authorization; Enforceability	24
SECTION 3.03.	Governmental Approvals; No Conflicts	25
SECTION 3.04.	Financial Condition; No Material Adverse Change	25
SECTION 3.05.	Properties	25
SECTION 3.06.	Litigation and Environmental Matters	26
SECTION 3.07.	Compliance with Laws and Agreements	26
SECTION 3.08.	Investment Company Status	26
SECTION 3.09.	Taxes	26
SECTION 3.10.	ERISA	26

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SECTION 3.11.	Disclosure	27
SECTION 3.12.	Product and Pledged Inventory	27
ARTICLE IV
Conditions		27
SECTION 4.01.	Effective Date	27
SECTION 4.02.	Each Credit Event	30
ARTICLE V
Affirmative Covenants		30
SECTION 5.01.	Financial Statements; Other Information	30
SECTION 5.02.	Notices of Material Events	31
SECTION 5.03.	Existence; Conduct of Business	32
SECTION 5.04.	Payment of Obligations	32
SECTION 5.05.	Maintenance of Properties; Insurance	32
SECTION 5.06.	Books and Records; Inspection Rights	33
SECTION 5.07.	Compliance with Laws	33
SECTION 5.08.	Use of Proceeds	33
SECTION 5.09.	Assignment of Export Contracts	33
SECTION 5.10.	Collateral Account	33
SECTION 5.11.	Corporate Proceedings	34
SECTION 5.12.	Request of Waivers/Authorizations	34
SECTION 5.13.	Termination with BBVA	35
ARTICLE VI
Negative Covenants		35
SECTION 6.01.	Indebtedness	35
SECTION 6.02.	Liens	37
SECTION 6.03.	Fundamental Changes	37
SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	38
SECTION 6.05.	Restricted Payments	39
SECTION 6.06.	Transactions with Affiliates	39
SECTION 6.07.	Restrictive Agreements	39
SECTION 6.08.	Financial Covenants	40
ARTICLE VII
Events of Default		41

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ARTICLE VIII
The Administrative Agent		43
ARTICLE IX
Miscellaneous		45
SECTION 9.01.	Notices	45
SECTION 9.02.	Waivers; Amendments	46
SECTION 9.03.	Expenses; Indemnity; Damage Waiver	47
SECTION 9.04.	Successors and Assigns	48
SECTION 9.05.	Survival	51
SECTION 9.06.	Counterparts; Integration; Effectiveness	51
SECTION 9.07.	Severability	51
SECTION 9.08.	Right of Set-off	51
SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	52
SECTION 9.10.	Judgment Currency	53
SECTION 9.11.	Immunity	53
SECTION 9.12.	WAIVER OF JURY TRIAL	54
SECTION 9.13.	Headings	54
SECTION 9.14.	Confidentiality	54
SECTION 9.15.	Interest Rate Limitation	55
SECTION 9.16.	USA PATRIOT Act	55
SECTION 9.17.	Entire Agreement	55
SECTION 9.18.	No Fiduciary Duty	56

SCHEDULES:

Schedule 2.01 — Commitments

Schedule 3.06 — Disclosed Matters

Schedule 3.09 — Taxes

Schedule 6.01 — Existing Indebtedness

Schedule 6.02 — Existing Liens

Schedule 6.07 — Existing Restrictions

Schedule A — Excluded Mexican Borrower Assets

EXHIBITS:

Exhibit A —	Form of Assignment and Assumption
Exhibit B —	Form of Note
Exhibit C —	Form of Guarantee Agreement
Exhibit D-1 —	Form of US Borrower Security Agreement
Exhibit D-2 —	Forms of Mexican Security Agreement

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Exhibit D-3 —	Form of Pledge Agreement
Exhibit D-4 —	Form of Kali Security Agreement
Exhibit E —	Form of Subordination Agreement
Exhibit F —	Form of Warrant
Exhibit G —	Form of Management Rights Letter
Exhibit H-1 —	Form of Opinion of Borrower’s New York Counsel
Exhibit H-2 —	Form of Opinion of Icelandic Counsel
Exhibit H-3 —	Form of Opinion of Croatian Counsel
Exhibit H-4 —	Form of Opinion of Mexican Counsel
Exhibit H-5 —	Form of Opinion of Nevada Counsel
Exhibit I —	Form of Original Issue Discount Letter

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CREDIT AGREEMENT dated as of August 26, 2011 by and among UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation (the “US Borrower”); BAJA AQUA-FARMS, S.A. DE C.V., a Mexican corporation (the “Mexican Borrower”); the LENDERS party hereto; and AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent.

WHEREAS, the Borrowers have requested that the Lenders provide extensions of credit to the Borrowers to refinance certain existing Indebtedness of the US Borrower and to finance the general working capital needs of the Mexican Borrower in connection with its tuna farming operations;

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

ARTICLE I

Definitions

SECTION 1.01.   Defined Terms .  As used in this Agreement, the following terms have the meanings specified below:

“Administrative Agent” means AMERRA Capital Management, LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lenders hereunder.

“Administrative Questionnaire” means an administrative questionnaire, in a form supplied by the Administrative Agent and provided to the Borrowers.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” means this Credit Agreement.

“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment.  If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

“Applicable Advance Rate” means, at any time, fifty percent (50%) of the lesser of (A) the then fair market value of the Pledged Inventory as determined in the sole discretion of the Administrative Agent and (B) the Insured Value of the Pledged Inventory.

“Applicable EC Rate” means, at any time, sixty-seven percent (67%) of the Export Contract Value.

“Approved Fund” has the meaning assigned to such term in Section 9.04.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Atlantis Guarantor” means The Atlantis Group hf, an Icelandic corporation.

“Atlantis Pledge Agreement” means the pledge agreement made by Atlantis Guarantor in favor of the Administrative Agent, for benefit of the Lenders, substantially in the form of Exhibit D-3 hereto, pursuant to which Atlantis Guarantor shall grant a Lien upon the collateral security to secure the payment of the Secured Obligations referred to therein, as amended, supplemented or otherwise modified and in effect from time to time.

“Atlantis Security Documents” means, collectively, the Atlantis Pledge Agreement and all related documents, including but not limited to financing statements, which are required thereby to be filed with respect to the security interests in personal property created pursuant to the Atlantis Pledge Agreement.

“Aurora Guarantor” means Aurora Investments ehf, an Icelandic corporation.

“BBVA” means BBVA Bancomer, Sociedad Anónima, a Mexican Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer.

“BBVA Credit Agreement” has the meaning assigned to such term in Section 5.12.

“BBVA Waiver” has the meaning assigned to such term in Section 5.12.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” means the US Borrower or the Mexican Borrower, as the context may require, and “Borrowers” means, collectively, the US Borrower and the Mexican Borrower.

“Borrowing” means a borrowing consisting of simultaneous Loans made by each of the Lenders pursuant to Section 2.01.

“Borrowing Request” means a request by either Borrower for a Borrowing in accordance with Section 2.03.

“Business Day” means any day that is not a Saturday, Sunday or other day on which registered broker-dealers or commercial banks in New York City are authorized or required by law to remain closed.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP or Mexican GAAP, as may be the case, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP or Mexican GAAP, as may be the case.

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“Certificate of Exemption” has the meaning assigned to such term in Section 2.11.

“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than (i) fifty-one percent (51%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of any Loan Party (other than Atlantis) or (ii) thirty-nine percent (39%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Atlantis (other than Equity Interests owned by Oli Valur Steindorsson); (b) occupation of a majority of the seats with the power to vote (other than vacant seats) on the board of directors of any Loan Party (other than Atlantis) by Persons who were neither (i) nominated by the board of directors thereof, as the case may be, nor (ii) appointed by directors so nominated; (c) the acquisition of direct or indirect Control of any Loan Party (other than Atlantis) by any Person or group; or (d) the failure (whether voluntary or involuntary) of Oli Valur Steindorsson to be directly or indirectly the beneficial owner of at least forty percent (40%) of all outstanding Equity Interests of Atlantis.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.09, by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral Account” means any non-interest bearing deposit account maintained in the name of the Administrative Agent for benefit of the Lenders.

“Commitment” means, with respect to each Lender, the obligation of such Lender to make Loans hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.05, and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04.  The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable.  The aggregate amount of the Lenders’ Commitments is $8,500,000.

“Commitment Reduction” has the meaning assigned to such term in Section 2.01.

“Commitment Termination Date” means the day falling thirty (30) days after the Effective Date.

“Compliance Certificate” means a certificate of a Financial Officer of the US Borrower or the Mexican Borrower, as the case may be, certifying as to compliance with all covenants under the Loan Documents, including borrowing base calculations relating to the Pledged Inventory and a report setting forth the insurance coverage constituting the Insured Value of the Pledged Inventory, together with evidence of then current insurance coverage.

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“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans at such time.

“Current Ratio” means, as of any date of determination, (i) for the US Borrower, the current assets of the US Borrower and its subsidiaries on a consolidated basis divided by the current liabilities of the US Borrower and its subsidiaries on a consolidated basis, determined on that date in accordance with GAAP; and (ii) for the Mexican Borrower, the current assets of the Mexican Borrower divided by the current liabilities of the Mexican Borrower, determined on that date in accordance with Mexican GAAP.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Disclosed Matters” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

“Dollars” or “USD” or “$” refers to lawful money of the United States of America.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Loan Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests“ means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the US Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the US Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the US Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the US Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the US Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Event of Default” has the meaning assigned to such term in Article VII.

“Excluded Mexican Borrower Assets” means the assets listed on Schedule A attached hereto.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder or any other Loan Document, (a) income or franchise taxes imposed on (or measured by) its net income  by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or imposed as a result of a present or former connection between any such recipient and the jurisdiction imposing such tax (other than connections arising from such recipient having executed, delivered, become a party to and/or performed its obligations hereunder or any Loan Document, received payments hereunder or any Loan Document, received or perfected a security interest hereunder or any Loan Document, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document) or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above, (c) any withholding tax (other than Mexican Withholding Taxes) that is imposed on amounts payable to a Lender at the time such Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Lender’s failure to comply with Section 2.11(e), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the applicable Borrower with respect to such withholding tax pursuant to Section 2.11(a) and (d) any taxes imposed pursuant to FATCA.

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“Export Contract” means, collectively, those purchase or sale contracts between the purchaser therein described and the Mexican Borrower or Kali, as the case may be, pursuant to which the Mexican Borrower or Kali, as may be applicable, shall agree to supply the Product to such purchaser.

“Export Contract Value” means the then fair market value of the Product made subject to any Export Contract and assigned to the Administrative Agent, as determined in the sole discretion of the Administrative Agent.

“FATCA” mean Sections 1471 through 1474 of the Code and any applicable Treasury Regulations promulgated thereunder or published administrative guidance implementing such sections.

"Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Financial Officer” means, with respect to any of the Loan Parties, the chief financial officer, principal accounting officer, treasurer or controller thereof.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than (i) the United States of America (in case of Loans made to the US Borrower) or (ii) the United Mexican States (in the case of Loans made to the Mexican Borrower).  For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“GAAP” means generally accepted accounting principles in the United States of America.

“Governmental Authority” means the government of the United States of America, the United Mexican States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

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“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guarantee Agreement” means any guarantee agreement, substantially in the form of Exhibit C hereto, pursuant to which each Guarantor shall guarantee the Guaranteed Obligations referred to therein, as amended, supplemented or otherwise modified and in effect from time to time.

“Guarantors” means, collectively, Atlantis Guarantor, Aurora Guarantor, Oceanic Guarantor, Oli Valur Steindorsson, an individual residing at 1115 Majestad, Chula Vista, California 91910, and any other subsidiary that becomes a guarantor pursuant to Section 6.04(b).

“Hazardous Materials”  means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

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“Indemnified Taxes” means Taxes other than Excluded Taxes and Other Taxes.

“Insured Value” means, at any time with respect to the Pledged Inventory, the stated value set forth on the insurance coverage relating thereto as such is then maintained by the Loan Parties.

“Intangible Assets” means assets that are considered to be intangible assets under GAAP or Mexican GAAP, as may be the case, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount, capitalized research and development costs, fishing concessions and deferred financing costs.

“Kali” means Kali Tuna d.o.o., a Croatian  corporation.

“Kali Security Agreement” means the security agreement made by Kali in favor of each Lender, substantially in the form of Exhibit D-4 hereto, pursuant to which Kali shall grant a Lien upon the collateral security to secure the payment of the Secured Obligations referred to therein, as amended, supplemented or otherwise modified and in effect from time to time.

“Kali Security Documents” means, collectively, the Kali Security Agreement, and all financing statements (or equivalent documents) required thereby to be filed with respect to the security interests in personal property created pursuant to the Kali Security Agreement.

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“LIBO Rate” means the London interbank offered rate published by Reuters (or other commercially available source providing quotations of British Bankers Association LIBOR Rate as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, on the Effective Date and thereafter on each one-month anniversary thereof, applicable to Dollar deposits in the approximate amount of the aggregate principal amount of the Loans and having a maturity comparable to one (1) year.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, assignment, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset, (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities (other than preference rights which a shareholder of any Person may hold for the purchase of shares to be sold by another shareholder in such Person), and (d) in the case of the Mexican Borrower, a “generic lien” with respect to its assets.

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“Loan” means an extension of credit made by the Lenders to either Borrower pursuant to this Agreement.

“Loan Documents” means, collectively, this Agreement, each Note, each Guarantee Agreement, the Security Documents, each Subordination Agreement and the Warrant Documents.

“Loan Parties” means, collectively, the Borrowers, each Guarantor and each Affiliate of the Borrowers providing a Lien with respect to personal property in favor of the Administrative Agent hereunder.

“Management Rights Letter” means the letter agreement, substantially in the form of Exhibit G hereto, pursuant to which the Borrowers shall grant to the Administrative Agent certain rights to access and information disclosure.

“Marpesca” means Marpesca, S.A. de C.V., a Mexican corporation.

“Marpesca Shares Pledge Agreement” means any of the security agreements entered into by the Mexican Borrower pledging its interest in forty-nine percent (49%) of the Equity Interests in Marpesca in favor of the Administrative Agent, for benefit of the Lenders, substantially in the form of Exhibit D-2, or otherwise in form and substance satisfactory to the Administrative Agent, pursuant to which such holders shall grant a Lien upon the collateral security to secure the payment of the Secured Obligations referred to therein, as amended, supplemented or otherwise modified and in effect from time to time.

“Marpesca Security Documents” means, collectively, each of the Marpesca Shares Pledge Agreements and all related documents, including but not limited to financing statements, which are required thereby to be filed with respect to the security interests in personal property created pursuant to any Marpesca Shares Pledge Agreement.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Borrowers, (b) the ability of any of the Loan Parties to perform any of their respective obligations under this Agreement or any of the other Loan Documents, or (c) the rights of or benefits available to the Lenders under this Agreement or the other Loan Documents.

“Material Indebtedness” means Indebtedness (other than the Loans) of any one or more of the Loan Parties in an aggregate principal amount exceeding $500,000.

“Mexican Borrower” means Baja Aqua-Farms, S.A. de C.V., a corporation organized under the United Mexican States.

“Mexican GAAP” means generally accepted accounting principles in the United Mexican States.

“Mexican Security Agreement” means any of the security agreements made by the Mexican Borrower in favor of the Administrative Agent, for benefit of the Lenders, (i) substantially in the form of Exhibit D-2 hereto, pursuant to which the Mexican Borrower shall grant a Lien upon the collateral security to secure the payment of the Secured Obligations referred to therein, which property of the Mexican Borrower to be so pledged shall include the Product together with any and all equipment that is necessary for the production or transport thereof, as amended, supplemented or otherwise modified and in effect from time to time.

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“Mexican Security Documents” means, collectively, each of the Mexican Security Agreements and all related documents, including but not limited to financing statements, which are required thereby to be filed with respect to the security interests in personal property created pursuant to any Mexican Security Agreement.

“Mexican Withholding Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority domiciled in the United Mexican States.

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“MXN” refers to lawful money of the United Mexican States.

“Net Working Capital” means, as of any date of determination, (i) for the US Borrower, the current assets of the US Borrower and its subsidiaries on a consolidated basis less the current liabilities of the US Borrower and its subsidiaries on a consolidated basis, determined on that date in accordance with GAAP; and (ii) for the Mexican Borrower, the current assets of the Mexican Borrower less the current liabilities of the Mexican Borrower, determined on that date in accordance with Mexican GAAP.

“Note” means each promissory note of the Borrowers, substantially in the form of Exhibit B hereto, delivered to the Administrative Agent in accordance with Section 2.06.

“Oceanic Guarantor” means Oceanic Enterprises, Inc., a California corporation.

“Original Issue Discount Letter” means the letter agreement, substantially in the form of Exhibit I hereto, pursuant to which each Note shall be issued with original issue discount as described therein.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising.  Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, charges, expenses, fees, original issuance discount, fees and expenses of counsel, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

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“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

“Participant” has the meaning set forth in Section 9.04.

“Participant Register” has the meaning set forth in Section 9.04.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Permitted Encumbrances” means:

(a)           Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

(b)          carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 30 days or are being contested in compliance with Section 5.04;

(c)           pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d)           deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e)           judgment Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;

(f)           easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the relevant Borrower or any subsidiary thereof;

(g) other statutory Liens incidental to the conduct of its business by the relevant Borrower or any subsidiary thereof or the ownership of its property and assets that (i) were not incurred in connection with the incurring of Indebtedness or the obtaining of advances or credit, and (ii) do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;

(h) Liens on property or assets of a subsidiary to secure obligations of such subsidiary to a Borrower, but only with the prior written consent of the Administrative Agent;

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(i) any Lien granted to Administrative Agent, for the benefit of the Lenders; and

(j) Liens incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, relating to employees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto are maintained on the books in conformity with GAAP.

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness that is not expressly permitted under this Agreement.

“Permitted Investments” means:

(a)           direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b)           investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c)           investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d)           fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e)           money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the US Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

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“Pledged Inventory” means the Product owned by the Loan Parties and pledged as collateral security to the Administrative Agent for benefit of the Lenders pursuant to the Security Documents.

“Prepayment Amount” means, with respect to any repayment or prepayment of a Loan on a day prior to the Termination Date other than as provided under Section 2.06(a) and Section 2.07(c), one hundred and one percent (101%) of the principal amount so prepaid.

“Product” means pacific bluefin tuna, more specifically described as Thunnus orientalis, and northern bluefin tuna, more specifically described as Thunnus thynnus.

“Register” has the meaning set forth in Section 9.04.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Required Lenders” means, at any time, Lenders having Credit Exposures and unused Commitments representing at least fifty-one percent (51%) of the sum of the total Credit Exposures and unused Commitments at such time.

“Restricted Payment” means (i) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in either Borrower, (ii) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in either Borrower, or that relates to a shareholder or director capacity with respect to either Borrower (such as management fees, extensions of credit or consulting fees), or (iii) any option, warrant or other right to acquire any such Equity Interests in either Borrower.

“Security Documents” means, collectively the Kali Security Documents, the Atlantis Pledge Agreement, the Mexican Security Documents, the Marpesca Security Documents, the US Borrower Security Agreement, any other document pursuant to which any Lien is granted or perfected by any Loan Party to the Administrative Agent as security for the Loans or any other obligations under the Loan Documents and all Uniform Commercial Code financing statements (or equivalent documents) required to be filed with respect to the security interests in personal property created pursuant to the US Borrower Security Agreement or other aforementioned document.

“S&P” means Standard & Poor’s.

“Subordinated Indebtedness” means, collectively, Indebtedness for which either Borrower is directly and primarily liable and which is made subject to a Subordination Agreement.

“Subordination Agreement” means any subordination agreement, substantially in the form of Exhibit E hereto, pursuant to which the parties thereto shall agree to the subordination of Indebtedness owed by either Borrower on terms and conditions acceptable to the Administrative Agent and the Lenders, in their sole discretion, as amended, supplemented or otherwise modified and in effect from time to time.

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“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Tangible Net Worth” means, as of any date of determination, (i) for the US Borrower, shareholders’ equity of the US Borrower and its subsidiaries on a consolidated basis minus the Intangible Assets of the US Borrower and its subsidiaries on a consolidated basis, determined on that date in accordance with GAAP; and (ii) for the Mexican Borrower, shareholders’ equity of the Mexican Borrower minus the Intangible Assets of the Mexican Borrower, determined on that date in accordance with Mexican GAAP.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Termination Date” means April 2, 2012.

“Total Liabilities” means, as of any date of determination, (i) for the US Borrower, all liabilities of the US Borrower and its subsidiaries on a consolidated basis, determined on that date in accordance with GAAP; and (ii) for the Mexican Borrower, all liabilities of the Mexican Borrower determined on that date in accordance with Mexican GAAP.

“Transactions” means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans, and the use of the proceeds thereof.

“US Borrower” means Umami Sustainable Seafood Inc., a Nevada corporation.

“US Borrower Security Agreement” means the security agreement made by the US Borrower in favor of the Administrative Agent, for benefit of the Lenders, substantially in the form of Exhibit D-1 hereto, pursuant to which the US Borrower shall grant a Lien upon the collateral security to secure the payment of the Secured Obligations referred to therein, as amended, supplemented or otherwise modified and in effect from time to time.

“US Borrower Security Documents” means, collectively, the US Borrower Security Agreement and all related documents, including but not limited to financing statements, which are required thereby to be filed with respect to the security interests in personal property created pursuant to the US Borrower Security Agreement.

“Warrant” means each Warrant Certificate dated August 26, 2011 and issued to a Lender substantially in the form of Exhibit F hereto, pursuant to which the Lenders collectively shall have the right to acquire 500,000 ordinary shares of the US Borrower, as amended, supplemented or otherwise modified and in effect from time to time.

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“Warrant Documents” means, collectively, each Warrant Purchase Agreement and each Warrant.

“Warrant Purchase Agreement” means each Warrant Purchase Agreement between the US Borrower and the Lenders, pursuant to which the Lenders shall agree to the purchase of the Warrants from the US Borrower.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02.       Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.03.       Accounting Terms; GAAP.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP or Mexican GAAP, as the case may be, as in effect from time to time; provided that, if the Borrowers notify the Administrative Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP, Mexican GAAP, or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP, Mexican GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP or Mexican GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision  amended in accordance herewith.

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ARTICLE II

The Loans

SECTION 2.01.       Commitment.  Subject to the terms and conditions set forth herein, each Lender severally agrees to make Loans to the Borrowers on or after the Effective Date, but prior to the Commitment Termination Date, in an aggregate principal amount that will not result in such Lender’s Credit Exposure exceeding such Lender’s Commitment; provided, however, the aggregate amount of the Lenders’ Commitments shall be reduced by an amount equal to $2,150,000 (the “Commitment Reduction”) in the event that (a) the BBVA Waiver has not been obtained by the Borrowers pursuant to Section 5.12, or (b) absent the delivery of the BBVA Waiver by the Borrowers, the financing by the Lenders or their Affiliates and the related termination of the BBVA Credit Agreement contemplated under Section 5.13 fail to occur by October 31, 2011.  Amounts borrowed under this Section and repaid or prepaid may not be re-borrowed.

SECTION 2.02.       Loans and Borrowings.  (a)  Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments.  The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b)           Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of either Borrower to repay such Loan in accordance with the terms of this Agreement.

SECTION 2.03.       Request for Borrowings.  To request a Borrowing, the relevant Borrower shall notify the Administrative Agent of such request by telephone or email not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing.  Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the relevant Borrower.  Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i)            the aggregate amount of the requested Borrowing;

(ii)           the date of such Borrowing, which shall be a Business Day;

(iii)          the location and number of the Borrower’s account to which funds are to be disbursed; and

(iv)          such other information as may be requested by the Administrative Agent.

The Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

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SECTION 2.04.       Funding of Borrowings.  (a)  Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders.  The Administrative Agent will make such Loans available to the relevant Borrower by promptly crediting the amounts so received, in like funds, to an account of the relevant Borrower maintained with a financial institution reasonably acceptable to the Administrative Agent in New York City and designated by the relevant Borrower in the applicable Borrowing Request.

(b)           Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the relevant Borrower a corresponding amount.  In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the relevant Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the relevant Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the relevant Borrower, the interest rate applicable to the Loans funded in connection with such Borrowing.  If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.05.       Termination or Reduction of Commitments.  Unless previously terminated, the Commitments shall terminate on the Commitment Termination Date.  The Commitments shall be automatically reduced by an amount equal to the Commitment Reduction upon the occurrence of any event described in the proviso of  Section 2.01.

SECTION 2.06.       Repayment of Loans; Evidence of Debt.  (a) Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Termination Date; provided, the Borrowers shall make four (4) repayments of such unpaid principal amount of the Loans then outstanding as follows: $1,500,000 on November 30, 2011; $1,500,000 on December 31, 2011; $1,500,000 on January 31, 2012 and $2,000,000 on February 29, 2012.

(b)           Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c)           The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, (ii) based on the information provided by the Lenders, the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

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(d)           The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall constitute, absent manifest error, prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.

(e)           The Loans shall be evidenced by one or more promissory notes of the Borrowers payable to the Administrative Agent for the account of the Lenders in a total principal amount equal to the amount of the aggregate Commitments as originally in effect or such lesser amount as may then be applicable.  Each Note shall be dated the date of the delivery of such Note to the Administrative Agent.  Each of the Administrative Agent and each Lender hereby agree that it shall not (a) take any illegal action with respect to the enforcement of its rights under any Note or (b) enforce its rights in any jurisdiction through legal action or otherwise to collect any amounts owed under any Note to the extent such amounts have been paid by the Borrowers to the Administrative Agent for the account of the Lenders and  not returned to the Borrowers for any reason.  Each of the Administrative Agent and each Lender hereby acknowledge that the Notes are governed by Mexican law.

SECTION 2.07.       Voluntary and Mandatory Prepayments of Loans.  (a)  The Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided, on the date of prepayment, the Borrowers agree that the Loans then being prepaid shall be deemed to have been called by the Lenders, and the Borrowers shall pay to the Administrative Agent for benefit of the Lenders the related Prepayment Amount relating to such Loans; provided, however, that no Prepayment Amount shall be payable in connection with any prepayment (i) from the proceeds of any Export Contract or (ii) occurring within fifteen (15) days of the Termination Date.

(b)          The Borrowers shall notify the Administrative Agent by telephone (confirmed by facsimile) or email of any prepayment hereunder not later than 11:00 a.m., New York City time, two (2) Business Days before the date of prepayment.  Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid.  Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof.  Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.  Prepayments shall be accompanied by accrued interest to the extent required by Section 2.09.

(c)           In the event that the aggregate principal amount of the Loans then outstanding shall at any time exceed either the Applicable Advance Rate or the Applicable EC Rate, the Borrowers shall within three (3) days thereof prepay the Loans in an amount which would result in compliance with Section 6.08(d) or (e), as the case may be.

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(d)           In the event the insurance policies maintained by the Borrowers with respect to the Pledged Inventory shall cease to be available in sufficient coverage amounts at any time, as such may be determined by the Administrative Agent in its sole discretion, the Borrowers shall within five (5) days of notice thereof from the Administrative Agent prepay the then outstanding principal amount of the Loans.

SECTION 2.08.       Interest.  (a)  The Loans shall bear interest at the LIBO Rate plus eleven percent (11%) per annum; provided, however, in the event the BBVA Waiver has not been obtained by the Borrowers within thirty (30) days from the Effective Date, the Loans shall bear interest at the LIBO Rate plus twelve percent (12%) per annum.

(b)           Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to two percent (2%) plus the rate provided in paragraph (a) of this Section.

(c)           Accrued interest on each Loan shall be payable monthly in arrears on the last Business Day of each month and on the Termination Date for such Loan; provided that (i) interest accrued pursuant to paragraph (b) of this Section shall be payable on demand, and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(d)           All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  The LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.09.       Increased Costs.  (a)  If any Change in Law shall:

(i)           impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender; or

(ii)           impose on any Lender any other condition affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)           If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

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(c)           A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender, its holding company or its Affiliate, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrowers and shall be conclusive absent manifest error.  The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)           Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.10.       Break Funding Payments.  In the event of the failure to borrow or prepay any Loan on the date specified in any notice delivered pursuant hereto, then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event.  A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrowers and shall be conclusive absent manifest error.  The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

SECTION 2.11.       Taxes.  (a)  Any and all payments by or on account of any obligation of any Borrower hereunder or any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if such Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions, and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)           In addition, the applicable Borrower shall pay any Other Taxes (except to the extent already paid under clause (a) above) to the relevant Governmental Authority in accordance with applicable law.

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(c)           The applicable Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of such Borrower hereunder or any other Loan Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)           As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Borrower to a Governmental Authority, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)           Lender Deliverables.

(i)           Each Lender shall deliver to the relevant Borrower and to the Administrative Agent, upon the written request of the applicable Borrower, such completed and executed documentation prescribed by applicable laws or by the Governmental Authorities of any jurisdiction, including the United Mexican States, and such other reasonably requested information as will permit the Borrowers or the Administrative Agent, as the case may be, to determine (A) whether or  not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction in respect of such Taxes and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Agreement or any other Loan Document or otherwise to establish such Lender’s status for Tax purposes in the applicable jurisdiction; provided, however, that this Section 2.11(e) shall only apply if the relevant Borrower shall have given such Lender timely written notice of such certification, information, document, reporting or other similar requirement at such time and in such manner as shall give such Lender a reasonable opportunity to comply with such request (or, if requested by the Lender, such Borrower shall have timely prepared and filed any such forms or documents on behalf of the Lender at such Borrower’s sole expense as shall be necessary to comply with such request) and such Lender shall not have determined in its sole opinion determined in good faith that compliance with such requirement would create a risk of unindemnified adverse consequences to such Lender or any of its Affiliates.

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(ii)           Without limiting the foregoing, with respect to Loans made to the US Borrower, each Lender that is not a Foreign Lender shall, on or before the date it becomes a party to this Agreement or any other Loan Document, deliver to the US Borrower and the Administrative Agent a complete and executed U.S. Internal Revenue Service Form W-9 certifying that such Lender is organized under the laws of the United States.  Each Foreign Lender with respect to Loans made to the US Borrower shall, on or before the date it becomes a party to this Agreement or any other Loan Document, deliver to the US Borrower and the Administrative Agent (a) two copies of a properly completed and duly executed U.S. Internal Revenue Service Form W 8-BEN, Form W-8IMY or Form W-8ECI, as applicable, or any subsequent versions thereof or successors thereto, together with any information required to be submitted with such form, certifying that such Foreign Lender is entitled to an exemption from U.S. federal withholding tax on all payments by Loan Parties under this Agreement and the other Loan Documents, and (b) in the case of a Foreign Lender with respect to Loans made to the US Borrower claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement, certification or document reasonably requested by the US Borrower or the Administrative Agent certifying that such Foreign Lender is entitled to such exemption from U.S. federal withholding tax on payments under any Loan Document (each document in (a) and (b) being referred to as a “Certificate of Exemption”).  In addition, each Foreign Lender with respect to Loans made to the US Borrower shall deliver a Certificate of Exemption promptly upon the obsolescence or invalidity of any Certificate of Exemption previously delivered by such Foreign Lender or upon the request of the US Borrower or the Administrative Agent.  Each Foreign Lender with respect to Loans made to the US Borrower shall promptly notify the US Borrower at any time it determines that such Lender is no longer in a position to provide any previously delivered Certificate of Exemption to the US Borrower and the Administrative Agent (or any other form of certification adopted by the U.S. taxing authorities for such purpose).  Notwithstanding any other provision of this subsection (e), a Foreign Lender with respect to Loans made to the US Borrower shall not be required to deliver any form, certificate or document pursuant to this subsection (e) that such Foreign Lender is not legally able to deliver; provided, however, that if a Foreign Lender with respect to Loans made to the US Borrower does not deliver a Certificate of Exemption or has previously delivered a Certificate of Exemption pursuant to this Section 2.11(e) but is no longer legally able to or otherwise does not provide a Certificate of Exemption in accordance with the terms hereof (other than by reason of a Change in Law), then such Foreign Lender shall not be entitled to any payment pursuant to Section 2.11(a) with respect to any Indemnified Taxes or Other Taxes that are attributable to such Foreign Lender’s inability or failure to deliver a Certificate of Exemption in accordance with the terms hereof.

(f)           If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Borrower or with respect to which such Borrower has paid additional amounts pursuant to this Section, it shall pay over such refund to the relevant Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the relevant Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the relevant Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority.  This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to such Borrower or any other Person, except as may be required by any Governmental Authority under applicable law.

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(g)           If a payment made to a Lender hereunder or under the other Loan Documents would be subject to United States federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable requirements of FATCA, such Lender shall deliver to the US Borrower and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the US Borrower or the Administrative Agent, such documentation prescribed by applicable law and such additional documentation reasonably requested by the US Borrower or the Administrative Agent as may be necessary for the US Borrower and the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

SECTION 2.12.       Payments Generally; Pro Rata Treatment; Sharing of Set-offs.  (a)  The Borrowers shall make each payment required to be made by it hereunder (whether of principal, interest, or fees, or of amounts payable under Section 2.09, 2.10 or 2.11, or otherwise) prior to 12:00 noon, New York City time, on the date when due, in immediately available funds, without set off or counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at its offices at 1185 Avenue of the Americas, New York, New York, except that payments pursuant to Sections 2.09, 2.10, 2.11 and 9.03 shall be made directly to the Persons entitled thereto.  The Administrative Agent shall only distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.  If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.  All payments hereunder shall be made in dollars.

(b)           If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c)           If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant.  Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

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SECTION 2.13.      Mitigation Obligations.  If any Lender requests compensation under Section 2.09, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.11, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.09 or 2.11, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

ARTICLE III

Representations and Warranties

Each Borrower represents and warrants to the Administrative Agent and the Lenders as of the date hereof that:

SECTION 3.01.       Organization; Powers.  Each of the Loan Parties is duly organized, validly existing, in good standing and in compliance under the laws of the jurisdiction of its organization, as well as its internal rules and regulations, including, but not limited to, its by-laws (or equivalent) and articles of incorporation (or equivalent), has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

SECTION 3.02.       Authorization; Enforceability.  The Transactions are within the corporate powers of the Loan Parties and have been duly authorized by all necessary corporate and, if required, stockholder action.  This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by the Loan Parties party thereto and constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of the Loan Parties party thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.  Further, each of the Loan Documents relating to the Mexican Borrower have been duly executed and delivered by the Mexican Borrower and constitutes a legal, valid and binding obligation of the Mexican Borrower.

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SECTION 3.03.       Governmental Approvals; No Conflicts.  The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Loan Parties or any order of any Governmental Authority, (c) will not violate or result in a default under any material indenture, agreement or other instrument binding upon the Loan Parties or their assets, or give rise to a right thereunder to require any payment to be made by the Loan Parties, and (d) will not result in the creation or imposition of any Lien on any asset of the Loan Parties except Permitted Encumbrances.  Further, all applicable concessions and licenses relating to either boating or fishing which are necessary for each of the Loan Parties to conduct its business as conducted on the date of this Agreement have been obtained or made and are in full force and effect.

SECTION 3.04.       Financial Condition; No Material Adverse Change.  (a)  The financial statements of the US Borrower included in the SEC Reports (as defined in the Warrant Purchaser Agreement) comply in all material respects with applicable accounting requirements and the rules and regulations of the Securities and Exchange Commission (or any successor body) with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements, the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, and fairly present in all material respects the consolidated financial position of the US Borrower and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

(b)           Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in Schedule 3.04 hereto or as set forth in the SEC Reports, there has been no event, occurrence or development that, individually or in the aggregate, has had or that would result in, or reasonably be expected to result in a Material Adverse Effect.

SECTION 3.05.      Properties.  (a)  Each of the Loan Parties has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

(b)           Each of the Loan Parties owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Loan Parties does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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SECTION 3.06.       Litigation and Environmental Matters.  (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any of the Loan Parties, threatened against or affecting any of the Loan Parties (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

(b)           Except for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, none of the Loan Parties (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any basis for any Environmental Liability.

(c)           There has been no change in the status of the Disclosed Matters that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

SECTION 3.07.       Compliance with Laws and Agreements.  Each of the Loan Parties is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.  As of the date hereof, no Default has occurred and is continuing.

SECTION 3.08.       Investment Company Status.  None of the Loan Parties is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09.       Taxes.  Except as set forth on Schedule 3.09, each of the Loan Parties has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10.       ERISA.  No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.  The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $2,500,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $2,500,000 the fair market value of the assets of all such underfunded Plans.

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SECTION 3.11.       Disclosure.  The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any of the Loan Parties is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.  None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrowers to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, each Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

SECTION 3.12.       Product and Pledged Inventory.  All Pledged Inventory, is maintained and stored in top-quality condition and in good marketable, readily saleable condition, with no defects in title.

ARTICLE IV

Conditions

SECTION 4.01.       Effective Date.  The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a)           The Administrative Agent (or its counsel) shall have received from each party thereto a counterpart signed on behalf of such party of the following:

(i)            this Agreement;

(ii)           each Note;

(iii)          each Guarantee relating to each Guarantor;

(iv)          the US Borrower Security Documents;

(v)           the Mexican Security Documents;

(vi)          the Marpesca Security Documents;

(vii)         the Kali Security Documents;

(viii)        the Atlantis Security Documents;

(ix)           the Subordination Agreement relating to the Indebtedness of the US Borrower to Atlantis;

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(x)           the Subordination Agreement relating to the Indebtedness of the US Borrower to Aurora; and

(xi)          the Warrant Documents.

(b)           The Administrative Agent shall have received evidence, in form and substance satisfactory to the Required Lenders, that all filing and recording fees, stamp duties and taxes in connection with the Security Documents have been duly paid within the legally prescribed time to the relevant Governmental Authorities, if any, in each applicable jurisdiction, and (ii) that all Security Documents have been duly stamped, registered and recorded, as applicable, in each applicable jurisdiction (or the Lenders have received a legal opinion in form and substance satisfactory to the Administrative Agent from the Borrower’s counsel in such applicable jurisdiction that such Security Documents have been delivered, and are in proper form for, stamping, registration and recording, and upon the payment of any applicable fees, the applicable authority in such applicable jurisdiction will be obligated to stamp, register and record such Security Documents).

(c)           The Administrative Agent shall have received (i) evidence of the maintenance of all insurance required to be maintained by the Loan Parties pursuant to Section 5.05 and evidence that the Administrative Agent (on behalf of the Lenders) has been named an additional insured or loss payee under such insurance, and copies of all policies relating to such insurance and (ii) a Pledged Inventory report describing the Pledged Inventory existing on the Effective Date, in form and substance satisfactory to the Administrative Agent.

(d)           The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders) of:

(i) Loeb & Loeb LLP, special New York counsel for the Loan Parties, substantially in the form of Exhibit H-1,

(ii) Logos, special Icelandic counsel, substantially in the form of Exhibit H-2,

(iii) Wolf Theiss, special Croatian counsel, substantially in the form of Exhibit H-3,

(iv) Galicia Abogados, S.C., special Mexican counsel, substantially in the form of Exhibit H-4, and

(iv) Lionel Sawyer & Collins LLP, special Nevada counsel for the Loan Parties, substantially in the form of Exhibit H-5,

with each opinion also covering such other matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent shall reasonably request.  The Borrowers hereby requests each such counsel to deliver such opinion.

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(e)           The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

(f)           The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, Financial Officer or director of each Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

(g)           The Lenders shall have received, sufficiently in advance of the Effective Date, all documentation and other information that may be required by the Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

(h)           The Administrative Agent shall have received the Management Rights Letter dated the date hereof and signed by the President and/or director of each Borrower.

(i)            The Administrative Agent shall have received the Original Issue Discount Letter dated the date hereof and signed by the President and/or director of each Borrower.

(j)            The Administrative Agent shall have received all original certificates, if any, representing the pledged shares referred to in the Security Documents accompanied by undated share transfers executed and delivered in blank in form and substance satisfactory to the Administrative Agent.

(k)           Each Loan Party that is not incorporated or formed under, or a resident of, the United States shall have appointed the Process Agent in a manner satisfactory to the Administrative Agent and shall have furnished evidence in form and substance satisfactory to the Administrative Agent of such appointment and acceptance by such process agent to the Administrative Agent.

(l)            The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(m)          The Administrative Agent shall have received such other documents, filings, instruments and papers relating to the documents referred to herein and the Transactions as any Lender or counsel to the Administrative Agent shall reasonably request.

The Administrative Agent shall notify the Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

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SECTION 4.02.       Each Credit Event.  The obligation of each Lender to make a Loan on the occasion of any Borrowing, is subject to the satisfaction of the following conditions:

(a)           The representations and warranties of the Loan Parties set forth in this Agreement shall be true and correct on and as of the date of such Borrowing.

(b)           At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by each of the Borrower and the Guarantor on the date thereof as to the matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, each Borrower covenants and agrees with the Administrative Agent and the Lenders that:

SECTION 5.01.       Financial Statements; Other Information.  The Borrowers will furnish to the Administrative Agent and each Lender:

(a)           within ninety (90) days after the end of each fiscal year of the US Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of nationally recognized standing or otherwise acceptable to the Administrative Agent (without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the US Borrower and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b)           within forty five (45) days after the end of each of the first three (3) fiscal quarters of the US Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the US Borrower and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c)           within thirty (30) days after the end of each month of each fiscal year of each of the Mexican Borrower and Kali, commencing for the month ending August 31, 2011, its internally prepared financial management reports, certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of (i) the Mexican Borrower and its consolidated subsidiaries and (ii) Kali, and in each case such management reports shall be accompanied by a certified convenience translation to Dollars;

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(d)           within five (5) days after the end of each month of each fiscal year of the Borrowers, then current fish reports maintained by the Borrowers, Pledged Inventory reports for each of the related Loan Parties, a schedule as to secured Indebtedness then owed by the Loan Parties, any written communication with insurance carriers with respect to the Pledged Inventory, any written communication with fish insurance brokers and underwriters and a Compliance Certificate of the Borrowers with respect to such month;

(e)           concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the US Borrower (i) certifying as to whether a Default has occurred during the period covered by such financial statement and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) stating whether any change in GAAP or Mexican GAAP, as the case may be, or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(f)           promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the US Borrower with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be

(g)           promptly upon its issuance by the Mexican Borrower (and no more than two (2) days after each such issuance), a copy of any notice for a meeting of its shareholders or its board of directors, together with a detailed summary of any decisions proposed to be taken at any such meeting, and after any such meeting has taken place, a copy in due course of either: (i) the formalized version of the meeting with its registration data in the public registry of the corporate domicile of the Mexican Borrower or, if urgent to the Administrative Agent, a letter from the Notary Public certifying that it is in the process of registration, or (ii) a duly signed record of the meeting recorded in the relevant corporate registry book; and

(h)          promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of any of the Loan Parties, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request.

SECTION 5.02.       Notices of Material Events.  The US Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

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(a)           the occurrence of any Default;

(b)          the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting any of the Loan Parties that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c)           the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Loan Parties in an aggregate amount exceeding $500,000; and

(d)          any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the US Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03.       Existence; Conduct of Business.  Each of the Borrowers and the other subsidiaries of the US Borrower will, respectively, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.04.       Payment of Obligations.  Each of the Borrowers and the other subsidiaries of the US Borrower will, respectively, pay its obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the relevant Borrower or such Affiliate thereof has set aside on its books adequate reserves with respect thereto in accordance with GAAP or Mexican GAAP, as the case may be, and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05.       Maintenance of Properties; Insurance.  Each of the Borrowers and the other subsidiaries of the US Borrower will, respectively, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, setting forth thereon the Administrative Agent for benefit of the Lenders as “loss payee” or “co-insured” (as the case may be) and providing for not less than thirty (30) days’ prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance.

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SECTION 5.06.       Books and Records; Inspection Rights.  Each of the Borrowers and the other subsidiaries of the US Borrower will, respectively, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities.  Each of the Borrowers and the other subsidiaries of the US Borrower will, respectively, permit any representatives designated by the Administrative Agent or any Lender, upon at least two (2) days prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested.  Absent the occurrence and continuance of a Default, inspections shall not be conducted more than once in any fiscal quarter.

SECTION 5.07.       Compliance with Laws.  Each of the Borrowers and the other subsidiaries of the US Borrower will, respectively, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.08.       Use of Proceeds.  The proceeds of the Loans will be used solely (i) to re-finance certain existing Indebtedness of the US Borrower owed to UTA Capital LLC, a Delaware limited liability company in the original principal amount of $3,125,000, (ii) to finance the working capital needs of the Mexican Borrower relating to its farming operations with respect to the Product and (iii) to pay all fees and expenses incurred in connection with the consummation of the Transactions.  No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

SECTION 5.09.       Assignment of Export Contracts.  Upon execution, but in any event no later than September 30, 2011, the Mexican Borrower or Kali, as the case may be, will assign to the Administrative Agent for the benefit of the Lenders all right, title and interest to the proceeds relating to Export Contracts having an aggregate value thereunder of no less than $12,700,000, pursuant to assignment agreements that are in form and substance satisfactory to the Administrative Agent.

SECTION 5.10.       Collateral Account.

(a)           The Borrowers shall instruct and at all times direct each purchaser party to an Export Contract that has been assigned to the Administrative Agent to make all payments owing to the Borrower thereunder directly to the Collateral Account.  In the event that either Borrower receives any payments that should have been sent to the Collateral Account, such Borrower will, promptly upon receipt (and in any event within one Business Day of receipt), forward such payments directly to the Collateral Account.  Until so forwarded, such payments shall be held in trust for the benefit of the Administrative Agent.  If all Secured Obligations then due and payable shall have been paid in full, any balance remaining in the Collateral Account shall, upon the request of the Borrowers, be returned to an account of the Borrowers specified in writing by either Borrower or its successors or assigns or as a court of competent jurisdiction may direct.

(b)           The Collateral Account and the funds therein shall be under the exclusive dominion and control of the Administrative Agent, and neither Borrower nor any other Person shall be permitted to make withdrawals therefrom without the prior written consent of the Administrative Agent; provided, that the foregoing shall not prevent the Borrowers from receiving funds therein in accordance with Section 5.10(a); provided, further, if an Event of Default shall have occurred and be continuing, the Administrative Agent shall be entitled to apply such amounts in the Collateral Account to the obligations of the Borrowers hereunder in such order and manner as it shall determine in its sole discretion.

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SECTION 5.11.       Corporate Proceedings.  The Borrowers will permit a representative designated by the Administrative Agent (the “Observer”) to attend each meeting of its shareholders or board of directors, respectively, and will provide timely notice thereof to the Administrative Agent.  The Administrative Agent for themselves and on behalf of the Observer agree that the confidentiality provisions of any document or agreement binding on the Borrowers shall apply to materials and information received by the Observer.  Notwithstanding the foregoing, in the event that, in the reasonable judgment of any Borrower, the attendance of the Observer at a meeting or any portion thereof and/or the receipt of any materials or information would create a conflict of interest for the Administrative Agent or any Lender under this Agreement, the Observer shall abstain from participating in any such meeting or portion thereof or not be entitled to receipt of such materials and other information.

SECTION 5.12.       Request of Waivers/Authorizations.  (a)  The Borrowers shall within thirty (30) days of the Effective Date obtain from BBVA any and all authorizations and waivers, in form and substance satisfactory to the Administrative Agent (collectively, the “BBVA Waiver”), which are required to permit the Administrative Agent to be granted a pledge or mortgage, as the case may be, with respect to any and all assets of the Mexican Borrower which are not directly pledged as collateral security in connection with that certain credit agreement between the Mexican Borrower and BBVA (as in effect on the date hereof, the “BBVA Credit Agreement”), which agreement is referenced in Schedule 6.07 hereto.  Copies of the BBVA Waiver shall be promptly submitted by the Borrowers to the Administrative Agent, but in any event within twenty-four (24) hours after being obtained.  To the extent required under the BBVA Credit Agreement, the Borrowers shall cause the BBVA Waiver to incorporate therein the express consent of BBVA with respect to the Transactions.  For the avoidance of doubt, any breach of this Section 5.12(a) by the Borrowers shall not cause the occurrence of an Event of Default.

(b) Within three (3) days of the receipt of the BBVA Waiver, the Borrowers shall enter into such agreements, in form and substance satisfactory to the Administrative Agent, required to permit the Administrative Agent to be granted a pledge with respect to any and all assets of the Mexican Borrower which are not directly pledged as collateral security in connection with the BBVA Credit Agreement, other than the Excluded Mexican Borrower Assets.  The Mexican Borrower will cause such agreements to be properly notarized and filed for registration within twenty-four (24) hours after execution and promptly, but in any event within two (2) days of filing, provide evidence of such filing in form and substance satisfactory to the Administrative Agent.  The Mexican Borrower shall deliver evidence of the registration of each such agreement in form and substance satisfactory to the Administrative Agent within thirty (30) days of filing, or, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, but subject to advice from its legal counsel), an extended period of time agreed among the parties due to delays in registration that are not attributable to the Mexican Borrower.

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SECTION 5.13.       Termination with BBVA.  (a)  In the event any Lender or Affiliate thereof is willing to provide financing, on terms reasonably satisfactory to the Mexican Borrower, in an amount sufficient to repay the current Indebtedness outstanding under the BBVA Credit Agreement, the Mexican Borrower shall, in connection with the consummation of such financing, (i) terminate the BBVA Credit Agreement and obtain releases as to all assets of the Mexican Borrower pledged to BBVA as collateral security thereunder and (ii) promptly, but in any event within twenty-four (24 hours) after such termination, deliver to the Administrative Agent written evidence of the termination of the BBVA Credit Agreement and written certification from the financial warehouse which issued bonds under the BBVA Credit Agreement to the effect that such bonds have then been duly cancelled or have been cancelled and returned to the Mexican Borrower.

(b)  In the event the BBVA Credit Agreement is terminated in accordance with this Section, the Mexican Borrower shall, concurrently with such termination, pledge in favor of the Administrative Agent any and all assets of the Mexican Borrower which have been released upon such termination of the BBVA Credit Agreement.  The Mexican Borrower will cause the agreements pledging such assets to be properly notarized and filed for registration within twenty-four (24) hours after execution and promptly, but in any event within two (2) days of filing, provide evidence of such filing in form and substance satisfactory to the Administrative Agent.  The Mexican Borrower shall deliver evidence of the registration of each such agreement in form and substance satisfactory to the Administrative Agent within thirty (30) days of filing, or, with the prior consent of the Administrative Agent (such consent not to be unreasonably withheld, but subject to advice from its legal counsel), an extended period of time agreed among the parties due to delays in registration that are not attributable to the Mexican Borrower.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full, each Borrower covenants and agrees with the Administrative Agent and the Lenders that:

SECTION 6.01.       Indebtedness.  Each of the Borrowers and the other subsidiaries of the US Borrower will not, respectively, create, incur, assume or permit to exist any Indebtedness, except:

(a)           Indebtedness created hereunder;

(b)           Indebtedness existing on the date hereof and set forth in Schedule 6.01, including any Subordinated Indebtedness, and any extensions, renewals or replacements of any such Indebtedness, but only to the extent that the principal amount of such Indebtedness that is extended, renewed or replaced under this clause (b) does not increase after the date hereof;

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(c)           Indebtedness of either Borrower incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (c) shall not exceed $500,000 at any time outstanding;

(d)           Indebtedness of any Person (other than Guarantees by such Person of Indebtedness of others) that becomes a subsidiary of the US Borrower after the date hereof; provided that such Indebtedness exists at the time such Person becomes a subsidiary of the US Borrower and is not created in contemplation of or in connection with such Person becoming a subsidiary of the US Borrower;

(e)           Indebtedness of either Borrower as an account party in respect of trade letters of credit;

(f)            Subordinated Indebtedness;

(g)           Indebtedness arising from judgments or decrees not deemed to be an Event of Default under sub-section (k) of Article VII hereof;

(h)           Indebtedness acquired or assumed pursuant to an acquisition expressly permitted hereunder, which Indebtedness was in existence at the time of the consummation of such acquisition and not incurred in contemplation thereof (and any renewals, refinancings, and extensions thereof that do not increase the outstanding principal amount thereof and are otherwise on substantially similar terms to such existing Indebtedness);

(i)            Indebtedness arising in connection with endorsement of deeds and negotiable and other instruments for deposit and/or collection in the ordinary course of business;

(j)            Indebtedness consisting of the financing of insurance premiums arising in the ordinary course of business;

(k)           Indebtedness consisting of guarantees, indemnities or obligations in respect of purchase price adjustments, earn-outs or similar obligations in connection with the acquisition or disposition of assets of any Borrower otherwise permitted herein;

(l)            Indebtedness of either Borrower or Kali incurred to increase any biomass or to fund the harvesting of any biomass;

(m)          other secured Indebtedness in an aggregate principal amount not exceeding $5,000,000 at any time outstanding (and extensions, renewals and replacements of any such Indebtedness); and

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(n)           other unsecured Indebtedness in an aggregate principal amount not exceeding $500,000 at any time outstanding.

SECTION 6.02.       Liens.  Each of the Borrowers and the other subsidiaries of the US Borrower will not, respectively, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a)           Permitted Encumbrances;

(b)           any Lien on any property or asset of any of the Loan Parties existing on the date hereof and securing Indebtedness permitted by Section 6.01(b) and as set forth in Schedule 6.02 and Liens on replacements, extensions, renewals, refinancings of such Indebtedness (as permitted under Section 6.01(b)); provided that such Lien shall not apply to any other property or asset of any of the Loan Parties;

(c)           any Lien existing on any property or asset prior to the acquisition thereof by the US Borrower or existing on any property or asset of any Person that becomes a subsidiary of the US Borrower after the date hereof prior to the time such Person becomes such a subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a subsidiary of the US Borrower, as the case may be, (ii) such Lien shall not apply to any other property or assets of the US Borrower, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a subsidiary of the US Borrower, as the case may be;

(d)           Liens on fixed or capital assets acquired, constructed or improved by either Borrower; provided that (i) such security interests secure Indebtedness permitted by clause (c) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 70% of the cost of acquiring, constructing or improving such fixed or capital assets, and (iv) such security interests shall not apply to any other property or assets of the relevant Borrower, whether or not pledged as collateral security to the Administrative Agent; and

(e)           Liens on any biomass to secure Indebtedness permitted to be incurred pursuant to Section 6.01(l).

SECTION 6.03.       Fundamental Changes.  (a) Without the prior approval of the Required Lenders, the Borrowers and the other subsidiaries of the US Borrower will not, respectively, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of their respective subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, or perform any actions which may cause any of the above to occur, except for the following:

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(i)            a subsidiary of the US Borrower (other than Mexican Borrower) may merge with (i) a Borrower (provided that such Borrower shall be the continuing or surviving Person) or (ii) any other Loan Party (provided that such Loan Party shall be the continuing or surviving Person);

(ii)           with the prior written consent of the Administrative Agent, a subsidiary of the US Borrower (other than Mexican Borrower) may sell, lease, transfer or otherwise dispose of any of its assets to (i) a Borrower or (ii) any other Loan Party;

(iii)          with the prior written consent of the Administrative Agent, a subsidiary of the US Borrower (other than Mexican Borrower) may merge with or sell, lease, transfer or otherwise dispose of any of its assets to any other US subsidiary;

(iv)          leases of real property or subleases of real property that are made in the ordinary course of business and which do not interfere with its business,

(v)           licenses or sublicenses of intellectual property in the ordinary course of business; and

(vi)          dispositions of assets resulting from a casualty or condemnation event.

(b)           The Borrowers and the other subsidiaries of the US Borrower will not, respectively, engage to any material extent in any business other than businesses of the type conducted on the date of execution of this Agreement and businesses reasonably related thereto.  The Borrowers and the other Loan Parties will not amend their respective by-laws (or equivalent documents) to modify the corporate purpose as in existence on the date hereof without the consent of the Administrative Agent.

SECTION 6.04.       Investments, Loans, Advances, Guarantees and Acquisitions.  The Borrowers and the other subsidiaries of the US Borrower will not, respectively, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly owned subsidiary prior to such merger) any capital stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit, except:

(a)           Permitted Investments;

(b)           investments by any of such Loan Parties in the capital stock of their respective subsidiaries (i) existing on the date hereof or (ii) held or acquired after the date hereof, but in the case of clause (ii) solely to the extent approved by the Administrative Agent in its sole discretion and; provided that any newly acquired or created subsidiary shall have entered into a Guarantee Agreement and Security Documents satisfactory to the Administrative Agent;

(c)           Guarantees constituting Indebtedness permitted by Section 6.01;

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(d)           in the case of a merger, amalgamation or other combination including a Borrower, such Borrower shall be the surviving entity, the business to be acquired shall be similar or complementary to the lines of business of the Borrowers and so long as the Borrowers (i) have obtained the prior written consent of the Administrative Agent and (ii) shall be in full compliance in all material respects with the Loan Documents both prior to and after giving pro forma effect to such transaction; and

(e)           in the case of a merger, amalgamation or other combination including a Loan Party (other than a Borrower), such Loan Party shall be the surviving entity so long as the Borrowers (i) have obtained the prior written consent of the Administrative Agent and (ii) shall be in full compliance in all material respects with the Loan Documents both prior to and after giving pro forma effect to such transaction.

SECTION 6.05.       Restricted Payments.  The Borrowers will not declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrowers may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) subsidiaries of the Borrowers may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrowers may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers (but not to the extent such Restricted Payment may be characterized as a loan or a payment for any type of service to any shareholder or director of either Borrower), and (d) the US Borrower may make Restricted Payments in connection with the Warrant and in connection with any other warrant issued by the US Borrower.

SECTION 6.06.       Transactions with Affiliates.  The Borrowers and the other subsidiaries of the US Borrower will not, respectively, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the US Borrower and its subsidiaries not involving any other Affiliate, (c) any Restricted Payment permitted by Section 6.05 and (d) other transactions expressly permitted by this Agreement.

SECTION 6.07.       Restrictive Agreements.  The Borrowers and the other subsidiaries of the US Borrower will not, respectively, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrowers or the other subsidiaries of the US Borrower to create, incur or permit to exist any Lien upon any of its property or assets; or (b) the ability of any subsidiary of the US Borrower to pay dividends or other distributions with respect to any shares of its capital stock, or to make or repay loans or advances to the Borrowers or any other subsidiary of the US Borrower, or to Guarantee Indebtedness of the Borrowers or any other subsidiary of the US Borrower; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by this Agreement, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.07 (and any extension or renewal of, or any amendment or modification that does not expand the scope of, any such restriction or condition), (iii) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, and (iv) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

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SECTION 6.08.       Financial Covenants.

(a)           The US Borrower shall not:

(i)            Tangible Net Worth. Permit the Tangible Net Worth of the US Borrower to be less than US$21,000,000 at any time during the period beginning on the Effective Date.

(ii)           Maximum Leverage Ratio.  Permit the ratio of (i) the Total Liabilities of the US Borrower to (ii) the Tangible Net Worth of the US Borrower to be greater than 4.25 to 1.0 at any time beginning on the Effective Date.

(iii)           Minimum Current Ratio.  Permit the Current Ratio of the US Borrower to be less than 1.30 to 1.0 at any time beginning on the Effective Date.

(iv)           Working Capital.  Permit the Net Working Capital of the US Borrower to be less than US$16,000,000 at any time during the period beginning on the Effective Date.

(v)           Maximum Indebtedness.  Permit the Total Liabilities of the US Borrower to be more than US$85,000,000 at any time during the period beginning on the Effective Date.

(b)           The Mexican Borrower shall not:

(i)            Tangible Net Worth. Permit the Tangible Net Worth of the Mexican Borrower to be less than MXN 220,000,000 at any time during the period beginning on the Effective Date.

(ii)           Maximum Leverage Ratio.  Permit the ratio of (i) the Total Liabilities of the Mexican Borrower to (ii) the Tangible Net Worth of the Mexican Borrower to be greater than 1.0 to 1.0 at any time beginning on the Effective Date.

(iii)          Minimum Current Ratio.  Permit the Current Ratio of the Mexican Borrower to be less than 1.75 to 1.0 at any time beginning on the Effective Date.

(iv)          Working Capital.  Permit the Net Working Capital of the Mexican Borrower to be less than MXN 140,000,000 at any time during the period beginning on the Effective Date.

(v)           Maximum Indebtedness.  Permit the Total Liabilities of the Mexican Borrower to be more than MXN 200,000,000 at any time during the period beginning on the Effective Date.

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(c)           The Borrowers shall not:

(i)           Applicable Advance Rate.  Permit the aggregate principal amount of the Loans then outstanding at any time to exceed the Applicable Advance Rate.

(ii)           Applicable EC Rate.  Permit the aggregate principal amount of the Loans then outstanding at any time to exceed the Applicable EC Rate.

ARTICLE VII

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a)           either Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)           either Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days;

(c)           any representation or warranty made or deemed made by or on behalf of any of the Loan Parties in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect when made or deemed made;

(d)           either Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.01(f), 5.02, 5.03, 5.08, 5.09, 5.10, 5.11, 5.12(b) and 5.13(b) or in Article VI;

(e)           either Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article and in Section 5.12(a)) or any other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after notice thereof from the Administrative Agent to the Borrowers (which notice will be given at the request of any Lender);

(f)           either Borrower shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable;

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(g)           any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (following any required notice) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h)           an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any of the Loan Parties or its debts, or of a substantial part of its assets, under any  Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any of the Loan Parties or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

(i)           any of the Loan Parties shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any of the Loan Parties or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take any action for the purpose of effecting any of the foregoing;

(j)            any of the Loan Parties shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k)           one or more final judgments for the payment of money in an aggregate amount in excess of $500,000 shall be rendered against any of the Loan Parties and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any of the Loan Parties to enforce any such judgment;

(l)            an ERISA Event shall have occurred that, in the opinion of the Administrative Agent, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of any of the Loan Parties in an aggregate amount exceeding (i) $500,000 in any year or (ii) $500,000 for all periods;

(m)          a Change in Control shall occur;

(n)           any of the Security Documents shall cease to be in full force and effect, or shall cease in any material respect to grant to the Administrative Agent for benefit of the Lenders the rights, powers and privileges purported to be created thereby; or

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(o)           A Material Adverse Effect shall occur;

then, and in every such event (other than an event with respect to any of the Loan Parties described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrowers, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to any of the Loan Parties described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers.

ARTICLE VIII

The Administrative Agent

(a)           Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.  Each of the Lenders hereby grants to the Administrative Agent a commercial agency (comisión mercantil) for purposes of acting on its behalf as set forth herein.  Each of the Lenders acknowledges and agrees that execution hereof, and performance of the rights and obligations contemplated hereunder by the Administrative Agent, constitutes a commercial agency (comisión mercantil) pursuant to articles 273, 274 and other applicable provisions of the Mexican Commerce Code (Código de Comercio.

(b)           The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrowers or any subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

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(c)           The Administrative Agent shall not have any duties or obligations except those expressly set forth herein.  Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of the Loan Parties that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity.  The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct.  The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrowers or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

(d)           The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.  The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.  The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(e)           The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent.  The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties.  The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

(f)           Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrowers.  Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor.  If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a financial institution or an Affiliate thereof.  Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder.  The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor.  After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

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(g)           Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

ARTICLE IX

Miscellaneous

SECTION 9.01.       Notices.  (a)  Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:

(i)           if to the US Borrower, to it at 1230 Columbia Street Suite 440, Attention of the Chief Financial Officer (Facsimile No. 619.544.9178);

with a copy to:

Loeb & Loeb LLP, 345 Park Avenue, New York, New York 10154,Attention of Jeffrey Fried (Facsimile No. 212.208.4406);

(ii)           if to the Mexican Borrower, to it at Calle 12-211 Parque Industrial Fondeport, El Sauzal, Ensenada BC CP 22760, Attention of Benito Sarmiento (Facsimile No. 011 52 646 175 8562);

(iii)         if to the Administrative Agent, to AMERRA Capital Management, LLC, 1185 Avenue of the Americas, New York, New York 10036, Attention of Craig Tashjian, (Facsimile No. (212) 843-5949; Email: ctashjian@amerracapital.com); and

(iv)         if to any other Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.

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(b)           Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender.  The Administrative Agent or either Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c)           Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.  All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 9.02.       Waivers; Amendments.  (a)  No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement or consent to any departure by the Borrowers therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

(b)           Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) change Section 2.12(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, or (v) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the  written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent,.

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SECTION 9.03.       Expenses; Indemnity; Damage Waiver.  (a)  The Borrowers shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates, including expenses relating to the due diligence process, the perfection of security interests in any property or other collateral and the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement or any amendments, modifications or waivers of the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender, including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Loans made hereunder, including all such out-of pocket expenses incurred during  any workout, restructuring or negotiations in respect of such Loans.

(b)           Each Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by either Borrower, or any Environmental Liability related in any way to either Borrower, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee.

(c)           To the extent that either Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such.

(d)           To the extent permitted by applicable law, neither Borrower shall assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.

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(e)           All amounts due under this Section shall be payable promptly and not later than fifteen (15) Business Days after written demand therefor.

SECTION 9.04.       Successors and Assigns.  (a)  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrowers may not assign or otherwise transfer any of their respective rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrowers without such consent shall be null and void), and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder or the other Loan Documents except in accordance with this Section and no Lender may assign any of its rights and obligations under any Note independently of the rights and obligations under the Credit Agreement.  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)           (i)           Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers (such consent not to be unreasonably withheld), provided that no consent of the Administrative Agent or any Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund.

(ii)           Assignments shall be subject to the following additional conditions:

(A)           except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless the Administrative Agent otherwise consents;

(B)           each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents;

(C)           the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(D)           the assignee, if it shall not be a Lender or an Affiliate of a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers and its related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

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For the purposes of this Section 9.04(b), the term “Approved Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

(iii)          Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement and the other Loan Documents, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement and the other Loan Documents (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.09, 2.10, 2.11 and 9.03).  Any assignment or transfer by a Lender of rights or obligations under this Agreement and the other Loan Documents that does not comply with this Section 9.04 shall be treated for purposes of this Agreement and the other Loan Documents as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv)          The Administrative Agent, acting for this purpose as an agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement and the other Loan Documents, notwithstanding notice to the contrary.  The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v)           Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder or an Affiliate of a Lender), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.04(b), 2.12(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon.  No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

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(c)           (i)           Any Lender may, without the consent of the Borrowers or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrowers, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents and (D) the applicable Lender, acting for this purpose as agent of the Borrowers, shall maintain a register in which it enters the names and addresses of each Participant to which such Lender has sold participations and the amount of each Participant’s interest in such Lender’s rights and/or obligations under this Agreement and the other Loan Documents (the “Participant Register”), provided that the entries in the Participant Register shall be conclusive, and such Lender shall treat each Participant whose name is recorded in the Participant Register as the owner of the related rights and/or obligations.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant.  Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.09, 2.10 and 2.11 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.12(c) as though it were a Lender.

(ii)           A Participant shall not be entitled to receive any greater payment under Section 2.09 or 2.11 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent.  A Participant that would be a Foreign Lender (with respect to Loans made to the US Borrower) if it were a Lender shall not be entitled to the benefits of Section 2.11 unless the applicable Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of such Borrower, to comply with Section 2.11(e) as though it were a Lender.

(d)           Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the other Loan Documents to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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SECTION 9.05.       Survival.  All covenants, agreements, representations and warranties made by any of the Loan Parties herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated.  The provisions of Sections 2.09, 2.10, 2.11 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06.       Counterparts; Integration; Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07.       Severability.  Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08.       Right of Set-off.  If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of either Borrower against any of and all the Obligations of the Borrowers now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such Obligations may not have then matured.  The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

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SECTION 9.09.       Governing Law; Jurisdiction; Consent to Service of Process.  (a)  This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b)           Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and for purposes of such submission expressly and irrevocably waives the jurisdiction of any other court that may correspond to it by reason of its present or future domicile or otherwise (collectively, the “Specified Courts”), in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(c)           Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)           Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(e)           The Mexican Borrower hereby irrevocably and unconditionally appoints United Corporate Services, Inc. with an office on the date hereof at 10 Bank Street, Suite 560, White Plains, New York 10606 and its successors hereunder (the “Process Agent”), as its authorized agent to receive on behalf of itself and its respective properties service of copies of the summons and complaint and any other process which may be served in any such suit, action or proceeding brought in any Specified Court. Such service may be made by mailing or delivering a copy of such process to the Borrowers in care of the Process Agent at the address specified above for the Process Agent, and each Borrower hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf.  Each Borrower further consents to service of process which may be served in any action or suit brought in any Specified Court by mailing copies thereof by registered or certified mail, postage prepaid, to such Borrower at its address for notices hereunder, such service to become effective thirty (30) days after mailing.  Failure of the Process Agent to give notice to the Borrowers, or failure of the Borrowers to receive notice of such service of process, shall not affect in any way the validity of such service on the Process Agent or the Borrowers.  Each Borrower covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above in full force and effect, and to cause the Process Agent to act as such.  In the event that at any time such Process Agent shall for any reason cease to maintain an office in New York County, or cease to act as Process Agent, then, as an alternate method of service, each Borrower irrevocably consents to the service of any and all process in any such suit, action or proceeding in any Specified Court by delivering via international recognized courier service of copies of such process to the Borrowers at its respective address specified in accordance with Section 9.01.  Each Borrower acknowledges and agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. Each Borrower irrevocably consents to service of process in the manner provided for notices in Section 9.1.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

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SECTION 9.10.       Judgment Currency.  If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum due hereunder to any party hereunder in one currency into another currency, the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be that at which in accordance with normal banking procedures such party could purchase the first currency with such other currency in New York City on the day which is two (2) Business Days prior to the day on which final judgment is rendered. To the fullest extent permitted by law, the obligation of any party in respect of any sum payable hereunder by it to any other party hereunder shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than Dollars (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by such other party of any sum adjudged to be so due in the Judgment Currency such other party may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency which could have been so purchased is less than the sum originally due to such other party in the Agreement Currency, such first party agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such other party against such deficiency, and, if the amount of the Agreement Currency which could have been so purchased exceeds the sum originally due to such other party, such other party agrees to remit to such first party such excess; provided that neither any Lender nor the Administrative Agent shall have any obligation to remit any such excess as long as the Borrowers shall have failed to pay any Lender or the Administrative Agent, as the case may be, any obligations due and payable under this Agreement, in which case such excess may be applied to such obligations of the Borrowers hereunder in accordance with the terms of this Agreement.

SECTION 9.11.       Immunity.  To the extent that either Borrower has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, each Borrower hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement and the other Loan Documents.  Each Borrower agrees that the waivers set forth above shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of the United States of America and are intended to be irrevocable and not subject to withdrawal for purposes of such act.

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SECTION 9.12.       WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.13.       Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.14.       Confidentiality.  (a) Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority, (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (ii)  any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrowers and its obligations, (g) with the consent of the Borrowers or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than the Borrowers.  For the purposes of this Section, “Information” means all information received from the Borrowers relating to the Borrowers or their respective business, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by the Borrowers; provided that, in the case of information received from the Borrowers after the date hereof, such information is clearly identified at the time of delivery as confidential.  Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

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(b)           EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWERS AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

(c)           ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWERS AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES.  ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 9.15.       Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate.  If Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to Borrower.

SECTION 9.16.       USA PATRIOT Act.  Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) hereby notifies the Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act.

SECTION 9.17.       Entire Agreement.  This Agreement and the other Loan Documents represent the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties.  There are no unwritten oral agreements among the parties.

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SECTION 9.18.       No Fiduciary Duty.  The Administrative Agent, each Lender, and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Borrowers, their stockholders and/or their affiliates.  Each Borrower agrees that nothing in the Loan Documents will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Borrower, its stockholders or its affiliates, on the other.  The Borrowers acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrowers, on the other, and (ii) in connection therewith, (x) no Lender in its capacity as such has assumed an advisory or fiduciary responsibility in favor of the Borrowers, their respective stockholders or affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) and (y) each Lender in its capacity as such is acting solely as principal and not as the agent or fiduciary of the Borrowers, its management, stockholders, creditors. Each Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

UMAMI SUSTAINABLE SEAFOOD INC., as US Borrower
By	/s/
	Name:
	Title:
BAJA AQUA-FARMS, S.A. DE C.V., as Mexican Borrower
By	/s/
	Name:
	Title:

Credit Agreement

AMERRA CAPITAL MANAGEMENT, LLC, individually and as Administrative Agent,
By	/s/
	Name:
	Title:
AMERRA AGRI FUND, LP,
as Lender
By:  AMERRA Capital Management, LLC,
Investment Manager
By	/s/
Name:
Title:
AMERRA AGRI OPPORTUNITY FUND, LP,
as Lender
By:  AMERRA Capital Management, LLC,
Investment Manager
By	/s/
Name:
Title:
JPMORGAN CHASE RETIREMENT PLAN,
as Lender
By:  AMERRA Capital Management, LLC,
Investment Manager
By	/s/
Name:

Credit Agreement

Schedule 2.01

COMMITMENTS

Lender	Commitments
AMERRA Agri Fund, L.P.	$	3,187,500.00
AMERRA Agri Opportunity Fund, L.P.	$	3,187,500.00
JP Morgan Chase Retirement Plan	$	2,125,000.00
Total:	$	8,500,000.00

1

Schedule 3.06

DISCLOSED MATTERS

NONE

1

Schedule 3.09

TAXES

Umami has engaged McGladrey & Pullen, LLC to review the status of its corporate tax filings and to prepare any necessary returns.  Their initial review show that Umami needs to file its U.S. federal and state tax returns for the period from March 2009 until June 2010 when the company was known as Lions Gate Lighting Corp. and for the period of March 2010 – June 2010 for its subsidiary Bluefin Acquisition Group.  McGladrey has begun this process and we will file such returns when completed.  Umami does not expect to owe any taxes due to its operating loss position during this period.

The Federal Court on Fiscal and Administrative Justice presided over a nullity case against the definitive ruling on fiscal credits contained in official document number 324-SAT-02-III-1.2-13855, dated July 16th, 2007, issued by the Local Office of the Fiscal Auditing Bureau of Tijuana, in which the tax authorities attempted to charge Baja a fiscal credit in the total amount of $21,002,538.70, plus $1,418,039.80 as an additional profit share – all for the fiscal year which ran from January 1st to December 31st of 2002.  The appeal against that ruling was filed to the court on July 4th, 2008, and it was accepted on the 15th of that same month and year. It was assigned case number 2371/08-01-01-6, and a sentence was issued on October 8th, 2010, in which the First Northwestern Regional Court I of the Federal Court for Fiscal and Administrative Justice declared the complete nullity of the ruling being contested; that is to say, the one which ordered the fiscal credits mentioned in the preceding paragraph. The nullity ordered, as can be seen in the sentence in question, is due to a failure to respect the procedures established by the Fiscal Code of the Nation.  Since the Tax Authorities were not in agreement with the ruling favoring the interests of Baja, they brought an Appeal for Review, which was received on November 23rd, 2010; for this reason, in order to defend the ruling in question, Baja brought another case, which was for a Joinder Review (for the purpose of sustaining the original ruling – t.n.), for which reason it now corresponds to the Collegiate Circuit Court, which has its residency in the city of Mexicali, Baja California, to issue a definitive ruling on this matter. 

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Schedule 6.01

EXISTING INDEBTEDNESS

At August 24, 2011 based on exchange rates of same date

1) Indebtedness owing by Umami Sustainable Seafood Inc. to Ray Garea and Alan Fournier in an amount equal $5,624,000.

2) Indebtedness owing by Umami Sustainable Seafood Inc. to UTA Capital LLC in an amount equal $3,370,000.

3) Indebtedness owing by Umami Sustainable Seafood Inc.  to Aurora Investments ehf in an amount equal to $4,000,000.

4) ) Indebtedness owing by Umami Sustainable Seafood to The Atlantis Group hf up to an amount equal to $15,000,000.

5) Indebtedness owing by Kali Tuna d.o.o. to Erste & Steiermaerkische Bank d.d. in an amount equal to $20,573,000.

6) Indebtedness owing by Kali Tuna d.o.o. to Volksbank in an amount equal to $1,610,000.

7) Indebtedness owing by Kali Tuna d.o.o. to PBZ in an amount equal to $3,599,000.

8) Indebtedness owing by Baja Aqua-Farms, S.A. de C.V. to BBVA Bancomer, S.A., Institucion de Banca Multipler in an amount equal to $4,020,000.

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Schedule 6.02

EXISTING LIENS

1) Liens on specific biomass of Baja Aqua-Farms, S.A. de C.V. securing indebtedness owed to BBVA Bancomer, S.A., Institucion de Banca Multipler and to UTA Capital LLC.

2) Liens on shares of Bluefin Acquisition Group, Inc. owned by Umami Sustainable Seafood, Inc. securing indebtedness owing to UTA Capital, Inc.

3) Liens on specific biomass, boats and other physical assets of Kali Tuna d.o.o. securing indebtedness owing to Erste Bank, Volksbank and PBZ.

4) Liens on specific biomass of Baja Aqua-Farms, S.A. de C.V. securing indebtedness owed to Ray Garea and Alan Fournier.

5) Liens in favor of the Mexican Internal Revenue Service on three vessels of Baja Aqua-Farms, S.A. de C.V. as described below:

A) Orca, File number 0991 Title deed number 41,930

B) Ocean Dawn, File number 1145 Title deed number 49,127

C) Orion, File number 4372 Title deed number 106,674.

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Schedule 6.07

EXISTING RESTRICTIONS

Credit facility agreement, dated as of July 5, 2010 and amended on July 24, 2011, between BBVA Bancomer, S.A., Institucion de Banca Multipler and Baja Aqua-Farms, S.A. de C.V. restricts pledges on fixed assets of Baja Aqua-Farms, S.A. de C.V.

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Schedule A

EXCLUDED MEXICAN BORROWER ASSETS

Vessels: 

1. Orca, File number 0991, Title deed number 41,930

2. Ocean Dawn, File number 1145, Title deed number 49,127

3. Orion, File number 4372, Title deed number 106,674

Product in the following cages: 

Cage#	Approximate Kilograms	Pledged to
T11-10	123,676.85	Ray Garea & Alan Fournier
T12-10A	91,481.52	Ray Garea & Alan Fournier
T12-10B	56,351.91	Ray Garea & Alan Fournier
T15-10A	47,949.10	Ray Garea & Alan Fournier
T20-10	46,677.07	Ray Garea & Alan Fournier
T21-10	106,970.42	Ray Garea & Alan Fournier
T22-10	61,914.18	Ray Garea & Alan Fournier
T1-11	26,072.92	Ray Garea & Alan Fournier
T2-11	42,796.00	Ray Garea & Alan Fournier
T3-11	52,988.00	Ray Garea & Alan Fournier
T4-11	52,988.00	Ray Garea & Alan Fournier
T5-11	78,158.70	Ray Garea & Alan Fournier
T11-11	36,915.00	Ray Garea & Alan Fournier
T8-11	63,362.03	UTA Capital LLC
T9-11	49,471.00	UTA Capital LLC
T10-11	47,022.00	UTA Capital LLC
T12-11	56,250.00	UTA Capital LLC
T13-11	64,625.00	UTA Capital LLC
T14-11	59,175.00	UTA Capital LLC

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EXHIBIT A

ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”).  Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor: ______________________________

2. Assignee: ______________________________

[and is an Affiliate/Approved Fund of [identify Lender]]

3. Borrower(s): ______________________________

4. Administrative Agent: ______________________, as the administrative agent under the Credit Agreement

5. Credit Agreement: Credit Agreement dated as of August  26, 2011 among Umami Sustainable Seafood Inc. and Baja Aqua-Farms, S.A. de C.V., as Borrowers, the Lenders parties thereto, AMERRA Capital Management, LLC as Administrative Agent, and the other agents parties thereto]

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6. Assigned Interest:

Facility Assigned1	Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans2
	$	$		%
	$	$		%
	$	$		%

Effective Date:   _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower[, the Loan Parties] and [its] [their] Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Title:

1 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment.

2    Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

2

[Consented to and]3 Accepted:

[NAME OF ADMINISTRATIVE AGENT], as
Administrative Agent
By
	Title:

[Consented to:]4

[NAME OF RELEVANT PARTY]
By
	Title:

3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

4 To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement.

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ANNEX 1

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1             Representations and Warranties.

1.1           Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other [Loan Document], (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the [Loan Documents] or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2.          Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender with respect to Loans made to the US Borrower, attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2.            Payments.  From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

Annex 1, page 1

3.            General Provisions.  This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.  This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Annex 1, page 2

EX-10.24

EXECUTION VERSION

WARRANTPURCHASE AGREEMENT

This WARRANTPURCHASE AGREEMENT (this “Agreement”) is entered into as of August 26, 2011 by and between UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation trading on the OTC Bulletin Board under the symbol “UMAM” (the “Company”), and ________________________ (“Purchaser”).

WITNESSETH:

WHEREAS, the Company desires to borrow funds from several lenders acting through AMERRA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (in such capacity, the “Administrative Agent”), pursuant to that certain Credit Agreement (as amended, supplemented or otherwise modified and in effect from time to time, the "Credit Agreement") dated as of August 26, 2011 by and among the Company, the Purchaser (in its capacity as a lender), the other lenders described therein (together with the Purchaser, the “Lenders”), and the Administrative Agent (capitalized terms used but not defined in this Agreement have the respective meanings assigned to them in the Credit Agreement);

WHEREAS, to induce the Lenders to extend loans to the Company under the Credit Agreement, the Company has agreed to issue to Purchaser a warrant (the “Warrant”) to purchase shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), in accordance with the terms set forth in the form of the warrant attached hereto as Exhibit A (the “Warrant”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the parties agree as follows:

1.             Issuance of the Warrant.

1.1           Issuance of Warrant.  Subject to the terms and conditions of this Agreement, the Company shall issue to Purchaser at the Closing (as defined below) a Warrant to initially purchase up to 187,500 shares of Common Stock.

2.             Closing.

2.1           Time and Place. The closing for the issuance of the Warrant shall take place at the offices of Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, NY 10036, at 10:00 a.m., local time, on the business day that all of the conditions set forth in Section 7 hereof have been duly satisfied or waived, or at such later time or date as the Administrative Agent and the Company may mutually agree in writing (the “Closing”).  The date upon which the Closing shall occur is herein called the “Closing Date”.

3.             Credit Facility and Related Documents.

3.1           Credit Agreement.  At Closing, the Company shall enter into the Credit Agreement and the other Loan Documents therein described and the Lenders shall make the loans contemplated by the Credit Agreement.  For purposes hereof, the Loan Documents shall be collectively referred to as the “Transaction Documents”.

4.             Representations and Warranties of the Company.  The Company hereby represents and warrants to Purchaser and the Administrative Agent as follows (which representations and warranties shall be deemed to apply, where appropriate, to the other Loan Parties under the Credit Agreement (each, a “Subsidiary” and, collectively, the “Subsidiaries”), as of the Closing Date:

4.1           Subsidiaries.  The Company has no Subsidiaries other than Mexican Borrower, Kali, Bluefin Acquisition Group Inc., a New York corporation, and Oceanic Enterprises, Inc., a California corporation.  Except as disclosed in Schedule 4.1 or as specifically disclosed in the SEC Reports (as hereinafter defined) hereto, the Company owns, directly or indirectly, all of the capital stock or comparable equity interests of each Subsidiary  free and clear of any lien, charge, claim, security interest, encumbrance, right of first refusal or other restriction (other than Liens in favor of the Administrative Agent) and all the issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued, fully paid and non-assessable and free of preemptive and similar rights.

4.2           Organization and Qualification.  Each of the  Company and the Subsidiaries is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its respective incorporation or organization (as applicable), with the requisite legal authority to own and use its properties and assets and to carry on its business as currently conducted.  Neither the Company nor any Subsidiary is in violation of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents.  The Company and the Subsidiaries are each duly qualified to do business and in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not, individually or in the aggregate, have or reasonably be expected to result in a (a) a material adverse effect on the results of operations, assets, business condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, (b) a material and adverse impairment of the Company’s and the Subsidiaries’ ability to perform its obligations under any of the Transaction Documents, or (c) a material and adverse effect on the legality, validity or enforceability of any of the Transaction Documents (a “Material Adverse Effect”); provided, however, that no change, effect, event or occurrence to the extent arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been or will be, a Material Adverse Effect: (i) general business or economic conditions not specific or peculiar to the Company or any Subsidiary, (ii) acts of war or terrorism or natural disasters not specific or peculiar to the Company, a Subsidiary or a jurisdiction in which any of them operates, (iii) catastrophic economic or significant regulatory or political conditions or changes, (iv) changes in any applicable accounting regulations or principles or the interpretations thereof, (vi) changes in laws, or (vii) changes in the price or trading volume of the Company’s stock.

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4.3           Authorization; Enforcement.  The Company and each Subsidiary has the requisite corporate authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its respective obligations hereunder and thereunder.  The execution and delivery of the Transaction Documents by the Company or any Subsidiary and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company and each Subsidiary and no further consent or action is required by the Company, the Subsidiaries or their respective Board of Directors (or similar governing body) or shareholders.  The Transaction Documents to which they are a party have been duly executed by the Company and the Subsidiaries, as applicable, and when delivered in accordance with the terms hereof, will constitute, the valid and binding obligation of the Company and the Subsidiaries, as applicable, enforceable against the Company and the Subsidiaries, as applicable, in accordance with their respective terms, except as the same may be limited by (a) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally, and (b) the effect of rules of law governing the availability of specific performance and other equitable remedies.

4.4           No Conflicts.  The execution, delivery and performance of the Transaction Documents by the Company and the Subsidiaries, as applicable, and the consummation by the Company and the Subsidiaries, as applicable, of the transactions contemplated hereby and thereby do not, and will not, (a) conflict with or violate any provision of the Company’s or any Subsidiary’s memorandum or articles of association, certificate or articles of incorporation, bylaws or other organizational or charter documents, (b) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound, or affected, (c) except for Liens granted pursuant to the Transaction Documents, result in any Lien on assets or on property of the Company, or (d) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including, assuming the accuracy of the representations and warranties of Purchaser set forth in Section 5.2 hereof, federal and state securities laws and regulations and the rules and regulations of any self-regulatory organization to which the Company or its securities are subject, including any market (such as the OTC Bulletin Board or Pink Sheets LLC) on which the shares of Common Stock are listed or quoted for trading on the date in question, as applicable (the “Trading Markets”)), or by which any property or asset of the Company or a Subsidiary is bound or affected.

4.5           The Securities. The Warrant and the equity securities issuable upon exercisethereof (collectively, the “Securities”) are duly authorized and, when issued and paid for in accordance with the Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens and will not be subject to preemptive or similar rights of stockholders (other than those imposed by Purchaser).  The Company has reserved from its duly authorized shares of common stock the maximum number of securities issuable upon exercise of the Warrant (the “Warrant Shares”).  The offer, issuance and sale of the Warrant and the Warrant Shares pursuant to the Transaction Documents are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

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4.6           Capitalization.

(i) As of the date of this Agreement, the aggregate number of shares and type of all authorized, issued and outstanding classes of shares, options and other securities of the Company and the Subsidiaries (whether or not presently convertible into or exercisable or exchangeable for shares of the Company and the Subsidiaries) is set forth in Schedule 4.6 hereto.  All outstanding shares are duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance in all material respects with all applicable securities laws.  The Company and the Subsidiaries have outstanding only those options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or entered into any agreement giving any Person (as defined in Section 4.30 hereof) any right to subscribe for or acquire, any shares of capital stock of the Company or the Subsidiaries, or securities or rights convertible or exchangeable into shares of capital stock of the Company or the Subsidiaries as set forth on Schedule 4.6.

(ii) Except as set forth on Schedule 4.6 hereto, and except for customary adjustments as a result of share dividends, share splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any security issued or agreement entered into by the Company or the Subsidiaries (or in any agreement providing rights to security holders) and the issuance and sale of the Securities will not obligate the Company or the Subsidiaries to issue shares of common stock or other securities to any Person (other than Purchaser) and will not result in a right of any holder of securities to adjust the exercise, conversion, exchange or reset price under such securities.  To the Knowledge (as hereinafter defined) of the Company, except as disclosed in Schedule 4.6 hereto and except for the Company’s ownership of the Subsidiaries, no Person or group of related Persons beneficially owns (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or has the right to acquire, by agreement with or by obligation binding upon the Company or the Subsidiaries, a beneficial ownership interest in the Company or the Subsidiaries in excess of 5% of the outstanding capital stock of such entity. “Knowledge” means the actual knowledge (i.e., the conscious awareness of facts and other information) of the chief executive officer, chief financial officer or other key officers of the Company, after undertaking a customary and reasonable investigation under the circumstances.

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4.7           SEC Reports; Financial Statements; No Material Adverse Effect; Solvency.  Except as set forth on Schedule 4.7 or as specifically disclosed in the SEC Reports, the Company has filed all reports required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, since June 30, 2011 on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension.  Such reports required to be filed by the Company under the Exchange Act after June 30, 2010, including pursuant to Section 13(a) or 15(d) thereof, together with any materials filed or furnished by the Company under the Exchange Act, whether or not any such reports were required, are collectively referred to herein as the “SEC Reports” and, together with this Agreement and the schedules to this Agreement, the “Disclosure Materials”.  As of their respective dates, the SEC Reports filed by the Company complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) promulgated thereunder, and none of the SEC Reports, when filed by the Company, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements, the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP or may be condensed or summary statements, and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.  All material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the SEC Reports, to the extent such agreements are required to be included or identified pursuant to the rules and regulations of the SEC.

Since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in Schedule 4.7 hereto, (i) there has been no event, occurrence or development that, individually or in the aggregate, has had or that would result in, or reasonably be expected to result in a Material Adverse Effect, (ii) the Company and Subsidiaries have not incurred any material liabilities other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (B) liabilities not required to be reflected in the Company’s and/or Subsidiary’s financial statements pursuant to GAAP or not required to be disclosed in filings made with the SEC and (C) other liabilities incurred by the Subsidiaries for the exclusive purpose of funding the day-to-day operations of the fish farming sites of the Company’s operating subsidiaries, (iii) the Company has not altered its method of accounting or changed its auditors, (iv) the Company and the Subsidiaries have not declared or made any dividend or distribution of cash or other property to their shareholders, in their capacities as such, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (except for repurchases by the Company  and/or the Subsidiaries of shares of capital stock held by employees, officers, directors, or consultants pursuant to an option of the Company and/or the Subsidiaries to repurchase such shares upon the termination of employment or services), and (v) the Company and/or the Subsidiaries have not issued any equity securities to any officer, director or affiliate, except pursuant to existing Company stock-based plans.  The Company and the Subsidiaries have not taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any Knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any Knowledge of any fact which would reasonably lead a creditor to do so.  The Company and the Subsidiaries will not be Insolvent (as defined below) after giving effect to the transactions contemplated hereby to occur at the Closing.  For purposes of this Section 4.7, “Insolvent” means that (i) the present fair saleable value of the Company’s assets is less than the amount required to pay the Company’s total Indebtedness (as defined in Section 4.30 hereof), (ii) the Company is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature, or (iv) the Company has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

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4.8             Absence of Litigation.  Except as described in Schedule 4.8 or as specifically disclosed in the SEC Reports, there is no action, suit, claim, or Proceeding (as defined below), or, to the Company’s Knowledge, inquiry or investigation, before or by any court, public board, government agency, self-regulatory organization or body pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries that could, individually or in the aggregate, have a Material Adverse Effect. For the purposes hereof, “Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, a partial proceeding, such as a deposition), whether commenced or threatened in writing.

4.9             Compliance.  Except as described in Schedule 4.9, neither the Company nor any Subsidiary, except in each case as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect, (a) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received written notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (b) is in violation of any order of any court, arbitrator or governmental body, or (c) is or has been in violation of any statute, rule or regulation of any governmental authority.

4.10           Title to Assets.  The Company and the Subsidiaries own or lease no real property except as described in Schedule 4.10.  The Company and the Subsidiaries have good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens set forth in Schedule 4.10 and other Liens that could not if enforced, individually or in the aggregate, have or result in a Material Adverse Effect.  Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases as to which the Company and the Subsidiaries are in material compliance.

4.11           Significant Customers. Schedule 4.11 lists each customer who represented 10% or more of the sales of the Company or of any Subsidiary during the calendar year ended June 30, 2011 (each, a “Significant Customer“) and the percentage of the Company’s total revenues such Significant Customer represented during such period.  The Company has no outstanding material dispute concerning its business operations with any Significant Customer.  No Significant Customer has given notice to the Company, whether orally or in writing, that such customer shall not continue as a customer of the Company after Closing or that such customer intends to terminate or materially modify existing agreements with the Company at any time.

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4.12           No General Solicitation; Placement Agent’s Fees.  Neither the Company, nor, to the Company’s Knowledge, any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) in connection with the offer or sale of the Securities.  The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commission (other than for Persons engaged by Purchaser) relating to or arising out of the issuance of the Securities pursuant to this Agreement.  The Company shall pay, and hold Purchaser harmless against, any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any such claim for fees arising out of the issuance of the Securities pursuant to this Agreement.

4.13           Private Placement.  Neither the Company nor, to the Company’s Knowledge, any of its Affiliates nor, any Person acting on the Company’s behalf has, directly or indirectly, made any offer or sale of any security or solicitation of any offer to buy any security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer and sale by the Company of the Securities as contemplated hereby, or (ii) cause the offering of the Securities pursuant to the Transaction Documents to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and regulations of any Trading Market.  The sale and issuance of the Securities hereunder does not contravene the rules and regulations of any Trading Market on which the Common Stock is listed or quoted.

4.14           Company not an “Investment Company”. The Company is not required to be registered as, and is not an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).

4.15           Form S-1/S-3 Eligibility.  The Company is eligible to register the Warrant Shares for resale by Purchaser using Form S-1 promulgated under the Securities Act.

4.16           Listing and Maintenance Requirements.  Except as described in Schedule 4.16, the Company has not, since June 30, 2011, received notice (written or oral) from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market.  The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in material compliance with all such listing and maintenance requirements.  The issuance of the Securities does not require stockholder approval, including without limitation under NASDAQ Marketplace Rule 5635, and the failure to obtain such stockholder approval will not materially impair the prospects of approval of any future listing application with NASDAQ.

4.17           Registration Rights.  Except as provided for in this Agreement, as described in Schedule 4.17 or as specifically disclosed in the SEC Reports, the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the SEC or any other governmental authority that have not been satisfied or waived.

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4.18           Application of Takeover Protections.  Except as described in Schedule 4.18 or as specifically disclosed in the SEC Reports, there is no control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s charter documents or the laws of its state of incorporation that is or could become applicable to Purchaser as a result of Purchaser and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, as a result of the Company’s issuance of the Securities and Purchaser’s ownership of the Securities.

4.19           Disclosure.  All disclosure provided by the Company to Purchaser regarding the Company, its business and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company are true and correct in all material respects and do not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.  Except for the transactions contemplated by this Agreement, no event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, operations or financial condition, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed.  The Company acknowledges and agrees that Purchaser is not making and has not made any representations or warranties with respect to the transactions contemplated hereby other than those set forth in the Transaction Documents.

4.20           Acknowledgment Regarding Purchaser’s Purchase of Securities.  Based upon the assumption that the transactions contemplated by this Agreement are consummated in all material respects in conformity with the Transaction Documents, the Company acknowledges and agrees that Purchaser is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby.  The Company further acknowledges that Purchaser is not 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 Purchaser or any of its respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to Purchaser’ purchase of the Securities.  The Company further represents to Purchaser 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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4.21           Patents and Trademarks.  Except as described in Schedule 4.21 or as specifically disclosed in the SEC Reports, (a) the Company and its Subsidiaries owns or possesses sufficient rights to conduct its business in the ordinary course, including, without limitation, rights to use all material patents, patent rights, industry standards, trademarks, copyrights, licenses, inventions, trade secrets, trade names and know-how (collectively, “Intellectual Property Rights”) as owned or possessed by them or that are necessary for the conduct of its business as now conducted or as proposed to be conducted except where the failure to currently own or possess such rights would not have a Material Adverse Effect, (b) neither the Company nor any of its Subsidiaries is infringing any rights of a third party with respect to any Intellectual Property Rights that, individually or in the aggregate, would have a Material Adverse Effect, and, since January 1, 2011, neither the Company nor any of its Subsidiaries has received any notice of, or has any Knowledge of, any asserted infringement by the Company or any of its Subsidiaries of, any rights of a third party with respect to any Intellectual Property Rights that, individually or in the aggregate, would have a Material Adverse Effect and (c) since January 1, 2011, neither the Company nor any of its Subsidiaries has received any notice of, or has any Knowledge of, infringement by a third party with respect to any Intellectual Property Rights of the Company or of any Subsidiary that, individually or in the aggregate, would have a Material Adverse Effect.  The Company has not used Publicly Available Software (as hereinafter defined) in whole or in part in the development of any part of its Intellectual Property Rights in a manner that would be reasonably likely to subject the Company or its Intellectual Property Rights in whole or in part, to all or part of the license obligations of any Publicly Available Software that, individually or in the aggregate, would have a Material Adverse Effect on the Company.  “Publicly Available Software” means each of (i) any software that contains, or is derived in any manner (in whole or in part) from, any software that is distributed as free software, open source software (e.g., Linux), or similar licensing and distribution models; and (ii) any software that requires as a condition of use, modification, and/or distribution of such software that such software or other software incorporated into, derived from, or distributed with such software (A) be disclosed or distributed in source code form; (B) be licensed for the purpose of making derivative works; or (C) be redistributable at no or minimal charge.  Publicly Available Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models similar to any of the following: (a) GNU General Public License (GPL) or Lesser/Library GPL (LGPL), (b) the Artistic License (e.g. PERL), (c) the Mozilla Public License, (d) the Netscape Public License, (e) the Sun Community Source License (SCSL), the Sun Industry Source License (SISL), and the Apache Server License.

4.22           Insurance.  The Company and, to the Company’s Knowledge, the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses and locations in which the Company and the Subsidiaries are engaged, including a prudent and customary amount of such insurance coverage with respect to the fish inventory of the Company and the Subsidiaries, as applicable.  The Company has had continuous insurance coverage during the 12 months preceding the date of this Agreement and has no reason to believe it will not be able to renew its current insurance coverage in the same amounts or obtain new insurance coverage in amounts not less than it currently has with carriers of equal or better ratings.

4.23           Regulatory Permits.  The Company and the Subsidiaries hold, and are operating in compliance in all material respects with all franchises, grants, authorizations, licenses, permits, easements, consents, quotas, certificates and orders (collectively, “Material Permits”) of the U.S. Food and Drug Administration, any other federal, state or foreign governmental authority having authority over the Company and the Subsidiaries, or any self-regulatory body regulating the Company’s conduct of its business (collectively, “Governmental Authority”), and which are necessary to the operation of their respective businesses; all such Material Permits are valid and in full force and effect; and the Company and the Subsidiaries have not received notice of any revocation or modification of any such Material Permits or has reason to believe that any such Material Permits will be revoked, modified, or not be renewed in the ordinary course.

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4.24           Regulatory Compliance.  The Company and the Subsidiaries (a) are and at all times have been in material compliance with all applicable federal, state, local and foreign, laws, statutes, rules, regulations, or guidance applicable to Company and the Subsidiaries and the acquisition, ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product or services manufactured or distributed by the Company (the “Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (ii) have not received any notice of adverse finding, untitled letter or other correspondence or notice from any Governmental Authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”) nor any warning letter from the U.S. Food and Drug Administration containing any unresolved issues concerning noncompliance with any Applicable Laws or Authorizations that could reasonably be expected to result in a Material Adverse Effect; (iii) possess all material Authorizations and such Authorizations are valid and in full force and effect and are not in violation of any term of any such Authorizations, except where such violation could not reasonably be expected to result in a Material Adverse Effect; (iv) have not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and have no Knowledge that any such Governmental Authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (v) have not received notice that any Governmental Authority has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and the Company has no Knowledge that any such Governmental Authority is considering such action; and (vi) have filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission).

4.25           Workplace Safety.  The Company and the Subsidiaries (i) are in compliance, in all material respects, with any and all applicable foreign, federal, state and local laws, rules, regulations, treaties, statutes and codes promulgated by any and all governmental authorities (including pursuant to the Occupational Health and Safety Act) relating to the protection of human health and safety in the workplace (“Occupational Laws”); (ii) have received all material permits, licenses or other approvals required of it under applicable Occupational Laws to conduct its business as currently conducted, except where the failure to obtain such licenses could not reasonably be expected to result in a Material Adverse Effect; and (iii) are in compliance, in all material respects, with all terms and conditions of such permit, license or approval, except where the failure to be in compliance could not reasonably be expected to result in a Material Adverse Effect.  No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s Knowledge, threatened against the Company or the Subsidiaries relating to Occupational Laws, and the Company does not have Knowledge of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected to form the basis for or give rise to such actions, suits, investigations or proceedings.

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4.26           Transactions With Affiliates and Employees.  Except as described on Schedule 4.26 or as specifically disclosed in the SEC Reports, none of the officers, directors or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the Company’s Knowledge, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee or partner.

4.27           Internal Accounting Controls.  Except as specifically disclosed in the SEC Reports, the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

4.28           Sarbanes-Oxley Act.  The Company is in compliance in all material respects with currently applicable requirements of the Sarbanes-Oxley Act of 2002 and applicable rules and regulations promulgated by the SEC thereunder.

4.29           Foreign Corrupt Practices.  Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its Subsidiaries has, in the course of its actions for, or on behalf of, the Company (a) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (d) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

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4.30           Indebtedness.  Except as disclosed in Schedule 4.30 or as specifically disclosed in the SEC Reports, neither the Company nor any of its Subsidiaries (i) has any outstanding Indebtedness (as defined below), (ii) has any form of Indebtedness that grants senior Liens, or equivalent rights to any third party over the Liens of Purchaser in the Collateral that secures the obligations of the Company and the Subsidiaries under the Transaction Documents (iii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect.  Schedule 4.30 provides a detailed description of the material terms of any such outstanding Indebtedness.  For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the Company or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such Indebtedness, and (H) all Contingent Obligations (as defined below) in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; (y) “Contingent Obligations” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (z) “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company or a government or any department or agency thereof.

4.31           Employee Relations.  Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union.  To the Company’s Knowledge, there are no material grievances, disputes or controversies with any union or any other organization of employees of the Company or any subsidiary, or threats of strikes, work stoppages or any asserted pending demands for collective bargaining by any union or organization. Except as described in Schedule 4.31 or as specifically disclosed in the SEC Reports, since December 31, 2010, no executive officer of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary.  To the Knowledge of the Company or any such Subsidiary, no executive officer of the Company or any of its Subsidiaries is in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, 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 or any such Subsidiary to any liability with respect to any of the foregoing matters.

4.32           Labor Matters.  The Company and its Subsidiaries are in compliance in all material respects with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

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4.33           Environmental Laws.  The Company and its Subsidiaries (i) are in compliance in all material respects with any and all Environmental Laws (as hereinafter defined), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance in all material respects with all terms and conditions of any such permit, license or approval where, in the foregoing clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.  The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of medical and biological waste or residue, chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

4.34           Subsidiary Rights.  Except as set forth in Schedule 4.34 or as specifically disclosed in the SEC Reports, the Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as are owned by the Company or such Subsidiary.

4.35           Tax Status.  Except as specifically disclosed in Schedule 4.35 in the Company’s financial statements, the Company and each of its Subsidiaries (i) has made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply.  There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the Company has no Knowledge of any basis for any such claim.

4.36           No Manipulation of Stock.  The Company has not taken and will not, in violation of applicable law, take any action designed to or that would be reasonably be expected to cause or result in manipulation in violation of applicable law or regulation of the price of the Common Stock to facilitate the sale or resale of the Warrant Shares.

4.37           Accountants.  To the Company’s Knowledge, McGladrey & Pullen, LLP, the Company’s auditors, are independent accountants as required by the Securities Act and the rules and regulations promulgated thereunder.

4.38           Contracts.  The contracts attached as exhibits to the SEC Reports that are material to the Company are in full force and effect on the date hereof, and neither the Company nor, to the Company’s Knowledge, any other party to such contracts is in breach of or default under any of such contracts which would have a Material Adverse Effect.

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4.39           Off-Balance Sheet Arrangements.  There is no transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance sheet entity that is required to be disclosed by the Company in its Exchange Act filings and is not so disclosed.

4.40           U.S. Real Property Holding Corporation.  The Company is not, nor has it ever been, as U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

5.               Representations and Warranties of Purchaser. Purchaser hereby, represents and warrants to the Company as follows, as of the date hereof and as of the Closing:

5.1             Organization; Authority.  Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate, partnership or other power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.  The Purchaser is duly qualified to do business and in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.  The Purchaser has the requisite partnership authority to enter into and to consummate the transactions contemplated by the Transaction Documents to which it is a party and otherwise to carry out its respective obligations hereunder and thereunder. The purchase by Purchaser of the Warrant hereunder has been duly authorized by all necessary corporate, partnership or other action on the part of such Purchaser.  This Agreement has been duly executed and delivered by Purchaser and constitutes the valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the enforcement of creditors rights generally, and (ii) the effect of rules of law governing the availability of specific performance and other equitable remedies.

5.2            No Public Sale or Distribution.  Purchaser is (i) acquiring the Warrant, and (ii) upon exercise of the Warrant will acquire the Warrant Shares issuable upon exercise thereof, in the ordinary course of business for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws, and Purchaser does not have a present arrangement to effect any distribution of the Securities to or through any Person; provided, however, that by making the representations herein, Purchaser does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.

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5.3            Purchaser Status.  Purchaser understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon such Purchaser’s representations contained in this Agreement, including at the time Purchaser was offered the Securities, it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the Securities Act or a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.  Such Purchaser is not a registered broker dealer registered under Section 15(a) of the Exchange Act, or a member of the NASD, Inc. or an entity engaged in the business of being a broker dealer.  Except as otherwise disclosed in writing to the Company on or prior to the date of this Agreement, Purchaser is not affiliated with any broker dealer registered under Section 15(a) of the Exchange Act, or a member of the NASD, Inc. or an entity engaged in the business of being a broker dealer.

5.4            Experience of Such Purchaser.  Purchaser, either alone or together with its representatives has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment.  Purchaser understands that it must bear the economic risk of this investment in the Securities indefinitely, and is able to bear such risk and is able to afford a complete loss of such investment.

5.5            Access to Information.  Purchaser acknowledges that it has had the opportunity to review the Disclosure Materials and has been afforded: (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.  Neither such inquiries nor any other investigation conducted by or on behalf of Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.

5.6            No Governmental Review.  Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

5.7            No Conflicts.  The execution, delivery and performance by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Purchaser is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Purchaser, except in the case of clauses (ii) and (iii) above, that do not otherwise affect the ability of Purchaser to consummate the transactions contemplated hereby.

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5.8            Prohibited Transactions.  Purchaser covenants that neither it nor any Person acting on its behalf or pursuant to any understanding with Purchaser will engage, directly or indirectly, in any transactions in the securities, including derivatives, of the Company (including, without limitation, any Short Sales (a “Transaction”) involving any of the Company’s securities prior to the time the transactions contemplated by this Agreement are publicly disclosed.  Purchaser covenants further that neither it nor any Person acting on its behalf or pursuant to any understanding with Purchaser will engage, directly or indirectly, in any Short Sales involving any of the Company's securities during the time that Purchaser or its affiliates hold the Warrant.  “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, derivatives and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker-dealers or foreign regulated brokers.

5.9            Restricted Securities.  Purchaser understands that the Securities are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances.

5.10           Legends.  It is understood that certificates evidencing such Securities may bear the legend set forth in Section 11.1 of this Agreement.

5.11           No Legal, Tax or Investment Advice.  Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice.  Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities.

6.               Covenants and Agreements.

The parties hereto covenant and agree, as may be appropriate, to execute such documents and other papers and take such other further actions as may be reasonably required to carry out the provisions hereof and effectuate the transactions contemplated hereby and by the Warrant.

7.               Conditions Precedent to the Obligation of Purchaser to Close.

The obligation of Purchaser to complete the Closing is subject to the fulfillment on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived by Purchaser in writing:

(i)           Representations and Warranties.  The representations and warranties of the Company contained in Section 4 shall be true on and as of the Closing.

(ii)          Agreements and Conditions.  On or before the Closing Date, the Company shall have complied with and duly performed and satisfied in all material respects all agreements and conditions on its part to be complied with and performed by such date pursuant to this Agreement and the other Transaction Documents.

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8.            Conditions Precedent to the Obligation of the Company to Close.

The obligation of the Company to complete the Closing is subject to the fulfillment on or prior to the Closing Date of all of the following conditions, any one or more of which may be waived by the Company in writing:

(i)           Representations and Warranties.  The representations and warranties of Purchaser contained in Section 5 shall be true on and as of the Closing.

(ii)          Agreements and Conditions.  On or before the Closing Date, Purchaser and the other Lenders shall have complied with and performed and satisfied in all material respects all agreements and conditions to be complied with and performed by such date pursuant to this Agreement and the other Transaction Documents.

(iii)         Consents.  Purchaser shall have obtained any consents necessary to effectuate this Agreement and to consummate the transactions contemplated hereby and delivered copies thereof to the Company.

9.            [RESERVED].

10.          Restrictions on Transferability.

10.1        Restrictive Legend.  Purchaser understands that, until such time as a registration statement pursuant to the Securities Act has been declared effective or the Warrant Shares may be sold pursuant to Rule 144(b) under the Securities Act without any restriction as to the number of securities as of a particular date that can then be immediately resold, the certificate(s) representing the Warrant Shares shall bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for the securities comprising the Warrant Shares):

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

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10.2        Restrictions on Transferability.  Purchaser hereby covenants with the Company not to effect any resale or other disposition of any of the Warrant Shares without complying with the provisions of this Agreement, and without effectively causing any prospectus delivery requirement under the Securities Act to be satisfied, and Purchaser acknowledges and agrees that such Warrant Shares are not transferable on the books of the Company unless (a) the Warrant Shares have been sold in accordance with an effective registration statement or valid exemptions from registration under the Securities Act and any applicable state securities or “blue sky” laws, (b) prior to such time that a registration statement shall have become effective under the Securities Act, Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of the Warrant Shares under the Securities Act and (c) if applicable, the requirement of delivering a current prospectus has been satisfied.  Purchaser acknowledges that the Company is not obligated to file and may not file any such registration statement with the SEC.

11.          Registration Rights.

11.1    Demand Registration.

(i)           If, at any time after nine (9) months following the Closing Date, Purchaser decides it may sell or otherwise dispose of the Registrable Securities (as defined below), then Purchaser shall deliver a written request to the Company requesting that the Company prepare and file a registration statement under the Securities Act or any successor statute covering such Registrable Securities and specifying the intended method of the proposed disposition and the portion of the Registrable Securities to be sold or disposed (each such request shall be referred to herein as a “Demand Registration”).  “Registrable Securities” shall mean shares of Common Stock issued or issuable to Purchaser under the Warrant, together with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing, provided however, that Registrable Securities shall not include any shares (i) the sale of which has been and continues to be registered pursuant to the Securities Act or (ii) which have been sold without restriction.

(ii)          Upon receipt of the Demand Registration, as expeditiously as possible, the Company shall use its best efforts to cause an appropriate registration statement (the “Registration Statement”) covering such Registrable Securities to be filed with the SEC and to be declared effective as soon as reasonably practicable.

(iii)         The Company shall not be obligated to effect more than a total of two (2) Demand Registrations on forms other than Form S-3.  A Demand Registration under this Section 11.1 shall not be deemed to have occurred unless the Registration Statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least one hundred twenty (120) days (or such shorter period in which all of Purchaser’s Registrable Securities included thereunder have actually been sold), provided that such Registration Statement shall not be considered a Demand Registration if, after such registration statement becomes effective, such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court.

(iv)         The Company shall bear all of the costs and expenses relating to the Registration Statement, including, but not limited to, registration, filing and qualification fees, printing expenses, reasonable accounting and legal fees and disbursements, provided however, that underwriting discounts and commissions and reimbursable underwriters’ expenses will be borne pro-rata by Purchaser based on the number of Purchaser’s Registrable Securities covered by the Registration Statement in relation to the total number of shares covered by the Registration Statement (collectively, the “Costs and Expenses”).  Notwithstanding the foregoing, Purchaser shall pay or reimburse the Company for fifty percent (50%) of the total amount of reasonable legal and accounting expenses incurred in connection with a Demand Registration, provided however, that to the extent that the Registration Statement covers the shares of common stock of other holders, then Purchaser shall be obligated to reimburse only 50% of Purchaser’s pro-rata portion of such legal and accounting expenses, which portion shall be based on the number of Purchaser’s Registrable Securities covered by the Registration Statement in relation to the total number of shares covered by the Registration Statement.

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(v)         Notwithstanding anything to the contrary herein, if the Company shall furnish to Purchaser a certificate signed by the President, Chief Executive Officer or Chairman of the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the Demand Registration, provided however, that the Company may not utilize this right more than once in any twelve (12) month period.

11.2     Form S-3 Registration.  In the event the Company becomes eligible to use Form S-3 for the registration of its securities, and the Company shall receive from Purchaser a written request that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by Purchaser, then the Company will:

(i)           promptly give written notice of the proposed registration and Purchaser’s request therefor, and any related qualification or compliance, to all other holders (each, a “Holder”) of the Company’s common stock.

(ii)          as soon as practicable, effect such registration and any related qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of Purchaser’s Registrable Securities as are specified in such request, together with all or such portion of the common stock of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 11.2:

(a)           if Form S-3 is not available for such offering;

(b)           if Purchaser, together with the Holders of any other securities of the Company entitled to inclusion in such registration, propose to sell the Registrable Securities and such other securities (if any) at an aggregate price to the public of less than One Million Dollars ($1,000,000);

(c)           if the Company shall furnish to the Holders a certificate signed by the President, Chief Executive Officer or Chairman of the Board of Directors  of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement no more than once during any twelve (12) month period for a period of not more than ninety (90) days after receipt of the request of Purchaser under this Section 11.2;

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(d)           if the Company has, within the twelve (12) month period preceding the date of such request, already effected one (1) registration on Form S-3 for Purchaser pursuant to this Section 11.2; or

(e)           in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

(iii)          Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered pursuant to this Section 11.2 as soon as practicable after receipt of the request or requests of Purchaser for such registration.  The Company shall pay all Costs and Expenses incurred in connection with the registration requested pursuant to this Section 11.2.

(iv)          Form S-3 registrations shall not be deemed to be a Demand Registrations as described in Section 11.1 above.

11.3     Piggyback Registration.  If at any time the Company shall propose the filing of a Registration Statement on an appropriate form under the Securities Act of any securities of the Company, but excluding Registration Statements relating to any registration under Section 11.1 or Section 11.2 or to any employee benefit plan or a corporate reorganization, then the Company shall give Purchaser notice of such proposed registration and shall include in any Registration Statement relating to such securities all or a portion of Purchaser’s Registrable Securities as Purchaser shall request, by notice given by Purchaser to the Company within twenty (20) days after the giving of such notice by the Company, to be so included.  In the event of the inclusion of Registrable Securities pursuant to this Section 11.3, the Company shall bear all of the Costs and Expenses of such registration; provided, however, that Purchaser shall be obligated to pay, pro rata based upon the number of Registrable Securities included therein, the underwriters' discounts and compensation.  In the event the distribution of securities of the Company covered by a Registration Statement referred to in this Section 11.3 is to be underwritten, then the Company's obligation to include Registrable Securities in such Registration Statement shall be subject, at the option of the Company, to the following further conditions:

(i)          The distribution for the account of Purchaser shall be underwritten by the same underwriters who are underwriting the distribution of the securities for the account of the Company and/or any other persons whose securities are covered by such Registration Statement, and Purchaser will enter into an agreement with such underwriters containing customary provisions;

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(ii)          If the underwriting agreement entered into with the aforesaid underwriters contains restrictions upon the sale of securities of the Company, other than the securities which are to be included in the proposed distribution, for a period not exceeding one hundred eighty (180) days from the effective date of the Registration Statement, then such restrictions will be binding upon Purchaser and, if requested by the Company, Purchaser will enter into a written agreement to that effect; and

(iii)          If the underwriters state in writing that they are unwilling to include any or all of Purchaser’s securities in the proposed offering because such inclusion will materially interfere with the orderly sale and distribution of the securities being offered by the Company, then the number of Purchaser’s Registrable Securities to be included will be reduced in accordance with such statement by the underwriters.

11.4     Amendment of Registration Rights.   The registration rights provisions under this Section 11 may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Purchaser.

11.5     Registration Procedures.   In connection with the filing of a Registration Statement pursuant to Section 11 hereof, and in supplementation and not in limitation of the provisions hereof, the Company shall:

(i)           Notify Purchaser as to the filing of the Registration Statement and of all amendments or supplements thereto filed prior to the effective date of said Registration Statement;

(ii)          Notify Purchaser, promptly after the Company shall receive notice thereof, of the time when said Registration Statement became effective or when any amendment or supplement to any prospectus forming a part of said Registration Statement has been filed;

(iii)         Notify Purchaser promptly of any request by the SEC for the amending or supplementing of such Registration Statement or prospectus or for additional information;

(iv)         Prepare and promptly file with the SEC, and promptly notify Purchaser of the filing of, any amendments or supplements to such Registration Statement or prospectus as may be necessary to correct any statements or omissions;

(v)          Prepare and file with the SEC, promptly upon Purchaser's written request, any amendments or supplements to such Registration Statement or prospectus which may be reasonably necessary or advisable in connection with the distribution of the Registrable Securities;

(vi)         Prepare, promptly upon request of Purchaser or any underwriters for Purchaser, such amendment or amendments to such Registration Statement and such prospectus or prospectuses as may be reasonably necessary to permit compliance with the requirements of the Securities Act applicable;

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(vii)       Advise Purchaser promptly after the Company shall receive notice or obtain knowledge of the issuance of any stop order by the SEC suspending the effectiveness of any such Registration Statement or amendment thereto; or the initiation or threatening of any proceeding for that purpose.  In such event the Company shall promptly use its best efforts to prevent the issuance of any stop order or obtain its withdrawal promptly if such stop order should be issued;

(viii)      Furnish Purchaser, as soon as available, copies of any Registration Statement and each preliminary or final prospectus, or supplement or amendment required to be prepared pursuant hereto, all in such quantities as Purchaser may, from time to time, reasonably request; and

(ix)         If requested by Purchaser, enter into an agreement with the underwriters of the Registrable Securities being registered containing customary provisions and reflecting the foregoing.

12.       Rule 144 Reporting.  With a view to making available to Purchaser the benefits of certain rules and regulations of the SEC, which may permit the resale of the Warrant Shares to the public without registration, the Company agrees after the date hereof to:

(i)           make and keep public information available, as those terms are understood and defined in Rule 144(c) under the Securities Act;

(ii)          file with the SEC all reports and other documents required of the Company under the Securities Act and the Exchange Act (it being expressly acknowledged by the parties hereto that if any such report or document is not filed with the SEC within thirty (30) days of the date required under the rules and regulations of the SEC (after giving effect to any Rule 12b-25 extensions under the Exchange Act), such failure shall be deemed an Event of Default under the Credit Agreement); and

(iii)         so long as Purchaser owns any Registrable Securities, to furnish to Purchaser forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed by the Company as Purchaser may reasonably request in writing in complying with any rule or regulation of the SEC allowing Purchaser to sell any such securities without registration.

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13.             Indemnification.

13.1           Indemnification by the Company.  The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless Purchaser, its officers, directors, partners, members, agents and employees, each Person who controls Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, settlement costs and expenses, including, without limitation, reasonable attorneys’ fees (collectively, “Losses”), as incurred, arising out of or relating to: (i) any material misrepresentation or material breach of any representation or warranty made by the Company in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (ii) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (iii) any cause of action, suit or claim brought or made against such Indemnified Party (as defined in Section 13.2 hereof) by a third party (including for these purposes a derivative action brought on behalf of the Company), arising out of or resulting from (x) the execution, delivery, performance or enforcement of this Agreement or any other certificate, instrument or document contemplated hereby or thereby, (y) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (z) the status of Indemnified Party as holder of the Securities; or (iv) any untrue or alleged untrue statement of a material fact contained in the Registration Statement or any form of Company prospectus or in any amendment or supplement thereto or in any Company preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (A) such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding Purchaser furnished in writing to the Company by Purchaser for use therein, or to the extent that such information relates to Purchaser or Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved by Purchaser expressly for use in the Registration Statement, or (B) with respect to any prospectus, if the untrue statement or omission of material fact contained in such prospectus was corrected on a timely basis in the prospectus, as then amended or supplemented, if such corrected prospectus was timely made available by the Company to Purchaser, and Purchaser seeking indemnity hereunder was advised in writing not to use the incorrect prospectus prior to the use giving rise to Losses.  Notwithstanding anything contained herein to the contrary, no Indemnifying Party (as hereinafter defined) shall be obligated to indemnify an Indemnified Party (as hereinafter defined) hereunder for that portion of any Losses that have been the result of the gross negligence or willful misconduct of such Indemnified Party or the breach of a Transaction Document by an Indemnified Party.

13.2           Conduct of Indemnification Proceedings.  If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the Indemnifying Party.

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An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party has agreed in writing to pay such fees and expenses; (ii) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of separate counsel shall be at the expense of the Indemnifying Party).  It shall be understood, however, that the Indemnifying Party shall not, in connection with any one such Proceeding (including separate Proceedings that have been or will be consolidated before a single judge) be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, which firm shall be appointed by a majority of the Indemnified Parties.  The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

All reasonable fees and expenses of the Indemnified Party required to be paid by an Indemnifying Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 13.2) shall be paid to the Indemnified Party, as incurred, within 20 Trading Days (defined below) of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder). For purposes of this Agreement, “Trading Day” means (i) a day on which the Common Stock is traded or is eligible to be traded on a Trading Market, or (ii) if the Common Stock is not listed on a Trading Market, a day on which the Common Stock is traded or is eligible to be traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.  “Trading Market” means whichever of the NYSE AMEX Equities, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing) on which the Common Stock is listed or quoted for trading on the date in question.

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13.3          Contribution.  If a claim for indemnification under Section 13.1(iv) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.  The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission.  The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in Section 13.2, any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section 13.3 was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 13.3 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this Section 13.3, Purchaser shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by Purchaser from the sale of the Registrable Securities subject to the Proceeding exceed the amount of any damages that such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

The indemnity and contribution agreements contained in this Section 13.3 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

14.          Miscellaneous.

14.1        [INTENTIONALLY OMITTED].

14.2        Fees and Expenses.

(i)          Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

(ii)          The Company agrees to reimburse Purchaser at the Closing (or, at Purchaser’s option, promptly thereafter) for all reasonable legal fees, due diligence expenses and other reasonable expenses incurred for services relating to the transactions contemplated herein, including any reasonable legal fees and other reasonable expenses related to Purchaser’s review of the Company’s compliance with post-closing covenants.  The foregoing reimbursement obligation of the Company shall be enforceable by Purchaser regardless of whether the Closing occurs.

14.3          Entire Agreement.  The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.  At or after the Closing, and without further consideration, the Company will execute and deliver to Purchaser such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

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14.4          Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified in this Section 14.4 prior to 6:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email address specified in this Section 14.4 on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (c) the Trading Day following the date of deposit with a nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given.  The addresses, facsimile numbers and email addresses for such notices and communications are those set forth on the signature pages hereof, or such other address or facsimile number as may be designated in writing hereafter, in the same manner, by any such Person.

14.5          Amendments; Waivers.  No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Company and Purchaser or, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

14.6          Construction.  The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

14.7          Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.  The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Purchaser.  Purchaser may assign its rights under this Agreement to any Person to whom Purchaser assigns or transfers or will assign or transfer (including by way of distribution to its members, partners or stockholders) any Securities, provided (i) such transferor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company after such assignment, (ii) at least five days prior to such assignment, the Company is furnished with written notice of (x) the name and address of such transferee or assignee and (y) the Registrable Securities with respect to which such registration rights are being transferred or assigned, (iii) following such transfer or assignment, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (iv) such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions hereof that apply to the “Purchaser” and (v) such transfer shall have been made in accordance with the applicable requirements of this Agreement and with all laws applicable thereto.

 

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14.8          No Third-Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto, and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that each Indemnified Party is an intended third-party beneficiary of Section 13 and (in each case) may enforce the provisions of such section directly against the parties with obligations thereunder.

14.9          Governing Law; Venue; Waiver of Jury Trial. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  THE COMPANY AND PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR ANY PURCHASER HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR ANY PURCHASER, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER.  EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF.  NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.  THE COMPANY AND PURCHASER HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.

14.10          Survival.  The representations and warranties, agreements and covenants contained herein shall survive the Closing.

14.11          Execution.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or email attachment, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or email-attached signature page were an original thereof.

 

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14.12          Severability.  If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

14.13          Rescission and Withdrawal Right.  Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever the Purchaser exercises a right, election, demand or option owed to such Purchaser by the Company under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then, prior to the performance by the Company of the Company’s related obligation, Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

14.14          Replacement of Securities.  If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that fact and an agreement to indemnify and hold harmless the Company for any losses in connection therewith.  The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement Securities.

14.15          Remedies.  In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, Purchaser and the Company will be entitled to seek specific performance under the Transaction Documents.  The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation (other than in connection with any action for a temporary restraining order) the defense that a remedy at law would be adequate.

14.16          Payment Set Aside.  To the extent that the Company makes a payment or payments to Purchaser hereunder or Purchaser enforces or exercises its rights hereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company by a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

 

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14.17          Adjustments in Share Numbers and Prices.  In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof, each reference in any Transaction Document to a number of shares or a price per share shall be amended to appropriately account for such event.

14.18          Public Announcement.  From and after the Closing, the Company and Purchaser will not disclose, shall not cause any Person to disclose, and will not include or cause any Person to include in any public announcement, the name of the other party to this Agreement, unless expressly agreed to by such other party or unless and until such disclosure is required by applicable law or applicable regulation, and then only to the extent of such requirement..

[SIGNATURE PAGE FOLLOWS]

 

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EXECUTION VERSION

IN WITNESS WHEREOF, the parties hereto have executed this Warrant Purchase Agreement on the date first above written.

THE COMPANY:
UMAMI SUSTAINABLE SEAFOOD INC.
By:
Name:	Oli Valur Steindorsson
Title:	President and Chief Executive Officer
Address:
1230 Columbia Street
San Diego, CA  92101
PURCHASER:
By:
Name:
Title:

SCHEDULE 4.1

Capital Stock Exceptions and Liens

Lien on shares of Bluefin Acquisition Group, Inc. owned by Umami in favor of UTA Capital LLC.

SCHEDULE 4.6

Capitalization

Capitalization of Umami:

	Shares		Warrants		Options		Total, Fully Diluted
Insider Securities
Atlantis		30,000,000						30,000,000
Atlantis Credit Facility - initial $4.0 million				200,000				200,000
Atlantis Credit Facility - cash draws				75,000				75,000
Oli, Aur and Aurora		3,380,000		720,000		800,000		4,900,000
Dan Zang						300,000		300,000
		33,380,000		995,000		1,100,000		35,475,000
Restricted Securities
Jones Gable et al		4,275,400		740,000				5,015,400
Jones Gable et al				1,000,000
Endeavor				872,000				872,000
Pursuant to PPM - Not insiders or Jones Gable		1,420,000		284,000				1,704,000
Transfers from Oli to non-affiliate		220,000						220,000
UTA				1,000,000				1,000,000
UTA				1,981,000				1,981,000
Bedminster Financial Group				650,000				650,000
Aegis offering		1,666,666		1,666,666				3,333,332
Aegis warrants				200,000				200,000
Seaside		1,000,000		1,000,000				2,000,000
IRG				150,000				150,000
Mirador		100,000
		8,682,066		9,543,666		-		17,125,732
Original Lions Gate shares		7,450,000						7,450,000
Baja Acquisition
Motomax SA de CV		3,000,000						3,000,000
Salander Holdings Ltd.		7,000,000						7,000,000
		10,000,000						10,000,000
Total		59,512,066		10,538,666		1,100,000		71,150,732

 

Capitalization of Subsidiaries:

Oceanic

Umami owns 100% of the issued and outstanding shares of Oceanic Enterprises, Inc.

Bluefin

Umami owns 100% of the issued and outstanding shares of Bluefin Acquisition Group, Inc.

Baja

Umami owns 99.984% of the issued and outstanding shares of Baja Aqua-Farms, S.A. de C.V.

Kali

Bluefin Acquisition Group, Inc. owns 100% of the issued and outstanding shares of Kali Tuna d.o.o.

Securities with Special Anti-dilution provisions:

The warrants issued to Bedminster Financial and UTA have certain anti-dilution provisions which could result in a greater number of securities being issued under those warrants.  Such provisions will not be triggered by the current transaction.

Holders of 5% of the Company’s common stock:

	Number of Shares
Name	Beneficially Owned	Beneficial Ownership
Atlantis Group hf	30,275,000	50.6%
Oli Valur Steindorsson(1)	34,508,333	56.9%
Michael David Gault (2)	30,275,000	50.6%
Salander Holdings Ltd.	7,000,000	11.8%
Gunnhildur Robersdottir(3)	7,000,000	11.8%
Motomax S.A. DE C.V.	3,000,000	5.0%
Vilhelm Mar Gudmundsson(4)	3,000,000	5.0%
Karla Adriana Garcia(4)	3,000,000	5.0%

(1) Includes 30,275,000 shares beneficially owned by Atlantis Group hf.

(2) Consists of 30,275,000 shares beneficially owned by Atlantis Group hf.

(3) Consists of 7,000,000 shares beneficially owned by Salander Holdings Ltd.

(4) Consists of 3,000,000 shares beneficially owned by Motomax S.A. DE C.V.

 

EXECUTION VERSION

SCHEDULE 4.7

Exceptions to timely SEC filings; Material adverse effect events; Material liabilities

None other than as disclosed in SEC Reports.

EXECUTION VERSION

SCHEDULE 4.8

Litigation

None other than as disclosed in SEC Reports.

EXECUTION VERSION

SCHEDULE 4.9

Compliance

None.

SCHEDULE 4.10

Real Property

Umami – office lease at 405 Lexington Ave, Suite 2640 New York, NY (this lease has been terminated effective September 1, 2011)

Umami – office lease at 1230 Columbia Street, Suite 440, San Diego CA 92101

Kali - Put Vele Luke 70, 23 272 Kali, CROATIA – Land are facilities are owned dock space is leased.

Baja Aqua Farms SA de CV – 4 leased facilities

Calle 12 #211

Parque Industrial Fondeport

El Sauzal, Ensenada Baja California

CP 22760

Calle 25 Esq. Avenida Alfonso Iberri,

Int. 2, Centro, C.P. 85400

Guaymas, Sonora

Calle Diez # 385-D Parque Industrial Fondeport

El Sauzal, Ensenada Baja California 22760

Calle Séptima LD-5 Parque Industrial Fondeport

El Sauzal, Ensenada Baja California 22760

 

EXECUTION VERSION

SCHEDULE 4.11

Significant Customers year ended June 30, 2011

Kali

Atlantis Co., Ltd. = 64%

Mitsubishi = 21%

Sirius = 14

Baja

Atlantis Co. Ltd. = 81%

Global = 19%

SCHEDULE 4.16

Listing and Maintenance Requirements

None other than as disclosed in SEC Reports.

SCHEDULE 4.17

Registration Rights

None other than as disclosed in SEC Reports.

SCHEDULE 4.18

Takeover Protections

None other than as disclosed in SEC Reports.

SCHEDULE 4.21

Intellectual Property Exceptions

None other than as disclosed in SEC Reports.

SCHEDULE 4.26

Affiliated Transactions

None other than as disclosed in SEC Reports.

 

EXECUTION VERSION

SCHEDULE 4.30

Indebtedness

At August 24, 2011 based on exchange rates of same date

1) Indebtedness owing by Umami Sustainable Seafood Inc. to Ray Garea and Alan Fournier in an amount equal $5,624,000.

2) Indebtedness owing by Umami Sustainable Seafood Inc. to UTA Capital LLC in an amount equal $3,370,000.

3) Indebtedness owing by Umami Sustainable Seafood Inc.  to Aurora Investments ehf in an amount equal to $4,000,000.

4) ) Indebtedness owing by Umami Sustainable Seafood to The Atlantis Group hf up to an amount equal to $15,000,000.

5) Indebtedness owing by Kali Tuna d.o.o. to Erste & Steiermaerkische Bank d.d. in an amount equal to $20,573,000.

6) Indebtedness owing by Kali Tuna d.o.o. to Volksbank in an amount equal to $1,610,000.

7) Indebtedness owing by Kali Tuna d.o.o. to PBZ in an amount equal to $3,599,000.

8) Indebtedness owing by Baja Aqua-Farms, S.A. de C.V. to BBVA Bancomer, S.A., Institucion de Banca Multipler in an amount equal to $4,020,000.

SCHEDULE 4.31

Key Officer's intention to terminate employment

None.

 

SCHEDULE 4.34

Rights to Vote and Receive Distributions

None other than as disclosed in SEC Reports.

SCHEDULE 4.35

Taxes

Umami has engaged McGladrey & Pullen, LLC to review the status of its corporate tax filings and to prepare any necessary returns.  Their initial review show that Umami needs to file its U.S. federal and state tax returns for the period from March 2009 until June 2010 when the company was known as Lions Gate Lighting Corp. and for the period of March 2010 – June 2010 for its subsidiary Bluefin Acquisition Group.  McGladrey has begun this process and we will file such returns when completed.  Umami does not expect to owe any taxes due to its operating loss position during this period.

EXHIBIT A

Form of Common Stock Purchase Warrant

 

EX-10.25

SENIOR SECURED CREDIT FACILITY

USD 15.000.000

LOAN AGREEMENT

Between

Umami Sustainable Seafood Inc.

as Borrower

and

Atlantis Group hf.

as Lender

Execution Copy

CONTENTS

Clause		Page
1.	DEFINITIONS AND INTERPRETATION	2
2.	THE FACILITY	5
3.	Purpose	5
4.	Conditions of Utilisation	6
5.	Utilisation – (Draw down request)	6
6.	Repayment	7
7.	Prepayment	8
8.	Interest	9
9.	Interest Periods	10
10.	TAXES	10
11.	Increased costs	10
12.	Other indemnities	11
13.	Mitigation by the Lender	11
14.	Costs and expenses	11
15.	Guarantee and indemnity	12
16.	Representations AND WARRANTIES	12
17.	Information undertakings	14
18.	NEGATIVE undertakings	15
19.	Events of Default	18
20.	ASSIGNMENTS AND SUBSTITUTION	20
21.	Changes to the Borrower	21
22.	Conduct of business by the Lender	21
23.	Payment mechanics	21
24.	Set-off	22
25.	Notices	22
26.	Calculations and certificates	23
27.	Partial invalidity	23
28.	Remedies and waivers	24
29.	Counterparts	24
30.	Governing law	24
31.	Enforcement	24
SCHEDULE 1		26
SCHEDULE 2		30
SCHEDULE 3		31

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WHEREAS The Lender has agreed to extend the Borrower a line of credit in the form of this Senior Secured Credit facility in the maximum amount of USD 15.000.000 under the terms and conditions set forth herein the Parties agree as follows:

THIS AGREEMENT is dated July 7, 2011 and made between:

(1) Umami Sustainable Seafood Inc.  (the “Borrower”); and

(2) Atlantis Group hf. a company formed under the laws of the republic of Iceland, registration no. 700805-1580, registered address at Stórhofda 15, 110 Reykjavik, Iceland (the "Lender").

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement the following words and expressions, except where the context otherwise requires, shall have the following meaning:

“Available Facility” means USD 15.000.000 minus the amount corresponding to the drawdown of the Facility with accrued interests and costs.

"Availability Period"means the period from and including the date of this Agreement to and including December 31st  2011.

"Business Day" means a day on which banks are open in Reykjavik and in relation to other currencies, the Relevant Interbank Market.

“Closing” means the signing date of this Agreement.

"Default" means any Event of Default or any Potential Event of Default.

"Encumbrance" means any mortgage pledge, lien, hypothecation, charge, assignment or deposit by way of security or any other arrangement having the effect of providing or giving security or preferential ranking to a creditor (including set off, title retention arrangements which do not arise in the ordinary course of trade, defeasance or reciprocal fee arrangements).

"Environmental Permits" means all permits, licences, consents, approvals, certificates, specifications, registrations and other authorizations and the filing of all notifications, reports, improvement programmes and assessments required under any Environmental Laws for the operation of the business of any of the Group Companies or the occupation or use of  any property in which any Group Company conducts any activity or otherwise has an interest in.

"Event of Default" means any event or circumstance specified as such in Clause 23 (Events of Default).

"Facility" means the term loan facility in an aggregate amount of USD 15.000.000.00  made available under this Agreement as described in Clause 2 (The Facility) to the extent not cancelled, reduced or transferred under this Agreement.

"Final Repayment Date" means March 30th 2012.

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"Finance Documents" means this Agreement and the Security Documents and any other document so designated by the Lender and the Borrower.

"Group" means the Borrower and each of its subsidiaries (and the subsidiaries of such subsidiaries), whether wholly or partly owned and "Group Company" means any of them.

"Interest Payment Date" means in relation to amounts borrowed under this Agreement, the last day of each Interest Period.

"Interest Period" means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

"Loan" means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

“Material Adverse Effect” means an event or circumstance which (when taken alone or together with any previous event or circumstance) is or could be expected in the reasonable opinion of the Lender to be materially adverse to the assets, business, trading prospects or financial or trading position or condition of the Group take as a whole.

"Material Contracts" means, at any time, any agreement to which a Group Company is a party which is of such importance to any member of the Group that the loss of the benefit of that agreement for the Group taking into account commercial circumstances prevailing at that time and taking into account any available alternatives or replacements would have or be reasonably likely to have a Material Adverse Effect.

"Note" means the negotiable promissory note in the form of Schedule [3] (Form of Note).

"Obligor" means a Borrower

"Party" means a party to this Agreement.

"Parent" means the Borrower as defined in the preamble of this Agreement.

“Pledge” means security interests created by the Pledge Agreement entered into concurrently with the signing of this Agreement or after the date hereof in such form as may be agreed upon by the parties hereto and which may include, without limitation, live Tuna, kept in cages at the site of Kali Tuna d.o.o., Kali, Croatia, and of Baja Aqua-farms. S.A. de C.V in Mexico; it being understood that the aggregate value of all assets pledged hereunder will not exceed 200% of the amount of the Loans outstanding from time to time.

"Potential Event of Default" means anything which, with the giving of notice, the lapse of time, any determination of materiality, the satisfaction of any applicable condition, or any combination of them is likely, in the reasonable opinion of the Lender, to be in accordance with Clause 23 (Events of Default), an Event of Default.

"Reference Banks" means Arion Bank hf., or such other banks as may be appointed by the Lender in consultation with the Borrower.

"Security Documents" means the security documents that grant the Lender a security for repayment of the loan granted under the Credit Facility Agreement.

“Subsidiaries” all subsidiaries of the Borrower.

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"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including a penalty or interest payable in connection with any failure to pay or delay in paying any of the same) and “Taxes” shall be construed accordingly.

"Unpaid Sum" means any sum due and payable but unpaid by an Obligor under this Agreement.

"Utilisation" means a utilisation of the Facility.

"Utilisation Date" means the date of a Utilisation, being the date on which the relevant Loan is to be made.

"Utilisation Request" means a notice substantially in the form set out in Schedule 2 (Utilisation Requests). – Also referred to as “drawdown request”

1.2 Construction

(a) A provision of law is a reference to that provision as amended or re-enacted;

(b) A clause on a Schedule is a reference to a clause or a schedule to this Agreement unless expressly set forth otherwise;

(c) A reference to a person or entity includes its permitted successors, transferees and assigns;

(d) Words importing the singular shall include the plural and vice versa.

2. THE FACILITY

Subject to the terms of this Agreement, the Lender hereby makes available to the Borrower a term loan facility in the aggregate amount of USD 15.000.000.00.   Drawdown on this facility is subject to terms defined in this Agreement.

3. PURPOSE

The amounts borrowed under this Agreement shall be applied to satisfy the Borrowers needs for funds to finance its operation and the operations of its subsidiaries, Kali Tuna d.o o, Kali, Croatia  and Baja Aqua- Farms S.A. de C.V. Mexico.

4. CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

a) The Borrower acknowledges that this Credit Facility is initially entered into based on the Lender’s greater than 50% ownership of the shares of the Borrower on the date hereof.

b) The parties agree that until June 30, 2011 no more than $10.000.000 in principal Loan amount will be advanced by the Lender hereunder, it being understood that (i) this amount includes $4,000,000 that was previously advanced to the Borrower or offset against existing Borrower indebtedness, (ii) $4,700,000 will be advanced by July 31, 2011.

c) Subject to Section 4.2, and the Available Facility, the Lender hereby undertakes to honor the Borrower’s  Utilisation Requests delivered hereunder; provided the Lender has received  or waived  its right to receive:

(i) Security which may be in the form of pledge of biomass, shares in the Borrower’s subsidiaries or of fixed assets, all subject to acceptance by the Lender;

(ii) Weekly cash flow statement for the Borrower for all of his Tuna farming operations; and

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(iii) Insurance certificate for the biomass in cages of Baja Acqua Farms and/or Kali Tuna and

(iv) Update on new debts or encumbrances of the Borrower in the aggregated sum of        USD one million, entered into after the date of signing of this Agreement.

(v) A statement by the Borrower setting forth the intended use of proceeds from the relevant Loan.

4.2 Further conditions precedent

The Lender will only be obliged to make a Loan available to the Borrower if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a) each representation in Clause 16 (Representations and Warranties) is true and accurate or has been waived by the Lender; and

(b) no Default is continuing or would result from the proposed Loan.

4.3 Conditions Subsequent

(a) If any of the condition precedent items referred to in Art. 4.1.b are expressly waived by the Lender, such conditions shall become conditions subsequent under this clause 4.3 and the Borrower will within 2 months deliver to the Lender in form and substance satisfactory to the Lender such documents.

4.4.  Lenders Acknowledgement.

The Lender confirms that it has received a business plan for the current operation of the Borrower, expressing need for the loans to be made available under this Secured Credit Facility.  The Lender is further fully informed of the current financial status of the main subsidiaries of the Borrower in Croatia and Mexico and therefore until further notice not calling for any additional information under Clause 4.1 as a condition for utilization acceptance of utilization requests.  The Borrower grants the Lender full access to all financial information the Lender may require and commits itself to maintain the same processes on accounting and reporting as of now in Kali Tuna and for Baja Aqua-Farm.

5. UTILISATION – (DRAW DOWN REQUEST)

5.1 Delivery and process of an Utilisation Request

(a) The Borrower may utilise the Facility by delivery to the Lender of a duly completed Utilisation Request in the format provided for as Schedule 3.  Such request shall be submitted to the Lender no less than 10 banking days prior to the requested payout date.

(b) The Lender in its sole discretion may decide whether the conditions for a Utilisation Request have been met and it is not to be held liable in any way, should it determine that such conditions have not been met.

(c) In case the Lender declines to facilitate a utilisation request, it shall give a notice thereof to the Borrower no later than 24 hours prior to the requested date of execution.

5.2 Completion of an Utilisation Request

(a) The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

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(i) the proposed Utilisation Date is a Business Day within the Availability Period;

(ii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(iii) the proposed Interest Period complies with Clause 9 (Interest Periods).

5.3 Currency and amount

(a) The currency specified in a Utilisation Request must be USD.

(b) The amount of the proposed Loan must be an amount which is not more than the Available Facility.

5.4 Note

Upon confirmation from the Lender that a valid Utilisation Request has been received, the Borrower shall issue a payment confirmation to the Borrower and cause the issuance and delivery to the Lender of a Note reflecting the principal amount of the Loan.

The Borrower acknowledges that:

(a) Each Note is intended to evidence the relevant Loan ;

(b) Each Note is issued subject to the terms of this Agreement which will in all circumstances override any provision of the Note which is inconsistent with any provision of this Agreement (as the case may be);

(c) all payments under this Agreement (whether of principal, interest or otherwise) will be taken to be payments under the Note in question; and

(d) each Note signed by the Borrower shall be deemed to have been issued by and on behalf of the Borrower from time to time.

Upon payment in full of all amounts outstanding Notes under the Facilities and those Facilities having been cancelled in full the Lender shall promptly return the Notes forthwith to the Borrower.

5.5 Utilisation Request

(a) The first Utilisation Request by the Borrower shall be accompanied by a Note corresponding to the initial amount of Loan requested under the facility.  If the Borrower fails to complete the Note, then it irrevocably authorises the Lender to complete and sign a Note in the appropriate amount on its behalf.

(b) If, for any reason, a Utilisation is not made following the receipt by the Lender of a Utilisation Request, the Lender shall return the Note to the Borrower as soon as reasonably practicable.

(c) Notes for additional draw downs shall be issued pursuant Clause 5.4.

6. REPAYMENT

6.1 Repayment of Loans

(a) This Loan Facility Agreement is valid until March 31st   2012 which is the final repayment day.   Any terms of this Agreement granting the Lender any rights shall survive until any outstanding amount granted to the Borrower under the terms of this Credit Facility Agreement is fully paid together with all interests and accumulated costs.

(b) For the avoidance of doubt, any amounts then outstanding under the terms of this Agreement shall be repaid on the Final Repayment Date.

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6.2 Re-borrowing

The Lender retains the right up on his sole discretion at the request of the Borrower to extend the validity of this Credit Facility Loan Agreement and to extend credit to the Borrower under the terms of such an extended Agreement.

7. PREPAYMENT

7.1 Illegality

If it becomes unlawful in any relevant jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain any Loan:

(a) the Lender shall promptly notify the Borrower upon becoming aware of that event whereupon the Facility will be immediately cancelled; and

(b) the Borrower shall repay the Loans on the last day of the Interest Period for each Loan occurring after the Lender has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Borrower (being no earlier than the last day of any applicable grace period permitted by law) together with accrued interest to the date of actual payment and all other sums due to it.

7.2 Change of control – asset sale - listing

(a) If any person or group of persons acting in concert gains control over the Borrower or if all or substantially all of the business or assets of a Group company are disposed of in a trade sale;

(i) the Borrower shall promptly notify the Lender upon becoming aware of that event;

(ii) the Lender shall not be obliged to fund a Utilisation Request; and

(iii) the Lender may, by not less than 2 days prior notice to the Borrower, cancel the Facility and declare all outstanding Loans, together with accrued interest, immediately due and payable, whereupon the Facility will be cancelled and all such outstanding amounts will become immediately due and payable.

(b) For the purpose of sub-clause (a) above "control" means:

(i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

1. cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meeting of the Borrower ; or

2. appoint or remove all, or the majority, of the directors or other equivalent officers of the Borrower; .

(ii) the holding of more than one-half of the issued share capital of the Borrower (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

(iii) For the purpose of sub-clause (a) above "acting in concert" means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly, of shares in the Borrower , to obtain or consolidate control of the Borrower .

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Notwithstanding anything in this Agreement to the contrary, for purposes of this section, no change in control shall be deemed to have taken place, if such change of control occurred as a result of the direct or indirect action of the Lender or its affiliates.

7.3 Voluntary prepayment of Loans

(a) The Borrower may prepay all or only part of the Loan without penalty on any Business Day if:

(i) it has given to the Lender not less than 2 Business Days' irrevocable notice of the date of  the prepayment; and

(ii) it pays the Break Costs and all appropriate breakage cost under Clause 15.1 (Miscellaneous indemnities); and

(iii) the amount prepaid is at least USD 50,000 and, if greater, an integral multiple of USD 50,000.

(b) Any prepayment shall be made with accrued interest on the amount prepaid and any other sums then due and payable to the Lender under this Agreement.

(c) A notice of prepayment once given is irrevocable and the Borrower shall be bound, to the extent this Agreement permits, to prepay in accordance with that notice.

7.4 Restrictions

The Borrower may not repay or prepay all or part of a Loan except as provided in this Agreement.

8. INTEREST

8.1 Calculation of interest

Amounts due under the Notes bear interest at the rate of 1% per month on the average amount outstanding from time to time until all amounts have been paid off.

8.2 Payment of interest

The Borrower shall pay accrued interest on each Loan under this Agreement and under the Note on each Interest Payment Date as set forth in the Notes.  At the request of the Borrower, any accrued and unpaid interest may be added to the then outstanding principal under any Loan; provided that the then Available Facility is sufficient for such additional principal.

8.3 Default interest

In the event that interest payments are not made in a timely fashion, a default rate of 1.5% per month will be in effect until all interest amounts then due and payable have been paid.

 (“Default Interest”)

9. INTEREST PERIODS

9.1 Interest Periods

Each Interest Period (except the first one) shall be of one month duration.

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9.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10. WARRANTS

On the funding date of each Loan, the Borrower shall issue to the Lender three year warrants to purchase that number of shares common stock equal to the product arrived at by multiplying (a) the quotient obtained by dividing one by 20 and (b) the dollar amount borrowed.  The exercise price for the warrants shall be $3.00.

11. TAXES

All payments to be made by the Borrower hereunder shall be made:

(a) without set-off or counterclaim; and

(b) free and clear of and without deduction for or on account of any taxes unless the Borrower are compelled by law to make payment subject to such taxes.

All taxes in respect of this Agreement shall be paid by the Borrower when due and in any event prior to the date on which penalties attach thereto and the Borrower will forward to the Lender official tax receipts evidencing payment of such taxes within 30 days of payment being due for such. The Borrower will indemnify the Lender in respect of all such Taxes.

In addition, if any taxes or amounts in respect thereof must be deducted from any amounts payable or paid by the Borrower hereunder, the Borrower shall pay such additional amounts as may be necessary to ensure that the Lender receives a net amount equal to the full amount which it would have received on the due date had payment not been made subject to such taxes.

12. FEES AND COSTS

12.1 FEES.

The Borrower shall pay in relation to each Loan made available under the terms of this agreement, an amount equal to 1.25% of the amount of each such Loan .  The fee shall be calculated for each Note issued under those terms and shall be added to the amount of the Note to be paid at its final due date.

12.2 Increased Costs

(a) Subject to Clause 11..3(Exceptions), the Borrower shall within three Business Days of a demand by the Lender, pay the Lender the amount of any reasonable increased cost incurred by it or any of its affiliated entities as a result of:

(i) the introduction of or any change in (or in the interpretation or application of) any law or regulation with which it is customary for, or expected of, banks generally (operating in the Relevant Interbank Market) to comply; or

(ii) compliance with any law or regulation adopted after the date of this Agreement that impacts on the Lender’s performance hereunder;

and which is generally borne by other borrowers of the Lender.

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12.3 Increased Cost claims

If the Lender intends to make a claim pursuant to Clause 11.1 (Increased costs), the Lender shall promptly notify the Borrower.

12.4 Exceptions

Clause 1.1.1 (Increased costs) does not apply to the extent any Increased Cost is attributable to the wilful breach (or grossly negligent failure to comply) by the Lender of (or with) any law or regulation.

13. OTHER INDEMNITIES

13.1 Miscellaneous indemnities

(a) The Borrower shall indemnify on demand the Lender against any costs, loss, expense or liability sustained by the Lender (including on its termination of any hedging instrument) as a consequence of:  (a) the occurrence or continuance of any Default or (b) its taking any steps under Clause 14.1 (Mitigation).

(b) The Borrower shall promptly indemnify the Lender against any cost, loss or liability incurred by them as a result of:

(i) its investigating any event which it reasonably believes to be a Default; or

(ii) acting or relying on any notice which it believes to be genuine, correct and authorised.

(iii) decline of a Utilisation request.

(iv) decline of a request to extend the validity of the Credit Facility Loan Agreement cc. Clause 6.2

13.2 Financing Indemnity

The Borrower shall, within 15 Business Days of demand, indemnify the Lender, each of its affiliated entities and each of its directors, officers, employees or agents (each an "Indemnified Party") against any cost, expense, loss or liability (including reasonable legal fees) incurred by that Indemnified Party (otherwise than by reason of the gross negligence or wilful misconduct of that Indemnified Party) related to, arising out of or in connection with any actual or potential legal action or proceeding arising out of or in connection with the use of proceeds of any Loan.

14. MITIGATION BY THE LENDER

14.1 Mitigation

The Lender shall (in consultation with the Borrower) take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under, or cancelled pursuant to any of Clause 7.1 (Illegality) or Clause 10(Taxes). The Lender is under no obligation to take any steps, if it considers, in its absolute discretion, that to do so might be prejudicial to it. This Clause does not in any way limit the obligations of the Borrower under this Agreement.

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15. COSTS AND EXPENSES

15.1 Transaction expenses

The Borrower shall reimburse the Lender promptly on demand (on a full indemnity basis and whether or not the Facility is utilised) for all reasonable costs and expenses in any relevant jurisdiction (including legal, valuation, accountancy, and consulting fees and communication and out-of-pocket expenses) and any VAT or similar Tax thereon incurred by the Lender in connection with the negotiation, preparation, printing, execution and syndication of:

- this Agreement and any other document referred to in this Agreement; and

- any other Finance Document executed after the date of this Agreement.

Reimbursable  cost under this provision shall not exceed USD 100.000 in total.

15.2 Enforcement Costs

The Borrower shall, within 20 Business Days of demand, pay to the Lender the amount of all costs and expenses (including legal, valuation, accountancy and consulting fees and commission and out-of-pocket expenses) and any VAT thereon incurred by the Lender in connection with the enforcement of, or the preservation of its rights under this Agreement or any of the documents referred to therein in any jurisdiction.

16. GUARANTEE AND INDEMNITY

16.1 Guarantee and indemnity

Save as described in Clause 13.2 (Limitation of Liability), the Borrower irrevocably and unconditionally:

(a) guarantees to the Lender punctual performance by the Borrower of all the Borrower's obligations under the Finance Documents;

(b) indemnifies the Lender immediately on demand against any cost, loss or liability suffered by the Lender if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which the Lender would otherwise have been entitled to recover.

16.2 Appropriations

Upon the occurrence or continuation of an Event of Default, until all amounts which become payable by the Borrower under or in connection with the Finance Documents have been irrevocably paid in full, the Lender (or any trustee or agent on its behalf) may refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise).

17. REPRESENTATIONS AND WARRANTIES

17.1 Representations and Warranties

The Borrower for itself and each the Group Companies represents and warrants that on the date of this Agreement and on the dates and to the extent specified in Clause 16.2(Repetition):

(a) Status: (in case of the Borrower) each Group Company is an entity duly organized, validly existing and registered under the applicable laws in its jurisdiction and has the power and all necessary governmental and other material consents, approvals, licences and authorities in any applicable jurisdiction to own its assets and carry on its business as it is being conducted;

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(b) Powers and authority: it has the power to enter into and perform the Finance Documents and the transaction contemplated hereby and has taken all necessary action to authorize the entry into and performance of the Finance Documents and the transaction contemplated hereby;

(c) Obligation Binding: the Finance Documents constitute a legal, valid and binding obligation of it enforceable in accordance with its terms. The Finance Documents are in proper form to make it admissible in evidence for bringing an action on the same in such courts. Without limiting the generality of the above, each Security Document to which it is a party to creates the security which the Security Document purports to create and those security interests are valid effective;

(d) Non-conflict with laws: To its knowledge, the entry into and performance of the Finance Documents and the transactions contemplated hereby do not and will not conflict with (i) any law or regulation or any official or judicial order or treaty in any relevant jurisdiction or (ii) any agreement or document to which the Borrower are party to or which is binding upon or any of its assets, nor result in the creation or imposition of any Encumbrance on any of its assets pursuant to the provisions of any such agreement or document;

(e) No Default:No Default has occurred which might have a material adverse change on its business or financial condition;

(f) Consents:  All authorizations, approvals, consents, licenses, exemptions, filings, registrations, notarizations and other matters, official or otherwise, required or advisable in connection with the entry into performance, validity and enforceability of the Finance Documents and the transactions contemplated hereby have been obtained or effected and are in full force and effect;

(g) No filings required:  It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of the Finance Documents that it be filed, recorded or enrolled with any governmental authority or agency in Iceland, USA or Croatia or that any stamp, registration or similar tax be paid on or in relation to this Agreement in Iceland, USA or Croatia;

(h) Pari Passu Ranking: Under the laws of Iceland in force at the date hereof, the claims of the Lender under this Loan will rank at least pari passu with the claims of all its unsecured creditors to the extend it may not be covered with a security provided herein;

(i) Full Disclosure: All information supplied by the Borrower in connection with this Loan is true, complete and accurate and it is not aware of any facts or circumstances that have not been disclosed to the Lender and which might, if disclosed, adversely affect the decision of a person considering whether or not to provide finance to the Borrower;

(j) No Event of Default is Continuing or is reasonably likely to result from the execution of, or the performance of any transaction contemplated by the Finance Documents;

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17.2 Repetition

On the date on which a Loan is requested, on the Utilisation Date and on the first day of each Interest Period the Borrower shall be deemed to repeat each representation and warranty in Clause 17 and 18 (Information Undertakings and  Negative  undertakings)

Lender information.  The Lender is fully knowledgeable of all current processes at the Borrower and its subsidiaries and is satisfied with the level and quality of information he has been receiving thereof.  He does not request any additional processes to be put in place at Kali Tuna but retains his right to have the same information thereof updated fin line with the current schedule.  Other paragraphs of this Clause 17 shall in the case of Kali Tuna be construed in coherence to this acceptance of current procedures.

18. INFORMATION UNDERTAKINGS

The Borrower shall cause each other Group Company to:

(a) General: Furnish the Lender with a copy from time to time with reasonable promptness of such financial and other information as to itself as the Lender may reasonably request.

(b) Budget: Deliver to the Lender upon request, an itemized consolidated budget for the Group as a whole for the next financial year in the format approved by the Lender containing :

(i) capital expenditure;

(ii) trading and revenue forecast prepared on a month by month basis;

(iii) proposed disposals where the forecast consideration exceeds on a month by month basis;

(iv) a statement on revenue and cash flow and a balance sheet as it is forecasted to be at the end of the financial year;

(v) the principal assumptions underlying the budget; and

such budget to have been approved by the directors of the Borrower, to include for each Month consolidated statements of forecast profit and loss; together with a commentary on the above and to contain such other information as is necessary in the reasonable opinion of the Lender.

(c) Accounts: Deliver to the Lender up on request

(i) audited annual accounts within one month of the same being prepared and in any event not later than 90 days after the end of the period to which such statements relate. Such accounts shall provide explanations of any material changes against the budget supplied under clause 20 (b) for that financial year; and

(ii) consolidated quarterly financial statements for the Group for the period ending every three months, within 2 days after the filing with the Securities and Exchange Commission , in a form consistent with the management accounts and also to include:

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Such accounts shall be prepared in accordance with generally accepted accounting principles in the jurisdiction where the relevant entity is incorporated and be approved by the directors (and the board where relevant) of each Group Company.

(d) Other information. Such other information concerning the business or financial condition of the Group (or any part of it), including but not limited to information of any litigation or administrative proceedings current, pending or threatened against any Group Company, any Default, any changes or proposed or possible changes in the markets in which the Group operates which may have material effect on its business.

(e) "Know your customer" checks: If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii) any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or

(iii) a proposed assignment by the Lender of any of its rights under this Agreement,

obliges the Lender to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in this Agreement.

19. UNDERTAKINGS

The Borrower shall and the Borrower shall procure that each Group Company shall:

(a) Authorisations: Promptly obtain, maintain and comply with the terms of any authorization required under any law or regulation to enable it to perform its obligations under, or for the validity, enforceability or admissibility in evidence of the Finance Documents;

(b) Security:

(i) take whatever steps and execute whatever documents the Lender may reasonably require in order to give effect to the Security Documents;

(ii) grant such further security in favour of the Lender as may be required by the Lender at any time, and which the relevant Group Company can legally grant, from time to time and all such further security will secure the obligations of each Group Company under the Finance Documents; provided that (i) the aggregate value of the security granted shall not exceed 200% the amount of the Loans outstanding from time to time and (ii) no security shall be granted in property that has been pledged or has been committed to be pledged to any other financing source or prospective financing source; and

(iii) take all actions necessary to, in every sense maintain, preserve, protect and defend the security interest granted under the Security Documents;

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(c) Ranking of Liabilities: Ensure that its liabilities under the Finance Documents will constitute its direct and unconditional obligations and rank in priority to all its other present and future indebtedness, except (i) amounts owed to UTA Capital LLC and (ii) indebtedness ranking equally or entitled to priority by operation of law.

(d) Insurance

(i) Maintain at all times, with insurance companies of good financial standing acceptable to the Lender acting reasonably, such policies of insurance in relation to its business and assets against such risks as are normally insured by prudent companies carrying on similar business and against such other risks as the Lender may from time to time require (including cover for public, product, environmental, business interruption, terrorism and third party liability), to the full replacement value of such assets for the time being on the basis of a declared value with a reasonable inflation provision;

(ii) Comply with the terms of all insurance policies, including any stipulations or restrictions as to use or operation of any asset, and for the avoidance of doubt, observe every safety regulation as recorded and set out in the policies and/or schedules relating thereto, and shall not do or permit anything which may make any insurance policy void or voidable;

(iii) If any default shall at any time be made by any Group Company in effecting or maintaining such insurance or in producing any such evidence to the Lender promptly or depositing any policy with the Lender, the Lender may take out or renew such insurances in such sums as the Lender may think expedient and all money expended by the Lender under this provision shall be recoverable by the Lender under the this Agreement;

(iv) Procure that the Group Companies shall, if so required by the Lender, use their reasonable endeavours to cause the policies of insurance maintained by them as required by this clause to be forthwith amended to include clauses in form satisfactory to the Lender to ensure that the policies shall not be voidable by the insurers as a result of any misrepresentation, non-disclosure of material facts or breach of warranty provided that in each case there shall have been no fraud or wilful deceit on the part of the insured Group Company;

(e) Maintenance of licences: Protect and maintain (and take no action which could foreseeable imperil the continuation of) the licences and statutory authorisations, consents, approvals, intellectual property, trade names, franchises and contracts (the "Authorisations") which are material and necessary for the conduct and continuation of its business substantially as presently conducted and procure that all material conditions attaching to the Authorisations are complied with and that the Group's business is carried on within the terms of the Authorisations;

(f) Access: On at least two day's notice being given to the Borrower by the Lender (except in the case of emergency), permit representatives of the Lenders or its advisers to have access to and inspect the property, assets, books and records of any Group Company during normal business hours at the risk and the cost of that Group Company;

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(g) Environmental Matters: Comply with all Environmental Laws and obtain, maintain and comply with any Environmental Permit where, in either case, failure to do so is to result in liability and/or costs in excess of two hundred and fifty thousand USD 250,000 (two hundred fifty thousand US dollars) or in the closure of any site or suspension of any of its operations or business;

(h) Compliance with laws: Comply in all respects with all laws and regulations to which it is subject, non-compliance with which would have a Material Adverse Effect;

(i) Taxes: Pay all Taxes due and payable by it within applicable time limits without incurring penalties;

(j) Intellectual Property

(i) preserve and maintain the subsistence and validity of its intellectual property necessary for the business of the relevant Group member;

(ii) use reasonable endeavours to prevent any infringement in any material respect of its intellectual property;

(iii) make registrations and pay all registration fees and taxes necessary to maintain its intellectual property in full force and effect and record its interest in that intellectual property;

(iv) not use or permit its intellectual property to be used in a way or take any step or omit to take any step in respect of that intellectual property which may materially and adversely affect the existence or value of the intellectual property or imperil the right of any member of the group to use such property; and

(v) not discontinue the use of any of its intellectual property;

where failure to do so is reasonably likely to have a Material Adverse Effect.

(k) Pensions

(i) ensure that all pension schemes operated by or maintained for the benefit of the Group Companies and/or its employees are fully funded and that no action or omission is taken by any Group Company in relation to such a pension scheme which has or is reasonably likely to have materially adverse affect.

(ii) the Parent shall ensure that no Group Company establishes any defined benefit occupational pension scheme.

(iii) The Parent shall deliver to the Lender at such times as those reports are prepared in order to comply with the then current statutory or auditing requirements (as applicable either to the trustees of any relevant schemes or to a Parent), actuarial reports in relation to all pension scheme mentioned in (a) above;

(l) Senior Management Service contracts: ensure that the senior management of each Group Company continues to be employed for that Group Company and agreements with such parties are not terminated without the Lender’s consent.

(m) Default – Litigation: promptly, upon becoming aware of the same, notify the Lender of :

(i) any Default;

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(ii) any litigation, arbitration or administration proceeding commenced against any member of the Group; which if adversely determined involves a potential liability of any member of the Group exceeding USD [250,000] (two hundred fifty thousand US dollars;

(iii) any Encumbrance attaching to any of the assets of any member of the Group, which has not been declared in budget or by other means;

(n) Status: remain a duly organized entity and validly existing under the laws of its jurisdiction of incorporation and to maintain its power to sue, to own its assets and carry on its business as it is being conducted;

(o) Material Contracts: comply at all times with all Material Contracts;

(p) Preservation of assets: maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary or desirable in the conduct of its business;

(q) No discontinuation of current processes:  The Borrower accepts to maintain all current processes at Kali Tuna in regard of Budgeting, financial planning and preparation and delivery of any information on the finances or the operation of the Company.

20. EVENTS OF DEFAULT

20.1 Events of default

Each of the events set out below is an Event of Default, whether or not caused by any reason whatsoever outside the control of the Borrower or of any other person or legal entity:

(a) Non-payment: Failure by the Borrower to pay promptly and for value on the due date any sum whatsoever due for payment by the Borrower to the Lender under the Finance Documents provided the failure shall only constitute an Event of Default if such failure to pay continue unremedied for 3 (three) Business Days after a notice thereof has been given by the Lender to a Borrower; or

(b) Breach of certain obligations: If the Borrower fails to comply with any of its obligations according to the Finance Documents and such breach if capable of remedy continues unremedied for 5 (five) Business Days after receipt of a notice thereof from the Lender; or

(c) Cross default:failure by any Group Company to make payment when due of any obligation (other than in respect of the Finance Documents) exceeding USD 500,000 (five hundred thousand US dollars) (or its equivalence in other currencies); or default by any Group Company, in the performance of any agreement under which any such obligation is created if the effect of such default is to cause such obligation to become due, or to permit the holder or holders of such obligation to declare such obligation due prior to its normal maturity; or

(d) Cessation:dissolution, termination of existence, suspension (unless fully covered by business interruption insurance) or discontinuance of business (other than as a result of a consolidation of one or more of Borrower’s subsidiaries with Borrower or another subsidiary) or ceasing to operate as going concern of Borrower or any Subsidiary; or

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(e) Unlawfulness:at any time it is unlawful for an Obligor to perform any of its obligations under any Finance Document or Transaction Document or if any Security Document is not or ceases to be legal, valid and binding on any Group Company or does not create the security it purports to create or becomes unenforceable;

(f) Legal process: Any judgment or order issued against a Group Company is not stayed or complied with within fourteen days or a creditor attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced upon or against, any of the assets, rights or revenues of a Group Company (with a value in excess of $500,000 or foreign currency equivalent thereof) which is not discharged within fourteen days, unless in each case the same is being contested in good faith by appropriate proceedings; or

(g) Insolvency; compositions:any Group Company stops or suspends payment of any of its indebtedness or commences negotiations with one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or proposes or enters into any composition or other arrangement for the benefit of its creditors generally or any class of creditors or proceedings are commenced in relation to any Group Company under any law, regulation or procedure relating to reconstruction or readjustment of its indebtedness; or

(h) Bankruptcyor insolvency proceedings:  Kali Tuna or Baja takes any action or any legal proceedings are started or other steps taken for (i) any Group Company to be adjudicated or found bankrupt or insolvent, (ii) the winding-up or dissolution of any Group Company or (iii) the appointment of a liquidator, administrator, trustee, receiver or similar officer of any Group Company or the whole or any part of their respective undertaking, assets, rights or revenues; or

(i) Change of ownership or control of Borrower or any Group Company: upon the occurrence of a change of control as defined in section 7.2.(b); or  .

(j) Analogous Effect: Any event occurs which, under the law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events mentioned in this clause19.1.

(k) Rescission: (i) any party to the Transaction Documents rescinds or purports to rescind all or part of that document where to do so would, in the Lender's opinion, have a Material Adverse Effect; or (ii) any liquidator or other person takes action to reverse or overturn the effect of a Transaction Document and the Lender is advised that such action has a material prospect of success and in the Lender's opinion such action would have a Material Adverse Effect;

(l) Fishing Licences: if at any time it is foreseeable that a fishing license of a Fishing Vessel is withdrawn by the appropriate Croatian authorities or if at any time a Fishing Vessel loses its fishing license or it becomes illegal for a Fishing Vessel to fish in accordance with Croatian laws.

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20.2 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Lender may by notice to the Borrower and/or the Guarantors:

(a) declare any un-borrowed amount to be cancelled after which the Facility shall be reduced to zero; and/or

(b) declare the Loans to be immediately due and payable together with all interest, fees and other amounts payable under this Agreement after which such sums shall become due without further demand or other notice of any kind, all of which are expressly waived by the Borrowers; and/or

(c) exercise and/or enforce all or any of its rights under and pursuant to the Security Documents in such manner as it sees fit.

Notwithstanding anything herein to the contrary, upon the occurrence of an Event of a Default, at the request of the Borrower, in lieu of exercising its rights under paragraph (b) hereof, Lender shall collect any amounts due only from the proceeds of sales of biomass pledged hereunder; provided that such sales are finalized no later than November 30, 2011 and provided further that any Notes then outstanding shall become due and payable upon collection of the proceeds of such sales or December 31, 2011, whichever occurs earlier.

21. ASSIGNMENTS AND SUBSTITUTION

21.1 Successors

This Agreement shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective permitted successors and assigns.

21.2 Assignments by the Borrower

The Borrowers may not assign or transfer all or any part of its rights or obligations hereunder without the prior written consent of the Lender.

21.3 Assignments by the Lender

The Lender may at any time assign or otherwise transfer or novate all or any part of its rights or obligations hereunder and provided that any transferee shall have confirmed to the Borrower prior to the transfer taking effect, that it undertakes to be bound by the terms of this Agreement as the Lender in form and substance satisfactory to the Borrower. On the transfer being made, the Lender shall be relieved of its obligations to the extent of the transfer of such obligations.

21.4 Sub-participations

Nothing in this Agreement restricts the ability of the Lender to sub-participate or sub-contract all or part of its rights and obligations if the Lender remains liable under this Agreement for any such obligation.

22. CHANGES TO THE BORROWER

22.1 Assignments and transfers by Borrower

No Obligor may assign any of its rights or transfer any of its rights or obligations under this Agreement.

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23. CONDUCT OF BUSINESS BY THE LENDER

No provision of this Agreement will:

(a) interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

24. PAYMENT MECHANICS

24.1 Partial payments

If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable under this Agreement, the Lender shall apply that payment towards the obligations of that Borrower under this Agreement in the following order:

(a) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Lender;

(b) secondly, in or towards payment pro rata of any accrued interest or commission due but unpaid under this Agreement;

(c) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement.

24.2 No set-off by Borrower

All payments to be made by the Borrower under this Agreement shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim; provided, however, that insurance proceeds paid out to the Lender as a result of a loss or partial loss of the collateral pledged in connection with the Loans may be offset against any amounts due hereunder..

24.3 Business Days

(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

24.4 Currency of account

(a) Subject to sub-clauses (b) and (c) below, USD is the currency of account and payment for any sum due from the Borrower under this Agreement.

(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c) Any amount expressed to be payable in a currency other than USD shall be paid in that other currency.

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25. SET-OFF

(a) The Lender may set off any matured or contingent obligation owed to it by the Borrower under this Agreement against any matured or contingent obligation owed by the Lender to that Borrower regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.  No security interest is created by this Clause.

26. NOTICES

26.1 Communications in writing

Any communication to be made under or in connection with this Agreement by an Obligor shall be made in writing and, unless otherwise stated, may be made by facsimile or letter.

26.2 Addresses

The address and facsimile number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Agreement is:

(a) in the case of the Borrowers, that identified with its name below;

(b) in the case of any other Obligor, that notified in writing to the Lender; and

(c) in the case of the Lender, that identified with its name below,

or any substitute address, facsimile number, or department or officer as the Party may notify to the Lender (or the Lender may notify to the other Parties, if a change is made by the Lender) by not less than five Business Days' notice.

Borrower:   UMAMI SUSTAINABLE SEAFOOD, INC., 1230 Columbia St., Suite 1100 San Diego, CA 92101    Lender:   Atlantis Group hf. Attn: Thorarinn V. Thorarinsson Storhofda 23 110 Reykjavik Iceland

26.3 Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with this Agreement will only be effective:

(i) if by way of facsimile, at the time the facsimile transmission report (or other appropriate evidence) confirming transmission is received by the sender; or

(ii) if by way of letter, when it has been left at the relevant address or, if posted, at noon on the second Business Day (in the case of an inland address) or the fifth Business Day (in the case of an overseas address) following the day of posting,

and, if a particular department or officer is specified as part of its address details provided under Clause 25.2(Addresses), if addressed to that department or officer.

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In proving service it shall be sufficient to prove that personal delivery was made, or that the envelope containing the communication was correctly addressed and posted or that a facsimile transmission report (or other appropriate evidence) was obtained.

(b) Any communication or document to be made or delivered to the Lender will be effective only when actually received by the Lender and then only if it is expressly marked for the attention of the department or officer identified with the Lender's signature below (or any substitute department or officer as the Lender shall specify for this purpose).

27. CALCULATIONS AND CERTIFICATES

27.1 Accounts

The accounts maintained by the Lender in connection with this Agreement shall, in the absence of manifest error, be conclusive evidence of the matters to which they relate.

27.2 Certificates and Determinations

Any certification or determination by the Lender of a rate or amount is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

27.3 Day count convention

Interest under the Notes accrues and shall be payable monthly in arrears no later than the fifth calendar day following the relevant month.  In the event that interest payments are not made in a timely fashion, a default rate of 1.5% per month will be in effect until all interest amounts then due and payable have been paid.

28. PARTIAL INVALIDITY

If any provision of this Agreement is illegal, invalid or unenforceable, the other provisions and the remainder of the affected provision shall continue to be valid.

29. REMEDIES AND WAIVERS

No failure to exercise and no delay in exercising any right, remedy, power or privilege of the Lender under this Agreement and no course of dealing between the Parties shall be construed or operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

29.1 Amendments and waivers

Any term of the this Agreement may be amended or waived only with the consent of the Lender and the Borrowers and any such amendment or waiver will be binding on all Parties.

30. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all of which when taken together shall constitute a single instrument.

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31. GOVERNING LAW

This Agreement is governed by Icelandic law.

32. ENFORCEMENT

32.1 Jurisdiction

Each of the Parties irrevocably agrees for the benefit of the Lender that the courts of Iceland shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts. The Borrower hereby irrevocably and unconditionally:

(a) waives any objection it may have to the laying of venue of any such proceedings in any of the said courts and any claim it may have that any such proceedings have been brought in an inconvenient forum or are being brought before another court;

(b) consents to the service of process out of any of the said courts in any such proceedings by the airmailing of copies, postage prepaid, to the Borrower at its said address such service to be effective on the receipt at that address;

(c) agrees that nothing herein shall affect the right to serve process in any other manner permitted by law, or to bring proceedings before any other courts of competent jurisdiction;

(d) agrees that the submission to the jurisdiction of the courts referred to above shall not (and shall not be construed so as to) limit the right of the Lender to take proceedings against the Borrower in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law.

[SIGNATURE PAGE TO FOLLOW]

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IN WITNESS OF THE ABOVE, the representatives of the Parties have signed this Agreement in the presence of witnesses.

Done in Reykjavik on the date first above written

AS WITNESS the hands of the parties the day and year first above written.

THE BORROWER

Umami Sustainable Seafood Ltd.
By:	/s/
Dan Zang, Chief Financial Officer

THE LENDER

Atlantis Group  HF.
By:	/s/
Thorarinn V. Thoararinsson

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SCHEDULE 1

NEITHER THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE OR OTHER JURISDICTION OR ANY EXCHANGE OR SELF-REGULATORY ORGANIZATION, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND SUCH OTHER LAWS AND REQUIREMENTS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR LISTING OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION AND/OR LISTING REQUIREMENTS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE COMPANY.

UMAMI SUSTAINABLE SEAFOOD INC.

COMMON STOCK WARRANT

No_________

_______________, 2011

Umami Sustainable Seafood Inc., a Nevada corporation (the “Company”), hereby certifies that ______________________________, its permissible transferees, designees, successors and assigns (collectively, the “Holder”), for value received, is entitled to purchase from the Company at any time and from time to time commencing on the date first appearing above (the “Issuance Date”), up to and through 12:01a.m. (EST) on the date three (3) years from the Issuance Date (the “Termination Date”) up to _______ shares (each, a “Share” and collectively the “Shares”) of the Company’s common stock, at an exercise price per Share equal to $3.00 (the “Exercise Price”).  The number of Shares purchasable hereunder and the Exercise Price are subject to adjustment as provided in Section 4 hereof.

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1. Method of Exercise; Payment.

(a)           Exercise.  The purchase rights represented by this Warrant may be exercised, for cash only, by the Holder, in whole or in part, at any time, or from time to time, by the surrender of this Warrant (with the notice of exercise form (the "Notice of Exercise") attached hereto as Exhibit A duly executed) at the principal office of the Company, and by payment to the Company of an amount equal to the Exercise Price multiplied by the number of the Shares being purchased, which amount may be paid, at the election of the Holder, by wire transfer or certified check payable to the order of the Company. The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised.

(b)           Stock Certificates.  In the event of any exercise of the rights represented by this Warrant, as promptly as practicable after this Warrant is surrendered and delivered to the Company along with all other appropriate documentation on or after the date of exercise and in any event within ten (10) days thereafter, the Company at its expense shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of Shares issuable upon such exercise.  In the event this Warrant is exercised in part, the Company at its expense will execute and deliver a new Warrant of like tenor exercisable for the number of Shares for which this Warrant may then be exercised.

(c)           Taxes.  The issuance of the Shares upon the exercise of this Warrant, and the delivery of certificates or other instruments representing such Shares, shall be made without charge to the Holder for any tax or other charge in respect of such issuance.

2.             Warrant.

(a)           Transfer and Replacement.  At any time prior to the exercise hereof, this Warrant may be exchanged upon presentation and surrender to the Company, alone or with other warrants of like tenor of different denominations registered in the name of the same Holder, for another warrant or warrants of like tenor in the name of such Holder exercisable for the aggregate number of Shares as the warrant or warrants surrendered.

(b)           Replacement of Warrant.  Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft, or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver in lieu thereof, a new Warrant of like tenor.

(c)           Cancellation. Payment of Expenses.  Upon the surrender of this Warrant in connection with any transfer, exchange or replacement as provided in this Section 2, this Warrant shall be promptly canceled by the Company.  The Holder shall pay all taxes and all other expenses (including legal expenses, if any, incurred by the Holder or transferees) and charges payable in connection with the preparation, execution and delivery of Warrants pursuant to this Section 2.

(d)           Warrant Register.  The Company shall maintain, at its principal executive offices (or at the offices of the transfer agent for the Warrant or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant (the “Warrant Register”), in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.

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3.             Rights and Obligations of Holders of this Warrant.  

The Holder of this Warrant shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or in equity;  provided,  however, that in the event any certificate representing shares of Common Stock or other securities is issued to the holder hereof upon exercise of this Warrant, such holder shall, for all purposes, be deemed to have become the holder of record of such Common Stock on the date on which this Warrant, together with a duly executed Notice of Exercise, was surrendered and payment of the aggregate Exercise Price was made, irrespective of the date of delivery of such Common Stock certificate.

4.             Adjustments.

(a)           Stock Dividends, Reclassifications, Recapitalizations, Etc.  While this Warrant is outstanding, in the event the Company:  (i) pays a dividend in Common Stock or makes a distribution in Common Stock, (ii) subdivides its outstanding Common Stock into a greater number of shares, (iii) combines its outstanding Common Stock into a smaller number of shares or (iv) increases or decreases the number of shares of Common Stock outstanding by reclassification of its Common Stock (including a recapitalization in connection with a consolidation or merger in which the Company is the continuing corporation), then (1) the Exercise Price on the record date of such division or distribution or the effective date of such action shall be adjusted by multiplying such Exercise Price by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately before such event and the denominator of which is the number of shares of Common Stock outstanding immediately after such event, and (2) the number of shares of Common Stock for which this Warrant may be exercised immediately before such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the Exercise Price immediately before such event and the denominator of which is the Exercise Price immediately after such event.

(b)           Combination: Liquidation.  While this Warrant is outstanding, (i) In the event of a Combination (as defined below), each Holder shall have the right to receive upon exercise of the Warrant the kind and amount of shares of capital stock or other securities or property which such Holder would have been entitled to receive upon or as a result of such Combination had such Warrant been exercised immediately prior to such event (subject to further adjustment in accordance with the terms hereof).  Unless paragraph (ii) is applicable to a Combination, the Company shall provide that the surviving or acquiring Person (as defined below) (the “Successor Company”) in such Combination will assume by written instrument the obligations under this Section 4 and the obligations to deliver to the Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, the Holder may be entitled to acquire. “Combination” means an event in which the Company consolidates with, mergers with or into, or sells all or substantially all of its assets to another Person, where “Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity; (ii) In the event of (x) a Combination where consideration to the holders of Common Stock in exchange for their shares is payable solely in cash or (y) the dissolution, liquidation or winding-up of the Company, the Holders shall be entitled to receive, upon surrender of their Warrant, distributions on an equal basis with the holders of Common Stock or other securities issuable upon exercise of the Warrant, as if the Warrant had been exercised immediately prior to such event, less the Exercise Price.  In case of any Combination described in this Section 4, the surviving or acquiring Person and, in the event of any dissolution, liquidation or winding-up of the Company, the Company, shall deposit promptly with an agent or trustee for the benefit of the Holders of the funds, if any, necessary to pay to the Holders the amounts to which they are entitled as described above.  After such funds and the surrendered Warrant are received, the Company is required to deliver a check in such amount as is appropriate (or, in the case or consideration other than cash, such other consideration as is appropriate) to such Person or Persons as it may be directed in writing by the Holders surrendering such Warrant.

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(c)           Exercise Price Protection. If the Company, at any time while this Warrant 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 Equivalents entitling any Person to acquire shares of Common Stock, at an effective price per share less than the then Exercise 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 Equivalents 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 Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then the Exercise Price shall be reduced and only reduced to equal the Base Share Price.  Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued.  Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 4(c) in respect of an Exempt Issuance.  As used herein, the term “Exempt Issuance” shall mean the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company, (b) securities upon the exercise or exchange of or conversion of any Shares issued hereunder, and (c) securities issued pursuant to acquisitions or strategic transactions.  As used herein, the term “Common Stock Equivalents” shall mean any securities of the Company which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 (d)          Notice of Adjustment.  Whenever the Exercise Price or the number of shares of Common Stock and other property, if any, issuable upon exercise of the Warrant is adjusted, as provided in this Section 4, the Company shall deliver to the holders of the Warrant in accordance with Section 10 a certificate of the Company’s Chief Financial Officer setting forth, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated (including a description of the basis on which (i) the Board of Directors determined the fair value of any evidences of indebtedness, other securities or property or warrants, options or other subscription or purchase rights and (ii) the Current Market Value (as defined below) of the Common Stock was determined, if either of such determinations were required), and specifying the Exercise Price and number of shares of Common Stock issuable upon exercise of the Warrant after giving effect to such adjustment.

(e)           Notice of Certain Transactions.  While this Warrant is outstanding, in the event that the Company shall propose (a) to pay any dividend payable in securities of any class to the holders of its Common Stock or to make any other non-cash dividend or distribution to the holders of its Common Stock, (b) to offer the holders of its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (c) to effect any capital reorganization, reclassification, consolidation or merger affecting the class of Common Stock, as a whole, or (d) to effect the voluntary or involuntary dissolution, liquidation or winding-up of the Company, the Company shall, within the time limits specified below, send to each Holder a notice of such proposed action or offer.  Such notice shall be mailed to the Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Exercise Price after giving effect to any adjustment pursuant to  Section 4  which will be required as a result of such action.  Such notice shall be given as promptly as possible and (x) in the case of any action covered by clause (a) or (b) above, at least ten (10) days prior to the record date for determining holders of the Common Stock for purposes of such action or (y) in the case of any other such action, at least twenty (20) days prior to the date of the taking of such proposed action or the date of participation therein by the holders of Common Stock, whichever shall be the earlier.

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(f)           Current Market Value.  The “Current Market Value” per share of Common Stock or any other security at any date means (i) if the security is not registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and/or traded on a national securities exchange, quotation system or bulletin board, (a) the value of the security, determined in good faith by the Board of Directors of the Company and certified in a board resolution, based on the most recently completed arm’s-length transaction between the Company and a Person other than an affiliate of the Company or between any two such Persons and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred within the six-month period, the value of the security as determined by an independent financial expert or an agreed upon financial valuation model or (ii) if the security is registered under the Exchange Act and/or traded on a national securities exchange, quotation system or bulletin board, the average of the daily closing bid prices (or  the equivalent in an over-the-counter market) for each day on which the Common Stock is traded for any period on the principal securities exchange or other securities market on which the common Stock is being traded (each, a “Trading Day”) during the period commencing thirty (30) days before such date and ending on the date one (1) day prior to such date.

5.             Fractional Shares.  

In lieu of issuance of a fractional share upon any exercise hereunder, the Company will issue an additional whole share in lieu of that fractional share, calculated on the basis of the Exercise Price.

6.             Legends.  

Prior to issuance of the shares of Common Stock underlying this Warrant, all such certificates representing such shares shall bear a restrictive legend to the effect that the Shares represented by such certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and that the Shares may not be sold or transferred in the absence of such registration or an exemption therefrom, such legend to be substantially in the form of the bold-face language appearing at the top of Page 1 of this Warrant.   

7.             Disposition of Warrants or Shares.  

The Holder of this Warrant, each transferee hereof and any holder and transferee of any Shares, by his or its acceptance thereof, agrees that no public distribution of Warrants or Shares will be made in violation of the provisions of the Securities Act.  Furthermore, it shall be a condition to the transfer of this Warrant that any transferee thereof deliver to the Company his or its written agreement to accept and be bound by all of the terms and conditions contained in this Warrant.

8.             Merger or Consolidation.  

The Company will not merge or consolidate with or into any other corporation, or sell or otherwise transfer its property, assets and business substantially as an entirety to another corporation, unless the corporation resulting from such merger or consolidation (if not the Company), or such transferee corporation, as the case may be, shall expressly assume, by supplemental agreement reasonably satisfactory in form and substance to the Holder, the due and punctual performance and observance of each and every covenant and condition of this Warrant to be performed and observed by the Company.

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9.             Notices.  

Except as otherwise specified herein to the contrary, all notices, requests, demands and other communications required or desired to be given hereunder shall only be effective if given in writing by certified or registered U.S. mail with return receipt requested and postage prepaid; by private overnight delivery service (e.g. Federal Express); by facsimile transmission (if no original documents or instruments must accompany the notice); or by personal delivery.  Any such notice shall be deemed to have been given (a) on the business day immediately following the mailing thereof, if mailed by certified or registered U.S. mail as specified above; (b) on the business day immediately following deposit with a private overnight delivery service if sent by said service; (c) upon receipt of confirmation of transmission if sent by facsimile transmission; or (d) upon personal delivery of the notice.  All such notices shall be sent to the following address (or to such other address or addresses as a party may have advised the other in the manner provided in this Section 9):

If to the Company:	1230 Columbia St., Suite 1110
	San Diego, CA 92101
	Attn: Dan Zang

Notwithstanding the time of effectiveness of notices set forth in this Section 9, a Notice of Exercise shall not be deemed effectively given until it has been duly completed and submitted to the Company together with this original Warrant and payment of the Exercise Price in a manner set forth in this Section 9. 

10.           Governing Law.  

This Agreement shall be governed by and construed solely and exclusively in accordance with and pursuant to the internal laws of the State of California without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court located in the City of San Diego. By its execution hereof, the parties hereby covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City of San Diego and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in San Diego. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable counsel fees and disbursements.

11.           Successors and Assigns.  

This Warrant shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

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12.           Headings.  

The headings of various sections of this Warrant have been inserted for reference only and shall not affect the meaning or construction of any of the provisions hereof.

13.           Severability.

If any provision of this Warrant is held to be unenforceable under applicable law, such provision shall be excluded from this Warrant, and the balance hereof shall be interpreted as if such provision were so excluded.

14.           Modification and Waiver.  

This Warrant and any provision hereof may be amended, waived, discharged or terminated only by an instrument in writing signed by the Company and the Holder.

15.           Specific Enforcement.  

The Company and the Holder acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Warrant were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Warrant and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which either of them may be entitled by law or equity.

16.           Assignment.  

This Warrant may be transferred or assigned, in whole or in part, at any time and from time to time by the then Holder by submitting this Warrant to the Company together with a duly executed Assignment in substantially the form and substance of the Form of Assignment which accompanies this Warrant as  Exhibit B  hereto, and, upon the Company’s receipt thereof, and in any event, within five (5) business days thereafter, the Company shall issue a Warrant to the Holder to evidence that portion of this Warrant, if any as shall not have been so transferred or assigned.

(Signature Page Immediately Follows)

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, manually or by facsimile, by one of its officers thereunto duly authorized.

Date: __________________, 2011

UMAMI SUSTAINABLE SEAFOOD INC.

By:

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EXHIBIT A

NOTICE OF EXERCISE

To Be Executed by the Holder

in Order to Exercise the Warrant

The undersigned Holder hereby elects to purchase _______ Shares pursuant to the attached Warrant, and requests that certificates for securities be issued in the name of:

(Please type or print name and address)

(Social Security or Tax Identification Number)

and delivered to:

.

(Please type or print name and address if different from above)

If such number of Shares being purchased hereby shall not be all the Shares that may be purchased pursuant to the attached Warrant, a new Warrant for the balance of such Shares shall be registered in the name of, and delivered to, the Holder at the address set forth below.

In full payment of the purchase price with respect to the Shares purchased and transfer taxes, if any, the undersigned hereby tenders payment of $__________ by check, money order or wire transfer payable in United States currency to the order of [________________].

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The Holder represents that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act (as set forth on Schedule A), and that the Holder is able to bear the economic risk of an investment in the Shares. To evidence the Subscriber’s status as an accredited investor, the Subscriber agrees to deliver to the Company a fully completed and executed Accredited Investor Questionnaire in the form attached hereto as Schedule A, and agrees that the representations and warranties set out in such questionnaire, as executed by the Holder, are true as of the date hereof.

HOLDER:

By:

Name:

Title:

Address:

Dated:

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SCHEDULE A

U.S. ACCREDITED INVESTOR QUESTIONNAIRE

The Holder covenants, represents and warrants to the Company that it satisfies one or more of the categories of “Accredited Investors”, as defined by Regulation D promulgated under the 1933 Act, as indicated below:  (Please initial in the space provide those categories, if any, of an “Accredited Investor” which the Holder satisfies.)

 Category 1 An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US $5,000,000.

  Category 2 A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000.

  Category 3 A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

  Category 4 A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance Corporation as defined in Section 2(13) of the 1933 Act; an investment Corporation registered under the Investment Corporation Act of 1940 (United States) or a business development Corporation as defined in Section 2(a)(48) of such Act; a Small Business Investment Corporation licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance corporation or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors.

  Category 5 A private business development corporation as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States).

  Category 6 A director or executive officer of the Company.

  Category 7 A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act.

  Category 8 An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories.

Note that the Holder may be required to supply the Company with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the Holder’s status as an Accredited Investor.

If the Holder is an entity which initialled Category 8 in reliance upon the Accredited Investor categories above, state the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity owner of the said entity:

The Holder hereby certifies that the information contained in this US Questionnaireis complete and accurate and the Holder will notify the Company promptly of any change in any such information. The Holder acknowledges and agrees that the Holder may be required by the Company to provide such additional documentation as may be reasonably required by the Company and its legal counsel in determining the Holder’s eligibility to acquire the Shares under relevant legislation.

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If this US Questionnaireis being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Holder represents that it has the authority to execute and deliver this US Questionnaireon behalf of such entity.

IN WITNESS WHEREOF, the Holder has executed this US Questionnaireas of the ___ day of _________, 20___.

If a Corporation, Partnership or Other Entity:	If an Individual:
Print of Type Name of Entity	Signature
Signature of Authorized Signatory	Print or Type Name
Type of Entity	Social Security/Tax I.D. No. (if applicable)

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EXHIBIT B

FORM OF ASSIGNMENT

(To be signed only on transfer of Warrant)

For value received, the undersigned hereby sells, assigns, and transfers unto _____________ the right represented by the within Warrant to purchase ______ shares of Common Stock of Umami Sustainable Seafood Inc., a Nevada corporation, to which the within Warrant relates, and appoints ____________________ Attorney to transfer such right on the books of Umami Sustainable Seafood Inc., a Nevada corporation, with full power of substitution of premises.

Dated:	By:
	Name:
	Title:
	(signature must conform to name
	of holder as specified on the fact of the Warrant)
	Address:

Signed in the presence of:

Dated:

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SCHEDULE 2

UTILISATION REQUEST

From: [Borrower]

To: [Lender]

Dated:

Dear Sirs

USD [ ● ] Facility Agreement

dated [      ] (the "Agreement")

1. We refer to the Agreement.  This is a Utilisation Request.  Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:	[        ] (or, if that is not a Business Day, the next Business Day)
Currency of Loan:	USD:
Amount:	[     ] or, if less, the Available Facility

3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

4. This Utilisation Request is irrevocable.

Yours faithfully

…………………………………

authorised signatory for UMAMI SUSTAINABLE SEAFOOD, INC., UMAMI SUSTAINABLE SEAFOOD, INC.,

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SCHEDULE 3

SCHEDULE 4

PLEDGE AGREEMENT

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EX-10.26

SALES AGENCY AGREEMENT

AGREEMENT dated October 6, 2011 by and between Umami Sustainable Seafood Inc., a Nevada corporation with its principal office located at 1230 Columbia Street, Ste. 400, San Diego, California (the Company”), and Atlantis Co. Ltd., a company organized and existing under the laws of Japan with its principal office located at Casa Versole. 5F, 2-16-3, Higashi-Shinbashi, Minato-ku, Tokyo 105-0021, Japan (the “Agent”).

WHEREAS, the Company is a world leading aqua farmer producing sashimi grade blue fin tuna (“Product”) at its wholly owned subsidiaries Kali Tuna located in Croatia and Baja Aqua Farms of Mexico.

WHEREAS, the Agent is a fisheries import sales company located in Tokyo, Japan distributing and selling a wide range of high quality marine fish species throughout Japan;

WHEREAS, the Company wishes to develop direct sales channels within Japan and the Agent wishes to represent the Company in completing sales into Japan,

NOW, THEREFORE, in consideration of the foregoing premises, the Company and the Agent hereby agree as follows:

1. Appointment and Territory.  The Company hereby appoints Agent as its exclusive agent to sell Product on its behalf into Japan (the “Territory”), effective immediately, and the Agent hereby accepts such appointment.

2. Company’s Right to Sell.  Notwithstanding anything herein to the contrary, during the term of this Agreement, the Company reserves the right to sell Product into the Territory at any time, provided, however, that the Agent shall be entitled to receive fees with respect to such sales that would have been payable to the Agent had it made such sales on the Company’s behalf. The agent should be properly notified of any such dialogue, in order to avoid overselling and inappropriate negotiations on behalf of the agent.

3. Term.  The initial term of this Agreement shall commence on the date hereof and shall expire on March 31, 2012; provided, however, that this Agreement shall be extended for successive one year terms, unless notice of termination is delivered by either party to the other party prior to the expiration of the then current term.

4. Orders and Sales.

(a) At all times, the Company shall use commercially reasonable efforts to assure that prompt shipment or arrangement for pick up, as the case may be, shall be made with respect to all orders received from through the Agent and to treat orders secured by the Agent with at least the same priority concerning shipments as any other customer of the Company.

(b) All sales shall be made directly by the Company to the customers introduced by the Agent.

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(c) The Company will invoice all customers for sales made through the Agent, and all payments in connection with sales made hereunder shall be made directly to the Company.

(d) The Company shall have the right to turn down any customer introduced by the Agent and sales to any customer shall be made at the Company’s sole discretion.

5. Agent’s Obligations.

(a)  Agent shall ensure that:

(i) It holds all relevant authorizations, certificates, licenses and qualifications required to meet its obligations hereunder from time to time;

(ii) It shall coordinate product declarations, quality inspections (to the extent required), the consolidation of shipments and customers’ delivery schedules;

(iii) It manages and coordinates the sale and marketing of Product in the Territory at its expense;

(iv) it identify to the Company all customers prior to accepting orders from such customers;

(v) It shall hold and maintain adequate and appropriate insurance policies including liability, indemnity, consequential, accident, and other damage insurance policies and that copies of such insurance policies be made available to the Company upon request;

(vi) That it obtain the Company’s prior written approval before using any marketing materials and any information released to any third party including brochures, web sites, and press releases that include the Company’s name ;

(vii) It not enter into any agreement on behalf of the Company with any party without the Company’s prior written approval; and

(viii) It provide the Company with regular market intelligence (including competitor activity), sales data, regulatory information, sales proposals and such other information and data as may be reasonably requested by the Company from time to time.

(e) All activities set forth in this Section 5 shall be undertaken at the Agent’s own expense.  The Agent understands and agrees that it will not bill the Company for any expenses unless any such expenses have been approved in advance.

(f) Notwithstanding anything herein to the contrary, the Company understands and agrees that the Agent may market and sell fish products similar to the Product on behalf of the Company’s competitors within or without the Territory.

6. Company Obligations.  The Company shall:

(i) Provide the Agent with Company logos and informational materials that it has on file to enable the Agent to perform local marketing and promotional activities;

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(ii) Provide the Agent with or assist it in obtaining Product certificates and documentation within a timely manner in order to perform its obligations hereunder;

(iii) Keep the Agent informed of any direct contact made with customers within the Territory;

(iv) Provide the Agent with quarterly sales transaction information, reporting net sales volumes in the Territory; and

(v) Be responsible for its own sales promotion activities such as customer visits; and

(vi) Provide the Agent with accurate information on bio mass, harvest planning and scheduling.

7. Fees and Commissions.

(a) The Company shall pay the Agent a sales commission of two percent (2%) of gross sales amounts of up to Four Billion Japanese Yen generated by the Agent, and one percent (1%) of sales in excess thereof; provided, however, that the total commissions hereunder shall not exceed 92 Million Japanese Yen during any twelve month period, provided further, that no commissions shall be due in connection with sales of Product to the Agent, unless the parties agree otherwise.

(b) All commissions payable hereunder shall be based on invoices submitted by the Agent to the Company and shall be due and payable by the Company on the tenth calendar day following the end of each calendar quarter, or the next business if the tenth calendar day is not a business day.

(c) All invoices by the Agent shall be in the same currency as the Company’s invoices to the relevant customer.  Payments hereunder shall be made in the same currency as payments made by the Company’s customers.

8. Termination.  The Company may terminate this Agreement for “Cause.”  For purposes of this Section 8, the Agreement shall be considered terminated for “Cause” on account of the occurrence of one or more of the following events (and such termination shall be effective immediately, except that such event may be remedied to the extent hereinafter specifically set forth):

(i) the Agent becomes bankrupt or insolvent;

(ii) key personnel of the Agent becomes permanently disabled or unable for a continuous period of ninety (90) days by reason of sickness or accident to carry out the services under this Agreement;

(iii) the Agent and/or its senior management is convicted of any criminal offence under the laws of any jurisdiction (not set aside on appeal);

(iv) the Agent or any person acting on its behalf commits any serious or repeated breach of any provision of this Agreement other than a breach which (being capable of being remedied) is remedied within fourteen (14) days of notice given by the Company; or

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(v) The Agent or any person acting on its behalf is guilty of serious and willful neglect or grave misconduct in the course of its engagement under this Agreement.

9. Confidentiality.

(a) The Parties acknowledge and agree that during the course of the performance of their respective obligations under this Agreement each Party may disclose Confidential Information (as hereafter defined) to the other Party.  Each Party agrees that it shall protect the confidentiality of the Confidential Information using no less than the same degree of care that each Party uses to protect its own Confidential Information, but in no case less that reasonable care.  In the event either Party is the recipient of any subpoena, litigation discovery request, or other legal demand for disclosure of the Confidential Information, such Party shall promptly notify the other Party of the receipt of such a demand at the earliest possible time so as to afford the other Party the opportunity to attempt to quash any such demand, or seek an appropriate protective order from a court of competent jurisdiction.  As used in this Agreement “Confidential Information” shall mean all non-public information designated in writing by a Party as such.

(b) In the event of a breach or a threatened breach of Section 10, a Party shall be entitled, in addition to any other relief or remedy available at law, to seek injunctive or declaratory relief without the necessity of proving irreparable harm or posting a bond.  The provisions of Section 10 shall survive the term of this Agreement.

10. Indemnification.  The Agent hereby agrees to indemnify the Company against any damage to or loss of any property, branding or reputation arising out of any act or omission by the Agent or persons acting on its behalf during the term of this Agreement.

11. Independent Contractor.  The Parties agree that the Agent is an independent contractor and that nothing herein shall constitute a partnership or joint venture between the Company and the Agent.

12. Assignability.  All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the Parties and their respective personal representatives, successors and assigns.  The obligations of the Agent may not be delegated, however, and the Agent may not, without the Company’s written consent thereto, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest therein.  Any such attempted delegation or disposition shall be null and void and without effect.  The Company and the Agent agree that this Agreement and all of the Company’s rights and obligations hereunder may be assigned or transferred by the Company to and may be assumed by and become binding upon and may inure to the benefit of any affiliate of or successor to the Company.  The term “successor” shall mean, with respect to the Company or any of its subsidiaries, and any other corporation or other business entity which, by merger, consolidation, purchase of the assets, or otherwise, acquires all or a material part of the assets of the Company.  Any assignment by the Company of its rights and obligations hereunder to any affiliate of or successor shall not be considered a termination for purposes of this Agreement.

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13. Miscellaneous.

(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified except by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed in accordance with the addresses set forth above, or to such other address as either party furnishes to the other in writing in accordance with this paragraph (b) of Section 11. Notices and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.

(d) The Parties acknowledge that this Agreement supersedes any other agreement between them concerning the subject matter hereof.

(e) This Agreement may not amended except by an instrument in writing executed by both parties.

(f) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and which together shall constitute one instrument.

[signature page follows]

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IN WITNESS WHEREOF, the parties have has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

UMAMI SUSTAINABLE SEAFOOD INC.	ATLANTIS CO., LTD.
By:  /s/ Oli Valur Steindorsson	By:  /s/ Yuji Wakasa
Name:	Name:
Title: Chairman, CEO	Title: Managing Director

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EX-10.27

TERMINATION AGREEMENT

Reference is hereby made to that certain Call Option Agreement dated July 1, 2010 (as subsequently amended, extended or renewed, the “Agreement”) between Atlantis Group HF and Lions Gate Lighting Corp. (now known as Umami Sustainable Seafood Inc.).  The parties to the Agreement hereby agree as follows:

1.   The Agreement and all rights and obligations thereunder are hereby terminated effective immediately.

2.   Option exercises, if any, under the Agreement are hereby cancelled and null and void.

3.   Each party warrants and represents that this termination agreement has been duly authorized by its board of directors.

Dated: October 3, 2011

Umami Sustainable Seafood Inc.   (formerly known as Lions Gate Lighting Corp.)	Atlantis Group HF
/s/ Oli Valur Steindorsson	/s/ Arni Pall Einarsson
Name:	Name:
Title: Chairman/CEO	Title: CEO

EX-10.28

TERMINATION AGREEMENT

Reference is hereby made to that certain Sales Agency Agreement dated June 30, 2010 between Atlantis Group HF and Lions Gate Lighting Corp. (now known as Umami Sustainable Seafood Inc.).  The parties to the Agreement hereby agree as follows:

1.   The Agreement and all rights and obligations thereunder are hereby terminated effective immediately.

2.   All products due to be delivered under the Agreement have been delivered and all amounts due thereunder have been settled and no monies or products are due thereunder.

3.   Each party warrants and represents that this termination agreement has been duly authorized by its board of directors.

Dated: October 3, 2011

Umami Sustainable Seafood Inc.   (formerly known as Lions Gate Lighting Corp.)	Atlantis Group HF
/s/ Oli Valur Steindorsson	/s/ Arni Pall Einarsson
Name:	Name:
Title: Chairman/CEO	Title: CEO

EX-31.1

EXHIBIT 31.1

UMAMI SUSTAINABLE SEAFOOD INC.

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Oli Valur Steindorsson, certify that:

1. I have reviewed this annual report on Form 10-K of Umami Sustainable Seafood Inc.:

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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 principles;  

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and  

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and  

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

Date: November 14, 2011	/s/ Oli Valur Steindorsson
	Chief Executive Officer Principal Executive Officer

EX-31.2

EXHIBIT 31.2

UMAMI SUSTAINABLE SEAFOOD INC.

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Daniel G. Zang, certify that:

1. I have reviewed this annual report on Form 10-K of Umami Sustainable Seafood Inc.:

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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 principles;  

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and  

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

Date: November 14, 2011	/s/ Daniel G. Zang
	Chief Financial Officer Principal Financial and Accounting Officer

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Umami Sustainable Seafood Inc. (the "Company") on Form 10-K for the year ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Oli Valur Steindorsson, Chief Executive Officer, and Daniel G. Zang, Chief Financial Officer, certify. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

(1) This report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Oli Valur Steindorsson	/s/ Daniel G. Zang
Chief Executive Officer	Chief Financial Officer
Principal Executive Officer	Principal Financial and Accounting Officer
Date: November 14, 2011	Date: November 14, 2011