10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2012

OR

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

For the transition period from ______________ to ______________

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 or organization)	(I.R.S. Employer Identification Number)
1230 Columbia St. Suite 440 San Diego, CA	92101
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code:	619-544-9177

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. Yes  þ     No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website if any Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  þ     No  ¨

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   þ

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

Yes  ¨ No  þ

The number of shares outstanding of issuer's common stock, $0.001 par value as of May 11, 2012 is 59,512,066.

INDEX

	Page
PART I - Financial Information	1
Item 1: Unaudited Interim Condensed Consolidated Financial Statements	1
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 4: Controls and Procedures	51
PART II - Other Information	51
Item 1: Legal Proceedings	51
Item 1A: Risk Factors	52
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3: Defaults Upon Senior Securities	53
Item 4: Mine Safety Disclosures	53
Item 5: Other Information	53
Item 6: Exhibits	53
Signatures	54

PART I. FINANCIAL INFORMATION

Item 1. Unaudited Interim Condensed Consolidated Financial Statements

UMAMI SUSTAINABLE SEAFOOD INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

(Unaudited)

	March 31, 2012			June 30, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	17,635		$	1,096
Accounts receivable, trade, net	28			1,347
Accounts receivable, related party	16,446			1,970
Inventories	33,828			55,026
Refundable value added tax	2,792			2,007
Other current assets	4,396			672
Total current assets	75,125			62,118
Property and equipment, net	17,605			16,745
Farming concessions	11,449			11,541
Goodwill	265			292
Deferred income taxes	410			445
Deferred financing costs	—			368
Prepaid tuna quota and other assets	1,988			209
Total assets	$	106,842		$	91,718
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	18,809		$	24,002
Notes payable, related parties	—			7,587
Accounts payable, trade	2,309			8,916
Accounts payable, related parties	—			556
Accrued liabilities	1,530			2,750
Income taxes payable	7,471			1,387
Deferred income taxes	734			750
Total current liabilities	30,853			45,948
Long-term debt	15,825			4,417
Notes payable, related parties	—			2,000
Derivative stock warrants	5,021			2,286
Obligations under capital leases	10			16
Deferred income taxes	2,214			2,214
Other long-term liabilities	—			803
Total liabilities	53,923			57,684
Commitments and contingencies  (Note 13)
Stockholders’ equity:
Common stock  $0.001 par value, 100,000 shares authorized
59,512 shares issued and outstanding at March 31, 2012 and June 30, 2011	60			60
Additional paid-in capital	24,719			23,566
Retained earnings	28,057			8,549
Accumulated other comprehensive income	3,648			4,636
Total Umami Sustainable Seafood Inc. stockholders’ equity	56,484			36,811
Noncontrolling interests:
Lubin	(3,328		)	(2,705		)
Marpesca	(259		)	(99		)
KTT	22			27
Total noncontrolling interests	(3,565		)	(2,777		)
Total equity	52,919			34,034
Total liabilities and stockholders’ equity	$	106,842		$	91,718

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

1

UMAMI SUSTAINABLE SEAFOOD INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share information)

(Unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2012			2011			2012			2011
Net revenue	$	25,590		$	42,338		$	97,114		$	56,712
Cost of goods sold	(12,524		)	(32,383		)	(49,944		)	(43,539		)
Gross profit	13,066			9,955			47,170			13,173
Selling, general and administrative expenses	(3,723		)	(3,485		)	(10,840		)	(7,042		)
Research and development expenses	(44		)	(121		)	(150		)	(244		)
Other operating income (expense), net	(26		)	30			157			329
Total operating expenses	(3,793		)	(3,576		)	(10,833		)	(6,957		)
Operating income	9,273			6,379			36,337			6,216
Loss from foreign currency transactions and remeasurements	(1,943		)	(500		)	(1,586		)	(734		)
Gain (loss) on derivative stock warrants	(2,258		)	(140		)	(2,462		)	79
Gain from investment in unconsolidated affiliates	—			—			—			601
Bargain purchase on business combinations	—			930			—			2,781
Interest expense, net	(1,110		)	(2,264		)	(5,978		)	(4,889		)
Income before provision for income taxes	3,962			4,405			26,311			4,054
Income tax provision	1,405			1,675			7,857			2,104
Net income	2,557			2,730			18,454			1,950
Add net (income) losses attributable to the non-controlling interests:
Lubin	184			(10		)	891			562
Marpesca	103			87			160			131
KTT	1			1			3			74
Net income attributable to Umami Sustainable Seafood Inc. stockholders	$	2,845		$	2,808		$	19,508		$	2,717
Basic net income per share attributable to Umami Sustainable Seafood Inc. stockholders	$	0.05		$	0.05		$	0.33		$	0.05
Weighted-average shares outstanding, basic	59,512			59,412			59,512			52,541
Diluted net income per share attributable to Umami Sustainable Seafood Inc. stockholders	$	0.05		$	0.05		$	0.31		$	0.05
Weighted-average shares outstanding, diluted	62,979			59,942			63,507			52,691

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

2

UMAMI SUSTAINABLE SEAFOOD INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)

	Three Months Ended March 31,					Nine Months Ended March 31,
	2012			2011		2012			2011
Net income	$	2,557		$	2,730	$	18,454		$	1,950
Unrealized foreign currency translation gain (loss)	1,323			1,047		(988		)	1,645
Comprehensive income	3,880			3,777		17,466			3,595
Comprehensive income (loss) attributable to non-controlling interests	(106		)	78		266			767
Total comprehensive income attributable to Umami shareholders	$	3,774		$	3,855	$	17,732		$	4,362

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

3

UMAMI SUSTAINABLE SEAFOOD INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)

(Unaudited)

	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income			Total Umami Sustainable Seafood Inc. Stockholders' Equity			Non-Controlling Interests									Total Equity
	Shares	Amount												Lubin			Marpesca			KTT
Equity June 30, 2011	59,512	$	60	$	23,566	$	8,549	$	4,636		$	36,811		$	(2,705	)	$	(99	)	$	27		$	34,034
Issuance of warrants				50							50												50
Stock-based compensation expense				300							300												300
Placement agent settlement				803							803												803
Comprehensive income (loss):
Net income (loss)						19,508					19,508			(891		)	(160		)	(3		)	18,454
Translation adjustments								(988		)	(988		)	268			—			(2		)	(722		)
Total comprehensive income (loss)											18,520			(623		)	(160		)	(5		)	17,732
Equity March 31, 2012	59,512	$	60	$	24,719	$	28,057	$	3,648		$	56,484		$	(3,328	)	$	(259	)	$	22		$	52,919

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

4

UMAMI SUSTAINABLE SEAFOOD INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Nine Months Ended March 31,
	2012			2011
Operating activities
Net income	$	18,454		$	1,950
Adjustments to reconcile to net cash used in operating activities:
Depreciation and amortization	1,176			1,259
Gain on bargain purchase business combination	—			(2,781		)
Stock-based compensation	300			120
Deferred income tax	—			(134		)
Loss (gain) on stock warrants	2,462			(79		)
Income from investment in unconsolidated affiliates	—			(601		)
Amortization of deferred finance costs, debt discount and warrants included in interest expense	3,419			1,641
Foreign currency charges on foreign-denominated debt	331			—
Changes in assets and liabilities:
Accounts receivable, trade	1,216			(624		)
Accounts receivable, related parties	(20,244		)	(12,253		)
Inventories	18,275			18,098
Refundable value added tax	(938		)	(9		)
Prepaid expenses and other assets	(5,567		)	(1,010		)
Accounts payable, trade and accrued liabilities	(6,680		)	3,210
Income taxes payable	6,232			1,561
Accounts payable to related parties	(477		)	796
Net cash provided by operating activities	17,959			11,144
Investing activities
Purchase of Baja and Oceanic	—			(19,109		)
Purchase of BTH joint venture assets	—			(1,629		)
Purchases of property and equipment	(3,680		)	(565		)
Proceeds from sale of property and equipment	25			—
Net cash used in investing activities	(3,655		)	(21,303		)
Financing activities
Bank financing	19,150			21,609
Bank repayments	(12,468		)	(19,934		)
Borrowings from unrelated parties	11,908			14,750
Repayments of borrowings from unrelated parties	(12,506		)	(8,750		)
Borrowings from related parties	1,315			4,099
Repayments of borrowings from related parties	(6,027		)	(5,442		)
Capital leases	(5		)	—
Offering costs paid	(452		)	(1,046		)
Proceeds on the issuance of common stock and warrants	—			4,641
Funds released from escrow	—			1,635
Net cash provided by financing activities	915			11,562
Subtotal	15,219			1,403
Effect of exchange rate changes on the balances of cash held in foreign currencies	1,320			2,951
Cash and cash equivalents at beginning of year	1,096			215
Cash and cash equivalents at end of period	$	17,635		$	4,569
Supplemental cash flow information
Cash paid during the year for:
Interest	$	2,196		$	2,061
Income taxes	2,453			562
Non-cash activities
Reclassification of derivative warrant liability	$	—		$	1,290
Advances from shareholders for acquisition of Baja and Oceanic	—			8,000
Payment by BTH to Atlantis Group to offset against stockholder loan	—			334
Issuance of common stock in connection with acquisition of Baja and Oceanic	—			12,050
Settlement of related party accounts	6,262			8,884

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

5

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of business

Umami Sustainable Seafood Inc. (including its subsidiaries unless the context indicates otherwise, "Umami" or "the Company") fishes and farms for Northern and Pacific Bluefin Tuna. The Company has 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"), the Company's majority stockholder.

The Company's core business activity is farming and selling Bluefin Tuna. The Company generates all of its revenue from the sale of Bluefin Tuna primarily into the Japanese sushi and sashimi market, and its sales are highly seasonal. The Company's farming operations increase the total weight of its Bluefin Tuna, which it refers to as biomass, by catching or, less frequently, purchasing Bluefin Tuna and then transporting them to its farms for optimizing the growth cycle by maintaining its Bluefin Tuna biomass inventory in farm pens over extended cycles.

The Company is a June 30-based fiscal year Company and due to the optimal seasonality for harvesting Bluefin Tuna in winter, it generates little or no revenue in its first fiscal quarter (the three months ending September 30) or its fourth fiscal quarter (the three months ending June 30). In Croatia, the Company's harvest months are typically from November through February, while in Mexico, harvest months are typically from October through December.

The Company owns and operates Kali Tuna d.o.o., or Kali Tuna, which is a Northern Bluefin Tuna farming operation located in the Adriatic Sea off the coast of Croatia. The Company also owns and operates Baja Aqua Farms, S.A. de C.V., or Baja, which is a Pacific Bluefin Tuna farming operation located in the Pacific Ocean off Baja California, Mexico.

Prior to June 30, 2010, the Company was a shell company known as Lions Gate Lighting Corp., or Lions Gate. On June 30, 2010, Lions Gate and Atlantis Group hf, or Atlantis, the Company's majority shareholder, completed a transaction in which Lions Gate purchased from Atlantis all of the issued and outstanding shares of its wholly-owned subsidiary, Bluefin Tuna Acquisition Group, or 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 an indirect subsidiary of Atlantis, became an indirect wholly-owned subsidiary of the Company. 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, the Company changed its name to Umami Sustainable Seafood Inc. On July 20, 2010, the Company acquired 33% of Baja Aqua Farms, S.A. de C.V., or Baja, and on November 30, 2010, it acquired virtually all of the remaining shares of Baja and all of the shares of its related party Oceanic Enterprises, Inc, or Oceanic. The Company currently owns 99.98% of Baja.

2. Significant accounting policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Umami and its wholly owned subsidiaries and its controlling variable interest entities have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2011, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on November 14, 2011.

The interim condensed consolidated financial statements at March 31, 2012 and for the three and nine months ended March 31, 2012 are unaudited. In the opinion of management, all adjustments and disclosures considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the interim periods have been included. These adjustments are of a normal recurring nature. However, the reported results for the interim period ended March 31, 2012 are not indicative of the results that may be expected for the fiscal year ending June 30, 2012. The June 30, 2011 year-end balance sheet data was derived from the audited financial statements and notes thereto for the fiscal year ended June 30, 2011, included in our

6

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Annual Report on Form 10-K filed with the SEC on November 14, 2011.

The Company's functional and reporting currency is the United States dollar (the "USD"). Kali Tuna's and Lubin's (see below) transactions and balances have been measured in Croatian Kuna (the "HRK"), their functional currency, and their financial statements have been translated into USD. 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, which relate solely to Kali Tuna, are recorded in accumulated other comprehensive income, and are not adjusted for income taxes as they relate to an indefinite investment in a non-U.S. subsidiary. The resulting gain or loss related to Kali Tuna transaction adjustments and Baja remeasurements is included in the statements of operations in gain/loss from foreign currency transactions and remeasurements. All amounts appearing in tables 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. Revenues are translated or remeasured at the exchange effect in effect on the date of each sale, as the Company has small number of individual sales transactions. Expenses are translated or remeasured at weighted 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 gain (loss) from foreign currency transactions and remeasurements. Equity is translated at historical rates, and the resulting translation adjustments for Kali Tuna are reflected in accumulated other comprehensive income.

Reclassification

Certain other items in the prior periods have been reclassified to conform with the March 31, 2012 presentation, with no effects on previously reported equity or net income (loss) attributable to Umami stockholders.

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 utilization of deferred tax assets. Actual results may differ from those estimates.

Basis of Consolidation

The Company's 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 initial 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 the Company's equity interest in the results of the operations of Baja and Oceanic.  From December 1, 2010, the Company's financial statements include Baja and Oceanic fully consolidated. All significant intercompany balances and transactions have been eliminated in consolidation.

Variable Interest Entities

Under ASC 810, a variable interest entity ("VIE") is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

Based upon the criteria set forth in ASC 810, the Company has determined that it is the primary beneficiary in two VIEs, MB Lubin d.o.o. ("Lubin") in Croatia and Marpesca S.A. de C.V. ("Marpesca") in Mexico (of which Kali Tuna and Baja are the primary beneficiaries respectively), as the Company absorbs significant economics of the entities, has the power to direct the activities that are considered most significant to the entities, and provides financing to the entities. In addition, the entities do not have the total equity investment at risk sufficient to permit them to finance their activities without the Company's support. As such, the VIEs have been consolidated within the Company’s interim condensed consolidated financial statements.

7

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

Recently Adopted Accounting Standards

In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (Topic 820) — Fair Value Measurement (ASU 2011-04), to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements, particularly for Level 3 fair value measurements. This standard is effective for interim and annual periods beginning after December 15, 2011 and is applied on a prospective basis. The adoption of this guidance did not have a material impact on the Company's consolidated condensed financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income (ASU 2011-05), to require an entity to present the total 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. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. The standard does not change the items which must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. This standard is effective for interim and annual periods beginning after December 15, 2011 and is to be applied retrospectively. The FASB has deferred the requirement to present reclassification adjustments for each component of accumulated other comprehensive income in both net income and other comprehensive income. Companies are required to either present amounts reclassified out of other comprehensive income on the face of the financial statements or disclose those amounts in the notes to the financial statements. During the deferral period, there is no requirement to separately present or disclose the reclassification adjustments into net income. The effective date of this deferral will be consistent with the effective date of the ASU 2011-05. The Company has presented condensed consolidated statements of comprehensive income for the three and nine months ended March 31, 2012 and 2011 as a separate statement immediately following the condensed consolidated statements of income for the three and nine months ended March 31, 2012 and 2011.

Newly Issued Accounting Standards

In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment. ASU No. 2011-08 is intended to simplify goodwill impairment testing. ASU No. 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying value before performing the two-step goodwill impairment test that exists currently. If it is determined through the qualitative assessment that a reporting unit's fair value is more likely than not greater than its carrying value, the remaining impairment steps would be unnecessary. The qualitative assessment is optional, allowing companies to go directly to the quantitative assessment. ASU No. 2011-08 is effective for fiscal years beginning after December 15, 2011 with early adoption permitted. The Company plans to adopt this revised guidance during the annual goodwill impairment test in the year ended June 30, 2012, and does not expect that the adoption will have a material effect on its consolidated 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. The Company has excluded warrants to purchase 0.3 million shares of the Company's common stock and 1.1 million stock options from the diluted shares because they were anti-dilutive.

The following table presents the calculation of earnings (loss) per share (in thousands, except per share data):

8

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Three Months Ended March 31,				Nine Months Ended March 31,
	2012		2011		2012		2011
Numerator: Net income (loss) attributable to Umami stockholders	$	2,845	$	2,808	$	19,508	$	2,717
Denominator: Weighted average shares outstanding (basic)	59,512		59,412		59,512		52,541
Effect of dilutive securities
Stock options and warrants	3,467		530		3,995		150
Denominator: Weighted average shares outstanding (diluted)	62,979		59,942		63,507		52,691
Net income (loss) per share (basic)	$	0.05	$	0.05	$	0.33	$	0.05
Net income (loss) per share (diluted)	$	0.05	$	0.05	$	0.31	$	0.05

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, tuna inventory is delivered, the significant risks and rewards of ownership have been transferred to the buyer, the arrangement fee is fixed and determinable and collectability is reasonably assured. The delivery occurs either at one of the Company's sites in Croatia or Mexico when loaded into a freezer vessel or container or at the auction house in Japan. The Company is responsible for the costs of shipping and handling up to the point of sale. These costs are included in the cost of goods sold. The Company does not incur any post sale obligations.

Value Added Tax (VAT or IVA)

Revenue is presented net of value added taxes collected. In Croatia (VAT) and Mexico (IVA, Impuesto al Valor Agregado, or VAT in Mexico), is not charged on exports, and in Mexico, Bluefin Tuna is classified as a food which is IVA exempt. In both countries, the Company can claim back VAT or IVA paid on its business purchases. At March 31, 2012, the VAT rate for Croatia was 25% and the IVA rate for Mexico was 15%. The amount receivable from the Mexican and Croatian Tax authorities is recorded in the Company's balance sheet as "Refundable value added tax."

Cost of Goods Sold

Cost of goods sold includes costs associated with the initial catching or purchasing of tuna and costs associated with towing fish to the Company's farming operations, as well as farming costs, tuna shipping and handling costs and insurance costs related to the Company's Bluefin Tuna inventories. The Company's farming costs include feed costs, which are the largest component of growing costs, as well as other costs of farming such as employee compensation, benefits, and other employee-related costs for its farming personnel and direct costs incurred in the farming operation. Finally, cost of goods sold in fiscal 2011 and 2012 also reflects fair value adjustments 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. Changes in cost of goods sold do not necessarily correlate with revenue changes. Costs of goods sold may be materially impacted by changes over which the Company has limited or no control, particularly feed costs.

Selling and General Administration Expenses

Selling and general administrative expenses consist of commissions payable arising from the Company's sales agreement with Atlantis, compensation, benefits, and other employee-related costs for executive management, finance, human resources and other administrative personnel, third-party professional fees, allocated facilities costs, and other corporate and operating expenses.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are

9

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the factors that market participants would use in valuing the asset or liability. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Unadjusted quoted prices for identical assets or liabilities in active markets that an entity has the ability to access as of the measurement date, or observable inputs.

Level 2 - Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Significant unobservable inputs that reflect an entity's own assumptions that market participants would use in pricing an asset or liability.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When that occurs, assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for derivative stock warrants within the fair value hierarchy.

Financial Assets and Liabilities

The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As of March 31, 2012, the Company had certain liabilities that are required to be measured at fair value on a recurring basis. These included the Company's derivative stock warrants. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities all approximate their fair value due to their short-term nature. In addition, the Company believes the fair value of their short- and long-term borrowings approximate their carrying values based on change in control provisions of their debt agreements.

The Company's derivative stock warrants do not trade in an active securities market, and as such, the Company estimates the fair value of those warrants using a binomial pricing model.  Some of the significant inputs are observable in active markets, such as the fair value of the Company's share price, volatility and risk free rate.  Because some of the inputs to the Company's valuation model are either not observable quoted prices or are not derived principally from or corroborated by observable market data by correlation or other means, the warrant liability is classified as Level 3 in the fair value hierarchy. Please see Note 10 for a discussion regarding the determination of fair value for these liabilities. The unrealized gains or losses on derivative stock liabilities are recorded as a change in fair value of derivative stock warrants in the Company's Statements of Operations.

No other assets or liabilities are measured at fair value on a recurring basis, or have been measured at fair value on a non-recurring basis subsequent to initial recognition, on the accompanying consolidated condensed balance sheet as of March 31, 2012. The Company does not hold any financial instruments for trading purposes.

Financial liabilities measured at fair value on a recurring basis are summarized below (in thousands):

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Carrying Value as of		Fair Value Measurements at a Reporting Date Using:
	March 31, 2012		Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities
Derivative stock warrants	$	5,021	$	—	$	—	$	5,021	$	5,021
	Carrying Value as of		Fair Value Measurements at a Reporting Date Using:
	June 30, 2011		Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities
Derivative stock warrants	$	2,286	$	—	$	—	$	2,286	$	2,286

There were no transfers between Level 1, Level 2 and Level 3 measurements during the nine months ended March 31, 2012.

The following table presents the qualitative information about level 3 fair value measurements for financial instruments measured at fair value on a recurring basis at March 31, 2012:

	Fair Value		Valuation Technique	Unobservable Input(s)	Range (Weighted Average
Derivative stock warrants	$	5,021	Binomial pricing model	Expected volatility	22% - 62% (41%)
				Exercise price for settlement warrants	$0.01 - $1.65 (0.94)

Long-Lived Assets

The Company reviews its 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 the Company evaluates for impairment annually or more frequently based on facts and circumstances.

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, the Company considers 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. The Company considers 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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company evaluates its uncertain tax positions in accordance with the guidance for accounting for uncertainty in income taxes. The Company recognizes 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 the Company's financial statements or tax returns. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax positions in income tax expense.

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 the Statements of Operations.

Inventories

Inventories consist primarily of live tuna stock that the Company farms 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 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, the Company would adjust its inventory balances through a charge to cost of goods sold.

During the fishing season, tuna is caught at sea and transported to the Company's farms. This tuna is not included in the Company's 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 and are transferred to live stock inventory when the biomass has been assessed at lower of cost or the net realizable value. Fishing costs include costs associated with the initial catching or purchasing of the Company's tuna and costs associated with towing these fish to its farming operations, as well as farming costs, tuna shipping and handling costs and insurance costs related to its Bluefin Tuna inventories. The Company's farming costs include feed costs, which are the largest component of growing costs, as well as other costs of farming such as employee compensation, benefits, and other employee-related costs for its farming personnel and direct costs incurred in the farming operation.

Trade Accounts Receivable

Trade accounts receivable represents the balance owed to the Company by its customers (both related and non-related parties) in connection with sales transactions. An allowance for uncollectible accounts is determined by management based on a review of its 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 was less than $0.1 million on June 30, 2011 and was nil on March 31, 2012.

Cash and Cash Equivalents

The Company considers all highly liquid cash investments that mature in three months or less when purchased, to be cash equivalents. The Company's bank deposits are generally not covered by deposit insurance.

Investments in Unconsolidated Affiliates

The Company accounts for its investments in unconsolidated affiliates by the equity method. The equity method of accounting is used when an investment in voting stock gives the Company the ability to exercise significant influence over operating and financial

12

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

policies of the investee and when the Company holds 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. The Company uses a Black-Scholes model for estimating the fair value of its stock options. Since the Company has limited prior trading history, expected volatility is estimated based on the historical volatility of similar companies in the same industry as the Company. 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 options have only been granted to six individuals who are members of the Company's management and Board of Directors and because of their position with the Company are not anticipated to leave prior to the option maturities, and because the Company has 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. The Company does not presently expect to pay dividends.

Derivative Stock Warrants

Prior to November 30, 2010, the Company's reporting currency was the USD and its functional currency was the HRK, as virtually all operations were in Croatia. Capital raising efforts are conducted primarily in USD and the Company has issued and will continue to issue warrants to purchase common shares at prices denominated in USD.

Through November 30, 2010, because the exercise prices of the warrants were not denominated in the Company's functional currency, its warrants were required to 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 Statements 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 acquisition). Effective December 1, 2010, the Company's functional currency became the USD and it reclassified the $1.3 million liability for warrants to purchase 5.2 million of its common stock to stockholders' equity. Warrants to purchase approximately 4.1 million shares of the Company's common stock are currently accounted for as liabilities as of March 31, 2012 due to specific features within the warrant agreements. See Note 10 for further details.

3. Significant concentrations

Revenue concentration for sales of tuna to the Company's major customers (including related parties) for the nine months ended March 31, 2012 and 2011 were as follows (as a percentage of total net revenue):

	Nine Months Ended March 31,
	2012	2011
Atlantis Group and Subsidiaries	30.3%	72.0%
Global Seafoods Co., LTD	7.1	9.3
Sirius Ocean Inc.	19.6	7.0
Daito Gyorui Co., Ltd	15.3	—
Kyokuyo Co., LTD	12.4	—
Mitsubishi Corporation	14.9	10.8

In the nine months ended March 31, 2012, 99.2% of the Company's net revenue was generated by sales to Japanese customers, compared to 98.6% in the nine months ended March 31, 2011. In the nine months ended March 31, 2012, the sources of the Company's net revenues were 48% from Croatia and 52% from Mexico, compared to 51% from Croatia and 49% from Mexico in the nine months ended March 31, 2011. At March 31, 2012, approximately 64% of the Company's long-term assets were located

13

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

in Mexico, 35% were located in Croatia and 1% were located in the United States.

4. Inventories

Inventories were comprised as follows as of March 31, 2012 and June 30, 2011:

	March 31, 2012		June 30, 2011
Live stock inventories:
under 30 kg.	$	14,773	$	24,364
30-60 kg.	9,936		10,156
61-90 kg.	3,896		12,647
91+ kg.	1,532		1,268
	30,137		48,435
Inventory in transit (fishing season in progress)	—		4,611
Fish feed and supplies	3,691		1,980
Total inventories	$	33,828	$	55,026

Inventories are stated at the lower of cost, based on the average cost method, or market. 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 estimated 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 an acceptable profit margin on the cost to be incurred and the selling efforts. International regulations prohibit the sale for consumption of Atlantic Northern Bluefin Tuna (which is farmed in Croatia) under 30 kg. The Company evaluates the net realizable value of its inventories on a quarterly basis and would 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 the Company's 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 March 31, 2012 and June 30, 2011:

	March 31, 2012		June 30, 2011
Prepaid fishing expenses	$	2,904	$	111
Other receivables	350		180
Prepaid other expenses	524		315
Prepaid insurance	618		66
	$	4,396	$	672

6. Property and equipment

Property and equipment were as follows as of March 31, 2012 and June 30, 2011:

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UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	March 31, 2012		June 30, 2011
Cost:
Land	$	451	$	497
Buildings	2,656		2,876
Vessels	16,526		14,387
Machinery and equipment	10,675		11,704
Fixtures and office equipment	381		313
Construction in progress	442		266
	31,131		30,043
Less accumulated depreciation:
Buildings	1,189		1,205
Vessels	5,977		5,569
Machinery and equipment	6,176		6,369
Fixtures and office equipment	184		155
	13,526		13,298
Property and equipment, net	$	17,605	$	16,745

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

On July 20, 2010, the Company entered into a stock purchase agreement with Corposa, S.A. de C.V. ("Corposa") and Holshyrna Ehf ("Holshyrna"), Oceanic Enterprises, Inc. ("Oceanic"), and certain other parties, providing for the sale from Corposa and Holshyrna of 33% of the equity in Baja and Oceanic. The agreement provided for acquisition of 33% interest in Baja and Oceanic by the Company for $8.0 million, which included $4.9 million that had been advanced to Baja previously.

As part of the stock purchase agreement, the Company 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 its common stock and b) payment in cash of $10.0 million. On September 15, 2010, the Company exercised the option and on September 27, 2010, the parties 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, the Company consummated the acquisition of Baja and Oceanic. However, instead of making the $10.0 million cash payment described above, the Company 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. As a result, on November 30, 2010, Baja became the Company's 99.98% owned subsidiary and Oceanic became the Company's 100% owned subsidiary.

The Company 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 the Company's assets and liabilities. The purchase price allocation was based on estimates of the fair value of assets acquired and liabilities assumed. Under step acquisition requirements, the Company's initial unconsolidated investment in Baja was also recorded at fair value based on the purchase price. Because the initial 33% interest was acquired close to the time the remaining interest was acquired, the Company 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 its proportionate earnings ($0.6 million) while it was a 33% interest holder with no gain or loss recognized.

15

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 value of assets acquired and liabilities assumed were finalized in the year ended June 30, 2011, with the exception of the value of the farming concessions, which were finalized in the quarter ended September 30, 2011. However, there was no change in the value of Baja's farming concessions from June 30, 2011 to September 30, 2011.

Croatian Operation

In June 2011, the Company completed an acquisition from Drvenik Tuna d.o.o. (which included Bepina Komerc d.o.o., an inactive Croatian entity) of a farming concession, along with live Bluefin Tuna, cages and supplies in Croatia. The Company paid a total of $5.0 million for the assets. The Company is in the process of allocating the purchase price to the assets acquired. Based on its preliminary estimates, the Company allocated $2.9 million to biomass inventory, $1.3 million to farming concessions, $0.8 million to property and equipment and $0.3 million to goodwill during the year ended June 30, 2011. The assets acquired were valued at the Company's preliminary estimate of fair value. The acquisition will enable the Company to expand its operations in Croatia by approximately 1,500 metric tons.

8. Borrowings

The Company's borrowings were comprised as follows as of March 31, 2012 and June 30, 2011 (monetary units in thousands):

16

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Borrowing Party	Facility	Interest Rate	Effective rate at March 31, 2012	March 31, 2012		June 30, 2011
Non-related party borrowings:
Erste&Steiermaerkische bank d.d.	Kali Tuna	HRK 29,240	4.4% floating *	5.74%	$	5,178	$	5,708
Erste&Steiermaerkische bank d.d.	Kali Tuna	HRK 30,000	4.4% floating *	5.65%	5,313		5,856
Erste&Steiermaerkische bank d.d.	Kali Tuna	JPY 180,000	3M JPY LIBOR+6.5%	n/a	—		2,219
Erste&Steiermaerkische bank d.d.	Kali Tuna	HRK 80,000	40% at HBOR 2.8% + 60% at 4.4%	6.11%	14,168		—
Erste&Steiermaerkische bank d.d.	Kali Tuna	EUR 550	3M EURIBOR+5%	6.38%	675		792
Volksbank d.d.	Kali Tuna	HRK 10,000	40% at HBOR 3.8% + 60% at 5.9%	n/a	—		1,627
Privredna banka Zagreb d.d.	Kali Tuna	EUR 2,505	3M EURIBOR+4.75%	6.29%	2,543		3,593
Bancomer	Baja Aqua Farms	MXN 50,000	TIEE + 4.5%	n/a	—		4,223
Bancomer	Baja Aqua Farms	MXN 46,878	TIEE + 5.0%	9.78%	784		—
Amerra Capital Management, LLC	Umami	USD 8,500	11% + 1YR LIBOR	11.82%	5,965		—
UTA Capital LLC	Umami	USD 3,125	9%	n/a	—		3,387
Private investors	Umami	USD 5,624	Nil	n/a	—		2,000
Total obligations under capital leases					18		37
Less: Debt Discount					—		(1,007		)
Total non-related party borrowings					$	34,644	$	28,435
Related party borrowings:
Atlantis Co., Ltd.	Umami	USD 15,000	1%/month	n/a	$	—	$	4,274
Atlantis Co., Ltd.	Umami	USD 15,000	1%/month	n/a	—		—
Aurora Investments ehf	Umami	USD 8,000	1%/month	n/a	—		5,313
Total related party borrowings					$	—	$	9,587
Total borrowings					$	34,644	$	38,022
Made up of:
Short-term borrowings, non-related party					$	18,809	$	24,002
Short-term borrowing, related party					—		7,587
Long-term debt, non-related party					15,825		4,417
Long-term debt, related party					—		2,000
Long-term obligations under capital leases					10		16
Total borrowings					$	34,644	$	38,022

*At discretion of bank

Material Credit Agreements - Croatian Operations

The Company's Croatian operations are funded with local bank debt that is secured by most of the Bluefin Tuna inventory, fixed assets and concessions of its Croatian operations. Most of the loans require pre-approval for any funds to be distributed outside of the Croatian operations. At March 31, 2012, Kali Tuna had $27.9 million in bank debt, of which $12.1 million was current and $15.8 million was long-term. At March 31, 2012, the Company had $17.1 million of cash on hand available for use by its Croatian operations. The following is a description of the material indebtedness owed by the Company's Croatian operations:

Erste & Steiermaerkische Bank Loans

On October 30, 2007, Kali Tuna entered into a framework credit agreement with Erste & Steiermaerkische bank d.d. ("Erste & Steiermaerkische"), which was renewed on January 21, 2008. The framework agreements provided for a secured credit facility consisting of three revolving credit lines: (i) a credit line of HRK 29.2 million, granted under the short term revolving credit agreement dated November 12, 2007, payable successively or at once on February 15, 2012, with a variable interest rate of 5.0%; (ii) a credit line of HRK 30.0 million, granted under the short term revolving credit agreement dated June 6, 2008, payable

17

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

successively or at once on March 15, 2012, with a variable interest rate of 5.0%; and (iii) a credit line of JPY 180.0 million, payable successively or at once on March 1, 2012, with a variable interest rate of 3-month LIBOR + 6.5%. The funds were to be used for preparation of goods for export and other export purposes. The first two of the mentioned agreements were executed as part of the program of the Croatian Bank for Reconstruction and Development for advancement of export, which included a subsidized interest rate, and were each renewed for one additional year. The JPY 180.0 million credit line was repaid in full in March 2012 and has not been renewed. On March 15, 2012, the HRK 29.4 million and HRK 30.0 million credit lines were extended to February 15, 2013 and March 15, 2013, respectively, and, in connection therewith, the interest rates were reduced from 5.0% to 4.4%.

On April 15, 2011, Lubin entered into a credit agreement with Erste & Steiermaerkische. The agreement provides for a secured credit facility of EUR 0.6 million with interest payable monthly at a variable rate of three-month EURIBOR plus 5.0%. The loan matures on January 31, 2018. Funds advanced were used for operational purposes at the Company's Croatian operations. The loan/facility is secured by certain fixed assets of the Company's Croatian operations. Kali Tuna is jointly liable for all of Lubin's obligations under the facility.

On June 8, 2011, Kali Tuna entered into an additional syndicated credit agreement with Erste & Steiermaerkische and the Croatian Bank for Reconstruction and Development ("HBOR"). The agreement provides for a secured credit facility consisting of a credit line of HRK 80.0 million, which was fully drawn at December 31, 2012, with 40.0% of the credit line (funds of HBOR) accruing interest at a variable rate of 2.8% and the remaining 60.0% at a variable rate equal to the rate accruing on Croatian National Bank bills with maturity of 91 days, plus 3.0%. The facility matures on December 31, 2014 and is repayable in one installment. The interest is payable quarterly. Funds advanced are to be used for working capital needs for the operation of the farming sites of Kali Tuna in Croatia or for the purchase of tuna, and require that matching funds (at least 45%) be provided by the Company. As of March 31, 2012, Kali Tuna has drawn all funds available under the line. The line is secured by live Bluefin Tuna owned by Kali Tuna in Croatia, as well as other security instruments, including guaranties issued by Lubin, Atlantis and Umami.

Under the Erste & Steiermaerkische's agreements, Kali Tuna agreed that, without obtaining Erste & Steiermaerkische's consent, it would not pledge or otherwise encumber its assets, dispose of its assets (except in the ordinary course of business), undertake actions affecting the company status (including mergers or subdivisions), repay indebtedness owed to its shareholders, guarantee the obligations of others or incur additional indebtedness. Events of defaults, which results in an acceleration of all amounts due under the facility, include the failure to pay any obligation when due, Kali Tuna's insolvency, a material adverse change in Kali Tuna's business, use of funds for purposes other than those for which the loan was granted, the invalidity (or non-substitution) of any of the security instruments, a breach of the obligation to conduct at least 75% of the payment operations through Erste & Steiermaerkische, and a change of ownership of Kali Tuna that is not acceptable to Erste & Steiermaerkische.

Other Bank Loans

Kali Tuna also has a loan from Privredna banka Zagreb d.d. for EUR 2.5 million that matures on March 31, 2014 and is payable in three annual installments which began March 31, 2012. The first annual installment was paid early in January 2012. Interest is payable monthly based on the three-month EURIBOR rate plus 4.75%. Funds advanced were granted for the purchase of certain assets and for working capital purposes. The loan is secured by certain of the Company's fish inventory in Croatia as well as certain other security instruments, including the pledge over two motor boats owned by the seller of the assets. The parties established that the value of the pledged fish inventory amounted to HRK 29.7 million on March 31, 2011, and Kali Tuna undertook to maintain a certain value of inventory until the full repayment of the loan. Under the agreement, Kali Tuna undertook various other obligations, including not to assume further debts or to encumber its assets in a manner that could affect its ability to repay the loan, to inform the bank of all material changes (including changes of the company status) or changes affecting its business or ability to repay the loan and to conduct its monetary operations through the bank on a pro rata basis in relation to other creditors. In case of default, the bank may terminate the agreement with immediate effect and make due the total amount of the loan. Events of default include a delay in repaying any of its obligations under the agreement (or any other agreement it may enter into with the bank), a material adverse changes that may reasonably affect the ability of Kali Tuna to fulfill its obligations under the agreement and a change of the company name or address of which the bank is not informed within three days. In addition, Kali Tuna undertook not to perform any activities that could endanger the environment or any activities in breach of the applicable regulations relating to environmental protection for the duration of the agreement.

Kali Tuna had an additional credit line that was paid in full in January 2012. The credit line was with Volksbank d.d. for HRK 10.0 million that was to mature on December 31, 2013 and was payable in quarterly installments of $0.2 million, which began March 31, 2011. The terms of the loan called for a variable interest rate based on 40.0% of the funds at a rate of 3.8%, with the remaining 60.0% at a rate of 5.9%. The loan was secured by certain of the Company's Croatian fish inventory and certain other security instruments, including a guaranty by Lubin.

18

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Material Credit Agreements - Mexican Operations

On July 5, 2010, Baja entered into a revolver facility dated (as amended on June 23, 2011) with BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer("Bancomer") for MXN 50.0 million that accrued interest payable at an annual rate equal to the Mexican 28-days period Tasa de Interés Interbancaria de Equilibrio ("TIIE") + 4.0% and was secured by certain Baja inventory. Marpesca and Oli Steindorsson, the Company's Chairman, President and Chief Executive Officer, were joint obligors under the credit facility. This facility matured on September 30, 2011, was extended to November 4, 2011 and was paid in full in October 2011.

On February 22, 2012, Baja entered into a revolver facility with Bancomer for MXN 46.9 million that accrues interest payable at an annual rate of the 28-days period TIIE and is unsecured. This facility matures on February 22, 2013. At March 31, 2012, Baja had borrowed MXN 10.0 million and the remainder is available to fund its operations in Mexico. Under this facility Baja is not subject to restrictive covenants other than customary affirmative covenants such as the periodic delivery of financial statements and compliance with applicable Mexican environmental laws and regulations. This facility matures on February 22, 2013. This facility does not restrict the ability of Baja to pay dividends. Baja drew down an additional MXN 10.0 million on April 3, 2012.

Private Investor Loans - Baja and Umami

On August 26, 2011, Umami, together with Baja, entered into a credit agreement with AMERRA Agri Fund, L.P., AMERRA Agri Opportunity Fund, L.P., JP Morgan Chase Retirement Plan (the "Lending Parties") and AMERRA Capital Management, LLC (as administrative agent). The agreement was amended in February 2012 and again in April 2012 (the agreement, as amended, is referred to as the "AMERRA Agreement").

The AMERRA Agreement provides for a secured credit facility consisting of loans in an aggregate principal amount of up to $15.0 million, with a variable interest rate of one-year LIBOR plus 9.0% for a portion of the loans and LIBOR plus 11.75% for a portion of the loans. At March 31, 2012, a total of $6.0 million remained outstanding and on April 16, 2012, Umami received additional proceeds of $3.9 million for a $4.0 million note. No additional funds are currently available under the line. Additional funds can be available based on growth of the biomass or completion of the fishing operation in Baja.

Funds advanced are to be used solely to refinance certain of the Company's indebtedness, to finance the working capital needs of Baja and to pay expenses incurred in connection with the credit facility. The loans were funded in three tranches. The first tranche of $5.2 million was received on September 7, 2011 in the amount of $5.1 million, of which $3.1 million was used to repay a secured note with a maturity date of March 31, 2012, plus accrued interest and to pay placement agent costs totaling $0.1 million, with the remainder being used as general working capital for growth and reinforcement of infrastructure at the Company's facility in Mexico. The second tranche of $1.1 million was received on September 15, 2011. In January 2012, the Company repaid $0.3 million of the initial funds. The third tranche was funded in April 2012, for $3.9 million. The notes are secured by (1) substantially all of the Umami's assets, including the shares it holds in Baja and Oceanic and (2) pledges of the common stock of Marpesca made by Baja. Moreover, each of Atlantis, Aurora, Oceanic and Mr. Steindorsson have guaranteed prompt and complete performance of Umami's obligations under the AMERRA Agreement and related contracts.

The Company also issued five-year warrants to the Lending Parties to purchase 500,000 shares of our common stock at an initial exercise price of $1.50. In connection with the AMERRA Agreement, the Company granted the Lending Parties demand and piggyback registration rights and agreed to indemnify them and AMERRA against certain expenses related to the transaction and controversies arising thereunder or in connection with their registration rights, should they occur. The warrants are subject to anti-dilution protection should their then-applicable exercise price be greater than the price or exercise price of certain subsequently issued common stock or securities (including additional warrants), among other circumstances.

The Company and its subsidiaries are subject to a number of restrictions under the AMERRA Agreement that affect its ability to incur indebtedness, transfer assets, issue dividends and make investments, among other activities. For instance, subject to certain exceptions, the Company and its subsidiaries: (1) may not incur or permit to exist any indebtedness, unless the indebtedness: (a) is pre-existing or is a like-amount renewal of pre-existing debt, (b) is used to finance the acquisition and maintenance of capital assets and does not exceed $500,000, (c) is related to trade letters of credit, (d) is certain subordinated debt, (e) is incurred to harvest or increase its biomass, (f) is assumed pursuant to a permitted acquisition, (g) is secured and does not exceed $5.0 million outstanding at any time, or (h) qualifies under another limited exemption; (2) may not create, incur or permit any lien on its existing or subsequently acquired property, or assign or sell any rights (including accounts receivable) in respect of any thereof; (3) may not, without prior approval from certain of the Lending Parties, undergo a fundamental corporate change or dispose of substantially all of its or any of its subsidiaries' assets or the stock in its subsidiaries; (4) may not engage in any business other than the type conducted when the Company entered into the agreement or a business reasonably related to that type; (5) may not hold or acquire any securities (including pursuant to a merger) of, make any loan to or guarantee for, or permit to exist an interest in any assets

19

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

of, another person or entity, or acquire the assets of another person or entity constituting a business unit, except in the case of (a) short-term U.S. Treasuries, certain highly-rated commercial paper or money market funds, and certain other similar securities, (b) an investment in the capital stock of an existing subsidiary, (c) mergers or other combinations in which the Company or its subsidiary is the survivor and the acquired company operates in a complementary line of business, subject to the approval of AMERRA or (d) other investments or transactions otherwise permitted under the agreement; (6) may not make certain restricted payments, including, in the case of the Company but not its subsidiaries, cash or other non-stock dividends; (7) may not sell to, purchase from, or otherwise engage in any transactions with any affiliates not in the ordinary course and on arm's-length terms, unless the transaction only involves the Company and its subsidiaries or is otherwise permitted under the agreement; (8) may not enter or permit to exist any arrangement that restricts (a) the Company and its subsidiaries' ability to create liens against property or assets or (b) its subsidiaries' ability to pay dividends, repay loans to, or guarantee the indebtedness of, the Company or other of its subsidiaries, subject to certain exceptions. The Company is also subject to certain financial ratio requirements and both the Company and Baja must maintain minimum amounts of working capital.

The amounts due under the facility are due no later than December 15, 2012. However, in the event the Bluefin Tuna biomass at the farm has not increased, from growth or the fishing season, to meet certain agreed upon levels by certain dates up to $1.0 million would be due August 1, 2012, an additional $1.5 million would be due September 1, 2012 and an additional $1.5 million would be due October 1, 2012 with the remaining $6.0 million payable on December 15, 2012.

See Note 11 for borrowings from related parties.

Deferred financing costs of $0.5 million were incurred in the nine months ended March 31, 2012. Deferred financing costs of $0.1 million and $0.8 million were amortized in the three and nine months ended March 31, 2012, respectively.

9. Variable interest entities

Under ASC 810, a VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

Based upon the criteria set forth in ASC 810, the Company has determined that it is the primary beneficiary in two VIEs, Lubin and Marpesca, as the Company absorbs significant economics of the entities and has the power to direct the activities that are considered most significant to the entities. As such, the VIEs have been consolidated within the Company’s interim condensed consolidated financial statements.

MB Lubin d.o.o.

Under Croatian law, a foreign-owned company may engage in fishing in Croatian waters only if such right of the respective foreign-owned company derives from Croatia's obligations set forth in the International Treatise, such as by use of a VIE like Lubin. The Company's farming operation in Croatia 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 the Company's Croatian management team. Lubin owns various boats and has the right to fish for Bluefin Tuna and various bait fish. In July 2009, the Company entered into 20-year agreements whereby Lubin is required to provide services exclusively to Kali Tuna related to fish farming, live Atlantic Bluefin Tuna catching and catching of bait fish. Kali Tuna may also purchase feed and Bluefin Tuna from other suppliers. 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. The Company has therefore determined that Lubin is a variable interest entity and that Kali Tuna is the primary beneficiary.

Pursuant to the Small Pelagic Fish Supply Contract, the Business Cooperation Agreement, the Live Tuna Supply Contract and the Maritime/Fishery Services Contract, each dated July 1, 2009 and entered into between Kali Tuna and Lubin, Lubin is required to deliver to Kali Tuna any Northern Bluefin Tuna, Pilchard, Mackerel, Horse Mackerel and Anchovy it catches and to provide other maritime/fishery services to Kali Tuna for a period of 20 years. The prices Kali Tuna pays under these contracts are to be set by separate agreement for the applicable fishing season or period of service, but must match market prices and payment terms. Pursuant to the Maritime/Fishery Services Contract, Kali Tuna may also agree to reimburse Lubin's costs related to crew, fuel, food, port fees and taxes. Additionally, Lubin has agreed to let Kali Tuna use its vessels for its operations as collateral for any of its credit liabilities and, in return, Kali Tuna has agreed to help Lubin refinance its debt liabilities by taking over certain of Lubin's outstanding debts. Kali Tuna has also agreed to directly finance Lubin, and to provide guarantees and other support in connection

20

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

with third-party financing, for the short-term financing of Lubin's current assets and the long-term investment financing of supply and maintenance necessary for basic assets and equipment. During the 20-year term of these agreements, Lubin may not transfer any tangible property or right without Kali Tuna's consent.

Kali Tuna Trgovina d.o.o.

Prior to October 31, 2010, Kali Tuna operated the BTH Joint Venture. Under the terms of the BTH Joint Venture, Bluefin Tuna was acquired, farmed and sold at the Company's Croatian site. Initially the BTH Joint Venture was operated through a separate entity, Kali Tuna Trgovina d.o.o. ("KTT"). In January 2008, all activities of the BTH Joint Venture were transferred to Kali Tuna through the BTH Joint Venture.

The Company has 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 March 31, 2012, 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 ($0.7 million).

Financial support provided by Kali Tuna and its affiliates to Lubin as of March 31, 2012 and June 30, 2011 and during the three and nine months ended March 31, 2012 and 2011 is as follows:

	Lubin				Lubin
	Three Months Ended March 31,				Nine Months Ended March 31,
	2012		2011		2012		2011
Rental income and sale of inventory	$	472	$	496	$	1,861	$	1,425

	March 31, 2012		June 30, 2011
Unsecured loans	$	8,417	$	6,290

Selected information from the balance sheets of Lubin and KTT as of March 31, 2012 and June 30, 2011, and the results of operations for Lubin and KTT for the three and nine months ended March 31, 2012 and 2011 follow:

	Lubin						KTT
	March 31, 2012			June 30, 2011			March 31, 2012		June 30, 2011
Total assets	$	5,911		$	5,739		$	44	$	55
Total liabilities	9,423			8,683			—		—
Stockholders' equity (deficit)	$	(3,512	)	$	(2,944	)	$	44	$	55

	Lubin					Lubin
	Three Months Ended March 31,					Nine Months Ended March 31,
	2012			2011		2012			2011
Net revenue	$	472		$	496	$	1,861		$	1,489
Net loss	(184		)	10		(682		)	(562		)

	KTT						KTT
	Three Months Ended March 31,						Nine Months Ended March 31,
	2012			2011			2012			2011
Net revenue	$	—		$	—		$	—		$	—
Net loss	(1		)	(1		)	(3		)	(1		)

21

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 until the BTH Joint Venture was terminated in October 2010. BTH had a net loss of $0.1 million for the three months ended September 30, 2010. BTH had no results subsequent to September 30, 2010.

Marpesca S.A. de C.V.

Under Mexican law, a majority foreign-owned company cannot own the right to fish in Mexican waters. Baja's 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 Baja's general manager, Victor Manuel Guadardo France. Mr Guardado is the Company's nominee for Mexican regulatory purposes, does not have decision-making authority and is not an executive officer or significant employee of Umami. Decision-making authority for Marpesca lies solely with Baja's management, including specifically Benito Sarmiento, Baja's chief executive officer. 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. The Company has therefore determined that Marpesca is a variable interest entity and that Baja is the primary beneficiary.

The Company has determined that Baja has provided the majority of the financial support to Marpesca through various sources including the purchase and sale of inventory. Selected balance sheet information related to these activities as of March 31, 2012 and June 30, 2011, and the results of its operations for the three and nine months ended March 31, 2012 and 2011 were as follows:

	Marpesca						Marpesca
	Three Months Ended March 31,						Nine Months Ended March 31,
	2012			2011			2012			2011
Net revenue	$	60		$	64		$	1,115		$	128
Net loss	(202		)	(219		)	(392		)	(306		)
Rental income and sale of inventory	$	60		$	—		$	1,115		$	—
	March 31, 2012			June 30, 2011
Total assets	$	838		$	923
Total liabilities	1,714			1,335
Stockholders' deficit	$	(876	)	$	(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.

10. Stock options and warrants

Stock Options

The Company does 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 the Company's common stock at $1.00 per share. Of these options, 183,333 vested immediately, and an additional 183,333 shares vested 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 five year contractual term with 3.25 years remaining at March 31, 2012.

On December 6, 2011, stock options were granted to the Company's three independent directors to purchase a total of 300,000 shares of its common stock at $2.00 per share. Of these options, 100,000 vested immediately, and an additional 200,000 shares will vest on each of the second and third anniversary dates of the grants. The options have a five year contractual term with 4.75 years remaining at March 31, 2012.

On January 5, 2012, stock options were granted to one executive officer to purchase up to 875,000 shares of the Company’s

22

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

common stock with a three year contractual term at an exercise price of $1.60 per share, the last quoted price of the Company’s stock on January 4, 2012. Upon the closing of a single firm commitment underwritten public offering of shares of the Company’s common stock in which the gross proceeds to the Company are at least $40.0 million (a “Qualified Equity Offering”), 55% of the options will vest. The remaining 45% of the options will vest equally in six installments every six months, with the first installment vesting on July 5, 2012. In addition, in the event of a Qualified Equity Offering, the officer will receive an option to purchase a number of additional shares of the Company’s common stock such that immediately following the option grant, he will own, assuming full exercise of all option grants held by him, not less than 1.0% of the Company’s fully-diluted capital stock.

On January 31, 2012, stock options were granted to one of the Company's independent directors to purchase a total of 100,000 shares of its common stock at the thirty-day average closing price of the Company's common stock ending on the last trading day prior to the grant date ($1.82 per share). Of these options, options to purchase 33,333 shares of the Company's common stock vested immediately, and options to purchase an additional 33,333 shares will vest on each of the first and second anniversary dates of the grant. The options have a five year contractual term with 5.0 years remaining at March 31, 2012.

On March 1, 2012, stock options were granted to two of the Company's independent directors to purchase a total of 200,000 shares of its common stock at the thirty-day average closing price of the Company's common stock ending on the last trading day prior to the grant date ($2.29 per share). Of these options, options to purchase 66,667 shares of the Company's common stock vested immediately, and options to purchase an additional 66,667 shares will vest on each of the first and second anniversary dates of the grants. The options have a five year contractual term with 5.0 years remaining at March 31, 2012.

The fair value of each option awarded in the three months ended March 31, 2012 was estimated on the grant date using a Black-Scholes valuation model and the following assumptions:

	January 5, 2012 Grant	January 31, 2012 Grant	March 1, 2012 Grants
Exercise price	$1.60	$1.82	$2.29
Fair value of common stock	$1.95	$2.25	$2.35
Expected dividends	—	—	—
Expected volatility	32%	44%	43%
Risk-free interest rate	0.34%	0.3%	0.43%
Expected term (in years)	2.4	3.3	3.3

In the quarter ended December 31, 2011, the Company changed the method by which it determines the fair value of its common stock. In prior periods, the Company estimated the fair value of its common stock by reference to the estimated value of the common stock component of completed sales of units in the past year, along with estimates of the value of the Company based on forecasts and projections of income and cash flows using a discounted cash flow model, as trading volumes were low relative to the Company's size so the Company believed actual private transactions to be a better indicator of the fair value of its common stock. However, in the three months ended December 31, 2011, as there was a significant increase in the trading volume of the Company's common stock, and as the Company had not had any private transactions in the quarter by which to estimate value, the Company believed that the trading value of its common stock was a better indicator of the fair value of its common stock.

Stock option activity during the nine months ended March 31, 2012 and fiscal year ended June 30, 2011 follows:

	Shares	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term
Outstanding as of June 30, 2011	1,100,000	$1.00	4.0 years
Options granted	1,475,000	$1.79	3.8 years
Options exercised	—
Options forfeited	—
Outstanding as of March 31, 2012	2,575,000	$1.45	3.4 years
Exercisable as of March 31, 2012	566,666	$1.38	3.8 years
Vested as of March 31, 2012	566,666	$1.38	3.8 years
Non-vested as of March 31, 2012	2,008,334	$1.47	3.3 years

23

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The intrinsic value of stock options is calculated as the amount by which the fair value of the Company's common stock exceeds the exercise price of the option. At March 31, 2012, the fair value of the Company's common stock exceeded the exercise price for all of its option granted except the March 1, 2012 option grants. As such, the intrinsic value at March 31, 2012 of the Company's options outstanding and its options vested and expected to vest of $1.9 million and the intrinsic value of options exercisable of $0.5 million was calculated based on all but the March 1, 2012 option grants.

There was no tax benefit related to the stock based compensation because the Company has incurred losses in the U.S. and it is not probable that it 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 Statements of Operations was $0.3 million and $0.1 million for the nine months ended March 31, 2012 and March 31, 2011, respectively. As of March 31, 2012, total unrecognized stock compensation expense was $0.7 million, which is expected to be recognized over the remaining vesting period of 1.25 to 3.0 years.

Stock Warrants

As of March 31, 2012, the Company had issued warrants to purchase 11.1 million shares of the Company's common stock to various parties in conjunction with debt offerings and private placements, as compensation for services, and in settlement of a dispute. The Company's warrants are accounted for as equity or liabilities based on specific features within the warrant agreements. Stock warrants that embody obligations of the issuer must be classified as liabilities. Examples of an obligation include put options that if exercised would require an entity to repurchase its equity shares by physical settlement or issuing another instrument, or contracts that require net cash or net share settlement. All other stock warrants generally should be accounted for as equity instruments. As of March 31, 2012, warrants were outstanding as follows (warrants in thousands):

	Warrants	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term
Balance at June 30, 2011	10,264	$1.56	4.2 years
Issued as placement agent compensation	90	$2.70	5 years
Issued in connection with secured notes	759	$2.01	4.3 years
Balance at March 31, 2012	11,113	$1.60	3.5 years

Stock warrants issued in connection with debt offerings

As described in Note 8, on September 7, 2011, Umami and Baja entered into a note and warrant purchase agreement with private party lenders, who are each accredited investors. In conjunction with the credit agreement, the Company issued warrants to purchase 0.5 million shares of its common stock. The exercise price for the shares of common stock underlying the warrants is $1.50 per share. The lenders 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 were recorded as a stock warrant liability and the fair value of $0.3 million was calculated using a binomial pricing model and was recorded as a discount to the notes payable.

As described in Note 11, on July 7, 2011, the Company entered into a credit facility with Atlantis. In connection with the credit line, on each funding date, the Company is to issue to Atlantis three-year warrants to purchase shares of its common stock at $3.00 per share at the rate of 50,000 warrants for each $1.0 million advanced to the Company. The maximum number of warrants issuable is 750,000. Through March 31, 2012, the Company issued warrants to purchase 0.3 million shares of its common stock to Atlantis. These warrants were recorded as equity in additional paid in capital with a fair value of $26,000.

Stock warrants issued to placement agents as compensation

As described in Note 8, on August 3, 2011, the Company entered into a note purchase agreement with a private party lender. In connection with the loan, the Company paid placement fees of $0.1 million and issued warrants to purchase 0.1 million shares of its common stock at a strike price of $2.70 per share. These warrants were recorded as equity in additional paid in capital with a fair value of $24,000.

Stock warrants issued in settlement of dispute

In July 2010, the Company entered into an agreement with a placement agent which, as amended at various times, was terminated as of December 31, 2010. Under the terms of the agreement, as a result of four financings that were completed during October

24

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2010 and November 2010, the Company agreed to compensate the placement agent and its assigns with a total of $0.9 million in cash and the issuance of warrants to purchase 0.6 million shares of the Company's 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 the Company that it disagreed with the Company's calculations and that it sought additional cash compensation and additional warrants related to the four financings. Further, in March 2011, it advised the Company that a financing transaction completed in February 2011 should be covered by the agreement and requested compensation for that transaction also.

In October 2011, the Company 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 the Company and parties introduced to the Company by the placement agent. The settlement provided that the Company pay an additional $0.1 million in cash, cancel the Original Placement Agent Warrants and replace them with warrants to purchase 650,000 shares of the Company's 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 warrants to purchase 0.25 million shares of the Company's common stock (Series A Warrants) and a group of warrants to purchase 0.4 million shares of the Company's common stock (Series B Warrants). All warrants have standard anti-dilution clauses, cashless exercise provisions and piggyback registration rights. Additionally, if any of the Series A Warrants 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 Warrants and Series B Warrants shall be reduced by $0.12 for each $1.0 million of funding and if the Company defaults on any financial obligation or enters into a recapitalization or restructuring, then the exercise price for the Series A Warrants and Series B Warrants shall be reduced to $0.01.

On October 9, 2011, per the settlement agreement, as compensation for services rendered and in settlement of a dispute related thereto, the Company issued to certain placement agents and their respective affiliates as replacement for the warrants to purchase 618,933 shares of the Company's common stock and issued warrants to purchase an additional 31,067 shares of the Company's common stock. The warrants are exercisable at exercise prices ranging from $1.00 to $1.65 per share with a weighted average price of $1.34 per share. The exercise price of the warrants may be reduced in certain circumstances. The settlement agreement was valued effective June 30, 2011 as the agreement related 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 were recorded as a stock warrant liability in the fiscal year ended June 30, 2011.

As part of the settlement, Ocean Spray, a shareholder of Umami, agreed to exchange on or before October 6, 2011, 0.25 million freely trading Umami shares it owns for Series A Warrants. The Company valued Ocean Spray's contribution to the settlement at June 30, 2011 as $0.1 million, representing the difference between the estimated value of the shares given up and the warrants received, which was previously recorded as a long-term liability at June 30, 2011 and reclassified to additional paid-in capital in the quarter ended December 31, 2011.

Also as part of the settlement, Aurora Investments ehf ("Aurora"), a shareholder of the Company, agreed to purchase any Series B Warrants held by the placement agent not exercised by April 15, 2012 pursuant to a put agreement at $3.00 per warrant. The Company estimated that the put option will be exercised by the placement agent and its assigns and, accordingly, the Company valued Aurora's contribution to the settlement at June 30, 2011 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 previously recorded $0.7 million as a long-term liability at June 30, 2011 and reclassified it to additional paid-in capital in the quarter ended December 31, 2011. In April 2012, the placement agent sought to exercise its put right to Aurora. As of May 15, 2012, Aurora had not settled the put.

Derivative Stock Warrant Liability

The Company accounts for its derivative stock warrants in accordance with the applicable FASB guidance as discussed in Note 2.  Under this guidance, derivative stock warrants are accounted for as fair value liabilities and are valued using Level 3 inputs, with changes in fair value included in net income (loss).

The fair value of the liability associated with the Company's derivative stock warrants increased to $5.0 million at March 31, 2012 from December 31, 2011, which resulted in a $2.3 million loss from the change in fair value of warrants for the three months ended March 31, 2012.

Approximately 4.1 million warrants are currently accounted for as liabilities as of March 31, 2012 due to specific features within

25

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

the warrant agreements. The following table sets forth a summary of the change in our Level 3 derivative stock warrant liability for the nine months ended March 31, 2012:

Balance at June 30, 2011	$	2,286
Fair value of new warrants issued	273
Unrealized (gains) losses in fair value recognized in operating expenses	2,462
Balance at March 31, 2012	$	5,021

The Company's derivative stock warrants do not trade in an active securities market, and as such, the Company estimates the fair value of these warrants using an binomial pricing model using the following assumptions:

	March 31, 2012			June 30, 2011
Exercise price	$1.00 - $1.65			$1.00 - $1.80
Fair value of common stock	$	2.20		$	1.205
Expected dividends	—			—
Expected volatility	41		%	57		%
Risk-free interest rate	1.04		%	1.76		%
Expected term (in years)	3.6			4.2

In the quarter ended December 31, 2011, the Company changed the method by which it determines the fair value of its common stock, as discussed above. Expected volatility is based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods of comparable companies that correspond to the remaining term of the warrants. The Company believes this method produces an estimate that is representative of its expectations of future volatility over the expected term of these warrants. The Company currently has no reason to believe future volatility over the expected remaining life of these warrants is likely to differ materially from historical volatility. The expected life is based on the remaining term of the warrants. The risk-free interest rate is the interest rate for treasury constant maturity instruments published by the Federal Reserve Board that is closest to the expected term of the warrants.

11. Related parties

Related parties are those parties which have influence over the Company, directly or indirectly, either through common ownership or other relationship. We have had transactions with Atlantis, including its wholly-owned subsidiary Atlantis Co. Ltd., ("Atlantis Japan") and Aurora, a shareholder of the Company that is indirectly owned by the Company's Chief Executive Officer, who is also a director of Aurora.

Financing Transactions

At June 30, 2011, the Company owed Atlantis and Aurora a total of $9.6 million in notes payable. 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. This amount included funds utilized for the refinance of the $4.0 million of the notes payable due to Atlantis on June 30, 2011. New funds available under the credit line totaled $10.7 million (after deduction of fees and expenses). Principal amounts drawn under the credit line bore interest at the rate of 1.0% per month based on the average amount outstanding payable monthly, and required payment of a 1.25% fee related to the advances. During the nine months ended March 31, 2012, the Company borrowed an additional $1.3 million from Atlantis, repaid $2.8 million to Atlantis and paid $3.0 million to others on Atlantis' behalf. Also, the Company issued warrants to acquire 258,948 shares of its common stock at an exercise price of $3.00 in connection with amounts borrowed from Atlantis. The notes and accrued interest totaling $5.4 million were due and payable March 31, 2012. In addition, the Company owed Atlantis Japan $0.9 million in commissions at March 31, 2012. However, the parties agreed to offset these amounts totaling $6.2 million against receivables owed to the Company by Atlantis Japan effective March 31, 2012. See further discussion at "— Subsequent event” below.

Sales of Bluefin Tuna

For the nine months ended March 31, 2012, Atlantis Japan and other Atlantis subsidiaries purchased a total of $29.4 million of Bluefin Tuna from the Company's operations, compared to $40.8 million for the nine months ended March 31, 2011. Of the total

26

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

amount purchased, $16.4 million remained outstanding and is past due at March 31, 2012. See further discussion regarding this outstanding amount at "— Subsequent event" below.

Sales Agency Agreement

In October 2011, the Company entered into a sales agency agreement with Atlantis Japan, giving Atlantis Japan exclusive rights to sell the Company's Bluefin Tuna in Japan. Under the agreement, the Company paid Atlantis Japan a 2.0% sales commission for all sales it made on the Company's behalf to non-related parties sales up to 4.0 billion Japanese Yen (approximately $52 million), and 1.0% for all sales above that amount. Commissions under the agreement were payable quarterly. The agreement was retroactive to July 1, 2011 and was terminated effective March 31, 2012. Commission expense for the nine months ended March 31, 2012 was $1.2 million.

Other

The Company reimburses Atlantis for certain services provided to the Company, as well as out of pocket expenses paid on the Company's behalf. For the nine months ended March 31, 2012, $0.2 million was billed for services and reimbursements.

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

Related party amounts included in the Company's balance sheet and income statement are as follows:

Balance Sheet	March 31, 2012		June 30, 2011
Trade accounts receivable, related parties	$	16,446	$	1,970
Accounts payable, related parties	—		556
Notes payable, related parties
Due to Atlantis - principal	—		4,000
Due to Aurora - principal	—		5,260
Accrued related party interest, expenses and fees	—		327
Total notes payable, related parties	—		9,587
Included in current portion	—		7,587
Long-term portion	$	—	$	2,000

	Three Months Ended March 31,				Nine Months Ended March 31,
Statements of Operations	2012		2011		2012		2011
Sales to Atlantis and subsidiary – included in net revenue	$	10,403	$	28,825	$	29,390	$	40,802
Reimbursement of costs – included in selling, general and administrative expenses	—		13		157		459
Commission expense – included in selling, general and administrative expenses	144		536		1,188		1,033
Interest expense (including amortization of original issue discounts, deferred financing costs and warrants)	229		557		840		1,364

Subsequent event

On May 14, 2012 the Company reached an agreement with Atlantis whereby Atlantis and Umami agreed to offset all amounts due to Atlantis under the Atlantis Credit facility, including interest, and the amounts due to Atlantis Japan under the Sales Agency agreement effective as of March 31, 2012 (a total of $6.2 million) against amounts due to Kali Tuna and Baja for fish purchased by Atlantis Japan. Additionally, Atlantis and Atlantis Japan agreed to pay the Company for all remaining amounts owed by Atlantis Japan under its purchase agreements with Kali Tuna (totaling HRK 99.7 million or approximately $17.2 million USD on May 14,

27

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2012) and Baja (totaling $1.1 million USD), representing the amounts that would have been received by Kali Tuna and Baja in their respective functional currencies had the accounts receivable been paid on their respective due dates. The amounts are due no later than July 31, 2012.

The net amount due to the Company at March 31, 2012 of $16.4 million shown on the consolidated balance sheet represents the amounts due to Kali and Baja in Japanese Yen converted into USD at the prevailing exchange rates on March 31, 2012. The total amount due from Atlantis at March 31, 2012 discussed above ($18.3 million) represents the agreed upon amount due to the Company at the prevailing exchange rates on May 14, 2012 (the date of the agreement with Atlantis discussed above). To provide security for this total amount due to the Company, Atlantis has secured these obligations with 8.0 million of its shares in the Company. If Atlantis has not paid the net amount due by July 31, 2012, the Company will have the right to liquidate enough of the 8.0 million shares of collateral to settle the total amount due to Kali Tuna and Baja and return any excess shares to Atlantis. In the event the proceeds from liquidation of all 8.0 million shares is insufficient to settle the total amount due to Kali Tuna and Baja, Atlantis remains obligated to pay the remaining amount.

12. Income Taxes

The Company calculates its interim tax provision in accordance with the guidance for accounting for income taxes in interim periods. At the end of each interim period, the Company estimates the annual effective tax rate and applies that tax rate to its ordinary year-to-date pre-tax income. The tax expense or benefit related to significant, unusual or extraordinary discrete events during the interim period is recognized in the interim period in which those events occurred. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.

The Company recorded income tax expense of $1.4 million and $7.9 million for the three and nine months ended March 31, 2012, respectively, as compared to income tax expense of $1.7 million and $2.1 million for the same periods in fiscal 2011, respectively. The decrease in income tax expense in the three months ended March 31, 2011 compared to the three months ended March 31, 2012 is due to a lower pretax income and a lower effective tax rate. The increase in the tax provision for the nine months ended March 31, 2012 is primarily due to the significant increase in revenues and operating income for the nine months ended March 31, 2012 compared to the nine months ended March 31, 2011, offset partially by the lower effective rate for the current year. The estimated annual effective tax rate of 31.0% for fiscal 2012 differs from the statutory U.S. federal income tax rate of 34% primarily due to to the permanently reinvested profits from Kali which are taxed at a lower statutory rate.

In assessing the realizability of deferred tax assets, management considers 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 temporary differences become deductible. Management considers 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. The Company has established a valuation allowance against certain deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates 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.

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. The Company periodically evaluates its investment strategies for Kali to determine whether its foreign earnings will be indefinitely reinvested offshore and, accordingly, whether U.S. income taxes should be provided when such earnings are recorded. These additional foreign earnings could be subject to additional tax if remitted, or deemed remitted, as a dividend. Baja earnings are considered to be repatriated to the United States and the Company, to fund the Company's current operations and debt obligations taken out primarily for the acquisition and operations of Baja. Therefore, income taxes are provided on the excess of the amount of financial reporting basis over tax basis of the investment in Baja for the three and nine months ended March 31, 2012.

The Company's policy is to classify interest and penalties related to income tax matters as income tax expense. The Company had no accrual for interest or penalties at March 31, 2012 or March 31, 2011, and did not recognize interest or penalties in the Statements of Operations during the nine months ended March 31, 2012 and March 31, 2011.

The tax years 2008 to 2011 remain open to examination by federal and state taxing jurisdictions, and the tax years 2006 to 2011 remain open to examination by foreign jurisdictions.

28

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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.

On January 30, 2012, the Croatian government terminated the Financial Police as a separate department of the Ministry of Finance. All of the cases assigned to the Financial Police, including Kali Tuna's case, have been assigned to the Tax Office of the Croatian Ministry of Finance.

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 Kali, 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. Management expects, 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 filed for a joinder review for the purpose of upholding the reversal with the Second Collegiate of the Fifteenth Circuit Court, located in Mexicali, Baja California. On November 11, 2011, the Second Collegiate of the Fifteenth Circuit Court ruled that the Taxing Authority's appeal was unfounded and without merit and upheld the reversal in favor of Baja. This ruling is final and all liens and guarantees have been removed by the Taxing Authority.

29

UMAMI SUSTAINABLE SEAFOOD INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

14. Subsequent events

Kali Tuna entered into a sales contract with a third party to sell at least 55 tons of tuna in our fiscal quarter ending June 30, 2012.

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Item 2. 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 March 31, 2012 and our results of operations for the three and nine months ended March 31, 2012 and 2011. You should read the following discussion in conjunction with our Annual Report on Form 10-K for the year ended June 30, 2011, including management’s discussion and analysis therein, as well as the accompanying condensed consolidated financial statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q.

Forward-Looking Statements

This report contains statements that do not relate to historical or current facts, but are “forward looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to analyses and other information based on forecasts of future results and estimates of amounts not yet determinable. These statements may also relate to future events or trends, our future prospects and proposed new products, services, developments, or business strategies, among other things. These statements can generally (although not always) be identified by their use of terms and phrases such as anticipate, appear, believe, could, would, estimate, expect, indicate, intend, may, plan, predict, project, pursue, will, continue, and other similar terms and phrases, as well as the use of the future tense.

Examples of forward looking statements in this report include, but are not limited to, the following categories of expectations about:

• customer demand for Bluefin Tuna and market prices;

• potential changes to Bluefin Tuna quotas, concessions and regulations;

• general economic conditions, particularly in Japan;

• our reliance on a few customers for substantially all of our sales;

• the intensity of competition;

• our ability to collect outstanding receivables;

• the amount of liquidity available at reasonable rates or at all for ongoing capital needs;

• our ability to raise additional capital if necessary to execute our business plan;

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

• the outcome of legal proceedings affecting our business; and

• our insurance coverage being adequate to cover the potential risks and liabilities faced by our business.

Actual results could differ materially from those expressed or implied in our forward looking statements. Our future financial condition and results of operations, as well as any forward looking statements, are subject to change and to inherent known and unknown risks and uncertainties. See Part 1, Item 1A, Risk Factors, contained in our Annual Report on Form 10-K for the year ended June 30, 2011 for a discussion of these and other risks and uncertainties. You should not assume at any point in the future that the forward looking statements in this report are still valid. We do not intend, and undertake no obligation, to update our forward looking statements to reflect future events or circumstances, except as required by law.

In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars.

Overview

We fish for and farm Bluefin Tuna. We employ environmentally sound fishing practices and fish farming practices, which we refer to as aquaculture, to help meet market demand for Bluefin Tuna while supporting their long-term sustainability. We own and operate Kali Tuna, or Kali, which is a Croatian-based aquaculture operation raising Northern Bluefin Tuna in the Croatian part of the Adriatic Sea. We also own and operate Baja Aqua Farms, or Baja, which is a Mexico-based operation for Pacific Bluefin Tuna in the Pacific Ocean off Baja California, Mexico. Our objective is to become the market leader in aquaculture for Bluefin Tuna. We intend to seek growth opportunities resulting from market consolidation and scientific progress in the industry.

We generate all of our revenue from the sale of our Bluefin Tuna, and our sales are highly seasonal.  

Our farming operations increase the total weight of our Bluefin Tuna, which we refer to as biomass, by catching or, less frequently, purchasing Bluefin Tuna and then transporting them to our farms for optimizing the growth cycle by maintaining our Bluefin Tuna biomass inventory in farm pens for extended cycles.

31

We are a June 30-based fiscal year company and due to the optimal seasonality for harvesting Bluefin Tuna in winter, we generate little or no revenue in our first fiscal quarter (the three months ending September 30) or our fourth fiscal quarter (the three months ending June 30). In Croatia, our harvest months are typically from November through February, while in Mexico, our harvest months are typically October through December.

We sell substantially all of our Bluefin Tuna to a small number of Japanese customers. In fiscal 2011, sales to four customers accounted for 99.1% of our net revenue and in the first nine months of fiscal 2012, sales to these same four customers plus two additional customers accounted for 99.6% of our net revenue. As a result, we anticipate continuing to generate substantially all of our revenue from a small number of Japanese customers. We are therefore susceptible to changes in Japanese demand for Bluefin Tuna, which may be materially affected by macroeconomic changes, among other things, as well as exchange rate fluctuations between the Japanese Yen and the US dollar. Our Japanese customers contract for and pay for Bluefin Tuna purchases in Japanese Yen. We negotiate over a period of several months with more than 15 potential customers who have the ability to buy Bluefin Tuna from us in bulk through a distribution channel centered around freezer boats, which process, freeze, and transport up to 800 tons of Bluefin Tuna in a single shipment. At the conclusion of our negotiations we select 4 to 6 customers who have offered to buy in large bulk at a mutually agreed upon price. Because of the scale of bulk purchases in this freezer boat channel we sell to a small number of customers. We believe that we are not captive to any customer and that there are alternative purchasers consistently available while we are negotiating price and volume terms. We can also sell a smaller amount of our Bluefin Tuna through a fresh sales channel by truck and air transport to auction houses in Japan.

Our ability to hire, train and retain a skilled aquaculture workforce, availability of high-quality feed, how much we manage the feeding process, water quality and temperatures are critical factors affecting the growth of our biomass. Our farming operations are also subject to conditions of nature primarily related to storms and water quality, and our Mexican operations are also subject to natural predators.  At our Mexican operations, storms can damage cages to the point where Bluefin Tuna may escape or be killed.  Storms also may allow predators such as seals and sea lions to enter the cages and kill our Bluefin Tuna.  At our Croatian operations, storms are generally less severe, our cages are more protected by natural features such as islands, and there are no natural Bluefin Tuna predators.  We carry insurance policies for both operations for loss, under which we have chosen relatively high deductibles.  In the nine months ended March 31, 2012 and 2011, we incurred storm-related losses, including losses due to predators, of $0.2 million and $2.9 million, respectively.

Prior to June 30, 2010, we were a shell company known as Lions Gate Lighting Corp., or Lions Gate. On June 30, 2010, Lions Gate and Atlantis Group hf, or Atlantis, our majority shareholder, completed a transaction in which Lions Gate purchased from Atlantis all of the issued and outstanding shares of its wholly-owned subsidiary, Bluefin Tuna Acquisition Group, or 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 an indirect wholly-owned subsidiary of ours. We accounted for this transaction 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. On July 20, 2010, we acquired 33% of Baja Aqua Farms, S.A. de C.V., or Baja, and on November 30, 2010, we acquired virtually all of the remaining shares of Baja.  We currently own 99.98% of Baja.

Outlook

Our Baja fiscal 2012 harvest season was completed in November 2011, and our Kali fiscal 2012 harvest season was completed in January 2012. We recognized the majority of our fiscal 2012 net revenue by the end of our fiscal quarter ending March 31, 2012. However, we do anticipate generating a small amount of revenue in our fourth quarter of fiscal 2012 as Kali Tuna entered into a sales contract with a third party to sell at least 55 tons of tuna in our fiscal quarter ending June 30, 2012.

Key Business Indicators

In addition to traditional financial measures, we monitor our operating performance using financial and non-financial metrics that are not included in our consolidated financial statements. The following are key business indicators:

Biomass measures

We increase the total weight of our Bluefin Tuna, which we refer to as biomass, by catching or purchasing Bluefin Tuna and growing them in our farms. A net increase in biomass typically corresponds with potential revenue growth. However, increased biomass also increases our carrying costs related to retaining and growing our tuna and requires increased working capital. Decreases in biomass of our Bluefin Tuna are primarily due to Bluefin Tuna sales, but in some cases are due to natural mortality and mortality caused by storms, predation and related damages. Almost all storm-related mortality has historically occurred in connection with our Mexican operations, though in rare cases our Croatian operations may experience storms that cause Bluefin Tuna mortality.

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Each biomass measure described below is a key measure.

Existing biomass growth. Existing biomass growth is a key measure because it tells us how many kilograms of growth we can expect from our current biomass, which in turn will allow us to produce biomass for further growth or sale. Existing biomass growth is the difference in the total biomass of our existing Bluefin Tuna between one measuring point and another, net of natural mortalities. Biomass growth varies depending on water temperature, age and condition of Bluefin Tuna, the quantity and quality of feed we obtain and provide, and any natural mortalities that occur. Younger Bluefin Tuna grow at a faster rate than mature Bluefin Tuna. Newly acquired Bluefin Tuna that have not been fully fed previously will typically have a higher growth rate than the Bluefin Tuna that have become accustomed to farm feeding after being in our farms for a few months. Bluefin Tuna are warm-blooded fish, meaning they can regulate and raise their body temperatures above water temperatures by means of muscular activity, and as such will grow more slowly in cold water because they utilize a portion of the energy from feeding to keep warm. Existing biomass growth is a key measure because it informs us of the projected amount of biomass available for future sale, which, along with cost data, is a key factor in management decisions regarding optimal operational scale and duration for growing and farming operations. Biomass growth increased 101 and 130 metric tons respectively, or 69% and 12% respectively, from 146 and 1,064 metric tons for the three and nine months ended March 31, 2011, to 247 and 1,194 metric tons for the three and nine months ended March 31, 2012. The increase in the three months ended March 31, 2012 compared to the same period in fiscal 2011 was primarily due to improved weather conditions in Mexico and less storms losses as we moved most of our Bluefin Tuna in Mexico to a more secure farm at Punta Banda that was acquired in December 2011 that is more sheltered from storms than our other farm sites in Mexico. The increase in the nine months ended March 31, 2012 compared to the same period in fiscal 2011 is primarily due to the fact that the nine months ended March 31, 2012 reflects growth from our Baja operations for the entire period, whereas in the nine months ended March 31, 2011 our Baja operations only provided four months of growth because we completed the acquisition on November 30, 2010. We expect existing biomass growth to increase the scale of our operations and our ability to build a larger inventory base through improved fishing techniques, quota purchases and live fish purchases, and as we obtain the working capital necessary to extend the farming cycle, particularly in the Baja operations.

Caught Bluefin Tuna. Caught Bluefin Tuna is a key biomass measure. The size of our annual catch directly affects the amount of biomass in our farms growing as inventory, which directly affects potential future revenue. Our Baja operations are subject to input limits on the amount of biomass we can add to our farms annually. Our Croatian operations are regulated by a catch quota system and maximum capacity limits on our farms. A regulatory body, the International Commission for the Conservation of Atlantic Tunas, or ICCAT, issues a total catch quota for Croatia for each year based in part upon advice from scientists. Each Croatian vessel that is licensed to catch Bluefin Tuna is assigned a certain portion of that quota. These fishing quotas are subject to annual review and renewal, and may be materially decreased. In calendar year 2011, our Croatian operations caught 133 metric tons of Bluefin Tuna, with 60 metric tons coming from M.B. Lubin d.o.o., a Croatian limited company, and the balance coming from quotas leased from other companies. In February 2012, Kali Tuna entered into a multi-year quota rental agreement that secured 36.9 metric tons of annual catch capacity for twelve years that were previously acquired on an annual basis. Historic catches are not necessarily indicative of future catches. Our overall fishing results are subject to material changes based on circumstances beyond our control related to fish habits and changes in regulatory requirements and environmental conditions, and our Baja results are also subject to material changes based on the number and quality of boats and supporting infrastructure we are able to employ in a given fishing season. Caught Bluefin Tuna for our Baja operation was 1,069 metric tons in the calendar year ended December 31, 2011, which was the first year we completed a fishing season at our Mexican operations, which we acquired in November 2010 (which was after the completion of the 2010 fishing season).

Purchased Bluefin Tuna.Our available capital, the availability of Bluefin Tuna for sale at any given time, and market prices for Bluefin Tuna affect our tuna purchases. We will consider purchases of live Bluefin Tuna based on available capital and market opportunities. In the fiscal year ended June 30, 2011, we purchased 150 metric tons for our Croatian operation. In the current fiscal year, we have not made any purchases of live tuna for our farming operations, but we may, depending upon the opportunities that arise. We intend to consider purchases based on their expected return on capital. We purchased 150 metric tons of live tuna in the nine months ended March 31, 2011 compared to none in the nine months ended March 31, 2012. We did not make any purchases of live Bluefin Tuna in the nine months ended March 31, 2012 due to our lower available capital and fewer market opportunities during the period. No purchases of live tuna were made in the three months ended March 31, 2012 or 2011.

Acquisition of Baja. On November 30, 2010, we acquired the Baja operation. As a result of this acquisition, we acquired 3,080 metric tons of Bluefin Tuna.

Feed conversion ratio. Feed conversion ratio, or FCR, is the measure of how many kilograms of feed it takes to add one kilogram of weight to our Bluefin Tuna stock. A lower FCR typically means lower feed costs per kilogram of biomass and therefore higher gross margin potential. However, variances in feed costs also affect gross margin potential. We continually seek to refine our Bluefin Tuna feeding practices to improve our FCR. We expect FCR to remain constant or improve as our farming team researches methods for optimizing feed costs.

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Storm losses.Storm losses negatively affect the amount of biomass available for future sale and therefore potential future revenue. We maintain insurance covering storm losses. However, we elect to reduce the costs of our insurance policies by choosing relatively high deductibles and our coverage may not cover the full replacement value of the biomass. Storm losses decreased 86 and 209 metric tons respectively, or 97% and 92% respectively, from 89 and 228 metric tons for the three and nine months ended March 31, 2011, respectively, to 3 and 19 metric tons for the three and nine months ended March 31, 2012, respectively. The decrease primarily resulted from improved weather conditions in Mexico and less storm losses as we moved most of our Bluefin Tuna in Mexico to a more secure farm at Punta Banda that was acquired in December 2011 that is more sheltered from storms than our other farm sites in Mexico.

Bluefin Tuna sales. Sales of our Bluefin Tuna in the past have not been limited by demand, but by the amount that we have determined to sell. Our Bluefin Tuna sales may also be affected by market supply. A decrease in market supply would generally lead to an increase in market prices, which would affect the amount that we determine to sell. Tuna sales reduce inventory levels and therefore negatively affect potential future revenue from our farming operations. Bluefin Tuna sales decreased 1,280 metric tons, or 59%, from 2,158 metric tons for the three months ended March 31, 2011, to 878 metric tons for the three months ended March 31, 2012, due to a mismatch in the timing of our harvest in fiscal 2012 compared to fiscal 2011. Because of issues in fiscal 2011 related to obtaining working freezers, Baja's fiscal 2011 sales were weighted toward our fiscal third quarter, whereas in fiscal 2012 we decided to meet our operational financing needs by harvesting our fish earlier beginning in our fiscal first quarter, and completing a significant portion of our harvest in our fiscal second quarter. Bluefin Tuna sales increased 929 metric tons, or 33%, from 2,815 for the nine months ended March 31, 2011, to 3,744 for the nine months ended March 31, 2012. The increase was due to several factors. Our sales for the nine months ended March 31, 2012 reflect sales from our Baja operations for the entire period. In the nine months ended March 31, 2011, our Baja operations only provided four months of sales because we completed the acquisition on November 30, 2010. Additionally, we decided to sell a larger percentage of our total biomass in fiscal 2012 compared to fiscal 2011.

The following table summarizes our estimated biomass and changes in biomass for the nine months ended March 31, 2012 and 2011.  We acquired our Baja biomass on November 30, 2010. Therefore, for the nine months ended March 31, 2011, changes in Baja biomass is for the four month period from November 30, 2010 through March 31, 2011, in metric tons.

	Nine Months Ended March 31,
	2012		2011
Beginning biomass (June 30)	3,418		1,720
Acquired in Baja acquisition	—		3,080
Growth, net of mortality	1,194		1,064
Caught	1,069		—
Purchased for farming	—		150
Storm losses	(19	)	(228	)
Biomass sales	(3,744	)	(2,815	)
Ending	1,918		2,971
Net biomass added from operations during period	2,244		986

Biomass capacity. From June 2011 through September 2011, we completed a series of acquisitions of Croatian farming concessions that increased the biomass capacity of our Croatian farms from 3,240 metric tons, to 5,030 metric tons as of March 31, 2012. In December 2011, we completed an acquisition that increased the biomass capacity of our Mexican farms by 1,000 metric tons. Biomass capacity at our Baja operations was approximately 5,000 metric tons as of March 31, 2012. While we have added biomass capacity at both operations, we have not yet expanded our biomass to utilize such additional capacity due to capital constraints, and do not anticipate fully utilizing our capacity for the foreseeable future until adequate financing has been arranged.

Revenue per kilogram. The revenue we generate per kilogram of biomass sold is a key factor to our operating results. Our overall average revenue per kilogram of biomass sold that we realized increased from $20.15 to $25.94 in the nine months ended March 31, 2011 and 2012, respectively. Our revenue per kilogram of biomass sold is impacted by the size distribution of the Bluefin Tuna we sell. Generally, Bluefin Tuna sell for more per kilogram as they increase in size (sales prices can be up to 33% more for larger tuna than smaller tuna), and the average size of Bluefin Tuna sold by our Croatian operations have been larger than our Mexican operations. Market prices for Bluefin Tuna generally have varied significantly due in part to supply and demand changes.

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Attempting to explain the reasons for the changes would be speculative, and we are unable to predict future supply and demand changes. Market prices have also increased in US dollar terms in each of the prior two years because of the strengthening of the Japanese Yen relative to the US dollar, as sales to Japanese customers have accounted for approximately 99% of our Bluefin Tuna sales and are priced in Japanese Yen.

Non-GAAP Gross Profit and Non-GAAP Gross Margin. We present non-GAAP gross profit measures and non-GAAP net income attributable to Umami stockholders 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 three and nine months ended March 31, 2012 (in thousands):

	Three Months Ended			Nine Months Ended
	March 31, 2012			March 31, 2012
Net revenue	$	25,590		$	97,114
Cost of goods sold	(12,524		)	(49,944		)
Gross profit	$	13,066		$	47,170
Gross profit %	51		%	49		%
Add back: estimated cost of goods sold in excess of catch and farming costs	$	—		$	2,238
Estimated non-GAAP gross profit based on catch and farming costs	$	13,066		$	49,408
Estimated non-GAAP gross profit % based on catch and farming costs	51		%	51		%

The following table is a summary of non-GAAP net income attributable to Umami stockholders adjusted for the effect the purchase price adjustment had on the net income attributable to Umami stockholders for the three and nine months ended March 31, 2012 (in thousands):

	Three Months Ended		Nine Months Ended
	March 31, 2012		March 31, 2012
Net income attributable to Umami Stockholders	$	2,845	$	19,508
Plus estimated cost of goods sold in excess of catch and farming costs	—		2,238
Estimated non-GAAP net income attributable to Umami stockholders using estimated catch and farming costs	2,845		21,746

As of March 31, 2012, $0.7 million of the purchase price adjustment remains on our balance sheet to be recognized.

Acquisitions

On July 20, 2010, we entered into a stock purchase agreement with Corposa S.A. de C.V. ("Corposa") and Holshryna Ehf ("Holshyrna"), Oceanic Enterprises, Inc. ("Oceanic"), and certain other parties, providing for the sale from Corposa and Holshyrna of 33% of the equity in Baja and Oceanic. The agreement provided for acquisition of 33% interest in Baja and Oceanic by us for $8.0 million, which included $4.9 million that had been advanced to Baja previously.  

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 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 entered into amendments

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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. As a result, on November 30, 2010, Baja became our 99.98% owned subsidiary and Oceanic became our 100% owned subsidiary.

We accounted for the results of operations of Baja and Oceanic from July 20, 2010 through November 30, 2010 under the equity method. Beginning December 1, 2010, we accounted for this acquisition as a business combination, and therefore our consolidated financial statements include the results of operations of Baja and Oceanic.

Components of Revenue and Expenses

Net Revenue

We derive virtually all of our revenue from Bluefin Tuna sales. We recognize revenue when tuna inventory is delivered and we have transferred to the buyer the significant risks and rewards of ownership.  The delivery occurs either at our sites in Croatia or Mexico when loaded into a freezer vessel or container or at an auction house in Japan. We are responsible for shipping and handling costs, up to the point of sale.  We include shipping and handling costs in cost of goods sold.  We do not incur any post sale obligations. See “— Critical Accounting Policies.”

We significantly increased our net revenue in fiscal 2012 compared to fiscal 2011. However, part of our revenue growth is due to a substantial reduction in existing Bluefin Tuna inventory, from approximately 3,000 metric tons at the end of the harvest for the fiscal year ended June 30, 2011, to approximately 1,800 metric tons at the end of our harvest for this fiscal year ending June 30, 2012. This significant reduction in the biomass retained for our farming operations reduces the growth potential for the coming growing season. If we do not significantly increase our Bluefin Tuna inventory by catching and/or purchasing significant quantities of Bluefin Tuna in calendar 2012, our fiscal 2013 net revenue may be negatively affected. Even if we significantly increase our Bluefin Tuna inventory, our net revenue may be negatively affected, depending on how much of our Bluefin Tuna inventory we decide to retain for our farming operations beyond fiscal 2013.

Cost of Goods Sold

Cost of goods sold includes costs associated with the initial catching or purchasing of our tuna and costs associated with towing these fish to our farming operations, as well as farming costs, tuna shipping and handling costs and insurance costs related to our Bluefin Tuna inventories. The most significant variable affecting costs of goods sold for our Mexican operations is the costs associated with catching and towing Bluefin Tuna relative to how many tons of Bluefin Tuna we are able to catch, whereas it is the cost of bait required to grow our biomass for our Croatian operation. Our farming costs include feed costs, which are the largest component of growing costs, as well as other costs of farming such as employee compensation, benefits, and other employee-related costs for our farming personnel and direct costs incurred in the farming operation. Finally, cost of goods sold in fiscal 2011 and 2012 also reflects fair value adjustments 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 costs of fishing and farming new Bluefin Tuna inventory at the Baja operation to be more in line with our historical cost. As of March 31, 2012, $0.7 million of the fair value adjustment remains on our balance sheet, and nil and $2.2 million have been recognized in cost of goods sold in the Statement of Operations in the three and nine months ended March 31, 2012, respectively. Changes in cost of goods sold do not necessarily correlate with revenue changes. Costs of goods sold may be materially impacted by changes over which we have limited or no control, particularly feed costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of commissions payable arising from our prior sales agreement with Atlantis, as well as compensation, benefits, and other employee-related costs for executive management, finance, human resources and other administrative personnel, third-party professional fees, allocated facilities costs, and other corporate and operating expenses. Through March 31, 2012, either Atlantis or Atlantis Japan has provided sales and marketing services through sales agreements under which we were charged 1-2% commission on sales of our Bluefin Tuna inventory. We have terminated our agreement with Atlantis Japan and will handle all future sales and marketing of our Bluefin Tuna inventory in-house. We do not yet know how this change will affect our selling, general and administrative expenses in the future. We anticipate that in the remainder of fiscal 2012 and in fiscal 2013, other components of selling, general and administrative expenses will increase as we grow our business, including increasing our general and administrative staff in connection with the implementation of our remediation plan for material weaknesses.

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Research and Development Expenses

We take care in choosing and investing in research and development activities, and we plan to remain focused on incremental projects that offer the promise to generate near term returns, such as R&D into FCR which could improve margins. Longer term, our goal is to close the lifecycle of Bluefin Tuna farming, which we believe would continue to transform our business given our ability to farm tuna over a multi-year period. We currently participate in closed-lifecycle R&D activities. Although we believe that commercial-scale closed-lifecycle Bluefin Tuna farming is several years away, we intend to continue minimal research and development activities in this area because of its potentially transformative impact on the Bluefin Tuna industry.

Other Operating Income

Other operating income consists primarily of interest income and other miscellaneous items and has historically been immaterial. We anticipate that other operating income will be immaterial for the foreseeable future.

Foreign Currency Transactions and Remeasurements

Effective December 1, 2010, we changed our functional currency to the United States dollar, or USD, from the Croatian Kuna due to changes in the circumstances of our business, the most significant being the completion of the acquisition of Baja and Oceanic. Kali Tuna's and Lubin's transactions and balances have been measured in Kuna, their functional currency, and their financial statements have been translated into USD. Financial statements for Baja and Marpesca S.A. de C.V., or Marpesca, are maintained in Mexican Pesos, and have been remeasured into USD, their functional currency. We record the foreign currency translation adjustments in accumulated other comprehensive income. We include the resulting gain or loss in foreign currency transactions and remeasurements in earnings.

We conduct most of our operations in foreign currencies. Substantially all of our sales are to customers located in Japan and are settled in Japanese Yen. However, we typically seek to promptly convert Yen into other currencies to match our operational needs. While we pay a significant portion of our expenses in USD, we pay the majority of our expenses in Kuna, Euros and Mexican Pesos.  The value of these currencies fluctuates relative to the USD.  As a result, we are exposed to exchange rate fluctuations, which could have an adverse effect on our results of operations.

Foreign exchange losses in Croatia have primarily been caused by the effects of movements of the Croatian Kuna against accounts receivables and payables, cash accounts and loans denominated in currencies other than Croatian Kuna.

Interest Expense, Net

During fiscal 2011 and the first six months of fiscal 2012, we experienced liquidity shortfalls that necessitated financing a portion of our operations with short-term, high-interest bridge loans from private lenders, including Atlantis, our principal shareholder.  The interest costs, transactional costs and, for certain financings, costs related to the issuance of warrants, have significantly increased our cost of capital in fiscal 2011 and the first six months of fiscal 2012.  This high interest expense, net continued until October 2011, when we repaid our higher-cost bridge loans with proceeds from the current year's harvest. We anticipate that our future cost of capital (on a per dollar basis) will be lower than what we experienced for the first six months of fiscal 2012; however we anticipate the continued need for short-term, high cost bridge loans to cover temporary cash needs during the non-harvesting season (April to September).

Income Tax Provision

Our effective tax rate has varied and may continue varying year-to-year based on various factors, including our overall profitability, the geographical mix of income before taxes, and the related tax rates in the jurisdictions where we operate and withholding taxes, as well as discrete events such as transferring money from a jurisdiction where earned to another.

Seasonality and Fiscal Year

Our business is highly seasonal, both with respect to revenue, expenses, cash flow and capital requirements. In Croatia, we use our fleet or fishing vessels to catch Bluefin Tuna during May and June and in Mexico, we lease a fleet of purse seiners and tugboats for an eight-week period during the fishing season of May through August to catch Bluefin Tuna.  Purchases of Bluefin Tuna can occur at any time. However, there are generally additional opportunities during the fishing seasons as fishermen may decide to sell us all or a portion of their live catch. Our tuna sales typically occur between October and February, when the sea temperature is lowest and Bluefin Tuna growth is slowest. Absent liquidity requirements, we generally do not generate sales during the rest

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of the year.  Accordingly, our fishing activities and a substantial portion of our farming operations require funds during periods where we are receiving no revenue from harvesting.  Our fiscal year, which starts on July 1 and ends on June 30, fits our farming operation because each fiscal year includes a full annual harvest cycle.

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 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 2011-2012 harvest season, we had significant sales in the first quarter as management decided to meet current liquidity needs by harvesting early some of our fish. In addition, we completed a significant portion of our fiscal 2012 sales in our second fiscal quarter as Baja's fiscal 2012 harvest season was completed in November 2011, and our Kali fiscal 2012 harvest season was completed in January 2012. We anticipate having a small amount of sales in the fourth quarter of fiscal 2012 as we entered into a sales contract with a third party to sell at least 55 tons of tuna from our Croatia operations in our fiscal quarter ending June 30, 2012. Our fiscal year, which starts on July 1 and ends on June 30, fits our farming operation because each fiscal year represents a full annual harvest cycle.

We historically have relied on cash proceeds collected from our tuna sales along with bank borrowings and other capital resources to fund our operations. Our operating plan contemplates expanding our extended-cycle farming by retaining biomass at the end of each harvest for up to three years. Accordingly, we need to continue feeding our Bluefin Tuna and maintaining our farming operations year-round, which results in year-round expenses that are not matched by our highly seasonal revenue.  We also have year-round general and administrative costs and interest expense that must be funded.  See “— Liquidity and Capital Resources.”

Inflation

We believe inflation has not had a material effect on our financial condition or results of operations in recent years.

Results of Operations

Our results of operations include Kali Tuna and Umami for all periods presented, and Baja and Oceanic from December 1, 2010.  We included results of Baja and Oceanic from July 20, 2010 through November 30, 2010 under the equity method.

Comparison of Three and Nine Months EndedMarch 31, 2012 to March 31, 2011

The following table and discussion sets forth our unaudited interim consolidated statements of operations by amount and as a percentage of our total net revenue for the periods presented. We believe that these period over period comparisons are of little use to investors because of significant timing differences in net revenue and related costs between these two periods. For the same reasons, we do not believe these results are indicative of our operating results for the full 2012 fiscal year or any future interim period.

As discussed earlier, our Mexico fiscal 2012 harvest season was completed in November 2011, and our Croatia fiscal 2012 harvest season was completed in January 2012. We will have recognized the majority of our fiscal 2012 net revenue by the end of this fiscal quarter ended March 31, 2012. However, we do anticipate generating a small amount of revenue in our fourth quarter of fiscal 2012, as we entered into a sales contract with a third party to sell at least 55 tons of tuna from our Croatian operations in our fiscal quarter ending June 30, 2012.

	Three Months Ended March 31,						Nine Months Ended March 31,
	2012			2011			2012			2011
	(in thousands)
Revenue, net	$	25,590		$	42,338		$	97,114		$	56,712
Cost of goods sold	(12,524		)	(32,383		)	(49,944		)	(43,539		)
Total gross profit	13,066			9,955			47,170			13,173
Research and development expense	(44		)	(121		)	(150		)	(244		)
Selling cost	(144		)	(536		)	(1,188		)	(1,033		)
General and administrative expense	(3,579		)	(2,949		)	(9,652		)	(6,009		)
Total selling, general and administrative expense	(3,723		)	(3,485		)	(10,840		)	(7,042		)
Other operating income, net	(26		)	30			157			329
Operating income	$	9,273		$	6,379		$	36,337		$	6,216

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Net revenue

Net revenue decreased $16.7 million, or 39.5%, from $42.3 million for the three months ended March 31, 2011, to $25.6 million for the same period in fiscal 2012. The decrease in the three months ended March 31, 2012 was due to the timing of our harvest in Mexico in fiscal 2012 compared to fiscal 2011. Because of issues in fiscal 2011 related to obtaining working freezers, our fiscal 2011 sales from Mexico were weighted toward our fiscal third quarter, whereas in fiscal 2012 we decided to meet our operational financing needs by harvesting our fish earlier beginning in our fiscal first quarter, and completing a significant portion of our harvest in our fiscal second quarter. This resulted in a mismatch in the timing of our harvest in fiscal 2012 compared to fiscal 2011.

Net revenue increased $40.4 million, or 71.3%, from $56.7 million for the nine months ended March 31, 2011, to $97.1 million for the same period in fiscal 2012. Our net revenue increase in the nine months ended March 31, 2012 compared to the same period in fiscal 2011 was due to several factors. Our net revenues for the nine months ended March 31, 2012 reflect revenue contribution from our Mexican operations for the entire period. In the nine months ended March 31, 2011, our Mexican operations only provided four months of revenue contribution because we completed the acquisition on November 30, 2010. Additionally, we decided to sell a larger percentage of our total biomass in fiscal 2012 compared to fiscal 2011. Finally, average revenue per kilogram in the nine months ended March 31, 2012 increased relative to the same period in fiscal 2011.

Average revenue per kilogram of tuna sold was $29.15 and $25.94 for the three and nine months ended March 31, 2012, respectively, compared to $19.62 and $20.15 for three and nine months ended March 31, 2011, respectively. The increase in average revenue per kilogram in the three and nine months ended March 31, 2012 compared to the same periods in fiscal 2011 was primarily due to an increase in the average sales price per tuna in the 2011-2012 harvest season compared to the 2010-2011 harvest season (an approximate increase of 23% year over year) as well as strengthening of the Japanese Yen against the USD, partially offset by increased sales of Bluefin Tuna from Mexico in the 2011-2012 harvest season, which tend to be smaller in size than tuna from Croatia as Bluefin Tuna sell for incrementally more per kilogram as they increase in size.

Cost of goods sold

Cost of goods sold decreased $19.9 million, or 61.4%, from $32.4 million for the three months ended March 31, 2011, to $12.5 million for the same period in fiscal 2012. The decrease in cost of goods sold in the three months ended March 31, 2012 was due to the mismatch in the timing of our harvest in fiscal 2012 compared to fiscal 2011. Because of issues in fiscal 2011 related to obtaining working freezers, our fiscal 2011 sales from Mexico were weighted toward our fiscal third quarter, whereas in fiscal 2012 we decided to meet our operational financing needs by harvesting our fish earlier beginning in our fiscal first quarter, and completing a significant portion of our harvest in our fiscal second quarter.

Cost of goods sold increased $6.4 million, or 14.7%, from $43.5 million for the nine months ended March 31, 2011, to $49.9 million for the same period in fiscal 2012. The increase in cost of goods sold in the nine months ended March 31, 2012 compared to the same period in fiscal 2011 was due to several factors. The nine months ended March 31, 2012 reflect cost contributions from our Mexican operations for the entire period. In the nine months ended March 31, 2011, our Mexican operations only provided four months of cost contribution because we completed the acquisition of Baja on November 30, 2010. Additionally, we decided to sell a larger percentage of our total biomass in fiscal 2012 compared to fiscal 2011, which resulted in a larger amount of cost recognized in fiscal 2012. Also included in the cost of goods sold for the nine months ended March 31, 2012 is a fair value adjustment of $2.2 million, representing the increase in the carrying value of our inventory in Mexico to reflect the valuation of the inventory purchased in the Baja acquisition over its historical fishing and farming costs. As of March 31, 2012, $0.7 million of the fair value adjustment remains on our balance sheet to be recognized.

Gross profit and gross margin

Gross profit increased $3.1 million, or 31.0%, from $10.0 million for the three months ended March 31, 2011, to $13.1 million for the same period in fiscal 2012. Gross margin increased from 23.6% for the three months ended March 31, 2011 to 51.2% for the same period in fiscal 2012.

Gross profit increased $34.0 million, or 257.6%, from $13.2 million for the nine months ended March 31, 2011, to $47.2 million for the same period in fiscal 2012. Gross margin increased from 23.3% for the nine months ended March 31, 2011 to 48.6% for the same period in fiscal 2012.

The increase in gross profit in the three and nine months ended March 31, 2012 compared to the same periods in fiscal 2011 was due to several factors. The nine months ended March 31, 2012 reflect gross profit from our Mexican operations for the entire

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period. In the nine months ended March 31, 2011, our Mexican operations only provided four months of gross profit because we completed the acquisition of Baja on November 30, 2010. Additionally, we decided to sell a larger percentage of our total biomass in fiscal 2012 compared to fiscal 2011, which resulted in a larger amount of gross profit recognized in fiscal 2012.

Research and development expenses

Research and development expenses were less than $0.1 million and $0.2 million for the three and nine months ended March 31, 2012, respectively, compared to $0.1 million and $0.2 million for the same periods in 2011.

Selling expenses

As a percentage of net revenue, selling expenses decreased from 1.2% for the three months ended March 31, 2011, to 0.4% for the same period in 2012. In absolute dollars, selling expenses decreased $0.4 million, or 80.0%, from $0.5 million for the three months ended March 31, 2011, to $0.1 million for the same period in fiscal 2012.

As a percentage of net revenue, selling expenses decreased from 1.8% for the nine months ended March 31, 2011, to 1.2% for the same period in 2012. However, in absolute dollars, selling expenses increased $0.2 million, or 20.0%, from $1.0 million for the nine months ended March 31, 2011, to $1.2 million for the same period in fiscal 2012.

The decrease in selling expenses as a percentage of net revenue in the three and nine months ended March 31, 2012 compared to the same periods in 2011 was due to a change in the terms of our sales agency contract with Atlantis. Under the sales agency contract with Atlantis that was terminated in June 2011, Atlantis Japan received 2% on all sales of our tuna, including related party sales. Under the Atlantis sales agency agreement entered into in October 2011, Atlantis Japan received 2% on all non-related party sales up to 4.0 billion Japanese Yen (approximately $52.0 million) and 1.0% on all non-related party sales above that amount. However, the increase in selling expenses in the nine months ended March 31, 2012 compared to the same period in fiscal 2011 was due to an increase in the amount of commissionable non-related party sales made by Atlantis Japan in the nine months ended March 31, 2012 compared to the nine months ended March 31, 2011. The sales agency agreement was terminated effective March 31, 2012.

General and administrative expenses

General and administrative expenses increased $0.7 million, or 24.1%, from $2.9 million for the three months ended March 31, 2011, to $3.6 million for the same period in 2012. General and administrative expenses increased $3.7 million, or 61.7%, from $6.0 million for the nine months ended March 31, 2011, to $9.7 million for the same period in 2012. The increase in general and administrative expenses in the three and nine months ended March 31, 2012 compared to the same periods in 2011 was due to additional costs for salaries, consultants, legal and audit fees, and travel expenses incurred at the Baja operation that were not part of the business in the prior year, as well as the increased size of our operations and staff at Umami and Kali.

Gain/Loss from foreign currency transactions and remeasurements

The loss from foreign currency transactions and remeasurements increased $1.4 million, from a loss of $0.5 million for the three months ended March 31, 2011 to a loss of $1.9 million for the same period in fiscal 2012. In the three months ended March 31, 2012, the Japanese Yen fell by 6% against the USD resulting in a loss of $2.3 million on receivables due from a related party denominated in Japanese Yen. This was partially offset by the strengthening of the Mexican Peso by 10% against the USD resulting in a $0.4 million remeasurement gain on Mexico Peso denominated net assets. The loss in the three months ended March 31, 2011 was due to a $0.3 million loss on foreign currency translation adjustments on Japanese Yen and other foreign currency denominated liabilities and payments at Kali Tuna, and a $0.2 million foreign currency remeasurement loss at Baja resulting from a 4% rise in the Mexican Peso against the USD on Mexican Peso denominated net liabilities.

The effect from foreign currency transactions and remeasurements increased from a $0.7 million loss for the nine months ended March 31, 2011 to a loss of $1.6 million for the same period in fiscal 2012. In the nine months ended March 31, 2012, the Japanese Yen fell by 6% against the USD resulting in a loss of $2.3 million on receivables due from a related party denominated in Japanese Yen, as well an $0.6 million loss on foreign currency translation adjustments on Japanese Yen and other foreign currency denominated liabilities at Kali Tuna. These losses were partially offset by a $1.3 million foreign currency remeasurement gain at Baja resulting from a weakening of the Mexico Peso by 13% against the USD in our fiscal first quarter when Baja had significant Mexican Peso denominated net liabilities, and a strengthening of the Mexican Peso by 10% against the USD in our fiscal third quarter when Baja had significant Mexican Peso denominated net assets. The loss in the nine months ended March 31, 2011 was primarily due to a $0.5 million loss on foreign currency translation adjustments on Swiss Franc and other foreign currency denominated liabilities and payments at Kali Tuna, and a $0.2 million foreign currency remeasurement loss at Baja resulting from

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the strengthening of the Mexican Peso by 5% on Mexican Peso denominated net liabilities.

Bargain purchase on business combination

During the three and nine months ended March 31, 2011, we recorded a preliminary gain on bargain purchase on business combination of $0.9 million and $2.8 million, respectively, related to our Baja and Oceanic acquisitions. The value of assets acquired and liabilities assumed were finalized in the year ended June 30, 2011, with the exception of the value of the farming concessions, which were finalized in the quarter ended September 30, 2011. However, there was no change in the value of Baja's farming concessions from June 30, 2011 to September 30, 2011. The transaction resulted in a gain as we acquired a larger biomass of Bluefin Tuna than we had originally projected. See note 7 to our unaudited interim condensed consolidated financial statements included elsewhere in this report.

Interest expense, net

Interest expense, net, decreased $1.2 million, from $2.3 million for the three months ended March 31, 2011, to $1.1 million for the same period in fiscal 2012. The decrease in the three months ended March 31, 2012 was due to a decrease in the amount of amortization of equity participation costs related to private investors and placement agents as the short-term bridge loans to which these costs relate were either paid off by March 31, 2012 or will mature in the near future. In addition, interest on related party loans decreased due to a decrease in the related party loan balances from March 31, 2011 to March 31, 2012.

Interest expense, net, increased $1.1 million, from $4.9 million for the nine months ended March 31, 2011, to $6.0 million for the same period in fiscal 2012. The primary reasons for the increase was utilizing the credit facilities from Atlantis and Aurora plus certain third party debt to finance most of the Baja acquisition and operations since its acquisition. Additionally, we financed shortfalls 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. We also financed a portion of our fishing cost in Baja utilizing short-term bridge loans. We repaid several of our high-interest rate bridge loans by December 31, 2011. Interest expense, net, included $1.3 million in write-offs of original issue discount, offering costs and warrant costs related to the early repayment of a $3.1 million note that we paid in full in the quarter ended September 30, 2011, instead of its original due date of March 31, 2012.

A summary of our interest expense for the three and nine months ended March 31, 2012 and 2011 is as follows (in thousands):

	Three Months Ended March 31,					Nine Months Ended March 31,
	2012			2011		2012			2011
Interest paid to banks	$	490		$	515	$	1,321		$	1,119
Interest related to Atlantis and Aurora	216			550		804			1,356
Interest paid to private investors (including amortization of original issue discounts)	182			600		1,788			998
Amortization of transactional costs of loans	214			206		1,185			543
Amortization of equity participation costs related to private investors and placement agents	107			393		995			873
Less interest income	(99		)	—		(115		)	—
Total interest expense, net	$	1,110		$	2,264	$	5,978		$	4,889

Income Tax Expense

Income tax expense decreased from $1.7 million for the three months ended March 31, 2011 to $1.4 million for the same period in fiscal 2012. The decrease in income tax expense for the three months ended March 31, 2012 was due to a lower pretax income and a lower effective tax rate.

Income tax expense increased from $2.1 million for the nine months ended March 31, 2011, to $7.9 million for the same period in fiscal 2012. The increase in income tax expense for the nine months ended March 31, 2012 is primarily due to the significant increase in revenues and operating income for the nine months ended March 31, 2012 compared to the nine months ended March 31, 2011, offset partially by the lower effective rate for the current year. In addition, primarily due to earnings repatriated from Mexico, the Company switched from a nontaxable entity to a taxable entity, by becoming subject to Alternative Minimum Tax (AMT), during the quarter ended December 31, 2011.

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Liquidity and Capital Resources

At March 31, 2012, we had working capital of $44.3 million compared to $16.2 million at June 30, 2011. Included in the $44.3 million at March 31, 2012, are $16.4 million of accounts receivables due from related parties. See further discussion of these receivables in Note 11, "Related Parties."  At March 31, 2012, we had cash and cash equivalents of $17.6 million, compared to $1.1 million at June 30, 2011.

Cash Flows

The following table summarizes our cash flows for the nine months ended March 31, 2012 and 2011 (in thousands):

	Nine Months Ended March 31,
	2012			2011
Total cash provided by (used in):
Operating activities	$	17,959		$	11,144
Investing activities	(3,655		)	(21,303		)
Financing activities	915			11,562
Effects of exchange rate changes on cash balances	1,320			2,951
Increase in cash and cash equivalents	$	16,539		$	4,354

Operating activities. Net cash provided by operating activities was $18.0 million for the nine months ended March 31, 2012, compared to $11.1 million for the nine months ended March 31, 2011. The increase in cash provided by operating activities is largely due to an increase in net income, adjusted for certain non-cash items such as inventories, amortization of debt discounts/warrants, accounts receivable and income taxes payable.

For the nine months ended March 31, 2012, our net income was $18.5 million, which included a $0.3 million loss resulting from increases in foreign exchange rates on foreign-denominated debt; a $2.5 million loss resulting from an increase in the fair value of our derivative stock warrant liability due primarily to an increase in the estimated fair value of our share price at March 31, 2012; depreciation and amortization expense of $1.2 million; $0.3 million of stock compensation expense; and $3.4 million in amortization of deferred financing costs, debt discounts and warrants included in interest expense, including $1.3 million in write-offs of original issue discount, offering costs and warrant costs related to the early repayment of a $3.1 million note that was paid in full in the three months ended September 30, 2011 instead of on its original due date of March 31, 2012. In addition, interest expense increased from $4.9 million for the nine months ended March 31, 2011 to $6.0 million for the nine months ended March 31, 2012 primarily due to our utilization of short-term bridge financing and the credit facilities from Atlantis and Aurora to finance most of the Baja acquisition and our Mexican operations since its acquisition. We repaid our highest-cost bridge loans by the end of December 2011. We also used $8.2 million to fund net working capital requirements, consisting primarily of a $19.0 million increase in trade and related party account receivables; a $7.2 million decrease in trade and related party accounts payables due to harvest-related payables being paid in the period; and a $5.6 million increase in prepaid expenses related to the fiscal 2012 fishing season; partially offset by an $18.3 million decrease in inventory and a $6.2 million increase in income taxes payable resulting from increased sales compared to the same period in fiscal 2011.

Net cash provided by operating activities for the nine months ended March 31, 2011 of $11.1 million reflected net income of $2.0 million, which included a gain on bargain purchase of $2.8 million related to the acquisition of Baja and Oceanic, as well as a gain of $0.1 million resulting from a decrease in the fair value of our derivative stock warrant liability primarily due to a decrease in the remaining terms of the warrants and $0.6 million in net income from the Baja operations which at the time were an equity investee, partially offset by depreciation and amortization expense of $1.3 million, $0.1 million of stock compensation cost, and $1.6 million in amortization of deferred financing costs, debt discounts and warrants included in interest expense. Net use of cash from operating activities also included a net working capital increase of $9.8 million, consisting primarily of an $18.1 million decrease in inventory, a $4.0 million increase in accounts payable and accrued liabilities and $1.6 million increase in income taxes payable, partially offset by a $12.9 million increase in trade and related party account receivables and $1.0 million increase in prepaid expenses related to the fiscal 2011 fishing season.

Investing activities. Cash used in investing activities for the nine months ended March 31, 2012 was $3.7 million compared to $21.3 million for the nine months ended March 31, 2011. During the nine months ended March 31, 2012, we spent $3.7 million on purchases of property and equipment. During the nine months ended March 31, 2011, we invested $19.1 million in the purchase

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and operations of Baja and Oceanic, we invested $1.6 million in the purchase of the BTH Joint Venture assets, and we spent $0.6 million on the purchases of property and equipment.

Financing activities. Cash provided by financing activities for the nine months ended March 31, 2012 totaled $0.9 million, compared to $11.6 million for the nine months ended March 31, 2011. During the nine months ended March 31, 2012, we borrowed $32.4 million from banks, third parties and related parties to fund our operations and capital requirements. This was offset by $31.0 million in principal and interest payments to lenders and $0.5 million in debt offering costs paid. During the nine months ended March 31, 2011, we borrowed $40.5 million from banks, third parties and related parties, and made $34.1 million in principal and interest payments to lenders and $1.0 million in debt offering costs paid. In addition, we received $4.6 million in net proceeds from the issuance of common stock and warrants, and $1.6 million in funds were released from escrow accounts.

Credit Agreements and Borrowings

As noted above, due to the seasonality of our business, we have been reliant on short-term bridge loans as a source of cash to fund our operations and cover temporary cash needs during the non-harvesting season (April to September). Our borrowings were comprised as follows as of March 31, 2012 and June 30, 2011 (borrowings in thousands):

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	Borrowing Party	Facility	Interest Rate	Effective rate at March 31, 2012	March 31, 2012		June 30, 2011
Non-related party borrowings:
Erste&Steiermaerkische bank d.d.	Kali Tuna	HRK 29,240	4.4% floating *	5.74%	$	5,178	$	5,708
Erste&Steiermaerkische bank d.d.	Kali Tuna	HRK 30,000	4.4% floating *	5.65%	5,313		5,856
Erste&Steiermaerkische bank d.d.	Kali Tuna	JPY 180,000	3M JPY LIBOR+6.5%	n/a	—		2,219
Erste&Steiermaerkische bank d.d.	Kali Tuna	HRK 80,000	40% at HBOR 2.8% + 60% at 4.4%	6.11%	14,168		—
Erste&Steiermaerkische bank d.d.	Kali Tuna	EUR 550	3M EURIBOR+5%	6.38%	675		792
Volksbank d.d.	Kali Tuna	HRK 10,000	40% at HBOR 3.8% + 60% at 5.9%	n/a	—		1,627
Privredna banka Zagreb d.d.	Kali Tuna	EUR 2,505	3M EURIBOR+4.75%	6.29%	2,543		3,593
Bancomer	Baja Aqua Farms	MXN 50,000	TIEE + 4.5%	n/a	—		4,223
Bancomer	Baja Aqua Farms	MXN 46,878	TIEE + 5.0%	9.78%	784		—
Amerra Capital Management, LLC	Umami	USD 8,500	11% + 1YR LIBOR	11.82%	5,965		—
UTA Capital LLC	Umami	USD 3,125	9%	n/a	—		3,387
Private investors	Umami	USD 5,624	Nil	n/a	—		2,000
Total obligations under capital leases					18		37
Less: Debt Discount					—		(1,007		)
Total non-related party borrowings					$	34,644	$	28,435
Related party borrowings:
Atlantis Co., Ltd.	Umami	USD 15,000	1%/month	n/a	$	—	$	4,274
Atlantis Co., Ltd.	Umami	USD 15,000	1%/month	n/a	—		—
Aurora Investments ehf	Umami	USD 8,000	1%/month	n/a	—		5,313
Total related party borrowings					$	—	$	9,587
Total borrowings					$	34,644	$	38,022
Made up of:
Short-term borrowings, non-related party					$	18,809	$	24,002
Short-term borrowing, related party					—		7,587
Long-term debt, non-related party					15,825		4,417
Long-term debt, related party					—		2,000
Long-term obligations under capital leases					10		16
Total borrowings					$	34,644	$	38,022

*At discretion of bank

Material Credit Agreements - Croatian Operations

Our Croatian operations are funded with local bank debt that is secured by most of the Bluefin Tuna inventory, fixed assets and concessions of our Croatian operations. Most of the loans require pre-approval for any funds to be distributed outside of the Croatian operations. At March 31, 2012, Kali Tuna had $27.9 million in bank debt, of which $12.1 million was current and $15.8 million was long-term. At March 31, 2012, we had $17.1 million of cash on hand available for use by our Croatian operations. The following is a description of the material indebtedness owed by our Croatian operations:

Erste & Steiermaerkische Bank Loans

On October 30, 2007, Kali Tuna entered into a framework credit agreement with Erste & Steiermaerkische bank d.d. (“Erste & Steiermaerkische”), which was renewed on January 21, 2008. The framework agreements provided for a secured credit facility consisting of three revolving credit lines: (i) a credit line of HRK 29.2 million, granted under the short term revolving credit agreement dated November 12, 2007, payable successively or at once on February 15, 2012, with a variable interest rate of 5.0%;

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(ii) a credit line of HRK 30.0 million, granted under the short term revolving credit agreement dated June 6, 2008, payable successively or at once on March 15, 2012, with a variable interest rate of 5.0%; and (iii) a credit line of JPY 180.0 million, payable successively or at once on March 1, 2012, with a variable interest rate of 3-month LIBOR + 6.5%. The funds were to be used for preparation of goods for export and other export purposes. The first two of the mentioned agreements were executed as part of the program of the Croatian Bank for Reconstruction and Development for advancement of export, which included a subsidized interest rate, and were each renewed for one additional year. The JPY 180.0 million credit line was repaid in full in March 2012 and has not been renewed. On March 15, 2012, the HRK 29.4 million and HRK 30.0 million credit lines were extended to February 15, 2013 and March 15, 2013, respectively, and, in connection therewith, the interest rates were reduced from 5.0% to 4.4%.

On April 15, 2011, Lubin entered into a credit agreement with Erste & Steiermaerkische. The agreement provides for a secured credit facility of EUR 0.6 million with interest payable monthly at a variable rate of three-month EURIBOR plus 5.0%. The loan matures on January 31, 2018. Funds advanced were used for operational purposes at our Croatian operations. The loan/facility is secured by certain fixed assets of our Croatian operations. Kali Tuna is jointly liable for all of Lubin's obligations under the facility.

On June 8, 2011, Kali Tuna entered into an additional syndicated credit agreement with Erste & Steiermaerkische and the Croatian Bank for Reconstruction and Development (“HBOR”). The agreement provides for a secured credit facility consisting of a credit line of HRK 80.0 million, which was fully drawn at December 31, 2012, with 40.0% of the credit line (funds of HBOR) accruing interest at a variable rate of 2.8% and the remaining 60.0% at a variable rate equal to the rate accruing on Croatian National Bank bills with maturity of 91 days, plus 3.0%. The facility matures on December 31, 2014 and is repayable in one installment. The interest is payable quarterly. Funds advanced are to be used for working capital needs for the operation of our farming sites in Croatia or for the purchase of tuna, and require that matching funds (at least 45%) be provided by us. As of March 31, 2012, Kali Tuna has drawn all funds available under the line. The line is secured by live Bluefin Tuna owned by us in Croatia, as well as other security instruments, including guaranties issued by Lubin, Atlantis and us.

Under the Erste & Steiermaerkische's agreements, Kali Tuna agreed that, without obtaining Erste & Steiermaerkische's consent, it would not pledge or otherwise encumber its assets, dispose of its assets (except in the ordinary course of business), undertake actions affecting the company status (including mergers or subdivisions), repay indebtedness owed to its shareholders, guarantee the obligations of others or incur additional indebtedness. Events of defaults, which results in an acceleration of all amounts due under the facility, include the failure to pay any obligation when due, Kali Tuna's insolvency, a material adverse change in Kali Tuna's business, use of funds for purposes other than those for which the loan was granted, the invalidity (or non-substitution) of any of the security instruments, a breach of the obligation to conduct at least 75% of the payment operations through Erste & Steiermaerkische, and a change of ownership of Kali Tuna that is not acceptable to Erste & Steiermaerkische.

Other Bank Loans

Kali Tuna also has a loan from Privredna banka Zagreb d.d. for EUR 2.5 million that matures on March 31, 2014 and is payable in three annual installments which began March 31, 2012. The first annual installment was paid early in January 2012. Interest is payable monthly based on the three-month EURIBOR rate plus 4.75%. Funds advanced were granted for the purchase of certain assets and for working capital purposes. The loan is secured by certain of our fish inventory in Croatia as well as certain other security instruments, including the pledge over two motor boats owned by the seller of the assets. The parties established that the value of the pledged fish inventory amounted to HRK 29.7 million on March 31, 2011, and Kali Tuna undertook to maintain a certain value of inventory until the full repayment of the loan. Under the agreement, Kali Tuna undertook various other obligations, including not to assume further debts or to encumber its assets in a manner that could affect its ability to repay the loan, to inform the bank of all material changes (including changes of the company status) or changes affecting its business or ability to repay the loan and to conduct its monetary operations through the bank on a pro rata basis in relation to other creditors. In case of default, the bank may terminate the agreement with immediate effect and make due the total amount of the loan. Events of default include a delay in repaying any of its obligations under the agreement (or any other agreement it may enter into with the bank), a material adverse changes that may reasonably affect the ability of Kali Tuna to fulfill its obligations under the agreement and a change of the company name or address of which the bank is not informed within three days. In addition, Kali Tuna undertook not to perform any activities that could endanger the environment or any activities in breach of the applicable regulations relating to environmental protection for the duration of the agreement.

Kali Tuna had an additional credit line that was paid in full in January 2012. The credit line was with Volksbank d.d. for HRK 10.0 million that was to mature on December 31, 2013 and was payable in quarterly installments of $0.2 million, which began March 31, 2011. The terms of the loan called for a variable interest rate based on 40.0% of the funds at a rate of 3.8%, with the remaining 60.0% at a rate of 5.9%. The loan was secured by certain of our Croatian fish inventory and certain other security instruments, including a guaranty by Lubin.

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Material Credit Agreements - Mexican Operations

On July 5, 2010, Baja entered into a revolver facility dated (as amended on June 23, 2011) with BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer(“Bancomer”) for MXN 50.0 million that accrued interest payable at an annual rate equal to the Mexican 28-days period Tasa de Interés Interbancaria de Equilibrio (“TIIE”) + 4.0% and was secured by certain Baja inventory. Marpesca and Oli Steindorsson, our Chairman, President and Chief Executive Officer, were joint obligors under the credit facility. This facility matured on September 30, 2011, was extended to November 4, 2011 and was paid in full in October 2011.

On February 22, 2012, Baja entered into a revolver facility with Bancomer for MXN 46.9 million that accrues interest payable at an annual rate of the 28-days period TIIE and is unsecured. This facility matures on February 22, 2013. At March 31, 2012, Baja had borrowed MXN 10.0 million and the remainder is available to fund our operations in Mexico. Under this facility Baja is not subject to restrictive covenants other than customary affirmative covenants such as the periodic delivery of financial statements and compliance with applicable Mexican environmental laws and regulations. This facility matures on February 22, 2013. This facility does not restrict the ability of Baja to pay dividends. Baja drew down an additional MXN 10.0 million on April 3, 2012.

Private Investor Loans - Baja and Umami

On August 26, 2011, we, together with Baja, entered into a credit agreement with AMERRA Agri Fund, L.P., AMERRA Agri Opportunity Fund, L.P., JP Morgan Chase Retirement Plan (the “Lending Parties”) and AMERRA Capital Management, LLC (as administrative agent). The agreement was amended in February 2012 and again in April 2012 (the agreement, as amended, is referred to as the “AMERRA Agreement”).

The AMERRA Agreement provides for a secured credit facility consisting of loans in an aggregate principal amount of up to $15.0 million, with a variable interest rate of one-year LIBOR plus 9.0% for a portion of the loans and LIBOR plus 11.75% for a portion of the loans. At March 31, 2012, a total of $6.0 million remained outstanding and in April 16, 2012, we received additional proceeds of $3.9 million for a $4.0 million note. No additional funds are currently available under the line. Additional funds can be available based on growth of the biomass or completion of the fishing operation in Baja.

Funds advanced are to be used solely to refinance certain of our indebtedness, to finance the working capital needs of Baja and to pay expenses incurred in connection with the credit facility. The loans were funded in three tranches. The first tranche of $5.2 million was received on September 7, 2011 in the amount of $5.1 million, of which $3.1 million was used to repay a secured note with a maturity date of March 31, 2012, plus accrued interest and to pay placement agent costs totaling $0.1 million, with the remainder being used as general working capital for growth and reinforcement of infrastructure at the Company's facility in Mexico. The second tranche of $1.1 million was received on September 15, 2011. In January 2012 the Company repaid $0.3 million of the initial funds. The third tranche was funded in April 2012, for $3.9 million. The notes are secured by (1) substantially all of the Umami's assets, including the shares it holds in Baja and Oceanic and (2) pledges of the common stock of Marpesca made by Baja. Moreover, each of Atlantis, Aurora, Oceanic and Mr. Steindorsson have guaranteed prompt and complete performance of Umami's obligations under the AMERRA Agreement and related contracts.

We also issued five-year warrants to the Lending Parties to purchase 500,000 shares of our common stock at an initial exercise price of $1.50. In connection with the AMERRA Agreement, we granted the Lending Parties demand and piggyback registration rights and agreed to indemnify them and AMERRA against certain expenses related to the transaction and controversies arising thereunder or in connection with their registration rights, should they occur. The warrants are subject to anti-dilution protection should their then-applicable exercise price be greater than the price or exercise price of certain subsequently issued common stock or securities (including additional warrants), among other circumstances.

We and our subsidiaries are subject to a number of restrictions under the AMERRA Agreement that affect our ability to incur indebtedness, transfer assets, issue dividends and make investments, among other activities. For instance, subject to certain exceptions, we and our subsidiaries: (1) may not incur or permit to exist any indebtedness, unless the indebtedness: (a) is pre-existing or is a like-amount renewal of pre-existing debt, (b) is used to finance the acquisition and maintenance of capital assets and does not exceed $500,000, (c) is related to trade letters of credit, (d) is certain subordinated debt, (e) is incurred to harvest or increase our biomass, (f) is assumed pursuant to a permitted acquisition, (g) is secured and does not exceed $5.0 million outstanding at any time, or (h) qualifies under another limited exemption; (2) may not create, incur or permit any lien on our existing or subsequently acquired property, or assign or sell any rights (including accounts receivable) in respect of any thereof; (3) may not, without prior approval from certain of the Lending Parties, undergo a fundamental corporate change or dispose of substantially all of our or any of our subsidiaries' assets or the stock in our subsidiaries; (4) may not engage in any business other than the type conducted when we entered into the agreement or a business reasonably related to that type; (5) may not hold or acquire any securities (including pursuant to a merger) of, make any loan to or guarantee for, or permit to exist an interest in any assets of, another person or entity, or acquire the assets of another person or entity constituting a business unit, except in the case of (a)

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short-term U.S. Treasuries, certain highly-rated commercial paper or money market funds, and certain other similar securities, (b) an investment in the capital stock of an existing subsidiary, (c) mergers or other combinations in which we or our subsidiary is the survivor and the acquired company operates in a complementary line of business, subject to the approval of AMERRA or (d) other investments or transactions otherwise permitted under the agreement; (6) may not make certain restricted payments, including, in the case of us but not our subsidiaries, cash or other non-stock dividends; (7) may not sell to, purchase from, or otherwise engage in any transactions with any affiliates not in the ordinary course and on arm's-length terms, unless the transaction only involves us and our subsidiaries or is otherwise permitted under the agreement; (8) may not enter or permit to exist any arrangement that restricts (a) us and our subsidiaries' ability to create liens against property or assets or (b) our subsidiaries' ability to pay dividends, repay loans to, or guarantee the indebtedness of, us or other of our subsidiaries, subject to certain exceptions. We are also subject to certain financial ratio requirements and both us and Baja must maintain minimum amounts of working capital.

The amounts due under the facility are due no later than December 15, 2012. However, in the event the Bluefin Tuna biomass at the farm has not increased, from growth or the fishing season, to meet certain agreed upon levels by certain dates up to $1.0 million would be due August 1, 2012, an additional $1.5 million would be due September 1, 2012 and an additional $1.5 million would be due October 1, 2012 with the remaining $6.0 million payable on December 15, 2012.

Related Party Loans - Atlantis and Aurora

At June 30, 2011, the Company owed Atlantis and Aurora a total of $9.6 million in notes payable. 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. This amount included funds utilized for the refinance of the $4.0 million of the notes payable due to Atlantis on June 30, 2011. New funds available under the credit line totaled $10.7 million (after deduction of fees and expenses). Principal amounts drawn under the credit line bore interest at the rate of 1.0% per month based on the average amount outstanding payable monthly, and required payment of a 1.25% fee related to the advances. During the nine months ended March 31, 2012, the Company borrowed an additional $1.3 million from Atlantis, repaid $2.8 million to Atlantis and paid $3.0 million to others on Atlantis' behalf. Also, the Company issued warrants to acquire 258,948 shares of its common stock at an exercise price of $3.00 in connection with amounts borrowed from Atlantis. The notes and accrued interest totaling $5.4 million were due and payable March 31, 2012. In addition, the Company owed Atlantis Japan $0.9 million in commissions at March 31, 2012. However, the parties agreed to offset these amounts totaling $6.2 million against receivables owed to the Company by Atlantis Japan effective March 31, 2012. See further discussion at Note 11 — Related Parties.

Material Covenants or Operating Restrictions

The terms of the AMERRA Agreement prohibit us from paying cash dividends and making certain other restricted payments, and also prohibit certain transactions with affiliates, without AMERRA's prior written consent. In addition, we and our subsidiaries are limited by the AMERRA facility in our and their ability to incur additional indebtedness and to issue future liens against assets and we and they may not enter into or permit agreements restricting the ability to create liens, or preventing a subsidiary from paying dividends. Finally, we and Baja must also maintain specified financial ratios and working capital requirements, as provided in the AMERRA credit agreement. Under the Atlantis credit facility, a change in control transaction or asset sale can permit Atlantis to cancel the facility and declare all outstanding amounts due and payable. For additional restrictions and material covenants related to our subsidiaries' credit facilities, see Note 8 and "—Sources of Liquidity" below.

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 for consumption and, accordingly, we consider these fish to be nonsaleable. 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 saleable live tuna stock inventories at March 31, 2012 and June 30, 2011 was estimated at $41.3 million and $72.0 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 based on actual sales contracts.

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 farming operations, costs to catch Bluefin Tuna and costs to pay ongoing general and administrative costs plus any interest or principal payments required

47

to service our debt.

For the nine months ended March 31, 2012, our most significant sources of liquidity were proceeds from the sale of Bluefin Tuna, cash from lines of credit with commercial banks and bridge loans. Significant uses of liquidity include funding of our operations, including fishing in Mexico, repayment of amounts advanced by related parties and repayment of bank and other debt.

At March 31, 2012, we had $17.6 million in cash. On May 14, 2012 the Company reached an agreement with Atlantis whereby Atlantis and Umami agreed to offset all amounts due to Atlantis under the Atlantis Credit facility, including interest, and the amounts due to Atlantis Japan under the Sales Agency agreement effective as of March 31, 2012 (a total of $6.2 million) against amounts due to Kali Tuna and Baja for fish purchased by Atlantis Japan. Additionally, Atlantis and Atlantis Japan agreed to pay the Company for all remaining amounts owed by Atlantis Japan under its purchase agreements with Kali Tuna (totaling HRK 99.7 million or approximately $17.2 million USD on May 14, 2012) and Baja (totaling $1.1 million USD), representing the amounts that would have been received by Kali Tuna and Baja in their respective functional currencies had the accounts receivable been paid on their respective due dates. The amounts are due no later than July 31, 2012. The net amount due to the Company at March 31, 2012 of $16.4 million shown on the consolidated balance sheet represents the amounts due to Kali and Baja in Japanese Yen converted into USD at the prevailing exchange rates on March 31, 2012. The total amount due from Atlantis at March 31, 2012 discussed above ($18.3 million) represents the agreed upon amount due to the Company at the prevailing exchange rates on May 14, 2012 (the date of the agreement with Atlantis discussed above). To provide security for this total amount due to the Company, Atlantis has secured these obligations with 8.0 million of its shares in the Company. If Atlantis has not paid the net amount due by July 31, 2012, the Company will have the right to liquidate enough of the 8.0 million shares of collateral to settle the total amount due to Kali Tuna and Baja and return any excess shares to Atlantis. In the event the proceeds from liquidation of all 8.0 million shares is insufficient to settle the total amount due to Kali Tuna and Baja, Atlantis remains obligated to pay the remaining amount.

Of our total consolidated cash balance of $17.6 million at March 31, 2012, $17.1 million is held at our Croatian operation. Under the terms of Kali Tuna's debt agreements, any movement of funds to Umami would require pre-approval by those lenders. However, under our current investment strategy, we do not anticipate remittance of any of Kali Tuna's undistributed earnings as we consider them to be indefinitely reinvested. See further discussion at Note 12 to our unaudited condensed consolidated financial statements included elsewhere in this report.

At March 31, 2012, we had $2.9 million available under a working capital line of credit with a Mexican bank. Also, in April 2012 we increased our credit agreement with AMERRA, borrowed an additional $4.0 million and extended the due date to December 15, 2012.

We expect to utilize a portion of these resources to pay debt service obligations in the next twelve months. Our debt service obligations in the next twelve months consist of (i) debt principal repayments of $23.6 million to financial institutions and unrelated third parties and (ii) approximately $2.0 million in interest payments due on financings from financial institutions and unrelated third parties.

Although we believe we have or will be able to obtain sufficient capital to maintain and grow our current biomass through the 2012-2013 harvest season, we will need to obtain additional capital to (i) expand our fleet to increase the quantity of Bluefin Tuna or feed we can catch or (ii) purchase additional Bluefin Tuna to increase our biomass. We may pursue sources of additional capital by issuing securities through various financing transactions or arrangements, including joint ventures, debt or equity financing. We have previously addressed liquidity needs by issuing debt with commercially unfavorable terms, sometimes with warrants to purchase shares of our common stock. If we require additional capital, we may also consider harvesting a portion of our Bluefin Tuna inventory earlier in the extended-lifecycle process than we otherwise would have. For example, in fiscal 2012, we began harvesting Bluefin Tuna in July. Additional financing may not 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 existing stockholders.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or US GAAP. 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. 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. 

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We consider the policies discussed below to be critical to an understanding of our unaudited interim condensed consolidated financial statements because they involve the greatest reliance on management's judgment.

Inventories

Substantially all of our inventories consist of Bluefin Tuna, with a small amount consisting of feed stock. We state inventories at the lower of cost, based on the average cost method, or market.

We systematically monitor the size, growth and growth rate of our tuna to estimate total biomass at each balance sheet date. We track our tuna inventory by cage at each site, physically counting all tuna entering the farm and estimating their weight utilizing slow motion computer monitored underwater camera technology.  We also count the tuna using the same technology when we transfer tuna to another cage or divide a cage.  We divide cages when our biomass reaches the maximum level for a cage of that size.

We assess tuna growth and average size based upon the quantity of feed and the expected food conversion ratio at that time of year for that size of tuna and the water temperature, as well as observation by our staff and, in some cases utilization of high-tech cameras.  We measure actual fish mortality almost daily.  Each month, we estimate our production by calculating our estimated growth of the biomass and subtracting estimated mortality.

During harvesting, we weigh each Bluefin Tuna harvested.  We generally empty entire cages during the harvest.  After emptying a cage, we compare differences between our recorded and estimated biomass for that cage and the actual biomass removed.

Management reviews quarterlyinventory balances to estimate if net realizable value is less than carrying value. Substantially all of our inventory consists of Bluefin Tuna, and a small amount consists of feed stock and other materials and supplies used in our operations. To determine the net realizable value of our inventories, we calculate the cost of our biomass on a weighted average basis, which includes all costs to catch, acquire, transport to the farm and on-grow the fish. We will record a provision for loss to reduce the computed weighted average cost if management determines it exceeds the net realizable value. We have not had any losses related to net realizable value, and do not anticipate any for the foreseeable future.

We charge abnormal mortalities, such as storm losses, 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.  We had storm losses in the three months ended March 31, 2012 and the three months ended March 31, 2011 of less than $0.1 million and $1.3 million, respectively.  The decrease in storm losses in the three months ended March 31, 2012 compared to the three months ended March 31, 2011 was due to fewer and less severe storms, the movement of most of our Bluefin Tuna inventory in Mexico to a more secure farm at Punta Banda that is more sheltered from storms that our other farm sites in Mexico, and an overall lower amount of biomass in Baja in the current quarter compared to the prior period.

During the fishing season, we catch and transport Bluefin Tuna to our farms.  We do not include this tuna in our live stock inventory until it has been transferred into our farming cages and has been counted and the biomass assessed.  We accumulate costs associated with our fishing activities in a separate inventory account and transfer these costs to live stock inventory once we assess the Bluefin Tuna at the lower of cost or the net realizable value.  We write off any costs that are not recoverable in the period in which the tuna were recorded.

Consolidation and Operating Structure

Our 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 initial 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, our financial statements include Baja and Oceanic fully consolidated. All significant intercompany balances and transactions have been eliminated in consolidation.

Under ASC 810, a VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

Based upon the criteria set forth in ASC 810, we have determined that we are the primary beneficiary in two VIEs, Lubin and

49

Marpesca, as we absorb significant economics of the entities, have the power to direct the activities that are considered most significant to the entities, and provide financing to the entities. In addition, the entities do not have the total equity investment at risk sufficient to permit them to finance their activities without our support. As such, the VIEs have been consolidated within our interim condensed consolidated financial statements.

Prior to October 31, 2010, Kali Tuna operated BTH Joint Venture. Under the terms of the BTH Joint Venture, Bluefin Tuna was acquired, farmed and sold at our Croatian site. Initially, the BTH Joint Venture was operated through a separate entity, Kali Tuna Trgovina d.o.o. ("KTT"). In January 2008, all activities of the BTH Joint Venture were assumed by Kali Tuna. In October 2010, the BTH Joint Venture was terminated, at which time the BTH Joint Venture's remaining assets, consisting primarily of Bluefin Tuna biomass located at our Croatian 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.

Revenue Recognition

We recognize revenue from tuna sales when our tuna inventory is shipped, title has passed to the customer and collectability is reasonably assured.

Allowance for Doubtful Accounts

We record the substantial majority of our revenue by March 31 of each fiscal year. Our sales are typically large in size and small in number.  As a result, our accounts receivable balance at June 30, ours fiscal year end, is typically low.  We review all invoices and will make a provision for the value of any amounts that in the view of the management are at risk.  During the year ended June 30, 2011 and the nine months ended March 31, 2012, we did not identify any doubtful accounts related to non-related party receivables. As of the date of this quarterly report, we have collected all amounts related to fiscal 2011 and earlier sales to non-related parties. See discussion regarding related party receivables at Note 11 to our unaudited condensed consolidated financial statements included elsewhere in this report.

The total allowance for doubtful accounts was less than $0.1 million on June 30, 2011 and was nil on March 31, 2012.

Provision for 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.

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.

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Item 4. 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”) are 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 are accumulated and communicated to management to allow timely decisions regarding required disclosure.

(a) Evaluation of Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, 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 report. Our Chief Executive Officer and our Chief Financial Officer evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of March 31, 2012.

Based on this evaluation, management concluded that, as of March 31, 2012, our disclosure controls and procedures were not effective. The conclusion that our disclosure controls and procedures were not effective as a result of unremediated material weaknesses in internal control over financial reporting as described below. 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 the 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.

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 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 March 31, 2012, 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:

1. limited number of personnel with US 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 US GAAP and guidelines of the Securities and Exchange Commission; and

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 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 March 31, 2012 based on criteria established in Internal Control—Integrated Framework issued by COSO. Management is currently evaluating remediation plans for the above deficiencies. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the weaknesses described above.

(b) Changes in Internal Control

There were no changes in our internal control over financial reporting that occurred in the three months ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. The other control weakness noted in our previous annual report and interim period SEC filings have not been remediated.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be named in claims arising in the ordinary course of business. Currently, except as described below,

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no legal proceedings or claims are pending against us or our subsidiaries that could reasonably be expected to have a material adverse effect on its 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).

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.

On January 30, 2012, the Croatian government terminated the Financial Police as a separate department of the Ministry of Finance. All of the cases assigned to the Financial Police, including Kali Tuna's case, have been assigned to the Tax Office of the Croatian Ministry of Finance.

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 (the "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 Kali, 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. Management expects, 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 filed for a joinder review for the purpose of upholding the reversal with the Second Collegiate of the Fifteenth Circuit Court, located in Mexicali, Baja California. On November 11, 2011, the Second Collegiate of the Fifteenth Circuit Court ruled that the Taxing Authority's appeal was unfounded and without merit and upheld the reversal in favor of Baja. This ruling is final and all liens and guarantees have been removed by the Taxing Authority.

Item 1A. Risk Factors

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As of the date of this filing, there have been no material changes to the risk factors included in Part I, Item 1A—“Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2011.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None. 

Item 6. Exhibits

2.1	Articles of Merger
2.2	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.*
2.3	Amendment dated September 24, 2010 to Stock Purchase Agreement dated July 20, 2010
2.4	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 *
2.5	Amendment dated September 24, 2010 to Option Agreement dated July 20, 2010
3.1	Articles of Incorporation of Umami Sustainable Seafood Inc., as amended to date
4.2	Common Stock Purchase Warrant dated October 7, 2010
4.3	Senior Secured Bridge Note in the Principal Amount of $3,125,000 dated October 7, 2010
4.4	Senior Secured Bridge Note in the Principal Amount of $2,500,000 dated October 7, 2010
4.6	Atlantis Credit Facility effective as of June 30, 2010
4.7	Amendment No. 1 to Loan Agreement dated September 30, 2010
4.8	Company Pledge and Security Agreement dated October 7, 2010
10.3	Employment Agreement dated July 1, 2010 with Oli Valur Steindorsson
10.4	Employment Agreement dated July 1 2010 with Dan Zang
10.33	Independent Labor Contract Agreement dated January 2, 2011 between Baja Aqua Farms S.A. de C.V. and Servicios Administrativos BAF
10.34	Independent Labor Contract Agreement dated January 2, 2011 between Marpesca S.A. de C.V. and Servicios Administrativos BAF
10.35	Marpesca Sale Purchasing Agreement dated January 2, 2008, between Baja Aqua Farms S.A. de C.V. and Marpesca S.A. de C.V.
10.36	Amendment to Marpesca Sale Purchasing Agreement dated January 2, 2012, between Baja Aqua Farms S.A. de C.V. and Marpesca S.A. de C.V.
31.1	Certifications of the Principal Executive Officer furnished pursuant to Rule 13a-14(a) or Rule 15d-14(a)
31.2	Certifications of the Principal Financial Officer furnished pursuant to Rule 13a-14(a) or Rule 15d-14(a)
32	Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Exhibits and schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of an omitted exhibit or schedule to the SEC upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Umami Sustainable Seafood Inc.
Date:	May 15, 2012	/s/ Oli Valur Steindorsson
		President and
		Chief Executive Officer
		/s/ Tim Fitzpatrick
		Chief Financial Officer

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EX-2.1

EX-2.2

STOCK PURCHASE AGREEMENT

BY AND AMONG

VILHELM GUDMUNDSSON

ROBERT GUDFINNSSON

CORPOSA, S.A. DE C.V.

HOLSHYRNA ehf

BAJA AQUA-FARMS, S.A. DE C.V.

OCEANIC ENTERPRISES INC.

AND

LIONS GATE LIGHTING CORP.

EFFECTIVE AS OF

July 20, 2010

STOCK PURCHASE AGREEMENT

TABLE OF CONTENTS

EXHIBITS
Option Agreement
DISCLOSURE SCHEDULES
Section 3.3 Ownership of Shares	9
Section 3.4 Litigation	9
Section 3.10 Organizational Matters	10
Section 3.11 Capitalization	10
Section 3.12 Subsidiaries	11
Section 3.15 Financial Statements; Absence of Undisclosed Liabilities; Indebtedness	11
Section 3.16 Tax matters	11
Section 3.17 Absence of Certain Changes	12
Section 3.18 Assets	13
Section 3.19 Bank Accounts	14
Section 3.21 Licenses and Permits	15
Section 3.22 Material Contracts	15
Section 3.23 (d) List of names, positions and current salary of directors, officers and employees of the Company	16
Section 3.24 Employee benefit plan	16
Section 3.25 Environmental Matters	16
Section 3.26 List of Proprietary Rights	17
Section 3.28 Inventories	17
Section 3.29 Insurances	17
Section 3.31 Accounts receivable	18
Section 3.32 Certain interests	18
Section 6.3 List of Consents and Approvals (buyers’ obligations)	21
Section 7.4 List of Consents and Approvals (sellers’ obligations)	22

2

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is effective as of July 20, 2010, by and among Corposa, S.A. de C.V., a Mexican corporation (“Corposa”), Marpesca, S.A. de C.V., a Mexican corporation (“Marpesca”), Holshyrna ehf, an Icelandic corporation (“Holshyrna,” and together with Corposa, the “Shareholders”), Vilhelm Mar Gudmundsson (“Gudmundsson”), Robert Gudfinnsson (“Gudfinnsson” and together with Gudmundsson, the “Directors”), Baja Aqua Farms, S.A. de C.V., a Mexican corporation (the “Company”), Oceanic Enterprises, Inc., a California Corporation (“Oceanic”), and Lions Gate Lighting Corp., a Nevada corporation (the “Buyer”).  The Shareholders, the Company, Oceanic and the Directors are herein sometimes collectively referred to as the “Selling Parties.”

RECITALS

A. The total issued and outstanding capital stock of the Company consists of 191,301,125 common shares without par value, as follows:

Shareholder	Shares Series “A” Fixed Capital Stock		Shares Series “B” Variable Capital Stock		Shares Series “C” Variable Capital Stock		Total Shares
Corposa, S.A. de C.V.		-0-		594,338		133,131,887		133,726,225
Holshyrna ehf		3,199		254,966		57,312,559		57,570,724
Marpesca, S.A. de C.V.		1		1		224		226
Robert Brian Van Riter		200		16		3,734		3,950
Total		3,400		849,321		190,448,404		191,301,125

B. The capital stock of the company has a value of $420,841,916.00 Pesos comprised as follows: (i) $170,000.00 Pesos corresponds to the fixed portion of the capital stock, and (ii) $420,671,916.00 Pesos corresponds to the variable portion of the capital stock of the Company.

C. Corposa is the sole registered and beneficial owner of 594,338 Series “B” shares and 133,131,887 Series “C” shares without par value of the issued and outstanding variable portion of the capital stock of the Company.

D. Holshyrna is the sole registered and beneficial owner of 3,199 Series “A” shares, 254,966 Series “B” shares and 57,312,559 Series “C” shares without par value of the issued and outstanding fixed portion of the capital stock of the Company.

E. Marpesca is the sole registered and beneficial owner of 1 Series “A” share without par value of the issued and outstanding fixed portion of the capital stock of the Company and 225 Series “B” and Series “C” shares without par value of the outstanding variable portion of the capital stock of the Company.

F. The shares owned by Corposa, Marpesca and Holshyrna collectively represent 99.99% of the issued and outstanding shares of common stock of the Company (the “Common Stock”).

G. Holshyrna owns 10,000 shares of common stock, representing 100% of the issued and outstanding capital stock of Oceanic.

H. Buyer desires to acquire initially shares of the Company and Oceanic representing 33% of the issued and outstanding capital stock of the Company and Oceanic, respectively.

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I. Buyer desires to have the option and the Company is willing to grant to the Buyer the option to purchase an additional 67% of the shares in the Company.

J. Buyer desires to have the option and Holshyrna is willing to grant to the Buyer the option to purchase all remaining issued and outstanding shares of Oceanic.

NOW THEREFORE, in consideration of the Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the terms below shall have the following meanings.

“Affiliate” of any Person shall mean another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

“Agreement” shall mean this Stock Purchase Agreement, as the same shall be amended and/or restated from time to time in accordance with its terms.

“Ancillary Purchase Agreement” means the purchase agreement entered into between Buyer and the Selling Parties relating to the purchase and sale of shares of the Company not covered by this Agreement or the Option Agreement.

“Audited Financial Statements” shall mean the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2008 and 2009 and the related statements of income and cash flow for the years then ended, prepared in accordance with GAAP.

“Business” shall mean the catching, farming and trading of Pacific Bluefin Tuna and all activities related thereto.

“Business Day” shall mean any day other than Saturday, Sunday or any day on which the NYSE is authorized to be closed.

“Buyer Indemnified Party” shall have the meaning specified in Section 8.2(a) of this Agreement.

 “Closing” shall mean the execution and delivery of this Agreement, together with the other Transaction Documents, which shall be effective as of the Closing Date.

“Company Shares” shall mean 296,367 Series “B” common shares subscribed to by Buyer and to be issued by the Company no later than the Issuance Date, representing 33% of the then issued and outstanding capital stock of the Company, in accordance with a duly authorized increase in the capital stock of the Company.

“Contracts” means, in respect of any Person, all loan agreements, indentures, letters of credit (including related letter of credit applications and reimbursement obligations), mortgages, security agreements, pledge agreements, deeds of trust, bonds, notes, guarantees, surety obligations, warranties, licenses, franchises, permits, powers of attorney, purchase orders, leases, employment agreements, confidentiality agreements, intellectual property assignment agreements, and other agreements, contracts, instruments, obligations, commitments, arrangements and understandings, whether written or oral, to which such Person is a party or by which such Person or any of its properties or assets is bound or affected, in each case as amended, supplemented, restated, waived or otherwise modified and including all exhibits, schedules or other attachments thereto.

“Copyrights” shall mean copyrights in both published and unpublished works, including without limitation all compilations, databases and computer programs, manuals and other documentation and all copyright registrations and applications.

“Disclosure Schedule” shall mean the Disclosure Schedule, dated the date of this Agreement, delivered by Shareholder to Buyer contemporaneously with the execution and delivery of this Agreement.

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“Dollar” means legal the currency of the United States of America.

“Encumbrance” shall mean any mortgage, pledge, Lien, conditional sale agreement, security title or other encumbrance.

“Environmental Laws” shall mean all Laws relating to public health and safety and pollution or protection of the environment, including Laws relating to the presence, use, manufacturing, refining, production, emissions, discharges, generation, handling, transportation, treatment, recycling, transfer, storage, disposal, distribution, importing, labeling, testing, processing, Release or threatened Release, control, or other action or failure to act involving cleanup of any Hazardous Substances into the environment.

“External Permit Holders”, means Marpesca, and Rancho Marino Guadalupe, S.A. de C.V., each a Mexican corporation holding fishing permit number 10203078384, CA-025/94 and CA/DGOPA-09/2002, respectively, and which are currently used and exploited by the Company with the consent of such corporations as set forth in Section 3.21 of the Disclosure Schedule.

“Financial Statements” shall mean collectively (i) the Audited Financial Statements, and (ii) the Interim Financial Statements.

“GAAP” shall mean generally accepted accounting principles consistently applied in the United States and Mexico.

“Governmental Authority” shall mean any government or political subdivision, whether federal, state, local or foreign, or any agency or instrumentality of any such government or political subdivision, or any federal, state, local or foreign court or arbitrator.

“Hazardous Substances” shall mean any substance, pollutant, contaminant, material, or waste, or combination thereof, whether solid, liquid, or gaseous in nature, defined or subject to regulation, investigation, control, or remediation under Environmental Laws.

“Indebtedness” shall mean, as to any Person, without duplication, (a) all obligations of such Person for borrowed money (including, without limitation, reimbursement and all other obligations with respect to surety bonds, letters of credit and banker’s acceptances, whether or not matured, and any inter-company debt obligations), (b) all obligations of such Person to pay the deferred purchase price of property or services, (c) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person under leases which have been or should be, in accordance with GAAP, recorded as capital leases, and (f) any guarantees made by such Person of any Indebtedness of any other Person described in clauses (a) through (e).

“Interim Financial Statements” means the consolidated balance sheets and Income Statements of the Company and its Subsidiaries as of March 31, 2010, prepared in accordance with GAAP, except that such financial statements shall not be accompanied by footnotes.

“Issuance Date” means the date the Company Shares are issued to the Buyer which shall be no later than August 30, 2010.

“Knowledge” shall mean the knowledge that a Person will be deemed to have of a particular fact or other matter if such Person is actually aware of such fact or other matter.  References to “the Company’s knowledge” or words to that effect shall mean the Knowledge of any representatives of the Directors or Shareholders representatives.

“Law” shall mean any federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code, or order.

“Leased Real Property” shall have the meaning specified in Section 3.18(c) of this Agreement.

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“Lease” or “Leases” shall have the meaning specified in Section 3.18(c) of this Agreement.

“Lien” shall mean any mortgage, pledge, hypothecation, lien (statutory or otherwise including judgment and mechanics’ liens), preference, security interest, security agreement, easement, restriction or other similar encumbrance.

“Losses” shall mean damages, liabilities, deficiencies, claims, actions, demands, judgments, interest, losses, costs or expenses of whatever kind, including reasonable attorneys’ fees.

“Marks” shall mean all trade names, logos, slogans, Internet domain names, registered and unregistered trademarks and service marks and related registrations and applications for registration.

“Marpesca” shall mean Marpesca, S.A. de C.V., the Company’s 49% subsidiary.

“Material Adverse Effect” shall mean for purposes of this Agreement, with respect to the Selling Parties, any breach of a representation or warranty hereunder or a covenant to be performed by the Selling Parties, the effect of which may be to (a) impede or impair the operation of the Business in the ordinary course consistent with past practices or (b) cause the Company and/or any Subsidiary to pay or become liable to pay more than $10,000.00 Dollars to remedy any single such event, violation, breach, default or termination (as the case may be) or more than $100,000.00 Dollars in the aggregate for all such events, violations, breaches, or defaults or terminations (as the case may be).

“Material Contracts” shall have the meaning specified in Section 3.22(a) of this Agreement.

“Mexico” shall mean the United Mexican States.

“Option” means the option to purchase an additional 67% of the shares in the Company and Oceanic, thereby making Buyer the sole shareholder of the Company; it being understood that a third unrelated party holds and upon completion of the transaction contemplated hereunder will continue to hold 200 Series “A” Common Stock shares, 16 Series “B” shares of Common Stock and 3,734 Series “C” shares of Common Stock of the Company, representing in the aggregate 0.016% of the issued and capital stock of the Company.

“Option Agreement” shall mean the agreement in the form of Exhibit A, granting Buyer the Option, which agreement shall include the right to have the shares to be issued thereunder to be registered under the United States Securities Act of 1933, as amended.

“Option Payment Assignment” means the assignment to Corposa by the Company of its right to receive LGLC Common Stock (as such term is defined in the Option Agreement) as consideration for the exercise of the Option.

“Patents” shall mean all patents and patent applications.

“Permitted Encumbrances” shall mean (a) Encumbrances for utilities, current Taxes or assessments or other governmental charges not yet due and payable, (b) mechanics’, carriers’, workers’, repairers’, materialmen’s, warehousemen’s, lessor’s, landlord’s and other similar liens arising or incurred in the ordinary course of business, (c) statutory Encumbrances arising in the ordinary course of business, and (d) the ownership interests of the lessor or licensor of leased assets or licensed Intellectual Property Assets, the terms of the lease agreement or license and Encumbrances on the ownership interests of the lessor or licensor in such leased assets or licensed Intellectual Property Assets.

“Permits” shall mean concessions, licenses, permits, approvals, certificates, notices, waivers, franchises, registrations, filings, accreditations, NOM (Norma Official Mexicana) certifications, authorizations and consents required by any Governmental Authority or Law, or otherwise made available by or under any Governmental Authority of the countries in which the Company carries out all or part of its Business, or pursuant to any Law.

 “Person” shall mean a natural person, corporation, limited liability company, trust, partnership, government entity, agency, labor union, or branch or department thereof, or any other legal entity.

“Pesos” shall mean the legal currency in Mexico.

“Powers of Attorney” means the powers of attorney and other forms of authorization issued by the shareholders of the Company or the Company to authorize individuals to act on behalf of the Company.

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“Purchased Shares” shall mean collectively the shares purchased by the Buyer pursuant to this Agreement and the Option Agreement.

“Released Party” means the Company, Oceanic, their Subsidiaries and each of their individual, joint or mutual, past, present and future representatives, Affiliates, stockholders, officers, directors, controlling persons, subsidiaries, successors and assigns.

“Selling PartyIndemnified Party” shall have the meaning specified in Section 8.3 of this Agreement.

“ Subsidiaries ” shall mean Marpesca, S.A. de C.V.

“Tax” or “Taxes” shall mean any federal, state, local or foreign income, gross receipts, capital gains, franchise, alternative or add-on minimum, estimated, sales, use, goods and services, ad valorem, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, special assessment, personal property, capital stock, social security, unemployment, employment, disability, payroll, license, employee or other withholding, contributions or other tax, of any kind whatsoever, including any interest, update ( actualization ) penalties or additions to tax or additional amounts in respect of the foregoing, as well as any social security, housing, and retirement quotas or contributions including, without limitation, the National Workers Housing Fund (Instituto del Fondo Nacional de la Vivienda para los Trabajadores), the IMSS, and retirement savings fund (Sistema de Ahorro para el Retiro) contributions, compulsory profit sharing with employees (Participacion de los Trabajadores en las Utilidades), imposed by any governmental entity (national, local, municipal or otherwise) or political subdivision in Mexico and in any other country in which the Company carries out its Business or with respect to which the Company might be subject to Taxes.

“Tax Returns” shall mean returns, declarations, reports, claims for refund, information returns or other documents (including any related or supporting schedules, statements or information) filed or required to be filed with respect to Taxes.

“Third Party Claim” shall mean a legal proceeding, action, claim or demand instituted by any third person or Governmental Authority.

“Third Party Rights” shall have the meaning specified in Section 3.26(b)(iii) of this Agreement.

“Trade Secrets” shall mean rights under applicable U.S. state trade secret laws as are applicable to know-how and confidential information.

“Transaction Documents” means this Agreement, the Option Agreement, the Ancillary Purchase Agreements, the Option Payment Assignment and any other documents required by the parties hereto to perform their obligations hereunder.

ARTICLE II

PURCHASE AND SALE; CLOSING; PURCHASE PRICE

2.1            Recapitalization of Company; Waiver.

(a)  On the Issuance Date the Company shall issue to the Buyer the Company Shares thereby making the Buyer the owner of 33% of the issued and outstanding share capital of the Company.  Following such issuance, the total issued and outstanding capital stock of the Company will consist of 898,080 common shares without par value, as follows:

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Shareholder	Shares Series “A” Fixed Capital Stock		Shares Series “B” Variable Capital Stock		Shares Series “C” Variable Capital Stock		Total  Shares
Corposa, S.A. de C.V.		-0-		594,338		-0-		594,338
Holshyrna ehf		3,199		-0-		-0-		3,199
Marpesca, S.A. de C.V.		1		1		224		226
Lions Gate Lighting		-0-		296,367		-0-		296,367
Robert Brian Van Riter		200		16		3,734		3,950
Total		3,400		890,722		3,958		898,080

(b)  Each Shareholder hereby irrevocably and absolutely waives any right of first refusal or any other right it may have to subscribe to the Company Shares pursuant to the Bylaws of the Company or pursuant to any other agreement or instrument.

2.2            Purchase and Sale ofOceanic Shares.  As a material inducement to the Buyer to enter into this Agreement, at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, Holshyrna agrees to sell to Buyer 3,300 shares of Oceanic stock (the “Oceanic Shares,” together with the Company Shares, the “Purchased Shares” ), and Buyer agrees to purchase and accept from Holshyrna, the Oceanic Shares.

2.3            The Closing. The Closing shall take place on the date of execution of this Agreement, or at such other date as may be agreed upon by the Parties hereto (the “Closing Date”).

2.4            Purchase Price Consideration.  The total amount of consideration to be paid by the Buyer to the Company in the aggregate for the Company Shares and to Holshyrna for the Oceanic Shares shall be an amount of Eight Million Dollars ($8,000,000), which shall be credited or payable as follows:

(a) The Buyer and certain affiliated parties (the “Advancing Parties”) have previously advanced an aggregate of Five Million Three Hundred Thousand Dollars ($5,300,000) (the “Advanced Funds”) to the Company.  On the Closing Date, the Buyer will wire to the Company an amount of Three Hundred Seventy Thousand Dollars ($370,000) as a “Capital Contribution” and the Buyer will cause the Advancing Parties to convert the Advanced Funds into a “Capital Contribution” in payment partial payment of the Company Shares;

(b) On the Closing Date the Buyer will pay Three Hundred Thirty Thousand ($330,000) to Holshyrna by wire transfer in payment of the Oceanic Shares; and

(c) On July 31, 2010, the Buyer will pay Two Million Dollars ($2,000,000) by wire transfer as a “Capital Contribution” to complete the payment of the Company Shares.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES

The Selling Parties, jointly and severally, make the following representations and warranties to the Buyer all of which will be true and correct as of the Closing Date.

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3.1 Power

(a) Each Selling Party possesses all requisite capacity under applicable law in order to execute, deliver and perform fully the terms of this Agreement and the other documents and instruments to be executed and delivered by or on behalf of the Selling Party pursuant to this Agreement and to carry out the transactions contemplated hereby and thereby and to perform his or its obligations hereunder and thereunder.

(b) Neither the execution and delivery by any Selling Party of this Agreement and the other agreements, documents and instruments contemplated hereby, nor the consummation by any Selling Party of the transactions contemplated hereby and thereby in accordance with the terms hereof and thereof, and compliance by any Selling Party with any of the provisions hereof or thereof, do not and will not (i) violate, or conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancellation or acceleration of or loss of any material benefit under any of the terms, conditions or provisions of any Contract to which any Selling Party is a party, or by which such Selling Party or any of its properties is bound, except, in each case, as would not have a Material Adverse Effect on the ability of such Selling Party to perform its obligations under this Agreement, or result in the creation of any Encumbrance in or upon any of the Purchased Shares.

3.2 Issuance of Company Shares.  The Company Shares are duly authorized and, when issued and paid for in accordance with the provisions hereof, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by the Company.

3.3  Ownership ofShares.  Corposa, Marpesca and Holshyrna own of record that number of the shares of Common Stock set forth on Section 3.3 of the Disclosure Schedule as being owned by Corposa, Marpesca and Holshyrna. Each Selling Party has full power, right and authority to transfer to Buyer the shares subject to the Ancillary Purchase Agreement.  Except for this Agreement, there are no other options, warrants, equity securities, calls, rights, commitments or agreements of any character to which either Shareholder is a party or by which either Shareholder is bound obligating it to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the Company or its Subsidiary. There are no irrevocable proxies, voting trusts and no agreements or understandings to which either Shareholder is a party with respect to the voting of any of the Return Shares or which restrict the transfer of any such shares or securities.

3.4  Litigation.   Except as set forth on Section 3.4 of the Disclosure Schedule, no Selling Party is involved or a party (either as plaintiff or defendant) in any litigation, suit, legal action, arbitration, or other legal or administrative proceeding or investigation before any Governmental Authority pending nor, (a) is any litigation, suit, legal action, arbitration, or other legal or administrative proceeding or investigation before any Governmental Authority pending or (b) to the Selling Parties’ Knowledge, has any litigation, suit, legal action, arbitration, or other legal or administrative proceeding or investigation before any Governmental Authority been threatened in writing against any Selling Party which (i) affects the Company or Oceanic, any of their Subsidiaries or their respective businesses, properties or assets, (ii) questions the validity of this Agreement or any other documents or instruments to be executed and delivered by any Selling Party pursuant hereto, or the right of any Selling Party to enter into this Agreement or any such other documents or instruments, or to consummate the transactions contemplated hereby or thereby, or (iii) if adversely determined, would be likely to have a Material Adverse Effect on the ability of any Selling Party to perform their respective obligations under this Agreement or any such other documents or instruments.  To the Selling Parties’ Knowledge, there is no fact or facts existing which would be reasonably expected to result in, nor is there any basis for, any such action, suit, arbitration, or other proceeding or investigation.  No Selling Party is a party to or subject to any order, writ, injunction, decree, judgment or other restriction of any Governmental Authority which would be reasonably likely to prevent or materially delay any Selling Party ability to enter into this Agreement or any other documents or instruments to be executed and delivered pursuant hereto or consummate the transactions contemplated hereby or thereby.

3.5  Enforceability. This Agreement constitutes, and when executed and delivered, the other documents and instruments required to be executed and delivered by the Selling Parties pursuant hereto will constitute, the valid and binding agreements of the Selling Parties enforceable against any Selling Party in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, and by general equitable principles.

3.6  No Violation. The execution, delivery and performance of this Agreement by the Selling Parties and all of the documents required hereby by the Selling Parties do not violate or conflict with any contract or agreement binding on any Selling Party, or to the Selling Parties’ Knowledge, any Law.

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3.7  No Acquisitions. Except for this Agreement, none of the Selling Parties are party to or bound by any Contract with respect to a purchase, sale or share exchange regarding the Purchased Shares.

3.8  Brokerage.  No Selling Party has employed any other broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement.

3.9  Third Party Consents. No material approval, authorization, notice, consent or other action by or filing with any Person is required for any Selling Parties’ execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

3.10  Organizational Matters.

(a) Each of the Company and Oceanic and each of their respective Subsidiaries are companies validly existing and in good standing (or its equivalent) under the Laws of its jurisdiction of incorporation as set forth on Section 3.10 of the Disclosure Schedule. The Company and each Subsidiary are qualified to conduct business as a foreign corporation, and each is in good standing (or its equivalent), in each jurisdiction where the character of the properties owned or leased by it, or the nature of its respective business, makes such qualification necessary except where the failure to do so would not have a Material Adverse Effect.

(b) Each of the Company and Oceanic and each of their respective Subsidiaries has all requisite corporate power and authority to own, operate and lease its properties and to carry on the business conducted by it as and where such is now being conducted.

(c) True and complete copies of the Articles of Incorporation and Bylaws of the Company, Oceanic and their respective Subsidiaries have been made available to the Buyer.  The minute books of the Company contain complete and accurate records of all material corporate action taken by the Board of Directors and stockholders of the Company.

(d) The officers and directors of the Company, Oceanic and each Subsidiary are set forth in Section 3.10 of the Disclosure Schedule.

(e) Except as set forth in section 3.10 of the Disclosure Schedule there have not been any liabilities, assets or obligations incurred or acquired (as applicable) by these entities other than as reflected on the Financial Statements or a part of ordinary course of business.

3.11 Capitalization.

(a) The authorized capital stock of the Company and of Oceanic is set forth on Section 3.11 of the Disclosure Schedule.  The purchased Shares represent 33% of the issued and outstanding shares of the capital stock of the Company and of Oceanic, respectively.  Except of set forth on section 3.12 of the disclosure schedules, all of the issued and outstanding capital stock of each Subsidiary is owned by the Company.  All of the outstanding shares of the capital stock of the Company, Oceanic and each of their respective Subsidiaries have been duly authorized and validly issued, and are fully paid and nonassessable.  No shares of capital stock of, or other ownership interest in, the Company, Oceanic or their respective Subsidiaries are reserved for issuance and, except for this Agreement, there are no outstanding options, warrants, rights, subscriptions, claims of any character, agreements or understandings relating to the capital stock of the Company, Oceanic and/or its Subsidiary pursuant to which the Company, Oceanic and/or any of their respective Subsidiaries is or may become obligated to issue or exchange any shares of its capital stock.

 (b) There are no outstanding contractual obligations of the Company or Oceanic to repurchase, redeem or otherwise acquire any shares of capital stock, other equity interests or any other securities of the Company or Oceanic.

(c) The stock register of each of the Company and Oceanic accurately records: (i) the name and address of each Person owning shares of stock of the Company and Oceanic and (ii) the certificate number of each certificate evidencing shares of capital stock issued by Company, the number of shares evidenced by each such certificate, the class of such shares, the date of issuance thereof and, in the case of cancellation, the date of cancellation.

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(d) Upon consummation of the transactions contemplated by this Agreement and the issuance of the Company Stock in the name of Buyer, and the transfer of the Oceanic Stock to Buyer, respectively, Buyer will own the Purchased Shares free and clear of all Encumbrances.

3.12  Subsidiary. The Company’s and Oceanic’s Subsidiaries are listed in Section 3.12 of the Disclosure Schedule and includes the name of the Subsidiary and type of entity.  Except as set forth on Section 3.12 of the Disclosure Schedule, the Company owns directly or indirectly all of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries.  Neither the Company nor any Subsidiary owns, directly or indirectly, of record or beneficially, any capital stock, equity, or other ownership interest in any other Person or any right (contingent or otherwise) to acquire the same.  Neither the Company nor any Subsidiary is a member of (nor is any part of the Business conducted through) any partnership nor is the Company nor any Subsidiary a participant in any joint venture or similar arrangement.

3.13 No Violation.   Except as set forth in section 3.13 of the Disclosure Schedule, the execution and delivery of this Agreement by any of the Selling Parties and the consummation by them of the transactions contemplated hereby will not cause a material breach, violation of or default under any provision of (a) the Articles of Incorporation or Bylaws of the Company and/or any Subsidiary; (b) any Material Contract to which the Company and/or any Subsidiary is a party or by which the Company and/or any Subsidiary is bound; or (c) any Law.

3.14 No Conflicts; Third Party Consents.  Except as set forth in section 3.14 of the Disclosure Schedule The execution and delivery by the Selling Parties of this Agreement and the documents and instruments to be executed and delivered pursuant hereto by the Selling Parties, and the consummation by the Selling Parties of the transactions contemplated hereby in accordance with the terms hereof and thereof, do not and will not (a) violate, conflict with or result in a default (with or without the giving of notice, lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of or loss of any material benefit under, or result in the creation of any Encumbrance (except for Permitted Encumbrances) in or upon any of the properties or assets of the Company and/or any of its Subsidiaries under (i) any Material Contract, permit, license, or authorization to which the Company and/or any Subsidiary is a party or by which the Company’s or any Subsidiary’s assets are bound, (ii) any provision of the Company’s Articles of Incorporation or Bylaws; (b) violate or result in a violation of, or constitute a default (whether after the giving of notice, lapse of time or both) under, any applicable Law (c) require from the Company and/or its Subsidiary any notice to, declaration or filing with, or consent or approval of any Governmental Authority or other third party.

3.15  Financial Statements; Absence of Undisclosed Liabilities; Indebtedness.

(a) Section 3.15 of the Disclosure Schedule contains complete and accurate copies of the Financial Statements and the Interim Financials.  All of the Financial Statements (i) have been prepared in accordance with the books and records regularly maintained by the Company and its Subsidiaries; (ii) fairly present in all material respects the assets, liabilities, financial condition and results of operation of the Company and its Subsidiaries; and (iii) were prepared in accordance with GAAP and, consistently applied throughout the periods involved and fairly present the financial position of the Company and the Subsidiaries as of the dates indicated and the results of the Company’s and its Subsidiaries’ operations and cash flows for the periods then ended.  Except for those listed on Section 3.15 of the Disclosure Schedule, the Company has no outstanding Indebtedness to the Selling Parties, and no Selling Party has any outstanding Indebtedness to the Company, Oceanic or their respective Subsidiaries.

          (b) The books of account and other financial records of the Company and its Subsidiaries: (i) reflect all items of income and expense and all assets and liabilities required to be reflected therein in accordance with GAAP consistently applied, and (ii) are complete and correct, and do not contain or reflect any inaccuracies or discrepancies.

(c) Section 3.15 of the Disclosure Schedule sets forth a true, complete and correct list of all Indebtedness owed by the Company or the Subsidiary to any Person, which Indebtedness as of March 31, 2010 did not exceed $4,000,000 Dollars in interest bearing debt and $1,000,000 Dollars in non-interest bearing debt.

(d) Buyer has conducted a due diligence of the Company and the Shareholders and Company have provided to Buyer all information and documents to conduct such due diligence.

3.16  Tax Matters.   Except as set forth on Section 3.16 of the Disclosure Schedule:

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(i) For all periods open under the applicable statute of limitations, the Company, Oceanic and each of their respective Subsidiaries have filed all Tax Returns which are required to be filed by them and all such Tax Returns have been prepared in compliance with all applicable Laws and are true, complete and accurate in all respects;

(ii) All Taxes imposed for all periods open under the applicable statute of limitations upon the Company, Oceanic and their respective Subsidiaries or upon any of their assets, income or franchises, whether or not reflected in their respective Tax Returns have been paid or withheld (or are being contested in good faith) or, if not yet due and payable, the Company, Oceanic and each of their respective Subsidiaries have made provisions for such Tax liability;

(iii) There are no outstanding Tax deficiencies, assessments, liens, or adjustments with respect to the Company, Oceanic and their respective Subsidiaries, and no consent has been given with respect to the Company, Oceanic and their respective Subsidiaries to extend the time in which any Tax may be assessed or collected by any taxing authority; and

(iv) There are no ongoing Tax audits by any taxing authority against the Company, Oceanic and their respective Subsidiaries and no written claim or inquiry has been received by the Company and/or its Subsidiaries from a taxing authority in a jurisdiction where the Company, oceanic and their respective Subsidiaries do not pay Taxes or file Tax returns to the effect that it is or may be subject to Taxes assessed by such jurisdiction.

(v)  The Company has received a favorable opinion from outside tax counsel and advisors in connection to the Tax audits and legal proceedings, which are included in Section 3.16 of the Disclosure Schedule. A copy of the original legal opinion as well as an English translation thereof are included in Section 3.16 of the Disclosure Schedule.

3.17 Absence of Certain Changes

(a)  Other than pursuant to this Agreement or as described on Section 3.17 of the Disclosure Schedule, since March 31, 2010 until the date hereof, the (a) Company and each Subsidiary has operated only in the ordinary course of business consistent with past practices and there has been no material change in the condition, assets, or business of the Company and/or any Subsidiary, and, (b) without limiting the generality of the foregoing, the Company and its Subsidiary have not:

(i) suffered any theft, damage, destruction or casualty loss to any material asset or any material portion of its assets (whether or not covered by insurance), or any substantial destruction of its books and records, which has had a Material Adverse Effect;

(ii) incurred any obligation or liability (except liabilities or obligations incurred in the ordinary course of business consistent with past practices or reflected on Schedule 3.17);

(iii) discharged or satisfied any Encumbrance, or paid any obligation or liability;

(iv) mortgaged, pledged, or subjected to Encumbrances (except for Permitted Encumbrances) any of the Company’s or any Subsidiary’s properties or assets;

(v) sold, leased, assigned, transferred, licensed or otherwise disposed of any of the Company’s or any Subsidiary’s properties or assets other than in the ordinary course of business consistent with past practices as further set forth on Schedule 3.17 of the Disclosure Schedule;

(vi) waived any right of material value;

(vii) made or granted any bonus or any wage, salary or compensation increase other than in the ordinary course of business to any employee or independent contractor, except as provided by any Contract, the terms of which have been disclosed in Section 3.17 of the Disclosure Schedule, or made any bonus, percentage of compensation or other like benefit accruing to or for the credit of any such directors, officers, employees, consultants or agents of the Company and/or any Subsidiary;

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(viii) terminated or received any notice of termination of any Material Contract, or any lease, trademark, patent, patent application, copyright or trade name protection;

(ix) suffered any taking or seizure of all or any part of the Company’s or any Subsidiary’s properties or assets by condemnation or eminent domain;

(x) experienced any material change in its relations with its vendors, suppliers, lenders, dealers, distributors, customers, employees, consultants or agents;

(xi) acquired any capital stock or other securities of any Person, or otherwise made any loan or advance to or investment in any Person;

(xii) made any capital expenditures or capital additions exceeding $100,000 singly or in the aggregate;

(xiii) Except as set forth on Section 3.17 of the Disclosure Schedule, instituted, settled or agreed to settle any litigation, action or proceeding before any Governmental Authority affecting the Company’s or any Subsidiary’s financial condition, the Company’s or any Subsidiary’s property or the respective business operations of the Company and/or any Subsidiary (as applicable) involving a claim in excess of $100,000;

(xiv) made any purchase commitment in excess of normal, ordinary and usual requirements, or made any material change in its selling, pricing, or personnel practices other than in the ordinary course of business consistent with past practices;

(xv) made any change in accounting principles or methods, or in the manner of keeping books, accounts and records of the Company which is, or may be, inconsistent with the principles or methodology by which the Financial Statements have been prepared;

(xvi) entered into any Contract, except in the ordinary course of business consistent with past practices;

(xvii) Except as set forth on Section 3.17 of the Disclosure Schedule, changed the authorized capital stock of the Company, redeemed any capital stock of the Company, issued, sold or otherwise disposed of any capital stock of the Company or any option to acquire capital stock of the Company, or any securities convertible into or exchangeable for capital stock of the Company, increased its Indebtedness, or made any declaration or payment of any dividend or any other distribution (whether in cash, stock or property) in respect of its capital stock;

(xvii) except in the ordinary course of business such as Value Added Tax claims and filings, made any election with respect to Tax, filed any amended Tax Return, enter into any closing agreement, settled any Tax claim or assessment relating to the Company, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company and/or any Subsidiary, or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date; or

(xviii) entered into any Contract or made any commitment to do any of the foregoing things.

3.18  Assets.

(a) Each of the Company, Oceanic and their respective Subsidiaries have good and marketable title to all of its assets, rights and properties free and clear of all Liens except (i) those listed on Section 3.18 of the Disclosure Schedule; (ii) Liens for taxes, charges or assessments not yet due or which are being contested in good faith by appropriate proceedings; (iii) statutory and contractual Liens granted to any landlord, lessor, licensor, materialman, mechanic, carrier, or repairer and similar Liens granted in the ordinary course of business; (iv) Liens reflected in the Financial Statements; (v) zoning, entitlement, building and other land use and similar Laws and any agreements entered into with respect to the same; (vi) easements, covenants, rights of way, conditions, restrictions and other similar matters of record; and (vii) other defects in title, if any, that do not materially affect the operations of the Business.

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(b) Section 3.18 of the Disclosure Schedule contains a complete and accurate list of all the Real Property.  Except as listed on Section 3.18 of the Disclosure Schedule, neither the Company nor any Subsidiary has received, in the last two years, any written notice of any (i) order requiring repair, alteration, or correction of any existing condition affecting any Real Property or the systems or improvements thereat, or (ii) structural, mechanical, or other defects of material significance affecting any Real Property or the systems or improvements thereat. Neither the whole nor any portion of the Real Property has been condemned, requisitioned or otherwise taken by any public authority, no written notice of such condemnation, requisition or taking has been served upon the Company or any Subsidiary in the past two years and, to the Selling Parties’ Knowledge, no such condemnation, requisition or taking is threatened or contemplated. All water, sewer, gas, electric and telephone utilities are available to the Real Property in a manner that adequately serves the Business as currently conducted.

(c) Section 3.18 of the Disclosure Schedule sets forth a list of all real property leased by the Company and Oceanic (the “Leased Real Property”). All leases relating to Leased Real Property are identified on Section 3.18 of the Disclosure Schedule (each a “Lease” and collectively, the “Leases”) by the premises covered thereby, the date of lease and all amendments and supplements thereto, the name of the landlord thereunder, and the term of the lease, including the expiration date thereof.  The Leased Real Property and improvements thereon may lawfully be used in connection with the Business.  The Leased Real Property and improvements are in compliance with all applicable laws, rules, regulations and ordinances of all Governmental Authorities including, but not limited to, zoning, building, health, safety and environmental laws; and neither the Company or Oceanic nor any Subsidiary has received any notices of violations with respect thereto. With respect to each Lease listed on Section 3.18 of the Disclosure Schedule, except as provided for to the contrary on Section 3.18 of the Disclosure Schedule:

(i) the Company and Oceanic each has a valid and enforceable leasehold interest in each Leased Real Property free and clear of any Encumbrances other than Permitted Encumbrances;

(ii) each of said Leases has been duly authorized and executed by the Company or Oceanic, as the case may be, is in full force and effect and has not been modified or amended except as identified on Section 3.18 of the Disclosure Schedule;

(iii) each of said Leases affords the Company and Oceanic, as the case may be, peaceful and undisturbed possession of the Leased Real Property covered thereby; and

(iv) neither the Company or Oceanic nor any Subsidiary is in breach or default under any of said Leases, and no event of default or event, occurrence, condition or act (including the transactions contemplated by this Agreement) on the part of the Company or Oceanic, or, to the Company or to the Selling Parties’ Knowledge on the part of the lessor thereunder, has occurred which, with or without notice or lapse of time or the happening of any further event or condition, would constitute such a breach or default or permit termination, modification or acceleration under said Lease or render the lessee liable to incur any expenditure under such Lease.

(d) Except as set forth in Section 3.18 of the Disclosure Schedule, all of the tangible personal property owned by the Company or Oceanic is in possession of the Company or Oceanic, as the case may be, except goods in transit sold in the ordinary course of business.

3.19  Bank Accounts. Section 3.19 of the Disclosure Schedule sets forth the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which the Company, Oceanic and each Subsidiary maintains a safe deposit box, lock box or checking, savings, custodial or other account of any nature, and the type and authorized signatories of each such account.

3.20 [reserved]

3.21  Compliance With Laws.

(a) Laws. The Company, Oceanic and each of their respective Subsidiaries are in compliance with all applicable Laws except where non-compliance would not have a Material Adverse Effect.  Neither the Company or Oceanic nor any Subsidiary has received, in the past two years, any written notice of violation or alleged violation of, any Laws, which remains unresolved.

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(b) Licenses and Permits. Section 3.21 of the Disclosure Schedule contains a complete listing of all material Permits currently held by the Company, Oceanic, and each Subsidiary, as well as the Permits held by the External Permit Holders. Such Permits constitute the Permits required for the conduct of the Business as presently conducted, except where the failure to hold a Permit would not have a Material Adverse Effect.  All such Permits, including without limitation, the fishing permits owned by the External Permit Holders, are in full force and effect and the Company, Oceanic, each Subsidiary and each External Permit Holder are in material compliance with the Permits held by it. The Company is and at all times has been, in compliance with all of the terms and requirements of each Permit identified or required to be identified on such Disclosure Schedule.  No event has occurred or circumstance exists that may (with or without notice or lapse of time) (i) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Permit listed or required to be listed on such Disclosure Schedule, or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Permit listed or required to be listed on such Disclosure Schedule.

3.22  Material Contracts

(a) Except as set forth on Section 3.22 of the Disclosure Schedule, or part of day to day Business of the Company, neither the Company or Oceanic nor any Subsidiary is a party to, nor are any of the Company’s, Oceanic’s or any Subsidiary’s assets bound by, any executory agreements, purchase orders (other than purchase commitments for raw materials and supplies in the ordinary course of business), bailment agreements, equipment leases, commitments, contracts, employment agreements, warranties, guarantees, understandings or other agreement (such agreements, together with any Leases, collectively the “Material Contracts”):

 (i) which involve or may involve a payment, or delivery of assets or services, in excess of $50,000.00 Dollars per year;

(ii) which are of a duration in excess of twelve (12) months from the date of execution thereof;

(iii) to which any direct or indirect stockholder, officer, director or employee of the Company and/or its Subsidiary or any member of such Person’s immediate family, or any business entity in which such Person is a partner, investor, officer or director is a party in any capacity;

(iv) with another Person materially limiting or restricting the ability of the Company and/or any Subsidiary to enter into or engage in any market or line of business;

(v) which relate to the incurrence, assumption, surety or guarantee of any Indebtedness;

(vi) which relates to the sale of any of the assets of the Company and/or any Subsidiary other than in the ordinary course of business consistent with past practices or for the grant to any person of any preferential rights to purchase any of its assets; or

(vii) which creates or evidence an Encumbrance upon any of the Company’s or any Subsidiary’s assets or properties.

(b) True, correct and complete copies of each of the Material Contracts (including all amendments thereto) have been delivered, or made available to Buyer.  Each of the Contracts set forth on Section 3.22 of the Disclosure Schedule is in full force and effect, is the legal, valid and binding obligation of the Company, Oceanic and/or any Subsidiary, enforceable against them in accordance with its terms, except as such enforceability may be limited by general enforceability exceptions, is between the Company and the counterparty named on Section 3.22 of the Disclosure Schedule, has not been amended or modified except as set forth on Section 3.22 of the Disclosure Schedule, and constitutes the entire agreement between the parties thereto with respect to the subject matter thereof.  Neither the Company or Oceanic nor any Subsidiary is and no other party to any of the Material Contracts is in default thereunder, nor is there any fact or circumstance with respect to any of the Material Contracts which upon notice or lapse of time could give rise to a default thereunder.

3.23  Employee Matters.

(a) Except as otherwise would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, the Company, Oceanic and each Subsidiary are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours.

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(b) Except as set forth on Section 3.4 of the Disclosure Schedule, there is no labor dispute, strike, work stoppage, slow-down or lockout, or, to the Selling Parties’ Knowledge, any threat thereof, by or with respect to any employee of the Company, Oceanic or any Subsidiary.

 (d) Section 3.23 of the Disclosure Schedule is a true and complete list of the names, positions and current salary rates of all present directors, officers and employees of the Company, Oceanic and each Subsidiary.  To the Selling Parties’ Knowledge, no officer or “ Key Employee ” (which means, as used herein, any employee whose current annual compensation is $40,000.00 Dollars (or equivalent thereof) or more), of the Company and/or any Subsidiary intends to terminate his or her employment with the Company and/or any Subsidiary, nor does the Company and/or any Subsidiary have any present intention to terminate the employment of any officer or such Key Employee.

3.24  Employee Benefit Plans.

(a) Except as set forth in Section 3.24 of the Disclosure Schedule, neither the Company nor Oceanic sponsors, maintains or contributes to or have any obligation to sponsor, maintain or contribute to, or have any direct or indirect liability, whether contingent or otherwise, with respect to any employee benefit plan (collectively, the “Employee Benefit Plan”).

(b) The Company and Oceanic have made available to Buyer with respect to each Employee Benefit Plan, a true, correct and complete copy (or, to the extent no such copy exists or the Employee Benefit Plan is not in writing, an accurate written description) thereof.

(c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in combination with another event) result in any payment becoming due, or increase the amount of any compensation due, to any current or former officer, director, employee, leased employee, consultant or agent (or their respective beneficiaries) of the Company.

3.25  Environmental Matters . Except as set forth in Section 3.25 of the Disclosure Schedule:

(a) The Company, Oceanic and each Subsidiary have materially complied and are each in material compliance with all applicable Environmental Laws except for any such noncompliance that would not result in a Material Adverse Effect if remediated.

(b) Except as set forth in Section 3.25 of the Disclosure Schedule, neither the Company, Oceanic nor any Subsidiary has received any written claim, complaint, citation, report or other written notice regarding any actual or alleged liabilities or potential liabilities (including any investigatory, remedial or corrective liabilities) or violations, relating to them or its facilities from any governmental entity or other Person arising under applicable Environmental Laws that are, as of the Closing Date, unresolved.

(c) The Company, Oceanic and each Subsidiary have obtained, complied with, and is in compliance with all Permits that are required pursuant to Environmental Laws for the occupation of its facilities and the operation of the Business except where the failure to comply would not result in a Material Adverse Effect. A list of all such Permits is set forth in Section 3.25 of the Disclosure Schedule.  Such Permits are in full force and effect.

(d) Except as set forth in Section 3.25 of the Disclosure Schedule, neither the Company, Oceanic nor any Subsidiary treated, recycled, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or owned or operated any facility or property (and no such property or facility is contaminated by any such substance), in a manner that has given or could reasonably be expected to give rise to any damages, including any damages for response costs, corrective action costs, personal injury, property damage or natural resources damages, pursuant to Environmental Laws.

(f) To the extent they exist in the Company’s files, true and complete copies of all reports, studies, assessments, audits, and similar documents in the possession or control of the Company or Shareholder that address any issues of actual or potential noncompliance in any material respect with, or actual or potential material liability under, any Environmental Laws that may affect the Company have been provided to Buyer.

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(g) Neither the Company, Oceanic nor any Subsidiary has expressly assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other Person relating to environmental matters.

3.26  Proprietary Rights.

(a) Section 3.26 of the Disclosure Schedule contains a complete and accurate list of all (i) Patents, Marks and Copyrights used or held for use by the Company, Oceanic and each of its Subsidiaries for use in connection with the Business and (ii) licenses, sublicenses or other agreements under which the Company and/or any Subsidiary is granted rights by others in any Intellectual Property Assets and licenses, sublicenses or other agreements under which the Company and/or any Subsidiary has granted rights to others in any Company Intellectual Property Assets.

(b) Except as set forth in Section 3.26 of the Disclosure Schedule:

(i) the Company, Oceanic and/or each Subsidiary, as applicable, owns or possesses adequate and enforceable rights to use, without payment to a third party, all of the Company Intellectual Property Assets necessary for the operation of the Business, free and clear of all Encumbrances granted by the Company or such Subsidiary of the Company;

(ii) all Patents, Marks and Copyrights owned by the Company, Oceanic and/or its Subsidiary which are issued by, or registered or the subject of an application filed with the relevant Government Authority anywhere in the world have been duly maintained (including the payment of maintenance fees) and are not expired, cancelled or abandoned, except for such issuances, registrations or applications that the Company, Oceanic and/or any Subsidiary has permitted to expire or allow to be cancelled or abandoned in its reasonable business judgment;

(iii) there are no pending, or, to the Selling Parties’ Knowledge, threatened claims against the Company, Oceanic and/or any Subsidiary alleging that the Company, Oceanic, any Subsidiary or the operation of the Business has infringed upon, misappropriated, or otherwise violated the Intellectual Property Assets of any other Person (“Third Party Rights”);

(iv) the Company, Oceanic or any Subsidiary have not and the operation of the Business does not infringe any Third Party Right; and

(v) there is no infringement by a third party of any of the Company’s Intellectual Property Assets.

3.27  Brokerage. Neither the Company, nor Oceanic nor any Subsidiary nor any officers, directors or employees of the Company, Oceanic and/or any Subsidiary has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement.

3.28  Inventories. The inventories of the Company and its Subsidiary consists of Bluefin tuna, sardines for fish feed and other materials.  According to the Company’s books at March 31, 2010, the Company’s inventory of Bluefin tuna consisted of 964 metric tons.  The valuation at which the inventories of the Company are carried reflects the normal inventory valuation policy of the Company (applied in accordance with GAAP) which states inventory at the lower of cost or net realizable value. Buyer has hired independent divers to determine the estimated inventory of fish.  Section 3.28 of the Disclosure Schedule includes a copy of the statement signed by the Company and Buyer concluding that the inventory is within acceptable discrepancy limits.

3.29  Insurance. Section 3.29 of the Disclosure Schedule sets forth a list of the material insurance policies held by, or for the benefit of, the Company, Oceanic and/or its Subsidiaries as of the date of this Agreement, identifying the type of coverage, the coverage limit, the term thereof, and the annual premiums payable thereon.  Buyer has been furnished with copies of such policies and Buyer may determine if such policies are adequate to insure the risks covered thereby.  Except as set forth in Section 3.29 of the Disclosure Schedule, neither the Company nor any Subsidiary is in default in any material respect under any such policy.

3.30 Machinery and Equipment. Selling Parties warranty that all assets are in working condition, except for normal wear and tear from ordinary course of business. Set forth in section 3.30 of the Disclosure Schedule is a list of all major assets.

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3.31  Accounts Receivable. Except as listed on Section 3.31 of the Disclosure Schedule, the accounts receivable of the Company, Oceanic and its Subsidiaries result from and will result from bona fide sales made by the Company and/or its Subsidiaries in the ordinary course of business consistent with past practices and have been collected in the ordinary course after provision for doubtful accounts and other reserves required by GAAP.  The amounts due, or to become due, in respect of such accounts receivable are not in dispute and there are no, and will not be, any setoffs or counterclaims asserted against any of the accounts receivable of the Company and/or its Subsidiaries.  The accounts receivable of the Company and its Subsidiaries are or will be good and will be collectible, without resort to litigation or extraordinary collection activity, within 120 days after the Closing.

3.32  Certain Interests.

(a) None of the Directors or the spouse of a Principal or any relative of a Principal who resides with, or is a dependent of, such Principal:

(i) has any direct or indirect financial interest in any competitor, supplier or customer of the Company and/or any Subsidiary or the Business;

(ii) owns, directly or indirectly, in whole or in part, or has any other interest in, any tangible or intangible property that the Company and/or any Subsidiary uses or has used in the conduct of the Business or otherwise; or

(iii) has outstanding any Indebtedness to the Company or any Subsidiary.

(b) Except as set forth in Section 3.15 of the Disclosure Schedule, none of Selling Parties has any liability of any nature whatsoever to any officer, director or shareholder of the Company and/or any Subsidiary or to any relative or spouse who resides with, or is a dependent of, any such officer, director or shareholder.

3.33  Business Conduct. The Company has not, directly or indirectly, paid or delivered any fees, commissions or other sums of money or items of property however characterized to any finders, agents, customers, government officials or other parties in any country, which in any manner are related to the Business, or engaged in any practice or activity for business purposes or otherwise, which has been illegal under any Laws of any country or territory having jurisdiction over the Company.

3.34  Internal Controls. The Company and each Subsidiary each 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 Mexican GAAP and US 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.

3.35 Dividends and capital reimbursement. All dividends declared by the shareholders of the Company since its incorporation, whether paid or not, derived from freely distributable profits and were declared in compliance with the Law, the Bylaws of the Company, and the Mexican-GAAP, after duly offsetting all losses suffered in past taxable periods and after duly separating, and reflecting on the books of the Company.  All capital reimbursements resolved by the shareholders of the Company since its incorporation, whether paid or not, have been resolved by validly held shareholders’ meetings in compliance with all the legal requirements, the Bylaws of the Company, and the Mexican-GAAP.  There is no capital reimbursement obligation or declaration of dividend to any Person that remains unpaid.

3.36  Board Meeting. The Board of the Company have conducted extensive interviews with members of the Company’s management team to inquire about any material changes in the affairs of the Company since March 31, 2010.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Shareholder as follows:

4.1 Organization. Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada.  Buyer has all requisite corporate and other power and authority to enter into this Agreement and the other documents and instruments to be executed and delivered by Buyer and to carry out the transactions contemplated hereby and thereby.

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4.2 No Violation. The execution and delivery of this Agreement by Buyer and the consummation by Buyer of the transactions contemplated hereby will not cause a breach or violation of or default or result, with or without the giving of notice or the lapse of time or both, in a default or violation of, any provision of (a) the Certificate of Incorporation or Bylaws of Buyer; (b) any material mortgage, lien, lease, agreement, license, instrument, judgment or decree to which Buyer or any of its properties or assets (real, personal or mixed, tangible or intangible) are bound; or (c) any Law.

4.3 Authority; Validity. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by Buyer pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions or proceedings of Buyer.  No other corporate act or proceeding on the part of Buyer is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by Buyer pursuant hereto or the consummation by Buyer of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by Buyer pursuant hereto will constitute, valid and binding agreements of Buyer, enforceable against Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, and by general equitable principles.

4.4 Brokerage. Neither Buyer nor any of its officers, directors or employees has employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated by this Agreement.

4.5 Third Party Consents. No approval, authorization, notice, consent or other action by or filing with any Person is required for Buyer’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

ARTICLE V

COVENANTS

From and after the date of this Agreement, the Parties shall comply with the following covenants:

5.1 Board Matters.  Commencing on the date hereof until the Option Closing Date (or, if the Option is not exercised, until such time as the Buyer no longer owns 33% of the stock in the Company), (a) the Board of Directors of the Company shall consist of three members, one of which shall be elected by the Buyer no later than the Issuance Date, and (b) without the unanimous consent of the new Board of Directors, the Company shall not:

(i) transfer more than 10% of its total fixed assets;

(ii) enter into any loan, credit or similar agreements, or issue any guarantees outside of the ordinary course of business;

(iii) engage in any acquisitions or enter into any joint venture agreements;

(iv) make investments in any Person outside the ordinary course of business;

(v) take action that may make it difficult in any way for any of the parties hereto to perform their respective obligations under any of the Transaction Documents;

(vi) take any action that will cause the dissolution or liquidation of the Company or will cause it to cease operations;

(vii) merge with any Person; and

(viii) pay any dividend, issue any stock, or repay any loans to any Person, except as specifically permitted herein and listed on Section 5.1 of the Disclosure Schedule or in Section 3.17 of the Disclosure Schedule.

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5.2 Sale of Inventory.  The parties hereto agree to cooperate with each other to sell the Company’s inventory of Bluefin Tuna, whether currently existing or hereafter acquired during the coming fishing season.  At the option of the Buyer, up to Ten Million Dollars ($10,000,000) of the proceeds of such sale will (i) be paid in cash to the Shareholders future capital reimbursements, or (ii) be guaranteed for payment to them on or before September 30, 2010; provided, however, that the Buyer exercises the option granted under the Option Agreement; and provided, further, that if the option is not exercised, Corposa and Holshyrna, in their capacity as Shareholders of the Company, shall take all requisite action to cancel the Resolution and extinguish any binding and legal effect that it may have.

5.3 Financing.  Corposa will secure funding of up to $8,000,000 (Eight Million Dollars) from financial institutions or other financing parties in order to obtain loans or lines of credit to finance the Company’s operations during the coming fishing season, including, if required, the issuance of guarantees and if such loans are not obtained by the Company, Corposa will provide the financing to the Company up to $8,000,000 (Eight Million Dollars).  Buyer agrees to have Corposa released from any related guarantees or cause the Company to pay to Corposa such funding, as the case may be, not later than December 15, 2010. The Company shall guarantee Corposa with a certificate of fish inventory from seasons 2008 and 2009, or other type of guarantees in terms acceptable to Corposa and Buyer.

5.4 Powers of Attorney.  The Shareholders will vote to issue Powers of Attorney authorizing the individuals designated by Buyer and the Shareholders to act on behalf of the Company, effectively immediately following the Closing and no later than August 30th, 2010.

5.5 Authorization and Issuance of Company Shares.  The Company and each of the Shareholders covenant to take all requisite action to authorize an increase in the capital of the Company, including without limitation calling a meeting of the Company’s shareholders, and to ensure that the Company issue the Company Shares to the Buyer no later than the Issuance Date. Buyer shall appoint and authorize a special attorney in fact to appear to the shareholders meeting of the Company issuing the Company Shares.

5.6 Release. Effective as of the Closing, each Selling Party releases and forever discharges each Released Party from any and all claims that such Selling Party now has, have ever had or may hereafter have against the respective Released Party arising contemporaneously with or prior to the Closing Date or on account of or arising out of any matter, cause or event occurring contemporaneously with or prior to the Closing Date.  The foregoing release includes any rights to indemnification or reimbursement from the Company, Oceanic and their Subsidiaries, whether pursuant to its organizational documents, Law, contract or otherwise and whether or not relating to claims pending on, or asserted after, the Closing Date.

5.7  Ancillary Purchase Agreement.  Simultaneously with the exercise by Buyer of the Option Agreement, Buyer, Marpesca, Corposa, and Holshyrna shall execute the Ancillary Purchase Agreement.

5.8 Future shareholders meetings. The Company shall inform Buyer of any shareholder meeting of the Company to be held between the Closing Date and the Issuance Date and Buyer shall appoint and authorize a special attorney in fact to appear to any of such shareholders meetings of the Company, including any shareholder meeting of the Company authorizing a capital reimbursement.

ARTICLE VI

CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS

Each and every obligation of Buyer to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

6.1 Representations and Warranties True on the Closing Date. Each of the representations and warranties made by the Selling Parties in this Agreement shall be true and correct in all respects at and as of the time of the Closing.

6.2 Compliance With Agreement. The Selling Parties shall have in all respects performed and complied with all of the agreements and obligations under this Agreement which are to be performed or complied with by them prior to or on the Closing Date.

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6.3 Consents and Approvals. All approvals, consents and waivers that are listed in Section 6.3 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing.

6.4 Documents to be Delivered by Shareholder. 

(a)           At the Closing, each Shareholder shall have delivered or cause to be delivered to Buyer the following documents, in each case duly executed or otherwise in proper form:

(i)   Option Agreement. Option Agreement signed by the Company and each Shareholder.

(ii)   Option Payment Assignment. Option Payment Assignment signed by Corposa.

(iii)   Oceanic Shares.  Certificates representing the Oceanic Shares.

(iv)   Good Standing Certificates. A good standing certificate (or its equivalent) for each of the Company, Oceanic and each of their respective Subsidiaries from the secretary of state or similar governmental authority of the jurisdiction under the Laws in which it is organized and each jurisdiction where either the Company and/or its Subsidiary is qualified to do business.

(v) Other Documents. Such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

(vi) Performance and Obligations of the Company. The Company shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing including, but not limited to, the Company shall have delivered a certificate of an authorized officer of the Company, dated as of the Closing Date, certifying as to (i) the incumbency of officers of the Company executing documents executed and delivered in connection herewith, (ii) the representations and warranties made herein and (iii) the copies of the Articles of Incorporation and Bylaws of the Company and its Subsidiary, each as in effect from the date of this Agreement until the Closing.

(b)           No later than the Issuance Date, the Shareholders shall deliver or cause the delivery to the Buyer of certificates representing the Company Shares.

6.5  Legal Restraints; Proceedings. No law, injunction, judgment or ruling, enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority shall be in effect enjoining, restraining, preventing or prohibiting the consummation of the transactions contemplated hereby or the documents or instruments delivered pursuant hereto or making such transactions illegal.

ARTICLE VII

CONDITIONS PRECEDENT TO SELLING PARTIES’ OBLIGATIONS

Each and every obligation of the Shareholders to be performed on the Closing Date shall be subject to the satisfaction prior to or at the Closing of the following conditions:

7.1 Representations and Warranties True on the Closing Date.   Each of the representations and warranties made by Buyer in this Agreement shall be true and correct in at and as of the time of the Closing.

7.2 Compliance With Agreement Buyer shall have performed and complied in all respects with its obligations under Section 2.3 hereof and shall have performed and completed with its other agreements and obligations under this Agreement which are to be performed or complied with by it prior to or on the Closing Date.

7.3 Absence of Litigation No action, suit or proceeding shall have been instituted by any Person which seeks to prohibit, restrict or delay consummation of the transaction contemplated herein or any of the conditions to the transactions contemplated herein, or seeks damages as a result of the consummation of the transactions contemplated herein or speaks to the conduct of the business of the Company after the Closing Date.

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7.4 Consents and Approvals. All approvals, consents and waivers that are listed in Section 7.4 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Shareholder at or prior to the Closing.

7.5 Documents to be Delivered by Buyer.  Buyer shall deliver to Shareholder the following documents, in each case duly executed or otherwise in proper form:

          (a) Good Standing Certificate. A good standing certificate (or its equivalent) for Buyer from the secretary of state or similar governmental authority of the jurisdiction under the Laws in which it is organized.

          (b) Other Documents. Such other documents or instruments as Shareholder reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement.

ARTICLE VIII

SURVIVAL; INDEMNIFICATION

8.1 Survival.  Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Selling Parties and the Buyer hereto contained herein shall survive the Closing and shall remain in full force and effect). Neither the period of survival nor the liability of the Selling Parties with respect to the Selling Parties’ representations and warranties shall be reduced by any investigation made at any time by or on behalf of Buyer.

8.2 Indemnification by Selling Parties.

(a) Subject to the other terms and conditions of this Agreement, Selling Parties, jointly and severally, agree to indemnify Buyer and its Affiliates (including following the Closing, the Company and its Subsidiary) and their respective officers, directors, stockholders and each of their respective Affiliates (each a “Buyer Indemnified Party”) against and hold them harmless to the extent of any Losses arising out of or resulting from (i) intentional misrepresentation, illegal conduct or fraud of any of the Selling Parties; and (ii) any breach of any covenant or agreement of the Selling Parties contained herein.  Notwithstanding anything herein to the contrary, no obligation to indemnify shall exist for Losses arising from a breach of any representation or warranty set forth in Sections 3.16 and 3.28 hereof (except for fraud or intentional misrepresentations).

(b) The amount of any Loss subject to indemnification under this Section 8.2 shall be calculated net of (i) any insurance proceeds actually received by Buyer Indemnified Party on account of such Loss, and (ii) any indemnification payments made by any third party.

(c) A Buyer Indemnified Party shall give any Selling Party written notice of any claim, assertion, event or proceeding as to which such Buyer Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, within sixty (60) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises and shall include copies of all correspondence received from any third party in connection with any such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Parties from any of their obligations under this Article VIII except to the extent that the Indemnifying Parties are materially prejudiced by such failure and shall not relieve any Indemnifying Party from any other obligation or Liability that it may have to any Buyer Indemnified Party otherwise than under this Article VIII.

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(d) With respect to any Third Party Claim for which indemnification is sought under Section 8.2, Selling Parties shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at Selling Parties’ expense, provided that such Selling Parties acknowledge on behalf of the Indemnifying Parties in writing their obligation to indemnify Buyer Indemnified Party hereunder against any Losses that may result from such Third Party Claim. If Selling Parties elect to assume the defense of any such claim or proceeding, Selling Parties shall consult with Buyer Indemnified Party for the purpose of allowing Buyer Indemnified Party to participate in such defense.  In the event Selling Parties assume the defense of a Third Party Claim, Selling Parties shall not have the right to settle such claim without the consent of any Buyer Indemnified Party, unless such settlement (i) includes injunctive or other equitable relief imposed against any Buyer Indemnified Party, or (ii) contains an admission of wrongdoing or liability on behalf of any Buyer Indemnified Party or its Affiliates.  Each Buyer Indemnified Party shall, and shall cause the Company and its Subsidiary to, reasonably cooperate with Selling Parties and to provide Selling Parties and their counsel with reasonable access to all records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise reasonably cooperate with Selling Parties in the defense or settlement thereof.  If Selling Parties elect to direct the defense of any such claim or proceeding, Buyer Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless Selling Parties consent in writing to such payment, which consent shall not be unreasonably withheld or delayed.  If Selling Parties fail to defend or if, after commencing or undertaking any such defense, Selling Parties fail to prosecute or withdraw from such defense, Buyer Indemnified Party shall have the right to undertake the defense or settlement thereof. If Buyer Indemnified Party assumes the defense of any such claim or proceeding and proposes to settle such claim or proceeding, then Buyer Indemnified Party shall give Shareholder prompt written notice thereof, and Selling Parties shall have the right to participate in the settlement of such claim or proceeding and to consent thereto or assume or reassume the defense of such claim or proceeding. In all circumstances, Buyer Indemnified Parties shall reasonably cooperate and in good faith with Shareholder with respect to any claims subject to this Article VIII.

(f) With respect to any non-Third Party Claim for indemnification hereunder, if the parties hereto are unable to negotiate a settlement of such claim, then such claim shall be resolved in accordance with Article VIII.

8.3 Indemnification by Buyer.

(a) Subject to the other terms and conditions of this Agreement, Selling Parties and their respective officers, directors, stockholders and each of their respective affiliates (each a “Selling Party Indemnified Party”) shall be held harmless and indemnified by Buyer to the extent of any Losses resulting from (i) the breach of any representation or warranty of Buyer contained herein; or (ii) any breach of any covenant or agreement of Buyer contained herein.

(b) The amount of any Loss subject to indemnification under this Section 8.3 shall be calculated net of (i) any insurance proceeds actually received by the Shareholder Indemnified Party on account of such Loss and (ii) any indemnification payments made by any third party.

(c) A Selling Party Indemnified Party shall give Buyer written notice of any claim, assertion, event or proceeding as to which such Selling Party Indemnified Party has determined has given or would give rise to a right of indemnification under this Agreement, within sixty (60) days of such determination, stating the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises and shall include copies of all correspondence received from any third party in connection with any such claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Parties from any of their obligations under this Article VIII except to the extent that the Indemnifying Parties are materially prejudiced by such failure and shall not relieve any Indemnifying Party from any other obligation or Liability that it may have to any Selling Party Indemnified Party otherwise than under this Article VIII.

(e) With respect to any Third Party Claim for which indemnification is sought under Section 8.3, Buyer shall have the right to direct, through counsel of its own choosing, the defense or settlement of any such claim or proceeding at its own expense, provided, that Buyer acknowledges on behalf of the Indemnifying Parties in writing its obligation to indemnify the Selling Party Indemnified Party hereunder against any Losses that may result from such Third Party Claim. If Buyer elects to assume the defense of any such claim or proceeding, Buyer shall consult with the Selling Party Indemnified Party for the purpose of allowing the Selling Party Indemnified Party to participate in such defense, but in such case the expenses of the Selling Party Indemnified Party shall be paid for by the Selling Party Indemnified Party and shall not be recoverable as part of any indemnification claim. A Selling Party Indemnified Party shall provide Buyer and its counsel with reasonable access to all records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise reasonably cooperate with Buyer in the defense or settlement thereof. If Buyer elects to direct the defense of any such claim or proceeding, the Selling Party Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless Buyer consents in writing to such payment, which consent shall not be unreasonably withheld or delayed. If Buyer fails to defend or if, after commencing or undertaking any such defense, Buyer fails to prosecute or withdraws from such defense, the Selling Party Indemnified Party shall have the right to undertake the defense or settlement thereof.  If the Selling Party Indemnified Party assumes the defense of any such claim or proceeding and proposes to settle such claim or proceeding, then the Selling Party Indemnified Party shall give Buyer prompt written notice thereof, and Buyer shall have the right to participate in the settlement of such claim or proceeding and consent thereto or assume or reassume the defense of such claim or proceeding.

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ARTICLE IX

MISCELLANEOUS

9.1 Further Assurance From time to time, at a Party’s request and without further consideration, the other Parties will execute and deliver to the requesting Party such documents and take such other action as the requesting Party may reasonably request in order to consummate more effectively the transactions contemplated hereby.

9.2 Law Governing Agreement.

(a) All questions concerning the construction, validity, enforcement and interpretation of this Agreement in connection with the Transactions Documents involving the Company and its Subsidiaries shall be governed by and construed and enforced in accordance with the internal laws of Mexico, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Guadalajara, Jalisco, Mexico and all parties hereto expressly waive any other forum or jurisdiction that may apply or correspond to them by virtue of law, their current or future domiciles or due to any other cause.  Each party hereby irrevocably and 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 other manner permitted by law.  If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(b) All questions concerning the construction, validity, enforcement and interpretation of this Agreement in connection with the Transactions Documents involving Oceanic and its Subsidiaries shall be governed by and construed and enforced in accordance with the internal laws of California, United States of America, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in San Diego, California and all parties hereto expressly waive any other forum or jurisdiction that may apply or correspond to them by virtue of law, their current or future domiciles or due to any other cause.  Each party hereby irrevocably and 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 other manner permitted by law.  If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

9.3 Assignment; Amendment and Modification.

(a) Except as expressly permitted by the terms hereof, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned (including by merger or operation of law) by any of the parties hereto without the prior written consent of the other parties; provided, however, that Buyer may assign this Agreement or any of its rights and obligations hereunder to one or more Affiliates of Buyer without the consent of any other party hereto.

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(b) This Agreement may not be amended or modified, nor may compliance with any condition or covenant set forth herein be waived, except by a writing duly and validly executed by Buyer and the Selling Parties, or in the case of a waiver, the party waiving compliance.

9.4 Notice All notices and other communications under this Agreement or any other document executed hereunder must be in writing and shall be (i) transmitted by hand delivery or nationally recognized overnight courier, (ii) mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, or (iii) sent by facsimile, return receipt requested, addressed as follows:

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(a) If to Buyer, to:

Lions Gate Lighting Corp.
405 Lexington Avenue
26 th Floor, Suite 2640
New York, NY 10174
Attention:	Oli Valur Steindorsson
Telephone:	(212) 907-6492
Facsimile:	(917) 368-8005

(with a copy to)

Louis A. Brilleman, Esq.

110 Wall Street, 11 ^th Floor

New York, NY 10005

Facsimile:            212-943-2300

(b) If to Shareholder:

Corposa, S.A. de C.V.

Marpesca, S.A. de C.V.

Holshyrna, ehf

1230 Columbia St, Suite 1100

San Diego, California, 92101

Attention: Vilhelm M. Gudmundsson

Telephone: 619-544-9177

Facsimile: 619-544-9178

(c) If to Company, to:

Baja Aqua-Farms, S.A. de C.V.

1230 Columbia St, Suite 1100

San Diego, California, 92101

Attention: Vilhelm M. Gudmundsson

Telephone: 619-544-9177

Facsimile: 619-544-9178

(with a copy to)

RSM Bogarin, Erhard, Padilla, Álvarez, Martínez, S.C.

Av. Madero 1212 Altos

Col. Nueva

Mexicali, Baja California, México

Attention: Luis Manuel López Urquijo

Telephone: 686-554-0271

Facsimile: 686-554-0271

(d) All such notices and other communications shall be deemed to have been received:

(i) if transmitted by hand delivery, on the day of delivery;

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(ii) if mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, on the third Business Day after mailing;

(iii) if sent prepaid by a nationally recognized overnight delivery service, on the first Business Day after mailing; and

(iv) if sent by facsimile and the transmitting Party receives a transmission receipt dated the day of transmission in the recipient’s jurisdiction, on the day of transmission.

9.5 Expenses. Except as otherwise expressly provided herein, Buyer and the Selling Parties will each pay all of their own fees, costs and expenses (including fees, costs and expenses of legal counsel, investment bankers, accountants, brokers or other representatives and consultants and appraisal fees, costs and expenses) incurred in connection with the preparation, negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

9.6 Entire Agreement; Binding Effect. This Agreement, together with all other Transaction Documents and the Confidentiality Agreement, embodies the entire agreement between the Parties hereto with respect to the transactions contemplated herein, and there have been and are no agreements, representations or warranties between the Parties other than those set forth or provided for herein or executed contemporaneously or in connection herewith. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective legal representatives, successors and permitted assigns.

9.7 No Third Party Beneficiary. This Agreement is not intended to and shall not confer upon any person other than the parties hereto any rights or remedies hereunder.

9.8  Counterparts and Fax and Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all such counterparts shall constitute a single instrument. The parties agree that a fax signature or an electronically transmitted signature of a party hereto shall be deemed to be as legally effective and binding as a signed original; provided, however, any party providing a fax signature hereof shall be required to promptly forward a signed original to any requesting party.

9.9  Headings. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof.

9.10 No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Person by virtue of the authorship of any of the provisions of this Agreement.

9.11 Severability. If any provision of this Agreement, or the application thereof to any Person or circumstance is held invalid or unenforceable, the remainder of this Agreement, and the application of such provision to other Persons or circumstances, shall not be affected thereby, and to such end, the provisions of this Agreement are agreed to be severable.

9.12 No Agreement Until Executed. Irrespective of negotiations among the Parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding among the Parties unless and until this Agreement is executed and delivered by the parties hereto.

9.13 Interpretation. When a reference is made in this Agreement to an Article, Section, Schedule or Exhibit, such reference will be to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms used herein with initial capital letters have the meanings ascribed to them herein and all terms defined in this Agreement will have such defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein, or in any agreement or instrument that is referred to herein, means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

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9.14 Specific Performance. The Parties agree that the Company and its Subsidiary as a going concern constitute unique property and that there would be no adequate remedy at law for the damage which any Party might sustain for the failure of the other to consummate the transaction contemplated by this Agreement. Accordingly, each Party will be entitled, at its option, to the remedy of specific performance to enforce the consummation of the transactions described in this Agreement.

[Signature Page to Follow]

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IN WITNESS WHEREOF , the parties have executed this Agreement as of the date and year first above written.

BAJA AQUA-FARMS, S.A. DE C.V.
By:	/s/ Vilhem Mar Gudmundsson
OCEANIC ENTERPRISES INC.
By:	/s/ Robert Gudfinnsson
CORPOSA S.A. DE C.V.
By:	/s/ Vilhem Mar Gudmundsson
HOLSHYRNA ehf
By:	/s/ Robert Gudfinnsson
/s/ Vilhem Mar Gudmundsson
VILHELM MAR GUDMUNDSSON
/s/ Robert Gudfinnsson
ROBERT GUDFINNSSON
LIONS GATE LIGHTING CORP.
By:	/s/ Oli Valur Steindorsson

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EX-2.3

FIRST AGREEMENT OF AMENDMENTS (the “First Agreement of Amendments”) of the Stock Purchase Agreement (the “SPA”) executed as of July 20, 2010, by and among Corposa, S.A. de C.V., a Mexican corporation (“Corposa”), Marpesca, S.A. de C.V., a Mexican corporation (“Marpesca”), Holshyrna ehf, an Icelandic corporation (“Holshyrna,” and together with Corposa, the “Shareholders”), Vilhelm Mar Gudmundsson (“Gudmundsson”), Robert Gudfinnsson (“Gudfinnsson” and together with Gudmundsson, the “Directors”), Oceanic Enterprises, Inc., a California Corporation (“Oceanic”), Baja Aqua Farms, S.A. de C.V., a Mexican corporation (the “Company” and together with the Shareholders, Oceanic and the Directors, the “Selling Parties”), and Lions Gate Lighting Corp. (currently named “UMAMI SUSTAINABLE SEAFOOD”), a Nevada corporation (the “Buyer”), pursuant to the following recitals and clauses:

RECITALS

WHEREAS, a copy of the executed SPA is attached hereto as Exhibit “A” and the parties to the SPA (the “Parties”) wish to amend such SPA pursuant to the terms of this First Agreement of Amendments.

Hereinafter and for clarity purposes capitalized terms shall have the meaning assigned to them in the SPA except as otherwise expressly provided herein.

NOW AND THEREFORE, the Parties have agreed on the following:

ARTICLES

ARTICLE ONE.Amendments. The Parties agree the following amendments to the SPA:

1.1. As of the date hereof, Section 5.1 of the SPA shall be amended as follows:

“5.1 Board Matters.  Commencing on the date hereof until November 30 ^th , 2010, (a) the Board of Directors of the Company and Oceanic shall consist of three members, and one of such members shall be Oli Valur Steindorsson and (b) without the unanimous consent of the new Board of Directors, the Company shall not:

(i) transfer more than 10% of its total fixed assets;

(ii) enter into any loan, credit or similar agreements, or issue any guarantees outside of the ordinary course of business;

(iii) engage in any acquisitions or enter into any joint venture agreements;

(iv) make investments in any Person outside the ordinary course of business;

(v) take action that may make it difficult in any way for any of the parties hereto to perform their respective obligations under any of the Transaction Documents;

(vi) take any action that will cause the dissolution or liquidation of the Company or will cause it to cease operations;

(vii) merge with any Person; and

(viii) pay any dividend, issue any stock, or repay any loans to any Person, except as specifically permitted herein and listed on Section 5.1 of the Disclosure Schedule or in Section 3.17 of the Disclosure Schedule.”

1.2. In addition to the above amendments to the SPA, the Selling Parties and Buyer agree the following:

(i) Before November 30 ^th , 2010 the Shareholders and Buyer, as current shareholders of the Company, will hold and cause a shareholders’ meeting approving: (a) the reduction of the Company´s capital stock in an amount of three million Dollars (USD$3,000,000) or its equivalent in Mexican pesos at the exchange rate published by the Bank of Mexico in the Official Gazette of the Federation (Diario Oficial de la Federación) the date of the shareholder´s meeting, (b) the reimbursement by the Company of two million Dollars (USD$2,000,000) to Corposa and one million Dollars (USD$1,000,000) to Buyer as a result of the reduction of the capital stock approved, and (c) the cancellation of the shares held by Corposa and Buyer in the Company representing the stock reduced and cancelled.

(ii) Buyer shall cause or guarantee that the Company is financed to meet its payments owed to Corposa and Holshyrna deriving from capital reimbursements resolved by the Company and its Board of Directors, as well as of debts owed by the Company to Corposa and Holshyrna and disclosed to Buyer. To perform the foregoing, Buyer shall also have full access to all unpledged assets of the Company to secure or obtain any funding required pursuant to the cash flow budget of the Company pre-approved by Buyer and Shareholders which will be in force until November 30, 2010.

ARTICLE TWO.Entire Agreement. Except as expressly amended by virtue of this First Agreement of Amendments, the Parties hereby agree that the remaining terms and conditions of the SPA and its exhibits and schedules shall be and remain in full force and effect. The execution of this First Agreement of Amendments implies no performance or extinguishment of the SPA.

ARTICLE THREE.Notices. Any communication between the Parties under this First Agreement of Amendments shall be made pursuant to the terms and conditions of the SPA.

ARTICLE FOUR.  Applicable Law and Jurisdiction.

(a) All questions concerning the construction, validity, enforcement and interpretation of this Agreement in connection with the Transactions Documents involving the Company and its Subsidiaries shall be governed by and construed and enforced in accordance with the internal laws of Mexico, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Guadalajara, Jalisco, Mexico and all parties hereto expressly waive any other forum or jurisdiction that may apply or correspond to them by virtue of law, their current or future domiciles or due to any other cause.  Each party hereby irrevocably and 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 other manner permitted by law.  If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

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(b) All questions concerning the construction, validity, enforcement and interpretation of this Agreement in connection with the Transactions Documents involving Oceanic and its Subsidiaries shall be governed by and construed and enforced in accordance with the internal laws of California, United States of America, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in San Diego, California and all parties hereto expressly waive any other forum or jurisdiction that may apply or correspond to them by virtue of law, their current or future domiciles or due to any other cause.  Each party hereby irrevocably and 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 other manner permitted by law.  If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

[Signature Page to Follow]

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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed and effective as of September 24th, 2010.

BAJA AQUA-FARMS, S.A. DE C.V.
By:			/s/ Vilhem Mar Gudmundsson
OCEANIC ENTERPRISES INC.
By:			/s/ Robert Gudfinnsson
	CORPOSA S.A. DE C.V.
	By:	/s/ Vilhem Mar Gudmundsson
HOLSHYRNA ehf
By:			/s/ Robert Gudfinnsson
/s/ Vilhem Mar Gudmundsson
VILHELM MAR GUDMUNDSSON
/s/ Robert Gudfinnsson
ROBERT GUDFINNSSON
(UMAMI SUSTAINABLE SEAFOOD formerly named “LIONS GATE LIGHTING CORP.”)
By:			/s/ Oli Valur Steindorsson

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EX-2.4

OPTION AGREEMENT

THIS OPTION AGREEMENT (this “Agreement”), dated July 20, 2010, is entered into by and among Baja Aqua-Farms, S.A. de C.V. (the “Company”), Lions Gate Lighting Corp., a Nevada corporation (the “Optionee” or “LGLC”), Corposa, S.A. de C.V. (“Corposa”), Holshyrna, ehf (“Holshyrna”).  This Option Agreement is entered into pursuant to a Stock Purchase Agreement dated July 20, 2010 (the “Purchase Agreement”) among the parties hereto and certain other parties listed on the signature page thereof.  Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Purchase Agreement.

RECITALS

Optionee owns 296,367 shares of Common Stock representing 33% of the issued and outstanding shares of Common Stock of the Company (the “Baja Stock”).

Optionee owns 3,300 shares of Common Stock representing 33% of the issued and outstanding shares of Common Stock of Oceanic (the “Oceanic Stock”).

Holshyrna owns 6,700 shares of Common Stock representing 67% of the issued and outstanding shares of Common Stock of Oceanic Enterprises, Inc, a corporation organized under the laws of California (the “Holshyrna Oceanic Stock”)

The Company hereby wishes to grant to the Optionee the right to purchase and acquire from the Company 24,500,000 Series “B” shares of Common Stock to be issued by the Company on or before October 1, 2010 (the “Company Option Shares”), thereby making Optionee the sole shareholder of the Company; it being understood that a third unrelated party holds and upon completion of the transaction contemplated hereunder will continue to hold 200 Series “A” of Common Stock shares, 16 Series “B” shares of Common Stock and 3,734 Series “C” shares of Preferred Stock of the Company, representing in the aggregate 0.016% of the issued and outstanding capital of the Company.

At the time of exercise of the Call Right, Corposa, and Holshyrna will be the registered and beneficial owners of 594,338 and 3,199 shares of Common Stock in the Company, respectively, which they wish to transfer to the Optionee (the “Transferred Shares”) simultaneously with the exercise of the Call Right (as hereinafter defined) pursuant to the terms of one or more Ancillary Purchase Agreements.

Holshyrna hereby wishes to grant to the Optionee the right to purchase from Holshyrna the Holshyrna Oceanic Stock (the “Oceanic Option Shares”, and together with the Company Options Shares, the “Option Shares”).

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WITNESSETH

NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable consideration, the Parties agree as follows:

1.            Option Exercise; Funding; Consent.

(a)         Commencing on the date hereof and ending on September 15, 2010 at 5.00 p.m. PDT, subject to the terms and conditions set forth in this Agreement, the Optionee shall have the right (the “Call Right”), but not the obligation, upon written notice to the Company and Holshyrna (the “Call Right Notice”), to cause the Company and Holshyrna to sell and/or issue to Optionee the Option Shares for the aggregate Option Price therefor.  As used in this Agreement, the term “Option Price” means an amount equal to US$9,333,000.00 Dollars for the Company Option Shares and US$667,000.00 Dollars for the Oceanic Option Shares.  The Option Price shall be payable by the issuance to the Company of 10,000,000 (Ten Million) shares of common stock of LGLC  (“Company-LGLC Common Stock”) within fifteen days after the issuance of the Call Right Notice.

(b)         Each of Corposa and Holshyrna in its capacity of principal shareholder of the Company and Oceanic Enterprises, Inc. hereby consents to the transactions contemplated under this Agreement and undertakes to take all necessary action and execute and deliver all documents to enable LGLC to acquire the Option Shares upon the exercise of the Call Right.

2.            Transfer of Transferred  Shares.   Simultaneously with the exercise of the Call Right and as a condition to the payment of the Option Price, each of Corposa and Holshyrna will transfer to LGLC all Transferred Shares at a price of US$0.01 per share.

3.            Representations and Warranties of the Company.

(a)          Corporate Organization, Qualification and Power of the Company. The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.  The Company has all requisite corporate power and authority to own, lease and use its assets and properties and to conduct the business in which it is engaged and holds all authorizations, licenses and permits necessary and required therefor.

(b)          Corporate Power and Authority.  The Company has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  The execution, delivery and performance of this Agreement, including without limitation the issuance of the Option Shares, by the Company has been duly authorized by all requisite corporate action, and all required approvals of its stockholders in connection therewith have been received.  This Agreement constitutes the valid and binding obligation of each the Company, enforceable against it in accordance with its terms.

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(c)          No Conflict.   The Company is not a party to, subject to or bound by any note, bond, mortgage, indenture, deed of trust, agreement, lien, contract or other instrument or obligation or any statute, law, rule, regulation, judgment, order, writ, injunction, or decree of any court, administrative or regulatory body, governmental agency, arbitrator, mediator or similar body, franchise or license, which would (i) conflict with or be breached or violated or the obligations thereunder accelerated or increased (whether or not with notice or lapse of time or both) by the execution, delivery or performance by it of this Agreement or (ii) prevent the carrying out of the transactions contemplated hereby.  No waiver or consent of any third person or governmental authority is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.  The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in the creation of any lien, claim, encumbrance, security interest, charge, pledge, or other restriction or adverse claim of whatever nature against the Company or any of its properties or assets.

(d)          Investment Representations. The Company makes the following representations and warranties which shall be true as of the date hereof and as of the date of the date Optionee delivers the Company-LGLC Common Stock to the Company (the “ Closing Date ”):

(i)            The Company recognizes that the purchase of the Company-LGLC Common Stock involves a high degree of risk.  The Company represents that it has carefully reviewed LGLC’s documents filed with the Securities and Exchange Commission (the “ SEC ”).

(ii)           The Company represents that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (as set forth on Schedule A), and that it is able to bear the economic risk of an investment in LGLC Common Stock.  To evidence its status as an accredited investor, the Company agrees to deliver to LGLC (i) a fully completed and executed Accredited Investor Questionnaire (“Questionnaire”) in the form attached hereto as Schedule A and agrees that the representations and warranties set out in each of the Questionnaire, as executed by the Company, will be true and complete on the Closing Date.

(iii)          The Company hereby acknowledges and represents that (a) it has knowledge and experience in business and financial matters, prior investment experience, or it has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by LGLC to the Company to evaluate the merits and risks of such an investment on its behalf; (b) the Company recognizes the highly speculative nature of this investment; and (c) the Company is able to bear the economic risk that it hereby assumes.

(iv)          The Company hereby acknowledges it has received, carefully reviewed and understands this Agreement, and any documents which may have been made available upon request as reflected therein, (collectively referred to as the “Materials”), and hereby represents that it has been furnished by LGLC with all information regarding LGLC, and any additional information that the Company has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of LGLC concerning LGLC.

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(v)           In making the decision to invest in Company-LGLC Common Stock, the Company has relied solely upon the information provided by LGLC.  To the extent necessary, the Company has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of Company-LGLC Common Stock hereunder.  The Company disclaims reliance on any statements made or information provided by any person or entity in the course of its consideration of an investment in Company-LGLC Common Stock other than the Materials.

(vi)          The Company represents that no Company-LGLC Common Stock was offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Company did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising.

(vii)         The Company hereby represents that it, either by reason of its business or financial experience or the business or financial experience of its professional advisors (who are unaffiliated with and not compensated by LGLC or any affiliate or selling agent of LGLC, directly or indirectly), has the capacity to protect its own interests in connection with the transaction contemplated hereby.

(viii)        The Company acknowledges that the transactions contemplated hereunder are intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder.  The Company understands that none of Company-LGLC Common Stock have been registered under the Securities Act or under any state or foreign securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the shares of Company-LGLC Common Stock unless they are registered under the Securities Act and under any applicable state or foreign securities or “blue sky” laws or unless an exemption from such registration is available.

(ix)           The Company understands that the Company-LGLC Common Stock has not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Company’s investment intention.  In connection therewith, the Company hereby represents that it is purchasing the Company-LGLC Common Stock for its own account for investment and not with a view toward the resale or distribution to others.  The Company further represents that it was not formed for the purpose of purchasing the Company-LGLC Common Stock.

(x)           The Company understands that although the Company-LGLC Common Stock is included for quotation in the Pink Sheets, there is no current trading market for the Common Stock and no assurances can be given when, if ever, an active market will develop for the Company-LGLC Common Stock.

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(xi)           The Company agrees that if and to the extent required by an underwriter of Company-LGLC Common Stock in a public offering, the Company will execute a “lock-up” agreement regarding some or all of its Company-LGLC Common Stock thereby agreeing not to sell such securities for a period of time after completion of the public offering whether or not such securities are included in the public offering.

(xii)          The Company consents to the placement of a legend on any certificate or other document evidencing Company-LGLC Common Stock that such securities have not been registered under the Securities Act or any state or foreign securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement.  The Company is aware that LGLC will make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS LGLC HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO LGLC AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

4.            Representations of Corposa and Holshyrna.

(a)          Corporate Organization, Qualification and Power of Corposa and Holshyrna. Each of Corposa and Holshyrna is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.  Each of Corposa and Holshyrna has all requisite corporate power and authority to own, lease and use its assets and properties and to conduct the business in which it is engaged and holds all authorizations, licenses and permits necessary and required therefor.

(b)          Corporate Power and Authority.  Each of Corposa and Holshyrna has full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  The execution, delivery and performance of this Agreement by each of Corposa and Holshyrna have been duly authorized by all requisite corporate action, and all required approvals of its stockholders in connection therewith have been received.  This Agreement constitutes the valid and binding obligation of Corposa and Holshyrna, enforceable against it in accordance with its terms.

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(c)          No Conflict.   None of Corposa or Holshyrna is a party to, subject to or bound by any note, bond, mortgage, indenture, deed of trust, agreement, lien, contract or other instrument or obligation or any statute, law, rule, regulation, judgment, order, writ, injunction, or decree of any court, administrative or regulatory body, governmental agency, arbitrator, mediator or similar body, franchise or license, which would (i) conflict with or be breached or violated or the obligations thereunder accelerated or increased (whether or not with notice or lapse of time or both) by the execution, delivery or performance by it of this Agreement or (ii) prevent the carrying out of the transactions contemplated hereby.  No waiver or consent of any third person or governmental authority is required for the execution of this Agreement or the consummation of the transactions contemplated hereby.  The execution of this Agreement and the consummation of the transactions contemplated hereby will not result in the creation of any lien, claim, encumbrance, security interest, charge, pledge, or other restriction or adverse claim of whatever nature against Corposa or Holshyrna or any of their properties or assets.

(d)          TransferredShares.  Each of Corposa, Marpesca and Holshyrna owns of record that number of the shares of Common Stock in the Company set forth on Exhibit A.  Each of Corposa, Marpesca and Holshyrna has full power, right and authority to transfer the Transferred Shares owned by them to LGLC.  Each of Corposa and Holshyrna owns and is conveying to the Company the Transferred Shares owned by it free and clear of all encumbrances and no other person has any legal or beneficial interests in any such Transferred Shares, and there are no restrictions on Corposa’s, and Holshyrna´s right to transfer the Transferred Shares.  Except for this Agreement, there are no other options, warrants, equity securities, calls, rights, commitments or agreements of any character to which Corposa or Holshyrna are a party or by which Corposa or Holshyrna are bound obligating it to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the Company.  There are no irrevocable proxies, voting trusts and no agreements or understandings to which Corposa or Holshyrna are a party with respect to the voting of any of the Transferred Shares or which restrict the transfer of any such shares or securities.

(e)          Investment Representations. Holshyrna makes the following representations and warranties which shall be true as of the date hereof and as of the date of the date Optionee delivers the Holshyrna-LGLC Common Stock to the Company (the “Closing Date”):

(i)           The Company recognizes that the purchase of the Holshyrna-LGLC Common Stock involves a high degree of risk.  The Company represents that it has carefully reviewed LGLC’s documents filed with the Securities and Exchange Commission (the “SEC”).

(ii)           The Company represents that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (as set forth on Schedule A), and that it is able to bear the economic risk of an investment in Holshyrna-LGLC Common Stock.  To evidence its status as an accredited investor, the Company agrees to deliver to LGLC (i) a fully completed and executed Accredited Investor Questionnaire (“Questionnaire”) in the form attached hereto as Schedule A and agrees that the representations and warranties set out in each of the Questionnaire, as executed by the Company, will be true and complete on the Closing Date.

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(iii)          The Company hereby acknowledges and represents that (a) it has knowledge and experience in business and financial matters, prior investment experience, or it has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by LGLC to the Company to evaluate the merits and risks of such an investment on its behalf; (b) the Company recognizes the highly speculative nature of this investment; and (c) the Company is able to bear the economic risk that it hereby assumes.

(iv)          The Company hereby acknowledges it has received, carefully reviewed and understands this Agreement, and any documents which may have been made available upon request as reflected therein, (collectively referred to as the “Materials”), and hereby represents that it has been furnished by LGLC with all information regarding LGLC, and any additional information that the Company has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of LGLC concerning LGLC.

(v)           In making the decision to invest in Holshyrna-LGLC Common Stock, the Company has relied solely upon the information provided by LGLC.  To the extent necessary, the Company has retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of Holshyrna-LGLC Common Stock hereunder.  The Company disclaims reliance on any statements made or information provided by any person or entity in the course of its consideration of an investment in Holshyrna-LGLC Common Stock other than the Materials.

(vi)          The Company represents that no Holshyrna-LGLC Common Stock was offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Company did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising.

(vii)         The Company hereby represents that it, either by reason of its business or financial experience or the business or financial experience of its professional advisors (who are unaffiliated with and not compensated by LGLC or any affiliate or selling agent of LGLC, directly or indirectly), has the capacity to protect its own interests in connection with the transaction contemplated hereby.

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(viii)        The Company acknowledges that the transactions contemplated hereunder are intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder.  The Company understands that none of Holshyrna-LGLC Common Stock have been registered under the Securities Act or under any state or foreign securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the shares of Holshyrna-LGLC Common Stock unless they are registered under the Securities Act and under any applicable state or foreign securities or “blue sky” laws or unless an exemption from such registration is available.

(ix)           The Company understands that the Holshyrna-LGLC Common Stock has not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon the Company’s investment intention.  In connection therewith, the Company hereby represents that it is purchasing the Holshyrna-LGLC Common Stock for its own account for investment and not with a view toward the resale or distribution to others.  The Company further represents that it was not formed for the purpose of purchasing the Holshyrna-LGLC Common Stock.

(x)           The Company understands that although the Holshyrna-LGLC Common Stock is included for quotation in the Pink Sheets, there is no current trading market for the Common Stock and no assurances can be given when, if ever, an active market will develop for the Holshyrna-LGLC Common Stock.  

(xi)           The Company agrees that if and to the extent required by an underwriter of Holshyrna-LGLC Common Stock in a public offering, the Company will execute a “lock-up” agreement regarding some or all of its Holshyrna-LGLC Common Stock thereby agreeing not to sell such securities for a period of time after completion of the public offering whether or not such securities are included in the public offering.

(xii)          The Company consents to the placement of a legend on any certificate or other document evidencing Holshyrna-LGLC Common Stock that such securities have not been registered under the Securities Act or any state or foreign securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement.  The Company is aware that LGLC will make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS LGLC HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO LGLC AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

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(5)            Representations and Warranties of LGLC.

(a)            Organization.  LGLC is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada.  Buyer has all requisite corporate and other power and authority to enter into this Agreement and the other documents and instruments to be executed and delivered by Buyer and to carry out the transactions contemplated hereby and thereby.

(b)            No Violation. The execution and delivery of this Agreement by LGLC and the consummation by LGLC of the transactions contemplated hereby will not cause a breach or violation of or default or result, with or without the giving of notice or the lapse of time or both, in a default or violation of, any provision of (a) the Certificate of Incorporation or Bylaws of LGLC; (b) any material mortgage, lien, lease, agreement, license, instrument, judgment or decree to which LGLC or any of its properties or assets (real, personal or mixed, tangible or intangible) are bound; or (c) any Law.

(c)            Authority; Validity. The execution and delivery of this Agreement and the other documents and instruments to be executed and delivered by LGLC pursuant hereto and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary actions or proceedings of LGLC.  No other corporate act or proceeding on the part of LGLC is necessary to authorize this Agreement or the other documents and instruments to be executed and delivered by LGLC pursuant hereto or the consummation by LGLC of the transactions contemplated hereby and thereby. This Agreement constitutes, and when executed and delivered, the other documents and instruments to be executed and delivered by LGLC pursuant hereto will constitute, valid and binding agreements of LGLC, enforceable against LGLC in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally, and by general equitable principles.

(d)            Third Party Consents. No approval, authorization, notice, consent or other action by or filing with any person is required for LGLC’s execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby.

(6)            Registration Rights.

(a)            Definitions .  As used in this Agreement, the following terms shall have the following meanings.

(i)       The term “Holder” shall mean any person owning or having the right to acquire Registrable Securities (as defined below) or any permitted transferee of a Holder.

(ii)       The terms “register,” “registered” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or order of effectiveness of such registration statement or document. 

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(iii)    The term “Registrable Securities” shall mean: (i) LGLC Common Stock issued under this Agreement, provided , however , that securities shall only be treated as Registrable Securities if and only for so long as they (A) have not been disposed of pursuant to a registration statement declared effective by the SEC; (B) have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale; (C) are held by a Holder or a permitted transferee of a Holder pursuant to this Section 6 ; and (D) may not be disposed of under Rule 144 without restriction.

(iv)     The term “SEC Guidance” means (i) any publicly-available written or oral guidance, requirements or notice of the staff of the SEC, and (ii) the Securities Act.  

(v)      The term “Rule 415” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

(b)            Shelf Registration.  If LGLC exercises the Call Right by issuing LGLC Common Stock as provided herein, LGLC will use its commercially reasonable efforts to file a registration statement (the “Registration Statement”), on or before November 15, 2010, covering the resale of all or such portion of the Registrable Securities as permitted by SEC Guidance, for an offering to be made on a continuous basis pursuant to Rule 415.  The Registration Statement shall also include other equity securities of LGLC as LGLC may determine in its sole discretion.  The Registration Statement filed pursuant to this Section 4 shall be on Form S-1, except if LGLC is not then eligible to register for resale the Registrable Securities on Form S-1, in which case such registration shall be on another appropriate form.

(c)            Registration Procedures.  Whenever required under this Article 6 to include Registrable Securities in an LGLC registration statement, LGLC shall, as expeditiously as reasonably possible:

(i) Use its commercially reasonable efforts to (i) cause such registration statement to become effective, and (ii) cause such registration statement to remain effective until the earliest to occur of (A) such date as the sellers of Registrable Securities (the “Selling Holders”) have completed the distribution described in the registration statement and (B) such time that all of such Registrable Securities are no longer, by reason of Rule 144, required to be registered for the sale thereof by such Holders.  LGLC will also use its commercially reasonable efforts to, during the period that such registration statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder or otherwise to ensure that the registration statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, LGLC may incorporate by reference information required to be included in (i) and (ii) above to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, in the registration statement.

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(ii)           Prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(iii)          Furnish to the Selling Holders such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented from time to time, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(iv)          Use commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other federal or state securities laws of such jurisdictions as shall be reasonably requested by the Selling Holders; provided , however , that LGLC shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless LGLC is already subject to service in such jurisdiction and except as may be required by the Securities Act.

(v)           In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering.  Each Selling Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(vi)          Notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (i) when the registration statement or any post-effective amendment and supplement thereto has become effective; (ii) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event LGLC shall make every effort to obtain the withdrawal of any order suspending effectiveness of the registration statement at the earliest possible time or prevent the entry thereof); (iii) of the receipt by LGLC of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iv) of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

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(v)           Cause all such Registrable Securities registered hereunder to be listed on each securities exchange or quotation service on which similar securities issued by LGLC are then listed or quoted.

(vi)          Cooperate with the Selling Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold, which certificates will not bear any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters, if any, shall request at least two business days prior to any sale of the Registrable Securities to the underwriters.

(vii)         Comply with all applicable rules and regulations of the SEC.

(viii)        If the offering is underwritten and at the request of any Selling Holder, use its best reasonable efforts to furnish on the date that Registrable Securities are delivered to the underwriters for sale pursuant to such registration: (i) opinions dated such date of counsel representing LGLC for the purposes of such registration, addressed to the underwriters and the transfer agent for the Registrable Securities so delivered, respectively, to the effect that such registration statement has become effective under the Securities Act and such Registrable Securities are freely tradable, and covering such other matters as are customarily covered in opinions of issuer’s counsel delivered to underwriters and transfer agents in underwritten public offerings and (ii) a letter dated such date from the independent public accountants who have certified the financial statements of LGLC included in the registration statement or the prospectus, covering such matters as are customarily covered in accountants’ letters delivered to underwriters in underwritten public offerings.

(d)            Furnish Information.  It shall be a condition precedent to the obligation of LGLC to take any action pursuant to this Article 6 with respect to the Registrable Securities of any Selling Holder that such Holder shall furnish to LGLC such information regarding the Holder, the Registrable Securities held by the Holder, and the intended method of disposition of such securities as shall be reasonably required by LGLC to effect the registration of such Holder’s Registrable Securities.

(e)            Registration Expenses.  LGLC shall bear and pay all registration expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to registration pursuant to this Section 4 for each Holder, but excluding (i) legal expenses of the Holders and (ii) underwriting discounts and commissions relating to Registrable Securities.

(f)            Delay of Registration.  No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 4.

(7)            Conditions Precedent to LGLC’s Obligations.

Each and every obligation of LGLC to be performed hereunder shall be subject to the satisfaction prior to or at the Closing of each of the following conditions:

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(i)   Representations and Warranties True on the Closing Date. Each of the representations and warranties made by each of the Company, Corposa and Holshyrna in this Agreement shall be true and correct in all respects at and as of the time of the Closing.

(ii)   Compliance With Agreement.  The Company, Corposa and Holshyrna shall each have in all respects performed and complied with all of the agreements and obligations under this Agreement which are to be performed or complied with by them prior to or on the Closing Date.

(iii)   Consents and Approvals. All approvals, consents and waivers necessary for the performance of each of the Company’s, Corposa’s and Holshyrna´s obligations hereunder shall have been received, and executed counterparts thereof shall have been delivered to LGLC at or prior to the Closing.

(iv)   Documents to be Delivered bythe Company.  At the Closing, the Company shall have delivered to LGLC the following documents, in each case duly executed or otherwise in proper form:

(A)   Certificate(s). Certificates representing the Option Shares.

(B) Other Documents. Such other documents or instruments as LGLC reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

(v)   Documents to be Delivered byCorposa.  At the Closing, Corposa shall have delivered to LGLC such documents or instruments as LGLC reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

(vi) Legal Restraints; Proceedings. No law, injunction, judgment or ruling, enacted, promulgated, issued, entered, amended or enforced by any governmental authority shall be in effect enjoining, restraining, preventing or prohibiting the consummation of the transactions contemplated hereby or the documents or instruments delivered pursuant hereto or making such transactions illegal.

(6)            Conditions Precedent to the Company’s Obligations.

Each and every obligation of the Company to be performed hereunder shall be subject to the satisfaction prior to or at the Closing of the following conditions:

(i)         Representations and Warranties True on the Closing Date.   Each of the representations and warranties made by LGLC in this Agreement shall be true and correct in at and as of the time of the Closing.

(ii)        Compliance With Agreement.   Optionee shall have performed and complied in all respects with its obligations under this Agreement which are to be performed or complied with by it prior to or on the Closing Date.

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(iii)       Absence of Litigation.  No action, suit or proceeding shall have been instituted by any person which seeks to prohibit, restrict or delay consummation of the transaction contemplated herein or any of the conditions to the transactions contemplated herein, or seeks damages as a result of the consummation of the transactions contemplated herein or speaks to the conduct of the business of LGLC after the Closing Date.

(iv)      Consents and Approvals. All approvals, consents and waivers required for Optionee’s performance of its obligations hereunder shall have been received, and executed counterparts thereof shall have been delivered to the Company at or prior to the Closing.

(v)       Documents to be Delivered byLGLC. At the Closing, LGLC shall have delivered to the Company such documents or instruments as the Company may reasonably request and are reasonably necessary to consummate the transactions contemplated by this Agreement.

(7)            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, UPS); 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 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 addresses (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:

Baja Aqua-Farms, S.A. de C.V.

Calle 12, No. 211, Parque Industrial Fondeport,

El Sauzal, Ensenada, Baja California, Mexico

Attention: Vilhelm M. Gudmundsson

Telephone:

Facsimile:

If to Holshyrna:

Holshyrna, ehf

1230 Columbia St, Suite 1100

San Diego, California, 92101

Attention: Vilhelm M. Gudmundsson

Telephone: 619-544-9177

Facsimile: 619-544-9178

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If to Optionee:

Lions Gate Lighting Corp.
405 Lexington Avenue
26 th Floor, Suite 2640
New York, NY 10174
Attention:	Oli Valur Steindorsson
Telephone:	(212) 907-6492
Facsimile:	(917) 368-8005

With a copy to:

Louis A. Brilleman, Esq.

110 Wall Street, 11 ^th Floor

New York, NY 10005

Facsimile : (212) 943-2300

(8)          Governing Law.

This Agreement shall be governed by and construed solely and exclusively in accordance with and pursuant to the internal laws 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 court located in San Diego, California,.  By its execution hereof, the parties hereby covenant and irrevocably submit to the in personam jurisdiction of the courts located in San Diego, California, and 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.

(9)          Assignment.

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned (including by merger or operation of law) by any of the parties hereto without the prior written consent of the other parties; provided, however, that the Company may assign to Corposa and Holshyrna, or any other legal entity designated by Corposa and Holshyrna, its right to receive the LGLC Common Stock upon exercise of the Call Right; provided, further, that Corposa shall make the representations and warranties in Section 3(d) hereof as a condition to the issuance of the LGLC Common Stock as set forth in Annex A attached hereto.

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(10)        Severability.

If any provision of this Agreement is held to be unenforceable under applicable law, such provision shall be excluded from this Agreement, and the balance hereof shall be interpreted as if such provision were so excluded.

(11)        Modification and Waiver.  

This Agreement and any provision hereof may be amended, waived, discharged or terminated only by an instrument in writing signed by each party hereto.

(12)        Specific Enforcement.  

The Company, LGLC and Corposa and agree that irreparable damage would occur in the event that any of the provisions of this Agreement 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 Agreement 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.

(Signature Page Immediately Follows)

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IN WITNESS WHEREOF , the parties have caused this Agreement to be duly executed, manually or by facsimile, by one of its officers thereunto duly authorized.

BAJA AQUA-FARMS S.A. DE C.V.
By:	/s/ Vilhem Mar Gudmundsson
LIONS GATE LIGHTING CORP.
By:	/s/ Oli Valur Steindorsson
CORPOSA S.A. DE C.V.
By:	/s/ Vilhem Mar Gudmundsson
HOLSHYRNA ehf
By :	/s/ Robert Gudfinnsson

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EXHIBIT A

COMMON STOCK OF COMPANY OWNED BY CORPOSA AND HOLSHYRNA

Shareholder	Shares Series “A” Fixed Capital Stock		Shares Series “B” Variable Capital Stock		Shares Series “C” Variable Capital Stock		Total Shares
Corposa, S.A. de C.V.		-0-		594,338		133,131,887		133,726,225
Holshyrna ehf		3,199		254,966		57,312,559		57,570,724

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ANNEX B

FORM OF ASSIGNMENT

(To be signed only on transfer of right to receive shares of common stock of Lions Gate Lighting

Corp. under Call Option Agreement)

For value received, the undersigned hereby sells, assigns, and transfers unto Corposa S.A. de C.V. and Holshyrna, ehf, or any other legal entity designated by Corposa and Holshyrna, the right to receive shares of Lions Gate Lighting Corp. (“LGLC”) upon exercise of the Call Right by LGLC.

As a condition to LGLC’s obligation to issue to Corposa and Holshyrna, Corposa and Holshyrna make the representations and warranties set forth on Attachment A hereof and if Corposa and Holshyrna designate any other legal entity to hold the LGLC stock such legal entity shall make the representations and warranties set forth on Attachment A.

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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ATTACHMENT A

(i)        Corposa and Holshyrna recognize that the purchase of the LGLC Common Stock involves a high degree of risk.  Corposa and Holshyrna represent that they have carefully reviewed LGLC’s documents filed with the Securities and Exchange Commission (the “ SEC ”).

(ii)       Corposa and Holshyrna represent that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) (as set forth on Schedule A), and that it is able to bear the economic risk of an investment in LGLC Common Stock.  To evidence its status as an accredited investor, Corposa and Holshyrna agree to deliver to LGLC (i) a fully completed and executed Accredited Investor Questionnaire (“Questionnaire”) in the form attached hereto as Schedule A and agrees that the representations and warranties set out in each of the Questionnaire, as executed by Corposa and Holshyrna, will be true and complete on the Closing Date.

(iii)      Corposa and Holshyrna hereby acknowledge and represent that (a) they have knowledge and experience in business and financial matters, prior investment experience, or it has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by LGLC to Corposa and Holshyrna to evaluate the merits and risks of such an investment on its behalf; (b) Corposa and Holshyrna recognize the highly speculative nature of this investment; and (c) Corposa and Holshyrna are able to bear the economic risk that it hereby assumes.

(iv)     Corposa and Holshyrna hereby acknowledge it has received, carefully reviewed and understands this Agreement, and any documents which may have been made available upon request as reflected therein, (collectively referred to as the “Materials”), and hereby represents that it has been furnished by LGLC with all information regarding LGLC, and any additional information that Corposa and Holshyrna have requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of LGLC concerning LGLC.

(v)      In making the decision to invest in LGLC Common Stock, Corposa and Holshyrna have relied solely upon the information provided by LGLC.  To the extent necessary, Corposa and Holshyrna have retained, at its own expense, and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of LGLC Common Stock hereunder.  Corposa and Holshyrna disclaim reliance on any statements made or information provided by any person or entity in the course of its consideration of an investment in LGLC Common Stock other than the Materials.

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(vi)     Corposa and Holshyrna represents that no LGLC Common Stock was offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, Corposa and Holshyrna did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising.

(vii)    Corposa and Holshyrna hereby represent that it, either by reason of its business or financial experience or the business or financial experience of its professional advisors (who are unaffiliated with and not compensated by LGLC or any affiliate or selling agent of LGLC, directly or indirectly), has the capacity to protect its own interests in connection with the transaction contemplated hereby.

(viii)   Corposa and Holshyrna acknowledge that the transactions contemplated hereunder are intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to Regulation D promulgated thereunder.  Corposa and Holshyrna understands that none of LGLC Common Stock have been registered under the Securities Act or under any state or foreign securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the shares of LGLC Common Stock unless they are registered under the Securities Act and under any applicable state or foreign securities or “blue sky” laws or unless an exemption from such registration is available.

(ix)      Corposa and Holshyrna understand that the LGLC Common Stock has not been registered under the Securities Act by reason of a claimed exemption under the provisions of the Securities Act that depends, in part, upon Corposa’s and Holshyrna´s investment intention.  In connection therewith, Corposa and Holshyrna hereby represent that it is purchasing the LGLC Common Stock for its own account for investment and not with a view toward the resale or distribution to others.  Corposa and Holshyrna further represent that it was not formed for the purpose of purchasing the LGLC Common Stock.

(x)       Corposa and Holshyrna understand that although the LGLC Common Stock is included for quotation in the Pink Sheets, there is no current trading market for the Common Stock and no assurances can be given when, if ever, an active market will develop for the LGLC Common Stock.  

(xi)      Corposa and Holshyrna agree that if and to the extent required by an underwriter of LGLC Common Stock in a public offering, Corposa and Holshyrna will execute a “lock-up” agreement regarding some or all of its LGLC Common Stock thereby agreeing not to sell such securities for a period of time after completion of the public offering whether or not such securities are included in the public offering.

(xii)     Corposa and Holshyrna consent to the placement of a legend on any certificate or other document evidencing LGLC Common Stock that such securities have not been registered under the Securities Act or any state or foreign securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement.  Corposa and Holshyrna are aware that LGLC will make a notation in its appropriate records with respect to the restrictions on the transferability of such securities. The legend to be placed on each certificate shall be in form substantially similar to the following:

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“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS LGLC HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO LGLC AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

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Schedule A

U.S. ACCREDITED INVESTOR QUESTIONNAIRE

The undersigned covenants, represents and warrants to the Lions Gate Lighting Corp. 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 Shareholder 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.

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Note that the undersigned may be required to supply Lions Gate Lighting Corp. Company with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the undersigned’s status as an Accredited Investor.

The undersigned hereby certifies that the information contained in this Questionnaire is complete and accurate and it will notify Lions Gate Lighting Corp. promptly of any change in any such information. The undersigned acknowledges and agrees that the undersigned may be required by Lions Gate Lighting Corp. to provide such additional documentation as may be reasonably required by Lions Gate Lighting Corp. and its legal counsel in determining the undersigned’s eligibility to acquire the shares under relevant legislation.

IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the ___ day of ___________, 2010.

Print of Type Name of Entity

Signature of Authorized Signatory

Type of Entity

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EX-2.5

FIRST AGREEMENT OF AMENDMENTS (the “First Agreement of Amendments”) of the Option Agreement (the “Option Agreement”) executed as of July 20, 2010, by and among Corposa, S.A. de C.V., a Mexican corporation (“Corposa”), Holshyrna ehf, an Icelandic corporation (“ Holshyrna ”), Baja Aqua Farms, S.A. de C.V., a Mexican corporation (the “Company”), and Lions Gate Lighting Corp. (currently named “UMAMI SUSTAINABLE SEAFOOD”), a Nevada corporation (the “Optionee” or “UMAMI”), pursuant to the following recitals and clauses:

RECITALS

WHEREAS, Optionee has made and Company and Holshyrna have received the Call Right Notice in terms of Section 1 of the Option Agreement.

WHEREAS, a copy of the executed Option Agreement is attached hereto as Exhibit “A” and the parties to the Option Agreement (the “Parties”) wish to amend such Option Agreement pursuant to the terms of this First Agreement of Amendments.

Hereinafter and for clarity purposes capitalized terms shall have the meaning assigned to them in the Option Agreement except as otherwise expressly provided herein.

NOW AND THEREFORE , the Parties have agreed on the following:

ARTICLES

ARTICLE ONE.Amendments. The Parties agree the following amendments to the Option Agreement:

1.1. As of the date hereof, Section 1 of the Option Agreement shall be amended as follows:

“1.            Option Exercise; Funding; Consent.

(a)           Commencing on the date hereof and ending on September 15, 2010 at 5.00 p.m. PDT, subject to the terms and conditions set forth in this Agreement, the Optionee shall have the right (the “Call Right”), but not the obligation, upon written notice to the Company and Holshyrna (the “Call Right Notice”), to cause the Company and Holshyrna to sell and/or issue to Optionee the Option Shares for the aggregate Option Price therefor.  As used in this Agreement, the term “Option Price” means an amount equal to US$9,333,000.00 Dollars for the Company Option Shares and US$667,000.00 Dollars for the Oceanic Option Shares.  The Option Price shall be payable by the issuance to the Company of 10,000,000 (Ten Million) shares of common stock of LGLC (“Company-LGLC Common Stock”).

(b) Each of Corposa and Holshyrna in its capacity of principal shareholder of the Company and Oceanic Enterprises, Inc. hereby consents to the transactions contemplated under this Agreement and undertakes to take all necessary action and execute and deliver all documents to enable LGLC to acquire the Option Shares by November 30 ^th , 2010. Such delivery of the Option Shares shall be made simultaneously with the delivery of the Company-LGLC Common Stock held in escrow and shall be subject to the following conditions: (x) Corposa and Holshyrna shares or stock in the Company are totally cancelled and (y) the Company has no outstanding payments or debts with Corposa and Holshyrna in connection with capital reimbursements agreed by the Company."

The Parties confirm hereby that Optionee has exercised its Call Right and the Company and Holshyrna acknowledged receipt of the Call Right Notice in terms of the Option Agreement.

ARTICLE TWO.Entire Agreement. Except as expressly amended by virtue of this First Agreement of Amendments, the Parties hereby agree that the remaining terms and conditions of the Option Agreement and its exhibits and schedules shall be and remain in full force and effect. The execution of this First Agreement of Amendments implies no performance or extinguishment of the Option Agreement.

ARTICLE THREE.Notices. Any communication between the Parties under this First Agreement of Amendments shall be made pursuant to the terms and conditions of the Option Agreement.

ARTICLE FOUR.  Applicable Law and Jurisdiction. This Agreement shall be governed by and construed solely and exclusively in accordance with and pursuant to the internal laws 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 court located in San Diego, California,.  By its execution hereof, the parties hereby covenant and irrevocably submit to the in personam jurisdiction of the courts located in San Diego, California, and 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.

[Signature Page to Follow]

2

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed and effective as of September 24th, 2010.

BAJA AQUA-FARMS, S.A. DE C.V.
By:					/s/ Vilhem Mar Gudmundsson
		CORPOSA S.A. DE C.V.
		By:	/s/ Vilhem Mar Gudmundsson
	HOLSHYRNA ehf
	By:			/s/ Robert Gudfinnsson
(UMAMI SUSTAINABLE SEAFOOD formerly named “LIONS GATE LIGHTING CORP.”)
By:					/s/ Oli Valur Steindorsson

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EX-3.1

EX-4.2

EXECUTION COPY

NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT, OR (B) IF REASONABLY REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

UMAMI SUSTAINABLE SEAFOOD INC.

COMMON STOCK PURCHASE WARRANT

Warrant No. UTA 2010 - 1 Dated: October 7, 2010

Umami Sustainable Seafood Inc., a Nevada corporation (the “Company”), hereby certifies that, for value received, UTA Capital LLC, a Delaware company, or its registered assigns (the “Holder”), shall initially be entitled to purchase from the Company up to a total of 2,981,000 shares of common stock of the Company, $.001 par value per share (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”), at an exercise price initially equal to: (i)  $1.50 per Warrant Share for the purchase of one million (1,000,000) of the total Warrant Shares purchasable hereunder, as such exercise price may be adjusted pursuant to Section 9(m) hereof (the “Premium Exercise Price” ) and (ii) $1.00 per Warrant Share for the purchase of the remaining Warrant Shares purchasable hereunder ((i) and (ii) hereinafter, collectively, referred to as the “Exercise Price”), at any time from the date hereof and through and including the date that is five years from the date this Warrant is first exercisable (the “Expiration Date”), and subject to the following terms and conditions.  Notwithstanding the foregoing, of the total number of Warrant Shares issuable upon exercise of this Warrant, that  number of shares as is at any time in excess of 4.99% of the sum of (x) the number of currently issued and outstanding shares of the Company’s Common Stock, plus (y) the number of additional shares of Common Stock issuable upon exercise in full of this Warrant, shall not be issuable upon exercise of the Warrant until six months after the date hereof.

This Warrant was issued pursuant to that certain Note and Warrant Purchase Agreement, dated as of even date herewith, by and among the Company and the Purchaser (the “Purchase Agreement”).

1.             Definitions.  In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement.

2.             Registration of Warrant.  The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time.  The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

3.             Registration of Transfers.  The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto as Annex A duly completed and signed, to the transfer agent or to the Company at its address specified herein.  Upon any such registration or transfer, a new warrant to purchase shares of Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder.  The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

4.             Exercise and Duration of Warrants.

(a)            This Warrant shall be exercisable by the registered Holder at any time and from time to time on or after the date hereof up to and including the Expiration Date.  At 6:30 P.M., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value; provided that, this Warrant shall be deemed to have been exercised in full (to the extent not previously exercised) on a “cashless exercise” basis at 6:30 P.M. New York City time on the Expiration Date.

(b)            A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto as Annex B (the “Exercise Notice”), appropriately completed and duly signed along with the Warrant, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice), and the date that the last of such items are delivered to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.”  Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.

(c)             Insufficient Authorized Shares.  If at any time while this Warrant is outstanding, the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant and Warrants of like tenor at least a number of shares of Common Stock equal to 120% (the “Required Reserve Amount”) of the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the Warrants of like tenor then outstanding (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for the Warrants of like tenor then outstanding.  Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its shareholders for the approval of an increase in the number of authorized shares of Common Stock.  In connection with such meeting, the Company shall provide each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the shareholders that they approve such proposal

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(d)             Limitations on Exercises; Beneficial Ownership.  The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Holder (together with such Holder’s affiliates) would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise.  For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Holder and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants), that are subject to a limitation on conversion or exercise analogous to the limitation contained herein.  Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended.  For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company's most recent SEC Reports or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  For any reason at any time, upon the written or oral request of the Holder, the Company shall within two Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported

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5.             Delivery of Warrant Shares.

(a)            The Holder shall not be required to physically surrender this Warrant unless this Warrant is being exercised in full.  To effect exercises hereunder, the Holder shall duly execute and deliver to the Company at its address for notice set forth herein, an Exercise Notice in the form of Annex B hereto, along with the Warrant Share Exercise Log in the form of Annex C hereto, and shall pay the Exercise Price, if applicable, multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder.  The Company shall promptly (but in no event later than three (3) Trading Days after the date of exercise) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder a certificate for the Warrant Shares issuable upon such exercise. The Company shall, upon request of the Holder, and subsequent to the date on which a registration statement covering the resale of the Warrant Shares has been declared effective by the SEC (provided that the Holder represents in writing to the Company that it has sold or committed in a binding sale agreement or sale order to promptly sell such Warrant Shares pursuant to the the terms of the prospectus contained in the registration statement), or if and to the extent this Warrant has been exercised on a “cashless exercise” basis and the provisions of Rule 144 have been satisfied, use its best efforts to deliver Warrant Shares hereunder electronically through the Depository Trust Corporation or another established clearing corporation performing similar functions.  If by the third (3 ^rd ) Trading Day after exercise of this Warrant, the Company fails to deliver the required number of Warrant Shares, the Holder will have the right to rescind the exercise.  If by the third (3 ^rd ) Trading Day after exercise, the Company fails to deliver the required number of Warrant Shares, and if after such third Trading Day (3 ^rd ) and prior to the receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy In”), then the Company shall (i) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing bid price of the shares of Common Stock on the exercise date and (ii) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Warrant Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder.  The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy In.

(b)            This Warrant is exercisable, either in its entirety or, from time to time, for a portion of at least 100,000 Warrant Shares.  Upon surrender of this Warrant following one or more partial exercises, the Company shall issue or cause to be issued, at its expense, a new Warrant evidencing the right to purchase the remaining number of Warrant Shares.

(c)            The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares.  Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

6.             Charges, Taxes and Expenses.  Initial issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental expense in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder.  The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

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7.             Replacement of Warrant.  If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a new Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable bond or indemnity, if requested.  Applicants for a new Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.

8.             Reservation of Warrant Shares.  The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved shares of Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (after giving effect to the adjustments and restrictions of Section 9, if any).  The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.  The Company will take all such action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the shares of Common Stock may be listed.  The Company will notify its transfer agent for the reservation of shares of Common Stock as required under this provision.

9.             Certain Adjustment.  The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

(a)             Share Dividends and Splits.   If after the date hereof, the number of outstanding shares of Common Stock is increased by a share dividend payable in shares of Common Stock or by a split-up of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares issuable on exercise of this Warrant shall be increased in proportion to such increase in outstanding shares and the then applicable Exercise Price shall be correspondingly decreased.

(b)             Aggregation of Shares.   If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then, upon the effective date of such consolidation, combination or reclassification, the number of shares issuable on exercise of this Warrant shall be decreased in proportion to such decrease in outstanding shares and the then applicable Exercise Price shall be correspondingly increased.

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(c)           Replacement of Securities Upon Reorganization, etc.   If after the date hereof any capital reorganization or reclassification of the shares of Common Stock of the Company, or consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation or other similar event (each, a “Fundamental Transaction”) shall be effected, then, as a condition of such Fundamental Transaction, lawful and fair provision shall be made whereby the Holder of this Warrant shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in this Warrant and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, such shares, securities, or assets as may be issued or payable with respect to or in exchange for the number of outstanding shares of Common Stock equal to the number of such shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant, had such Fundamental Transaction not taken place and in such event appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be in relation to any shares, securities, or assets thereafter deliverable upon the exercise hereof.  The Company shall not effect any such Fundamental Transaction unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such Fundamental Transaction, or the corporation purchasing such assets in a Fundamental Transaction, shall assume by written instrument executed and delivered to the Holder of this Warrant the obligation to deliver to the Holder of this Warrant such shares, securities, or assets as, in accordance with the foregoing provisions, such holders may be entitled to purchase.

(d)           Adjustment of Exercise Price and Number of Warrant Shares Purchasable Upon Issuance of Additional Shares of Common Stock.  In the event the Company shall at any time after the Closing Date issue shares of Common Stock (the “Additional Shares of Common Stock”), other than Exempt Issuances (as defined below), while any portion of this Warrant remains outstanding, without consideration or for a consideration per share less than the Exercise Price, then:

(i) the Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent), determined in accordance with the following formula:

EP ₂ = EP ₁ * (A + B) ÷ (A + C).

For purposes of the foregoing formula, the following definitions shall apply:

(a)            “EP ₂ ” shall mean the Exercise Price in effect immediately after such issue of Additional Shares of Common Stock;

(b)            “EP ₁ ” shall mean the Exercise Price in effect immediately prior to such issue of Additional Shares of Common Stock;

(c)            “A” shall mean the number of shares of Common Stock outstanding immediately prior to such issue of Additional Shares of Common Stock (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise, conversion or exchange of Common Stock Equivalents (as defined below) outstanding immediately prior to such issue;

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(d)            “B” shall mean the number of shares of Common Stock that would have been issued if such Additional Shares of Common Stock had been issued at a price per share equal to EP ₁ (determined by dividing the aggregate consideration received by the Company in respect of such issue by EP ₁ ); and

(e)            “C” shall mean the number of such Additional Shares of Common Stock issued in such transaction; and

(ii) the number of Warrant Shares purchasable upon the exercise of this Warrant shall be increased, concurrently with the decrease in Exercise Price described above, such that the Aggregate Warrant Equity Percentage (as defined below) of the Warrant shall be no less that the Aggregate Warrant Equity Percentage of the Warrant immediately prior to such decrease in Exercise Price, less only such appropriate adjustments as are required to reflect prior partial exercises of this Warrant.

For purposes hereof,  “Aggregate Warrant Equity Percentage” at any time means the percentage determined by dividing the number of Warrant Shares purchasable upon exercise of this Warrant at such time by the sum of the number of shares of Common Stock (x) outstanding at such time, (y) issuable upon conversion or exchange of  any stock or securities (other than  any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities) convertible into or exercisable or exchangeable for shares of Common Stock outstanding at such time and (y) issuable upon exercise of Common Stock Equivalents outstanding at such time. The initial Aggregate Warrant Equity Percentage of this Warrant shall be 4.99%.

For purposes hereof, “Exempt Issuances” shall mean the issuance of shares of Common Stock or grant of options to purchase shares of Common Stock to employees, officers and/or independent directors, but not including any officer, director or employee who immediately prior to such issuance or grant is the beneficial owner of 5% or more of the Company’s Common Stock (calculated in accordance with SEC Rule 13d-3), pursuant to an equity incentive plan or agreement approved by the Company’s shareholders, provided such issuances are approved by the Company’s Board of Directors, including approval of least 50% of the Company’s independent directors.

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(e)             Adjustment of Exercise Price and Number of Warrant Shares Purchasable Upon Issuance of Common Stock Equivalents.  In the event the Company shall at any time after the Closing Date issue any Convertible Security (defined as evidences of indebtedness, ordinary or convertible preferred shares or other securities which are or may be at any time convertible into or exchangeable for shares of Common Stock) or warrant, option or other right to subscribe for or purchase any shares of Common Stock or any Convertible Security (an “Common StockEquivalents”), while any portion of this Warrant remains outstanding, and the price per share for which Additional Shares of Common Stock may be issuable thereafter pursuant to such Common Stock Equivalents shall be less than the Exercise Price, or if, after any such issuance of Common Stock Equivalents, the price per share for which Additional Shares of Common Stock may be issuable thereafter is amended, and such price as so amended shall be less than the Exercise Price, then the Exercise Price and number of Warrant Shares purchasable upon each such issuance or amendment shall be adjusted as provided in Section 9(d) above, on the basis that Additional Shares of Common Stock issuable pursuant to such Common Stock Equivalents shall be deemed to have been issued (whether or not such Common Stock Equivalents are actually then exercisable, convertible or exchangeable in whole or in part) as of the earlier of (i) the date on which the Company shall enter into a firm contract for the issuance of such Common Stock Equivalents, or (ii) the date of actual issuance of such Common Stock Equivalents.  No adjustment of the Exercise Price and number of Warrant Shares purchasable shall be made under this Section 9(e) upon the issuance of any Convertible Security which is issued pursuant to the exercise of any warrants or other subscription or purchase rights therefore, if any adjustment shall previously have been made in the Exercise Price and the number of Warrant Shares purchasable then in effect upon the issuance of such warrants or other rights pursuant to this Section 9(e).

(f)             Computation of Consideration.  The consideration received by the Company shall be deemed to be the following: to the extent that any Additional Shares of Common Stock or any Common Stock Equivalents shall be issued for a cash consideration, the consideration received by the Company therefore; or, if such Additional Shares of Common Stock or Common Stock Equivalents are offered by the Company for subscription, the subscription price; or, if such Additional Shares of Common Stock or Common Stock Equivalents are sold to underwriters or dealers for public offering without a subscription offering, the initial public offering price, in any such case excluding any amounts paid or receivable for accrued interest or accrued dividends and without deduction of any compensation, discounts, commissions, or expenses paid or incurred by the Company for or in connection with the underwriting thereof or otherwise in connection with the issue thereof.  The consideration for any Additional Shares of Common Stock issuable pursuant to any Common Stock Equivalents shall be the consideration received by the Company for issuing such Common Stock Equivalents, plus the additional consideration payable to the Company upon the exercise, conversion or exchange of such Common Stock Equivalents.  In case of the issuance at any time of any Additional Shares of Common Stock or Common Stock Equivalents in payment or satisfaction of any dividend upon any class of share other than share of Common Stock, the Company shall be deemed to have received for such Additional Shares of Common Stock or Common Stock Equivalents a consideration equal to the amount of such dividend so paid or satisfied.  In any case in which the consideration to be received or paid shall be other than cash, the Board of Directors of the Company shall determine in good faith the fair market value of such consideration and promptly notify the Holder of its determination of the fair market value of such consideration prior to payment or accepting receipt thereof.  If, within thirty (30) days after receipt of said notice, the Holder shall notify the Board of Directors of the Company in writing of its objection to such determination, a determination of fair market value of such consideration shall be made by an appraiser selected by the Company and approved by the Holder.  If the Company and the Holder are unable to agree on the selection of an appraiser, the issue of selection of an appraiser shall be submitted to the American Arbitration Association.

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(g)            Readjustment of Exercise Price and Number of Warrant Shares Purchasable.  Upon the expiration of the right to convert, exchange or exercise any Common Stock Equivalents the issuance of which effected an adjustment in the Exercise Price, if such Common Stock Equivalents shall not have been converted, exercised or exchanged, the number of shares of Common Stock deemed to be issued and outstanding by reason of the fact that they were issuable upon conversion, exchange or exercise of any such Common Stock Equivalents shall no longer be computed as set forth above, and the Exercise Price and number of Warrant Shares purchasable shall forthwith be readjusted and thereafter be the price which it would have been (but reflecting any other adjustments in the Exercise Price and number of Warrant Shares purchasable made pursuant to the provisions of this Section 9 after the issuance of such Common Stock Equivalents) had the adjustment of the Exercise Price and number of Warrant Shares purchasable been made in accordance with the issuance or sale of the number of Additional Shares of Common Stock actually issued upon conversion, exchange or issuance of such Common Stock Equivalents and thereupon only the number of Additional Shares of Common Stock actually so issued shall be deemed to have been issued and only the consideration actually received by the Company shall be deemed to have been received by the Company.

(h)            Treasury Shares.  In making any adjustment in the Exercise Price and number of Warrant Shares purchasable hereinbefore provided in this Section 9, the number of shares of Common Stock at any time outstanding shall not include any shares thereof then directly or indirectly owned or held by or for the account of the Company.

(i)             Calculations.  All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable.  The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of shares of Common Stock.

(j)             Notice of Adjustments.  Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities, cash or property issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based.  Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.

(k)             Notice of Corporate Events.  If the Company (i) declares a dividend or any other distribution of cash, securities or other property in respect of its shares of Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits shareholder approval for  (x) any sale of all or substantially all of its assets in one or a series of related transactions, (y) any tender offer or exchange offer (whether by the Company or another person) pursuant to which holders of shares of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (z) any reclassification of the shares of Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock is effectively converted into or exchanged for other securities, cash or property or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction, at least five business days prior to the applicable record or effective date on which a Person would need to hold shares of Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably necessary in order to insure that the Holder is given the practical opportunity to exercise this Warrant prior to such time so as to participate in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

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(l)             Rights Upon Distribution Of Assets.  If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

(i)            any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the closing bid price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the fair market value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of the Company, and (ii) the denominator shall be the closing bid price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

(ii)            the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding paragraph (a); providedthat in the event that the Distribution is of shares (“Other Shares of Common Stock”) of a company whose common shares are traded on a national securities exchange or a national automated quotation system, then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding paragraph (a) and the number of Warrant Shares calculated in accordance with the first part of this paragraph (b).

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(m)            Adjustment of Premium Exercise Price.  Notwithstanding anything to the contrary herein, the Premium Exercise Price shall be reduced to $1.00 per Warrant Share if the Company pays, or it is determined that the Company is obligated to pay, to the Holder any amount of Additional Interest pursuant to the terms of the Purchase Agreement.  In the event that the Holder elects to exercise this Warrant for the Warrant Shares covered by the Premium Exercise Price prior to the payment by the Company of Additional Interest, or prior to the determination of the Company’s obligation to pay Additional Interest, and the Company subsequently does pay Additional Interest, or it is subsequently determined that the Company is obligated to pay Additional Interest, then, on the date that payment of Additional Interest is due to be paid to Holder, the Company shall pay to the Holder an amount equal to the difference between (i) the Premium Exercise Price multiplied by the number of Warrant Shares purchased by Holder under this Warrant that required payment of the Premium Exercise Price, less (ii) $1.00 multiplied by the number of Warrant Shares purchased by Holder under this Warrant that required payment of the Premium Exercise Price.

10.           Payment of Exercise Price.  The Holder shall pay the Exercise Price in immediately available funds; provided, however, that any time the Holder may satisfy its obligation to pay the Exercise Price through a “cashless exercise,” in which event the Company shall issue to the Holder the number of Warrant Shares determined as follows:

	X = Y [(A-B)/A]
Where:
	X = the number of Warrant Shares to be issued to the Holder.
	Y = the number of Warrant Shares with respect to which this Warrant is being exercised.
	A = the average of the Closing Prices for the five Trading Days immediately prior to (but not including) the Exercise Date.
	B = the Exercise Price.

For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued.

11.           Fractional Shares.  The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this Warrant.  If any fraction of a Warrant Share would, except for the provisions of this Section, be issuable upon exercise of this Warrant, the number of Warrant Shares to be issued will be rounded up to the nearest whole share.

12.           Notices.  Any and all notices or other communications or deliveries hereunder (including without limitation any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in the Purchase Agreement prior to 6:30 p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in the Purchase Agreement on a day that is not a Trading Day or later than 6:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service or (iv) upon actual receipt by the party to whom such notice is required to be given.  The address for such notices or communications shall be as set forth in the Purchase Agreement.

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13.           Purchase Agreement.  The Warrant Shares for which this Warrant is exercisable are entitled to the benefits and subject to the limitations of the Purchase Agreement, which include registration rights for the Warrant Shares.

14.           Miscellaneous.

(a)            Subject to the restrictions on transfer set forth herein, this Warrant and the registration rights set forth in the Purchase Agreement may be assigned by the Holder in denominations of not less than 100,000 Warrant Shares or in its entirety.  This Warrant may not be assigned by the Company except to a successor in the event of a sale of all or substantially all of the Company’s assets or a merger or acquisition of the Company.  This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.  Subject to the preceding sentences, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.  This Warrant may be amended only in writing signed by the Company and the Holder and their successors and assigns.

(b)            The Company will not, by amendment of its governing documents or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be reasonably necessary or appropriate in order to protect the rights of the Holder against impairment.  Without limiting the generality of the foregoing, the Company (i) will not increase the par value of any Warrant Shares above the amount payable therefor on such exercise, (ii) will take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares on the exercise of this Warrant, and (iii) will not close its shareholder books or records in any manner which interferes with the timely exercise of this Warrant.

(C)            GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.  ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING REGARD TO ANY APPLICABLE PRINCIPLES OF CONFLICTS OF LAW.  EACH PARTY HEREBY IRREVOCABLY SUBMITS 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 HEREUNDER OR 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 WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, 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 HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

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(c)            The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(d)            In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

UMAMI SUSTAINABLE SEAFOOD INC.
By:	/s/ Oli Valur Steindorsson
Name: Oli Valur Steindorsson
Title: Chief Executive Officer
Address:
405 Lexington Avenue
26th Floor, Suite 2640
New York, NY 10174
Facsimile: 212-___-____

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EXECUTION COPY

ANNEX A

FORM OF ASSIGNMENT

[To be completed and signed only upon 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., to which the within Warrant relates and appoints ________________ attorney to transfer said right on the books of Umami Sustainable Seafood, Inc. with full power of substitution in the premises.

Dated:  ,
	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)
	Address of Transferee
In the presence of:

EXECUTION COPY

ANNEX B

FORM OF EXERCISE NOTICE

[To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant]

TO:   UMAMI SUSTAINABLE SEAFOOD INC.

The undersigned is the Holder of Warrant No. _______ (the “Warrant”) issued by Umami Sustainable Seafood Inc., a Nevada corporation (the “Company”).  Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Warrant.

1 The Warrant is currently exercisable to purchase a total of ______________ Warrant Shares.

2 The undersigned Holder hereby exercises its right to purchase _________________ Warrant Shares pursuant to the Warrant.

3 The Holder intends that payment of the Exercise Price shall be made as (check one):

____      “Cash Exercise” under Section 8

____      “Cashless Exercise” under Section 8

4 If the holder has elected a Cash Exercise, the holder shall pay the sum of $____________ to the Company in accordance with the terms of the Warrant.

5 Pursuant to this exercise, the Company shall deliver to the holder _______________ Warrant Shares in accordance with the terms of the Warrant.

6 Following this exercise, the Warrant shall be exercisable to purchase a total of ______________ Warrant Shares.

Dated:  ,	Name of Holder:
	(Print)
	By:
	Name:
	Title:
	(Signature must conform in all respects to name of holder as specified on the face of the Warrant)

EXECUTION COPY

ANNEX C

WARRANT SHARES EXERCISE LOG

DATE NUMBER OF WARRANT SHARES AVAILABLE TO BE EXERCISED NUMBER OF WARRANT SHARES EXERCISED NUMBER OF WARRANT SHARES REMAINING TO BE EXERCISED INITIALS OF AUTHORIZED REPRESENTATIVE

EX-4.3

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 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 405 LEXINGTON AVENUE, 26TH FLOOR, SUITE 2640, NEW YORK, NY 10174, 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

$3,125,000 New York, New York October 7, 2010

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 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 two million five hundred thousand dollars ($3,125,000.00).   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 will total only $2,500,000, notwithstanding that the original principal amount of the Notes (as defined below) total $3,125,000.

1.             PURCHASE AGREEMENT.  This Senior Secured Bridge Note (the “Note”) is one of a series of identical notes (except with respect to principal amount and maturity date) (collectively, the “Notes”) purchased under that certain Note and Warrant Purchase Agreement, dated as of October 7, 2010, 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 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) 33% of the issued and outstanding shares of capital stock of Baja Aqua-Farms S.A. de C.V., a Mexican company (“Baja”) that is presently owned by Borrower, (ii) all of the shares of capital stock of Bluefin Acquisition Group Inc., a New York corporation and wholly-owned subsidiary of the Company (“Bluefin”) presently owned or hereinafter acquired, either directly or indirectly, by the Borrower (which shares shall be released from the pledge in accordance with the terms of the Company Pledge and Security Agreement), (iii) any and all of the Borrower’s inventory, whether presently owned or hereinafter acquired, and any proceeds arising in connection with the sale or disposition of such inventory and (b) guarantees of all of the obligations of Borrower hereunder being made by (i) Baja and (ii) Bluefin; provided, however, that the Borrower and its Subsidiaries have an obligation to further secure the obligations hereunder in accordance with the terms of the Purchase Agreement by pledging a portion (determined in accordance with the terms of the Purchase Agreement) of the Subsidiaries’ inventory, whether presently owned or hereinafter acquired, and any proceeds arising in connection with the sale or disposition of such inventory; provided, further, that, subject to the terms of the Transaction Documents, upon consummation of the Baja Acquisition, the Company shall pledge to Purchaser any and all shares of capital stock of Baja acquired in such acquisition, such that Purchaser is granted a pledge of no less than 99.984% of the issued and outstanding shares of capital stock of Baja.

4.             MATURITY.  This Note shall mature on March 31, 2012, 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 interest due and owing under the Note, shall be immediately paid by Borrower.

5.              INTEREST; INTEREST RATE; PAYMENT; ADDITIONAL INTEREST.

(a)           Subject to adjustment pursuant to paragraph 5(c) below, this Note shall bear interest (other than interest accruing as a result of a failure by Borrower to pay any amount within 3 business days of when due as set forth in subparagraph (b) below) at an annual interest rate initially equal to nine percent (9%) per annum on the then outstanding principal balance (the “Interest Rate”).  Interest (other than interest accruing as a result of a failure by Borrower to pay any amount when due as set forth in subparagraph (b) below) shall accrue until all amounts owed under the Note shall be fully repaid, and shall be due and payable monthly in arrears on the last business day of each calendar month following the issuance date. Any accrued and unpaid interest shall be due at the Maturity Date.  Interest shall be calculated on the basis of the actual number of days elapsed over an assumed year consisting of three hundred sixty-five (365) days.

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(b)           If all or a portion of the principal amount of the Note or any interest payable thereon shall not be repaid when due whether on the applicable repayment date, by acceleration or otherwise, such overdue amounts shall bear interest at a rate per annum that is three percent (3%) above the Interest Rate then in effect, from the date of such non-payment until such amount is paid in full (before as well as after judgment) and shall be due immediately.

(c)           Notwithstanding anything hereunder, if either Baja or Kali fails to make available to Purchaser prior to November 16, 2010, a sufficient amount of Baja Inventory and Kali Inventory, as applicable, to satisfy their respective obligations pursuant to the terms of the Purchase Agreement, the Baja Subsisdiary Security Agreement and the Kali Subsidiary Security Agreement (the “Collateral Agreements”), for any reason whatsoever, then, the amount of interest payable by the Company hereunder shall be increased to an interest rate equal to 13.5% per annum, which rate shall remain in effect until Baja and Kali each make available to Purchaser a sufficient amount of inventory to satisfy their respective obligations under the Collateral Agreements.

(d)           Notwithstanding anything hereunder, if the Company fails, for any reason whatsoever, prior to December 16, 2010, to (i) consummate the Baja Acquisition and own 99.984% of the issued and outstanding capital stock of Baja, or (ii) pledge all shares acquired in connection with such acquisition to Purchaser in accordance with such terms set for in the Transaction Documents, then, the amount of interest payable under the Notes shall be increased 50% to an interest rate of 13.5% per annum until such time as the Company shall have fulfilled its obligations set forth under Section 6.2(e) of the Purchase Agreement.

(e)           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 , without penalty or premium, at any time upon two (2) 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 interest) 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.

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7.             ASSURANCES WITH RESPECT OF PURCHASER 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.

8.             SENIOR INDEBTEDNESS.  Subject to Section 17, this Note shall be senior to all other Indebtedness of the Borrower.

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;

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(e)           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;

(f)           either Baja or Kali fails, for any reason whatsoever, to make available to Purchaser prior to December 16, 2010, a sufficient amount of Baja Inventory and Kali Inventory, as applicable, to satisfy their respective obligations pursuant to the terms of the Collateral Agreements;

(g)           the Company fails, for any reason whatsoever, to, prior to January 1, 2011, to (i) consummate the Baja Acquisition and own 99.984% of the issued and outstanding capital stock of Baja, or (ii) pledge all shares acquired in connection with such acquisition to Purchaser in accordance with such terms set for in the Transaction Documents;

(h)           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, 11, 12 and 13 of the Purchase Agreement, the Company Pledge and Security Agreement, the Baja Subsidiary Guarantee Agreement, the Bluefin Subsidiary Guarantee, the Kali Subsidiary Security 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 of ten (10) days after written notice to Borrower of such default; or

(i)            (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,

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then, and in any such event, (1) if such event is an Event of Default specified in subsection (i) above of this Section 9 with respect to Borrower, automatically this Note (with all accrued and unpaid interest 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 holding a majority in original principal amount of the Notes may, by written notice to Borrower, declare the Notes (with all accrued and unpaid interest 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 the rate provided above for overdue principal and interest.

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.

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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.           COUNTERPARTS.  This Note may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute a single agreement.

15.           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.

16.           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.

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17.           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 interest hereon 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:	/s/ Oli Valur Steindorsson
Name: Oli Valur Steindorsson
Title:  Chief Executive Officer
Address:
405 Lexington Avenue
26th Floor, Suite 2640
New York, NY 10174
Facsimile: 212-___-____

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EX-4.4

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.

UMAMI SUSTAINABLE SEAFOOD INC.

SENIOR SECURED BRIDGE NOTE

$2,500,000 New York, New York October 7, 2010

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 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 two million five hundred thousand dollars ($2,500,000.00).  

1.             PURCHASE AGREEMENT.  This Senior Secured Bridge Note (the “Note”) is one of a series of identical notes(except with respect to principal amount and maturity date) (collectively, the “Notes”) purchased under that certain Note and Warrant Purchase Agreement, dated as of October 7, 2010, 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 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) 33% of the issued and outstanding shares of capital stock of Baja Aqua-Farms S.A. de C.V., a Mexican company (“ Baja ”) that is presently owned by Borrower, (ii) all of the shares of capital stock of Bluefin Acquisition Group Inc., a New York corporation and wholly-owned subsidiary of the Company (“ Bluefin ”) presently owned or hereinafter acquired, either directly or indirectly, by the Borrower (which shares shall be released from the pledge in accordance with the terms of the Company Pledge and Security Agreement), (iii) any and all of the Borrower’s inventory, whether presently owned or hereinafter acquired, and any proceeds arising in connection with the sale or disposition of such inventory and (b) guarantees of all of the obligations of Borrower hereunder being made by (i) Baja and (ii) Bluefin; provided, however, that the Borrower and its Subsidiaries have an obligation to further secure the obligations hereunder in accordance with the terms of the Purchase Agreement by pledging a portion (determined in accordance with the terms of the Purchase Agreement) of the Subsidiaries’ inventory, whether presently owned or hereinafter acquired, and any proceeds arising in connection with the sale or disposition of such inventory; provided, further, that, subject to the terms of the Transaction Documents, upon consummation of the Baja Acquisition, the Company shall pledge to Purchaser any and all shares of capital stock of Baja acquired in such acquisition, such that Purchaser is granted a pledge of no less than 99.984% of the issued and outstanding shares of capital stock of Baja.

4.             MATURITY.  This Note shall mature on March 31, 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 interest due and owing under the Note, shall be immediately paid by Borrower.

5.             INTEREST; INTEREST RATE; PAYMENT; ADDITIONAL INTEREST.

(a)           Subject to adjustment pursuant to paragraph 5(c) below, this Note shall bear interest (other than interest accruing as a result of a failure by Borrower to pay any amount within 3 business days of when due as set forth in subparagraph (b) below) at an annual interest rate initially equal to nine percent (9%) per annum on the then outstanding principal balance (the “Interest Rate”).  Interest (other than interest accruing as a result of a failure by Borrower to pay any amount when due as set forth in subparagraph (b) below) shall accrue until all amounts owed under the Note shall be fully repaid, and shall be due and payable monthly in arrears on the last business day of each calendar month following the issuance date. Any accrued and unpaid interest shall be due at the Maturity Date.  Interest shall be calculated on the basis of the actual number of days elapsed over an assumed year consisting of three hundred sixty-five (365) days.

(b)           If all or a portion of the principal amount of the Note or any interest payable thereon shall not be repaid when due whether on the applicable repayment date, by acceleration or otherwise, such overdue amounts shall bear interest at a rate per annum that is three percent (3%) above the Interest Rate then in effect, from the date of such non-payment until such amount is paid in full (before as well as after judgment) and shall be due immediately.   

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(c)           Notwithstanding anything hereunder, if either Baja or Kali fails to make available to Purchaser prior to November 16, 2010, a sufficient amount of Baja Inventory and Kali Inventory, as applicable, to satisfy their respective obligations pursuant to the terms of the Purchase Agreement, the Baja Subsidiary Security Agreement and the Kali Subsidiary Security Agreement (the “Collateral Agreements”), for any reason whatsoever, then, the amount of interest payable by the Company hereunder shall be increased to an interest rate equal to 13.5% per annum, which rate shall remain in effect until Baja and Kali each make available to Purchaser a sufficient amount of inventory to satisfy their respective obligations under the Collateral Agreements.

(d)           Notwithstanding anything hereunder, if the Company fails, for any reason whatsoever, prior to December 16, 2010, to (i) consummate the Baja Acquisition and own 99.984% of the issued and outstanding capital stock of Baja, or (ii) pledge all shares acquired in connection with such acquisition to Purchaser in accordance with such terms set for in the Transaction Documents, then, the amount of interest payable under the Notes shall be increased 50% to an interest rate of 13.5% per annum until such time as the Company shall have fulfilled its obligations set forth under Section 6.2(e) of the Purchase Agreement.

(e)           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 , without penalty or premium, at any time upon two (2) 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 interest) 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.

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7.             ASSURANCES WITH RESPECT OF PURCHASER 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.

8.             SENIOR INDEBTEDNESS.  Subject to Section 17, this Note shall be senior to all other Indebtedness of the Borrower.

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)           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;

(f)           either Baja or Kali fails, for any reason whatsoever, to make available to Purchaser prior to December 16, 2010, a sufficient amount of Baja Inventory and Kali Inventory, as applicable, to satisfy their respective obligations pursuant to the terms of the Collateral Agreements;

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(g)           the Company fails, for any reason whatsoever, to, prior to January 1, 2011, to (i) consummate the Baja Acquisition and own 99.984% of the issued and outstanding capital stock of Baja, or (ii) pledge all shares acquired in connection with such acquisition to Purchaser in accordance with such terms set for in the Transaction Documents;

(h)           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, 11, 12 and 13 of the Purchase Agreement, the Company Pledge and Security Agreement, the Baja Subsidiary Guarantee Agreement, the Bluefin Subsidiary Guarantee, the Kali Subsidiary Security 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 of ten (10) days after written notice to Borrower of such default; or

(i)           (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 (i) above of this Section 9 with respect to Borrower, automatically this Note (with all accrued and unpaid interest 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 holding a majority in original principal amount of the Notes may, by written notice to Borrower, declare the Notes (with all accrued and unpaid interest 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 the rate provided above for overdue principal and interest.

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.

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14.             COUNTERPARTS.  This Note may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute a single agreement.

15.             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.

16.             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.

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17.             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 interest hereon 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:	/s/ Oli Valur Steindorsson
Name: Oli Valur Steindorsson
Title:  President and Chief Executive Officer
Address:
405 Lexington Avenue
26th Floor, Suite 2640
New York, NY 10174
Facsimile: 212 -___-____

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EX-4.6

CREDIT FACILITY

USD 15.000.000

LOAN AGREEMENT

Between

Umami Sustainable Seafood Inc.

as Borrower

and

Atlantis Group hf.

as Lender

CONTENTS

Clause		Page
1	DEFINITIONS AND INTERPRETATION	2
2	THE FACILITY	4
3	Purpose	5
4	Conditions of Utilisation	5
5	Utilisation – (Draw down request)	6
6	Repayment	7
7	Prepayment	7
8	Interest	8
9	Interest Periods	9
10	TAXES	9
11	Increased costs	10
12	Other indemnities	10
13	Mitigation by the Lender	11
14	Costs and expenses	11
15	Guarantee and indemnity	11
16	Representations AND WARRANTIES	12
17	Information undertakings	13
18	NEGATIVE undertakings	15
19	Events of Default	18
20	ASSIGNMENTS AND SUBSTITUTION	20
21	Changes to the Borrower	20
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	23
29	Counterparts	23
30	Governing law	24
31	Enforcement	24
SCHEDULE 1		26
SCHEDULE 2		30
SCHEDULE 3		31

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WHERERAS The Lender has agreed to extend the Borrower a line of credit in the form of this 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 effective as of June 30, 2010 and made between:

(1) Umami Sustainable Seafood Inc.  ( the“Borrower” or “Umami” ); 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:

“Acquisition Target“ means the US and Mexican firm Oceanic Enterprises and Baja Aqua Farms S.A. de C.V.  on which the Lender has for the benefit of the Borrower signed a LOI on terms and conditions for acquisition.

"AG" means Atlantis Group hf.

“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 31, 2010.

"Business Day" means a day on which banks are open in Reykjavik and in relation to other currencies, the Relevant Interbank Market.

“Charging Companies” means Umami, Kali Tuna, Kali Tuna Trogvina, R.O.H.U, MB Lubin,   and  other entities submitting security for this agreement

“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, licenses, 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.

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"Event of Default" means any event or circumstance specified as such in Clause 19 (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.

“Facility A” means the term loan facility made available under this Agreement for up to USD 9,900,000 as described in paragraph (a) of Clause 2 (he Facility).

“Facility A Loan” means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan.

“FacilityB” means the term loan facility made available under this Agreement for up to USD 5,100,000 as described in paragraph (b) of Clause 2 (The Facility) the utilization of Facility B being subject to acquisition of the Acquisition Target

“Facility BLoan” means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan.

"Final Repayment Date" means December 31, 2010

"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 debenture in the Form of Schedule [3] (Form of Note).

"Obligor" means a Borrower

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"Party" means a party to this Agreement.

"Parent" means the Borrower as defined in the preamble of this Agreement.

"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 19 (Events of Default), an Event of Default.

"Reference Banks" means Kaupthing banki hf., and Landsbanki hf. or such other banks as may be appointed by the Lender in consultation with the Borrower.

"Security Documents" means the security documents granted to the Lender as to grant him security for repayment of the loan granted under the Credit Facility Agreement.

"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 an utilisation of the Facility.

"Utilisation Date" means the date of an 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 makes available to the Borrower an USD term loan facility in an aggregate amount of USD 15.000.000.00.   Drawdown on this facility is subject to terms defined in this Agreement.  The Facility is split up in two sub facilities;

(a) a loan facility in the aggregate amount of USD 9,900,000,  nine million and nine hundred USD  (the "Term A Loan Facility" and

a term loan facility in the aggregate amount of up to USD 5,100,000, five million and one hundred thousand USD (the "Term B Loan Facility"),.

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3 PURPOSE

The amounts borrowed under this Agreement shall be applied to satisfy the Borrowers needs for funds to finance operations of any Group Company as regards loan granted under Term A Loan Facility and to finance the Borrowers acquisition of 1/3 of the shares of the Target Company as regards loans granted under Term B Loan Facility.

4 CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

a)		The Borrower acknowledges that this Credit Facility is extended to him by the Lender on the basis of current relations between the parties, i.e. that the Lender is holding more than 50% of the shares of the Borrower and is further handling the sale of his products according to a separate Agreement thereof.
b)		It is understood by the parties that the Borrower is to seek a full financing of his operation and investments with other means than by a line of credit extended by Lender.
c)		The Borrower may not deliver an Utilisation Request unless the Lender has received  or waived  its right to receive
	(i)		Security in the form of pledge of biomass, shares in the Borrowers subsidiaries or of fixed assets, all subject to acceptance by the Lender.
	(ii)		Weekly cash flow or monthly statement for the Borrower for all of his Tuna farming operations.
	(iii)		Monthly estimate of inventory
	(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.

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.c 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 cash flow statement from the Lender showing the need for 7.3 million USD financing for the current operation and 7.7 million USD to facilitate the intended acquisition of the Target Companies.  The Lender is also fully informed on all financial issues regarding the current operation at Kali Tuna.  He is 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.

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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 retains his undisputable right to decide whether he regards the conditions for a utilisation request is met and is not to be held liable in any way, should he decide to decline such an request.
(c)	In case the Lender declines to facilitate a utilisation request, he 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:
	(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).
	(iv)		unless the payment instruction is given to a bank account held by the Lender.

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

The Borrower acknowledges that:

(a)	the Note is intended to evidence its indebtedness under this Agreement;
(b)	the 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;
(d)	the Note signed by the Borrower shall be deemed to have been issued by and on behalf of the Borrower from time to time;
(e)	upon the making of the first Loan to the Borrower under this Agreement, the Lender shall be entitled to the Note in accordance with this Agreement.

Upon payment in full of all amounts outstanding under the Facilities and those Facilities having been cancelled in full the Lender shall promptly return the Note to the Borrower.

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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 facility A.  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.  Note corresponding to loan granted under Facility B shall be issued on the date of signing of the Debt Assumption Agreement to be entered into on as a integrated part of the Borrower’s  Acquisition of  Target Company

6 REPAYMENT

6.1 Repayment of Loans

(a)	This Loan Facility Agreement is valid until December 31, 2010 which is the final repayment day.
(b)	The Borrower commits himself to utilise any cash that it will raise after the signing of this agreement, may it be by borrowing or from the proceeds from sale of shares of the Borrower under the terms of the offering, to pay the outstanding debt under this Credit facility to the Lender.
(c)	For the avoidance of doubt, any amounts then outstanding under the terms of this Agreement shall be repaid on the Final Repayment Date.

6.2 Re-borrowing

The Lender retains the right up on his sole discretion at the request of the Borrower to extent 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 any material part 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;

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(ii)	the Lender shall not be obliged to fund an Utilisation; 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 a Group Company; or
	2			appoint or remove all, or the majority, of the directors or other equivalent officers of a Group Company; or
	3			give directions with respect to the operating and financial policies of the Group Company, which the directors or other equivalent officers of a Group Company are obliged to comply with; or
(ii)		the holding of more than one-half of the issued share capital of a Group Company (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 a Group Company, to obtain or consolidate control of a Group Company.

7.3 Voluntary prepayment of Loans

(a)		The Borrower may prepay all or only part of the Loan 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 12.1 (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

The rate of interest on each Loan for each Interest Period is 1% pr. month.

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8.2 Payment of interest

The Borrower shall accrued interest on each Loan under this Agreement and under the Note on each Interest Payment Date.  The Borrower may elect to fund the interest by borrowing against the line of credit if there are remaining amounts left to borrow under the note, up to the amount remaining.  For the avoidance of doubt, interest and default interest shall only be payable once, and any payment shall be deemed to be under the Note and such payment shall also discharge such corresponding obligation under this Agreement, provided that if interest and default interest is not capable of being paid under the Note, such obligation shall remain and subsist under this Agreement.

8.3 Default interest

In the event an Obligor fails to pay any principal, interest or any other amount due and payable hereunder, the Obligor shall pay interest (“Default Interest”) on such amount from the due date until payment is received by the Lender at the rate of 5% (five per cent) per annum above the interest rate in accordance with clause 8.1. The Default Interest will be compounded at the end of a funding period the length of which will be determined by the Lender at its sole discretion.  For the avoidance of doubt, interest and default interest shall only be payable once, and any payment shall be deemed to be under the Note and such payment shall also discharge such corresponding obligation under this Agreement, provided that if interest and default interest is not capable of being paid under the Note, such obligation shall remain and subsist under this Agreement.

9 INTEREST PERIODS

9.1 Interest Periods

(a)	Each Interest Period (except the first one) shall be of one month duration.
(b)	The first Interest Period shall commence on the date the Utilization Date Loan and end on the last day of each month.

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 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.

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11 INCREASED COSTS

11.1 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 made after the date of this Agreement;

and which is generally borne by other borrowers of the Lender.

11.2 Increased Cost claims

If the Lender intends to make a claim pursuant to Clause 11.1 (Increased costs), the Lender shall promptly notify the Borrowers.

11.3 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.

12 OTHER INDEMNITIES

12.1 Miscellaneous indemnities

(a) The Borrower shall indemnify on demand the Lender against any funding or other 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 13.1 (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

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12.2 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 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.

13 MITIGATION BY THE LENDER

13.1 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.

13.2 Limitation of liability

The Lender is not obliged to take any steps under Clause 13.1 (Mitigation) if, in the opinion of the Lender (acting reasonably), to do so might be prejudicial to it.

14 COSTS AND EXPENSES

14.1 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.

14.2 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.

15 GUARANTEE AND INDEMNITY

15.1 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.

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15.2 Appropriations

Until all amounts which may be or 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:

(a) 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).

16 REPRESENTATIONS AND WARRANTIES

16.1 Representations and Warranties

The  Borrower for itself and each the Group Companies that on the date of this Agreement and on the dates and to the extent specified in Clause 16.2 (Repetition) that:

(a) Status: (in case of the Borrower) each Group Company is a US Corporation or a limited liability company duly incorporated, 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;

(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:  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;

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(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;

(k) in respect of those Finance Documents subject to the law in respect of a particular jurisdiction (other than Icelandic law), the choice of that law as the governing law of those Finance Documents will be recognised and enforced in the relevant jurisdiction of those Finance Documents and any judgment obtained in the jurisdiction of such law will be recognised and enforced in the relevant jurisdiction of those Finance Documents;

(l) notwithstanding the foregoing, in respect of those Finance Documents expressed to be governed by Icelandic law the choice of Icelandic law as the governing law of those Finance Documents will be recognised and enforced in all relevant jurisdictions and any judgment obtained in relation to a Finance Document subject to Icelandic law will be recognised and enforced in all relevant jurisdictions;

16.2 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)

17 INFORMATION UNDERTAKINGS

The Borrower shall and shall procure that each other Group Company shall, except with the Lender's prior consent:

(a) Borrowers information.   The Lender is fully knowledgeable of all current processes at Kali Tuna 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 in 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.

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(b) 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.

(c) Budget: Deliver to the Lender up on request and then not later than 30 days before the start of each financial year of the Lender, 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.

(d) 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) management accounts of the Group for each month and cumulative management accounts of the Group for each month from the beginning of each financial year accounts within 14 days after the end of the period to which such statements relate.

(iii) consolidated quarterly financial statements for the Group for the period ending every three months, within 45 days after the end of the period to which such statements relate, in a form consistent with the management accounts and also to include:

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.

(e) 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.

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(f)		"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.

18 NEGATIVE 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; and
(iii)	take all actions necessary to, in every sense maintain, preserve, protect and defend the security interest granted under the Security Documents so long as the security is not already being used for some other obligation;

(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 for 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, 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;

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(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 willful deceit on the part of the insured Group Company;

(e) Maintenance of licences: Protect and maintain (and take no action which could foreseeably 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;

(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 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;

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(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;
(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 [50,000] (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 US corporations or limited liability corporations, duly incorporated 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;

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(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 discontiniouation 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.

19 EVENTS OF DEFAULT

19.1 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, as long as the Lender is not causing the default of the Borrower:

(a) Non-payment: Failure by a Borrower to pay promptly and for value on the due date any sum whatsoever due for payment by a 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:  the cessation by the Borrower of its operations or the sale or other disposition of all or a substantial portion of its assets, or a decision by the Borrower to cease its operations or to sell or otherwise dispose of all or a substantial portion of its assets; or

(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 made 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 undertakings, assets, rights or revenues of a Group Company and is not discharged within fourteen days, unless in each case the same is being contested in good faith by appropriate proceedings; or

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(g) Insolvency; compositions:  any Group Company stops or suspends payment of any of its indebtedness or is unable or admits inability to pay any of its indebtedness as it falls due 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 so long as such insolvency is not caused by Lender’s inability to fund under this agreement; or

(h) Bankruptcyorinsolvency proceedings:  any Group Company 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: if any person or group of persons acting in concert gains control of the Borrower or any Group Company (for the purposes hereof "control" shall have the same meaning as in clause 7.2.(b); or

(j) Material adverse change:  any event or series of events occurs which, in the reasonable opinion of the Lender, might have a material adverse effect on the condition, operations, assets, liabilities and prospects of a Borrower or a Group Company or on the ability of a Borrower or a Group Company to comply with its obligations under the Financial Documents.

(k) 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.

(l) Audit qualification: The auditors of any Group Company qualify their report to any audited accounts of the relevant Group Company;

(m) 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;

(n) Litigation: Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced or threatened in relation to the Transaction Documents or transaction contemplated in the Transaction Documents or against any member of the Group or its assets which has or is reasonably likely to have a Material Adverse Effect;

(o) 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 looses its fishing license or it becomes illegal for a Fishing Vessel to fish in accordance with Croatian laws.

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19.2 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 unborrowed 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.

20 ASSIGNMENTS AND SUBSTITUTION

20.1 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.

20.2 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.

20.3 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.

20.4 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.

21 CHANGES TO THE BORROWER

21.1 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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22 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.

23 PAYMENT MECHANICS

23.1 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.

23.2 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.

23.3 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.

23.4 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 Borrrower 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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24 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.

25 NOTICES

25.1 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.

25.2 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:	Lender:
Umami Sustainable Seafood Inc.	Atlantis Group hf.
405 Lexington Ave, Suite 2640	Attn: Óli Valur Steindórsson
New York, NY 10174	Storhofda 15
	110 Reykjavik
	Iceland

25.3 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.

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.

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(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).

26 CALCULATIONS AND CERTIFICATES

26.1 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.

26.2 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.

26.3 Day count convention

Interest shall accrue from day to day and be calculated on the basis of the actual number of days elapsed and a 360 day year in respect of all fees and interest due in USD. In determining the number of days in a period, the first day shall be included but not the last.

27 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.

28 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.

28.1 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.

29 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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30 GOVERNING LAW

This Agreement is governed by Icelandic law.

31 ENFORCEMENT

31.1 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;

(a) 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.

IN WITNESS OF THE ABOVE, the representatives of the Parties have signed this Agreement in the presence of witnesses.

Done in Reykjavik on the September 23, 2010 effective as of June 30, 2010

AS WITNESS the hands of the parties the day and year first above written.

THE BORROWER

Umami Sustainable Seafood Inc.

Address:

405 Lexington Ave, Suite 2640

New York, NY 10174

Fax number:  917-368-8005

Attention: Dan Zang

By: Dan Zang

/s/ Dan Zang

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THE LENDER

Atlantis Group  HF..

Address:

Storhofdi 15

110 Reykjavik

Fax no.  +354 515 7309

Attention: Mr. Maron Kristofersson

By Maron Kristofersson

/s/ Maron Kristofersson

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SCHEDULE 1

DEBT ASSUMPTION AGREEMENT

ThisDEBT ASSUMPTION AGREEMENT  (this “Agreement”) made as of the last date set forth on the signature page hereof”) in the year 2010 by and between:

(1) Atlantis GroupLtd,  an Icelandic Corporation with its principal place of business at Storhofda 15, 110, Reykjavík, Iceland, CPR nr. 700805-1580  (“the Lender”)and

(2) Umami Sustainable Seafood Inc ., a Nevada corporation having its offices at 405 Lexington Ave, Suite 2640, New York, NY 10174  (“the Debtor”)

The Lender and  the Debtor are hereinafter referred to collectively as the “Parties” and individually as a “Party”.

WITNESSETH:

WHEREAS,  the Lender is holding controlling interests in the Debtor; and

WHEREAS the Debtor has identified the Mexican Tuna fishing and farming company Baja Acqua Farms S.A. de C.V. as a target for acquisition (the “Target”) ; and

WHEREAS the Lender has provided the Target with loans during the period of April 2010 to August 2010 in the aggregated amount of USD $5,100,000.

WHEREAS the Debtor wishes to assume this loan and to enter assume the rights of the Lender to purchase 1/3 of the share capital of the Target for purchase price of USD eight million together with the right pursuant a Call Option Agreement to purchase the bulk of remaining shares in the Target; and

WHEREAS the Lender is willing to facilitate those transactions in order to grant the Debtor a clear right to purchase the Target in exchange for a debt assumption of the said claim against the Target.

NOW, THEREFORE, in consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows:

I. Debt assumption –

1.           The Parties herby Agree that the Debtor, Umami Sustainable Seafood Inc ., is herby assuming the payment obligation of Baja Acqua Farms S.A. de C.V towards the Lender in the amount of $5,100,000 USD and acquires at the same time all the right attached to the claim against the Target.

The Debtor shall be held fully liable for the repayment of this amount, regardless that the Lender does hold the Target jointly liable for the repayment until he claim is fully paid.

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II Remuniation - repayment

2. The Parties agree that the Debtor is assuming the said debt and is hereby having the corresponding claim assigned and transferred to him in exchange for a Request for utilisation of the Credit Facility extended to him according to the Agreement thereof by the Lender in the corresponding Amount of $5,100,000 USD.

The Lender is hereby granting this request  and  the Loan of the same amount is defined as Term B Loan Facility as referred to in Art. 2 (b) of the Loan Agreement.

IV. REPRESENTATIONS BY the Debtor, here referred to as the “company”

The Debtor hereby represents and warrants to the Lender that:

4.1           The Debtor is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has full corporate power and authority to conduct its business.  The Company is not in violation of any of the provisions of its Articles of Incorporation, by-laws or other organizational or charter documents including, but not limited to, all documents setting forth and/or establishing the terms, rights, conditions and/or limitations of any of the Company’s stock (the “Internal Documents”).  The Debtor is duly qualified to conduct business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary.

4.2           The Debtor has all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.  All corporate action on the part of the Company and its directors necessary for the authorization execution, delivery and performance of this Agreement by the Company documents and the performance of the Company’s obligations hereunder has been taken.  This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy.  

V. MISCELLANEOUS

5.1  Any notice or communication made in relation to this Agreement or any document sent in relation to this Agreement or the performance thereunder shall be in writing in the English language and shall be deemed given when (i) personally delivered or sent by a reputable courier service, (ii) sent by registered mail, postage prepaid, and received, or (iii) transmitted by facsimile transmission, in any case addressed to the Party to whom it is to be given at the following address or at such other address as the Party to whom such notice is to be given shall have last notified the other Party in accordance with the provisions of this Article:

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THE BORROWER

Umami Sustainable Seafood Inc.

Address:

405 Lexington Ave, Suite 2640

New York, NY 10174

Fax number:  917-368-8005

Attention: Dan Zang

By: Dan Zang

THE LENDER

Atlantis Group  HF..

Address:

Storhofdi 15

110 Reykjavik

Fax no.  +354 515 7309

Attention: Mr. Oli Valur Steindorsson

By Oli Valur Steindorsson

5.2       All of the representations and warranties contained in this Subscription Agreement shall survive execution and delivery of this Subscription Agreement and the undersigned’s investment in the Company.

5.3       The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

5.4       This Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together constitute one and the same instrument.

5.5       Nothing in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement.

5.6.      This Agreement  shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the Republic of Iceland,   without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdictions other than the Republic of Iceland.  

Any dispute which is not settled between the parties shall be subject to the ruling of the District Court of Reykjavik, Iceland

5.7.      This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement, and supersedes all prior discussions, agreements and understandings between the Parties with respect to such subject. There are no unwritten oral agreements between the Parties. No amendment or modification of this Agreement shall be binding on the Parties unless made in writing expressly referring to this Agreement and signed by an authorized representative of each.

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5.8 This Agreement takes effects and enters into force when signed by duly registered representatives and stamped by dully registered company stamp of each party.

(Signature Pages to Follow)

IN WITNESS WHEREOF , the undersigned have executed this Debt Assumption Agreement on September 22, 2010 effective as of  July 1, 2010.

Umami Sustainable Seafood Inc.
By:	/s/ Daniel Zang
Atlantis Group Ltd
By:	/s/ Maron Kristofersson

Thorarinn V. Thorarinsson

Attorney-of-fact

/s/ Thorarinn Thorarinsson

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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.

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SCHEDULE 3

FORM OF NOTE

Note issued to Atlantis Group hf as Lender as defined in the Facility Agreement referred to below:

Terms defined in the Facility Agreement dated [#] 2010(as amended and restated from time to time) and made between Umami Sustainable Seafood Inc ., (as Borrower), Atlantis Group hf (as Lender) (the "Facility Agreement") have the same meaning in this debenture unless otherwise defined in the debenture.

Umami Sustainable Seafood Inc., a Nevada corporation having its offices at 405 Lexington Ave, Suite 2640, New York, NY 10174 (acknowledges from time to time that:

1 it is indebted to each Lender for such amounts in respect of principal due to it from time to time in accordance with the Facility Agreement;

2 amounts outstanding are payable in accordance with the Facility Agreement and bear interest under the debenture (including default interest under clause [8.3] of the Facility Agreement) at the rate, and are payable as, set out in the Facility Agreement, the provisions of which to the extent necessary, are taken to be incorporated by reference in this debenture;

3 all payments under this debenture must be made at the time and place and in the amount, currency and manner provided in the Facility Agreement; and

4 this Note is a Finance Document and may not be amended or varied without the consent of the Lender.

5 this Note shall be governed by Icelandic law.

Dated [***]

SIGNED BY

For and on behalf of Umami Sustainable Seafood Inc .,

………………………………..

Signature

………………………………..

Print name

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EX-4.7

AMENDMENT NO. 1

TO

LOAN AGREEMENT

THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (as amended, restated or supplemented from time to time, this “Amendment”) is entered into as of September 30, 2010, by and among UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation (“Borrower”), and Atlantis Group hf, a company formed under the laws of the republic of Iceland (“Lender”).

BACKGROUND

Borrower and Lender are parties to a Loan Agreement dated as of June 30, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) pursuant to which Lender provide Borrower with certain financial accommodations.

Borrower has requested that Lender amend the Loan Agreement and Lender is willing to do so on the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of any grant of credit heretofore or hereafter made to or for the account of Borrower by Lender, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.       Definitions.  All capitalized terms not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

2.       Amendment to Loan Agreement.  The Loan Agreement is hereby amended as follows:

(a)          The defined term “Final Repayment Date set forth in Section 1.1 is amended in its entirety to provide as follows:

“Final Repayment Date” means June 30, 2012.

(b)          Section 6.1(a) of the Loan Agreement is amended in its entirety to provide as follows:

“(a)         This Loan Facility Agreement is valid until June 30, 2012, which is the final repayment day.”

(c)          Section 4.1(c)(i) is amended in its entirety to provide as follows:

“(i)           Security in the for of pledge of biomass, shares in the Borrower’s subsidiaries or of fixed assets, all subject to acceptance by Lender, provided, however, that Borrower shall not be required to grant a security interest on any assets which have been or are to be pledged to UTA Capital LLC or Seaside 88, LP or any of their affiliates.”

(d)          Section 6.1(b) of the Loan Agreement is amended in its entirety to provide as follows:

1

“(b)         Subject to the terms of a subordination agreement dated as of September 30, 2010 between Lender and UTA Capital LLC (the “Subordination Agreement”), the Borrower commits himself to utilise any cash that it will raise after the signing of this agreement, may it be by borrowing or from the proceeds from sale of shares of the Borrower under the terms of the offering, to pay the outstanding debt under this Credit facility to the Lender.”

(e)          Section 7.3 is amended by adding the following clause (d) at the end thereof:

“(d)         Any prepayment under this Section 7.3 shall be subject to the terms of the Subordination Agreement.”

(f)           Section 18(c) is amended in its entirety to provide as follows:

“(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 for indebtedness ranking equally or entitled to priority by operation of law or the Senior Debt (as defined in the Subordination Agreement));”

3.     Representations and Warranties.  Borrower hereby represents and warrants that to the best of Borrowers’ knowledge, no Event of Default has occurred and is continuing or would exist after giving effect to this Amendment.

4.     Effect on the Loan Agreement.

(a)   Each reference in the Loan Agreement, as applicable, to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Loan Agreement, as amended hereby.

(b)   Except as specifically amended herein, the Loan Agreement, and all other documents, instruments and agreements executed and/or delivered in connection therewith, shall remain in full force and effect, and are hereby ratified and confirmed.

(c)   Except as specifically provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Lender, nor constitute a waiver of any provision of the Loan Agreement or any other documents, instruments or agreements executed and/or delivered under or in connection therewith.

5.     Governing Law.  This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall be governed by and construed in accordance with the laws of Iceland.

6.     Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

7.     Counterparts; Facsimile.  This Amendment may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement.  Any signature delivered by a party by facsimile or electronic mail transmission shall be deemed to be an original signature hereto.

2

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written above.

UMAMI SUSTAINABLE SEAFOOD INC.
By:	/s/ Oli Valur Steindorsson
	Name: Oli Valur Steindorsson
	Title: Chief Executive Officer
ATLANTIS GROUP hf.
By:	/s/ Maron Kristofersson
Name:
Title

3

EX-4.8

EXECUTION COPY

COMPANY PLEDGE AND SECURITY AGREEMENT

(By Umami Sustainable Seafood Inc., relating to the Equity Interests and the Inventory (as each such term is defined herein) and any proceeds arising in connection with the sale or disposition of such Equity Interests and Inventory.  The parties hereto acknowledge that as of date of this Agreement, the Company does not directly own Inventory and the terms of this Agreement are intended to cover such Inventory that is acquired by the Company at any time following the date hereof)

This COMPANY PLEDGE AND SECURITY AGREEMENT (as amended, restated or otherwise modified from time to time, this “Agreement”) is entered into as of October 7, 2010, by and between Umami Sustainable Seafood Inc., a Nevada corporation, trading on the OTC Bulletin Board under the symbol “UMAM” (the “Pledgor,” or the “Company”) and UTA Capital LLC, a Delaware limited liability company (the “Pledgee”).

RECITALS

WHEREAS, pursuant to that certain Note and Warrant Purchase Agreement, dated as of October 7, 2010 (as amended, restated or otherwise modified from time to time, the “Purchase Agreement”), by and among the Company and the Pledgee, the Company has requested that the Pledgee make a loan or loans available to the Company in the aggregate principal amount of up to $5,625,000, and the Pledgee has agreed to make such loans available to the Company as set forth in the Purchase Agreement;

WHEREAS, the borrowings under the Purchase Agreement by the Pledgor will confer direct economic benefit upon the Pledgor; and

WHEREAS, in order to induce the Pledgee 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 Pledgee, 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 following terms which are defined in the Uniform Commercial Code in effect in the State of New York on the date hereof (the “UCC”) are used herein as so defined:  Inventory and Proceeds.

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 Pledgee 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)             Bluefin Equity Interests . All of the shares of capital stock of Bluefin Acquisition Group Inc., a New York corporation and wholly-owned subsidiary of the Company (“Bluefin”) presently owned or hereinafter acquired, either directly or indirectly, by the Company, representing 100% of the issued and outstanding shares of capital stock of Bluefin (the “Equity Interests”).

(b)             Pledgor’s Inventory and Proceeds. All of the Pledgor’s inventory, whether now owned or existing or whether owned, acquired, or arising hereafter (collectively, the “Inventory”) and all proceeds and products arising from the sale or disposition of such Inventory, however and whenever acquired and in whatever form.

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 the Pledgor to the Pledgee under the Purchase Agreement and the Transaction Documents, and (c)  all other obligations and liabilities of the Pledgor to the Pledgee 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 the Pledgor under Title 11, United States Code, including, without limitation, obligations of 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 the Pledgee or their designee (i) all certificates and instruments constituting the Equity Interests presently owned by the Pledgor and (ii) promptly upon the receipt by the Pledgor, all certificates and instruments constituting the Equity Interests that are hereinafter received, whether directly or indirectly, by the Pledgor.  Prior to delivery to the 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 the 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 the Pledgee, shall segregate it from the Pledgor’s other property and shall promptly deliver it to the 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 Pledgee as Collateral and as further collateral security for the Secured Obligations.

(c)             Financing Statements.  The Pledgor authorizes the Pledgee to file such UCC (as defined in Section 1 above) or other applicable financing statements, as may be reasonably requested by the Pledgee 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 Pledgee 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 Pledgee and shall forthwith be paid to the Pledgee 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 Pledgee 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 Pledgee 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.

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6.             Representations and Warranties.  The Pledgor hereby represents and warrants to the Pledgee that as of the date hereof:

(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.  All other shares of stock or membership or partnership interests constituting Collateral will be duly authorized and validly issued, fully paid and nonassessable and 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 Liens permitted by the Purchase Agreement.  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 of securities and the UCC or other relevant law in the applicable jurisdiction, the exercise by the Pledgee of its 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 Pledgee of its rights and remedies hereunder (except as may be required by laws affecting the offering and sale 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 Pledgee in the Collateral, under the UCC.  The taking possession by the Pledgee of the certificates representing the Equity Interests will perfect and establish the first priority of the Pledgee’s Security Interest in the Equity Interests.  The filing of the financing statements with the Secretary of State of Nevada with respect to the Inventory will perfect and establish the first priority of the Pledgee’s security interest in the Inventory, to the extent Pledgor has or may acquire rights in such Inventory.  Except as set forth in this Section 6(e), no action is necessary to perfect or otherwise protect the Pledgee’s 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 Pledgee in accordance with the terms of this Agreement;

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(h)             Transfer Restrictions.  There are no provisions contained in the certificate of incorporation or by-laws (or equivalent organizational documents) of the Pledgor or Bluefin, 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;

(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 Pledgee 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 Bluefin to mark its books and records) to reflect the Security Interest granted to the Pledgee pursuant to this Agreement and the other Documents, including entering particulars of the share pledge in the share register of Bluefin.

(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 the 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 Bluefin 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 Bluefin’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 Pledgee 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 Pledgee that the Pledgee has obtained a first priority perfected Security Interest in the Equity Interests and the Inventory); (ii) enable the Pledgee to exercise and enforce hereunder with respect to its rights and remedies relating to the Collateral; and (iii) otherwise effect the purposes of this Agreement, including, without limitation and if requested by the Pledgee, (A) delivering to the Pledgee irrevocable proxies with respect to the Collateral, which irrevocable proxies will be strictly and only used for the purpose of allowing the Pledgee to perfect and protect the Security Interest granted or purported to be granted hereby or to enable the Pledgee 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 Pledgee 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 Pledgee 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 Pledgee or (ii) that in any way adversely affects the perfection of the Security Interest of the Pledgee 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 Accounts and Contract 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 Pledgee any cash dividends or distributions received in respect of the Equity Interests or any payments received with respect to the sale and disposition of the Inventory, and all such amounts shall be immediately utilized by the Pledgee to repay the Notes and other obligations of the Pledgor to the Pledgee.

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8.             Advances by the Pledgee. Upon the occurrence and during the continuance of an Event of Default (after giving effect to all applicable notice and cure rights), the Pledgee may, at its sole option and in its sole discretion, take all such action as it deems appropriate and in so doing may expend such sums as the Pledgee 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 Pledgee 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 Pledgee 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 Pledgee 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 Pledgee 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 Pledgee 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.

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(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 Pledgee 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 Pledgee 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 Pledgee 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 Pledgee shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given.  The Pledgee 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 Pledgee 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 Pledgee hereunder, whether upon sale of the Collateral or any part thereof or otherwise, shall be held by the Pledgee and applied by it as provided in Section 15 hereof.  No failure or delay on the part of the Pledgee 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 Pledgee 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 15 hereof.  The Pledgee may exercise its 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, Pledgee 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.

(c)             Private Sale.  The Pledgor recognizes that the Pledgee 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 Inventory or the Equity Interests constituting the Collateral and that the Pledgee 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 that the Pledgee 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 of 1933, as amended.  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 of 1933, as amended, and the Pledgee may, in such event, bid for the purchase of such securities.

(d)             Retention of Collateral.  Without limiting the application of, and Pledgee’s 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 Pledgee 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 Pledgee shall have provided such notices, however, the Pledgee shall not be deemed to have retained the Collateral in satisfaction of any Secured Obligations for any reason.

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11.           Release of Collateral.

(a)            The Pledgee 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.

(b)            Notwithstanding anything to the contrary in this Agreement, provided there is not a continuing Event of Default by the Company or the Subsidiaries under any of the Transaction Documents, immediately following: (i) the Company’s consummation of the Baja Acquisition and the Company’s pledge to Purchaser of all shares of capital stock of Baja acquired in connection with such acquisition, such that Purchaser is granted a pledge of no less than 99.984% of the issued and outstanding shares of capital stock of Baja and (ii) the execution by the Subsidiaries and the delivery to Purchaser of the Collateral Agreements and the performance by the Subsidiaries of their respective closing obligations set forth therein, Purchaser shall immediately release all security interests in the Equity Interests pledged to Purchaser hereunder.

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 Pledgee’s 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 Pledgee 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 Pledgee in exercising any power of sale, option or other right or remedy hereunder, and no failure by the Pledgee to give notice or make demand, shall constitute a waiver thereof, or limit, impair or prejudice the Pledgee’s 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 Pledgee 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 Pledgee under this Agreement or with respect to any of the Secured Obligations.

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15.           Rights of the Pledgee.

(a)             Power of Attorney.  The Pledgor hereby designates and appoints the Pledgee and each of its 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 Pledgee 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 Pledgee may deem reasonably appropriate;

(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 Pledgee or as the Pledgee 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 Pledgee 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 Pledgee 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 Pledgee may determine;

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(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 Pledgee 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 Pledgee 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 Pledgee 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 Pledgee in this Agreement, and shall not be liable for any failure to do so or any delay in doing so.  The Pledgee 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 Pledgee solely to protect, preserve and realize upon its security interest in Collateral.

(b)             Performance by the Pledgee of the Pledgor’s Obligations.  If the Pledgor fails to perform any agreement or obligation contained herein, the Pledgee itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Pledgee incurred in connection therewith shall be payable by the Pledgor pursuant to Section 8 hereof.

(c)             Assignment by the Pledgee.  The Pledgee 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 Pledgee under this Agreement in relation thereto.

(d)             The Pledgee’s Duty of Care.  Other than the exercise of reasonable care to assure the safe custody of the Collateral while being held by the Pledgee hereunder, the Pledgee 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 Pledgee shall be relieved of all responsibility for the Collateral upon surrendering it or tendering the surrender of it to the Pledgor.  The Pledgee 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 Pledgee accords its 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 Pledgee 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 Pledgee 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.

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(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 Pledgee which shall then have the sole right to exercise such voting and other consensual rights.

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 Pledgee (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 Pledgee employs 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 Pledgee, 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 Pledgee 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 Pledgee in defending and enforcing such reinstatement shall be deemed to be included as a part of the Secured Obligations.

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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 Pledgee hereunder, to the Pledgee and its 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 Pledgee.  To the fullest extent permitted by law, the Pledgor hereby releases the Pledgee and its 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 Pledgee.

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 OTHER DOCUMENTS 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.

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(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 PLEDGEE, 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 PLEDGEE 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 PLEDGEE.  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.

(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 PLEDGEE 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 Pledgee, (ii) delivering supplements to such exhibits and annexes to such Documents as the Pledgee 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 Pledgee and with all documents and actions required above to be taken to the reasonable satisfaction of the Pledgee.

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.

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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 Pledgee 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 Pledgee has the right, in its sole discretion, to determine which rights, Liens or remedies the Pledgee 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 Pledgee’ rights or the Secured Obligations under this Agreement or under any other of the Documents.

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), Pledgee’s rights under this Agreement, and the Security Interest created hereby and under the other Documents, shall terminate and Pledgee 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 Pledgee’s 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.

[ Remainder of page intentionally left blank .]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first written above.

PLEDGOR:
UMAMI SUSTAINABLE SEAFOOD INC.,
By:		/s/ Oli Valur Steindorsson
	Name: Oli Valur Steindorsson
	Title: President and Chief Executive Officer
PLEDGEE:
UTA CAPITAL LLC
By YZT Management LLC, Managing Member
		/s/ Udi Toledano
		By Udi Toledano, Managing Member

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EXECUTION COPY

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.

Umami Sustainable Seafood Inc.
By:
	Name:
	Title:

EXECUTION COPY

EXHIBIT 2

FORM OF CONTROL ACKNOWLEDGMENT

Reference is hereby made to that certain Company Pledge and Security Agreement, dated as of October 7, 2010 (as amended, restated, modified and/or supplemented from time to time, the “Pledge Agreement”), by and between Umami Sustainable Seafood Inc., a Nevada corporation (the “Pledgor,” or the “Company”) and UTA Capital LLC, a Delaware limited liability company (the “Pledgee”).  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Pledge Agreement.

Bluefin Acquisition Group Inc., a subsidiary of the Company (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 now and hereafter owned by the Pledgor are subject to a pledge and security interest in favor of the Pledgee.  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 Pledgee 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 Pledgee or its designee or the exercise of voting rights by the Pledgee or their designee.

[Remainder of this page intentionally left blank]

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 ______, 2010.

UMAMI SUSTAINABLE SEAFOOD INC.
By:
	Name: Oli Valur Steindorsson
	Title: President and Chief Executive Officer

Acknowledged and accepted this _____ day of _____, 2010.

BLUEFIN ACQUISITION GROUP INC.
By:
	Name:
	Title:

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EXHIBIT 3

PRINCIPAL ADDRESSES; LEGAL OR OTHER NAMES

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EX-10.3

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”), effective as of July 1, 2010 (“Effective Date”), between Lions Gate Lighting Corp., a Nevada corporation (the “Company”), and Oli Valur Steindorsson (the “Employee”).

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to employ the Employee in the position set forth below, and the Employee desires to serve in that capacity.

NOW, THEREFORE, in consideration of the foregoing premises, the Company and Employee hereby agree as follows:

1.    Employment Period. The Company shall employ the Employee, and the Employee shall serve the Company, on the terms and conditions set forth in this Agreement, for the period commencing on the date of the Shell Merger and ending three years after such date (the “Initial Term” and, together with any subsequent term of Employment, the “Employment Period”). The term of employment hereunder will automatically be renewed for successive one-year terms (each such term a “Renewal Term”) unless either party shall, at least 90 days before the last day of the Employment Period, provide written notice to the other party that the Employment Period will not be extended.

2.     Position, Duties and Location.

(a)  The Employee shall serve as President and Chief Executive Officer of the Company, reporting to the Board, with such duties and responsibilities as are customarily assigned to such position and such other duties and responsibilities not inconsistent therewith as may be assigned to him from time to time by the Board.

(b)  During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee shall devote no less than 80% of his time to the business and affairs of the Company and use his best efforts to carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing for the Employee to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements, (iii) manage personal investments, or (iv) engage in other business activities, so long as such activities do not materially interfere with the performance of his responsibilities as an employee of the Company in accordance with this Agreement.

(c)  Employee will initially be based at the Company’s U.S. headquarters in or around New York, New York (the “Initial Headquarters”); provided that the Company anticipates that its headquarters may be relocated to San Diego, California at which time Employee will be expected to move to that location.

3.     Compensation.

(a)Base Salary. During the first contract year of the Initial Term, the Employee shall receive an annual base salary (the “Annual Base Salary”) of US$250,000.  Employee will receive an annual salary review by the Board, or an authorized committee thereof, on or before each anniversary of the Effective Date.  The Annual Base Salary shall be payable in accordance with the Company’s payroll practices as in effect from time to time. As part of the referenced annual salary review, the Board or an authorized committee thereof may increase the Annual Base Salary above the foregoing amounts at its discretion.  On the date hereof, the Employee will be granted five-year options to purchase 800,000 shares of common stock of the Company at $1.00 per share.  Of these, options to purchase 133,333 shares will vest immediately.  Options to purchase an additional 133,333 shares will vest on the first anniversary of the Effective Date.  The balance will vest in two equal installments on the second and third anniversary of the Effective Date.

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(b)Bonus and Other Compensation. In addition to the Annual Base Salary, the Board (or its designated compensation committee) may award Employee an annual bonus at its discretion.  Employee will also be eligible to participate in the Company’s equity compensation plan, if and when adopted.  Awards thereunder will be made to Employee from time to time at the discretion of the Board (or relevant committee thereof).

(c)Benefits. During the Employment Period, the Employee and the Employee’s direct family shall be entitled to participate in all benefit programs of the Company (if and when available), including, but not limited to, health insurance coverage, as well as all welfare benefit plans, practices, policies and programs provided by the Company, including, but not limited to any comprehensive dental plan, retirement plans and profit sharing programs the Company may provide to other employees from time to time.

(d)Expenses. During the Employment Period, the Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Employee in carrying out the Employee’s duties under this Agreement, provided that the Employee complies with the policies, practices and procedures of the Company for submission of expense reports, receipts and similar documentation of such expenses.

(e) Housing andRelocationExpenses.   The Company will reimburse Employee for reasonable rent paid for suitable accommodations during Employee’s work at the Initial Headquarters for a period of up to twelve (12) months.  The Company will also reimburse Employee for reasonable expenses incurred in relocating to the Initial Headquarters and any subsequent relocations at the request of the Company.  All reimbursable expenses set forth in this paragraph will be subject to the Company’s prior approval.

(f) Vacation. During the Employment Period, the Employee shall be entitled to a paid annual vacation of four weeks and other fringe benefits on such terms and conditions as may be determined by the Board or authorized committee thereof from time to time.

4.     Termination of Employment.

(a)Death or Disability. The Employee’s employment shall terminate automatically upon the Employee’s death during the Employment Period. The Company shall be entitled to terminate the Employee’s employment because of the Employee’s Disability during the Employment Period. “Disability” means that (i) the Employee has been unable, for a period of two (2) consecutive months in any given twelve (12) month period, to perform the Employee’s duties under this Agreement, as a result of physical or mental illness or injury, and (ii) a physician selected by the Company or its insurers, and acceptable to the Employee or the Employee’s guardian or legal representative, has determined that the Employee’s incapacity is total and permanent. A termination of the Employee’s employment by the Company for Disability shall be communicated to the Employee by written notice, and shall be effective on the 60th day after receipt of such notice by the Employee (the “Disability Effective Date”), unless the Employee is able to, and does, return to full-time performance of the Employee’s duties before the Disability Effective Date.

(b)         By the Company.

(A)             The Company may terminate the Employee’s employment during the Employment Period for Cause or without Cause. “Cause” means:

(i)  Employee having, in the reasonable judgment of the Company, committed an act which if prosecuted and resulting in a conviction would constitute a fraud, embezzlement, or any felonious offense (specifically excepting simple misdemeanors not involving acts of dishonesty and all traffic violations);

(ii)     the Employee’s theft, embezzlement, misappropriation of or intentional and malicious infliction of damage to the Company’s property or business opportunity;

(iii)    the Employee’s repeated abuse of alcohol, drugs or other substances as determined by an independent medical physician; or

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(iv)    the Employee’s engagement in dereliction of duties, refusal to perform assigned duties consistent with his position, his knowing and willful breach of any material provision of this Agreement continuing after written notice from the Company or repeated violation of the Company’s written policies after written notice.

(B)      A termination of the Employee’s employment by the Company for Cause shall be effectuated by giving the Employee written notice (“Notice of Termination for Cause”) of the termination, setting forth the conduct of the Employee that constitutes Cause. Termination of employment by the Company for Cause shall be effective on the date when the Notice of Termination for Cause is given, unless the notice sets forth a later date (which date shall in no event be later than 60 days after the notice is given). Employee will be immediately advised of any allegations of conduct covered by clause (A) above and will be provided a period of fifteen (15) days from the date of the written notice to defend himself against such allegations and to take any appropriate remedial action. If Employee shows that the allegations are untrue or takes appropriate remedial action to address the allegations, the Company will not terminate the Employee’s employment for Cause.

(C)      A termination of the Employee’s employment by the Company without Cause shall be effected by giving the Employee written notice of the termination at least 3 months (90 days) prior to the termination date.

(c)       By the Employee.

(A)             The Employee may terminate employment with or without Good Reason. “Good Reason” means:

(i)  the assignment to the Employee of any duties inconsistent in any respect with paragraph (a) of Section 2 of this Agreement, other than actions that are not taken in bad faith and are remedied by the Company within thirty (30) days after receipt of notice thereof from the Employee;

(ii)  any failure by the Company to comply with any provision of Section 3 of this Agreement, other than failures that are not taken in bad faith and are remedied by the Company within thirty (30) days after receipt of notice thereof from the Employee;

(iii)  the occurrence of a Non-Negotiated Change in Control of the Company (as defined below); or

(iii)   the Company’s material breach of this Agreement.

For purposes of this Agreement, “Non-Negotiated Change in Control” means any one or more of the following occurrences:

(x)  Any individual, corporation (other than the Company, any trustees or other beneficiary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), partnership, trust, association, pool, syndicate, or any other entity or any group of persons acting in concert becomes the beneficial owner (within the meaning of Rule 1 3d-3 under the Securities Exchange Act of 1934) of securities of the Company possessing more than fifty percent (50%) of the voting power for the election of directors of the Company;

(y)  There shall be consummated any consolidation, merger, or other business combination involving the Company or the securities of the Company in which holders of voting securities of the Company immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of the Company (or, if the Company does not survive such transaction, voting securities of the entity surviving such transaction) having less than fifty percent (50%) of the total voting power in an election of directors of the Company (or such other surviving corporation); or 

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(z) There shall be consummated any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company (on a consolidated basis) to a party which is not controlled by or under common control with the Company.

(d)          A termination of employment by the Employee for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”) of the termination, setting forth the event that constitutes Good Reason. A termination of employment by the Employee for Good Reason shall be effective on the fifth business day following the date when the Notice of Termination for Good Reason is given, unless the notice sets forth a later date (which date shall in no event be later than 30 days after the notice is given).

(e)          A termination of the Employee’s employment by the Employee without Good Reason shall be effected by giving the Company written notice of the termination at least thirty (30) days prior to the termination date.

(f)          Notwithstanding anything in this Agreement to the contrary, in no event will any amount which otherwise would be payable under or pursuant to this Agreement be payable to Employee to the extent such amount, together with all other amounts payable and benefits provided to Employee under or pursuant to this Agreement and/or under any other plan(s), agreements and/or arrangement(s) arising out of Employee’s employment relationship with Company and/or any direct or indirect subsidiary of Company (including without limitation any such amounts payable by any affiliate of Company or any acquirer of any of the stock or assets of Company or any affiliate of such acquirer), if paid to Employee, would result in Employee receiving an “excess parachute payment” for purposes of Section 280G of the Internal Revenue Code of 1986, as amended. The determination of whether a payment under or pursuant to this Agreement would result in Employee receiving an excess parachute payment (but for the provisions of this Section 4) shall be made by counsel for the Company.

(g)No Waiver. The failure to set forth any fact or circumstance in a Notice of Termination for Cause or a Notice of Termination for Good Reason shall not constitute a waiver of the right to assert, and shall not preclude the party giving notice from asserting, such fact or circumstance in an attempt to enforce any right under or provision of this Agreement.

(h)Date of Termination. The “Date of Termination” means the date of the Employee’s death, the Disability Effective Date, the date on which the termination of the Employee’s employment by the Company for Cause or by the Employee for Good Reason is effective, or the date described in Section 4(b)(C) above in the event the Company gives the Employee notice of a termination of employment without Cause or the date described in Section 4(e) above in the event the Employee gives the Company notice of a termination of employment without Good Reason, as the case may be.

5.     Obligations of the Company upon Termination.

(a)Termination for Reasons Other Than for Cause, Death or Disability, or Good Reason. If, during the Employment Period, the Company terminates the Employee’s employment, for any reason other than for Cause, Death or Disability, or the Employee terminates his employment for Good Reason, the Company shall (i) pay Employee’s accrued but unpaid portion of the Annual Base Salary (the “Accrued Obligations”) to the Employee in a lump sum in cash within twenty (20) days after the Date of Termination, (ii) continue to pay (in periodic intervals consistent with Company’s regular payroll practices) pay the Annual Base Salary for the remainder of the Employment Period, and (iii) if the termination takes place for Good Reason as a result of a Non-Negotiated Change in Control, the Company will pay the Employee two (2) times the Annual Base Salary in a lump sum in cash within thirty (30) days after the Date of Termination and permit all unvested options granted hereunder to be vested immediately.

(b)Termination as a Result of Employee’s Death or Disability. If the Employee’s employment is terminated by reason of the Employee’s death or Disability during the Employment Period, (i) the Company shall pay the Accrued Obligations to the Employee or the Employee’s estate or legal representative, as applicable, in a lump sum in cash within thirty (30) days after the Date of Termination, and (ii) the Company shall pay when originally due any Bonus due to the Employee, pro rated for the period until the Date of Termination, to the Employee or the Employee’s estate or legal representative.

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(c)Termination for Cause or Other than for Good Reason. If the Employee’s employment is terminated by the Company for Cause during the Employment Period, or if the Employee terminates his employment during the Employment Period other than for Good Reason, the Company shall pay Employee the Accrued Obligations.

6.     Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Employee’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies for which the Employee may qualify, nor, subject to paragraph (f) of Section 4, shall anything in this Agreement limit or otherwise affect such rights as the Employee may have under any contract or agreement with the Company or any of its affiliated companies. Vested benefits and other amounts that the Employee is otherwise entitled to receive under any plan, policy, practice or program of, or any contract or agreement with, the Company or any of its affiliated companies on or after the Date of Termination shall be payable in accordance with such plan, policy, practice, program, contract or agreement, as the case may be, except as explicitly modified by Section 4(f) of this Agreement, if applicable.

7.     Covenant of Employee.

(a)       Employee recognizes that the services to be performed by him pursuant to this Agreement are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Company’s goodwill that Employee agree, and accordingly, Employee does hereby agree and covenant (the “Covenant Not to Compete”), that Employee will not, directly or indirectly, except for the benefit of the Company:

(i)      become an officer, director, more than 5% stockholder, partner, employee, proprietor, creditor or co-venturer of any corporation, firm or business engaged in the Territory (as hereinafter defined) in the same business as that of the Company (including the Company’s present and future subsidiaries and affiliates) as such business shall exist on the day hereof and during the Employment Period; or

(ii)     s olicit, or cause or authorize, directly or indirectly, to be solicited for employment for or on behalf of himself or third parties, any persons who were at any time during the Employment Period hereunder, employees of the Company (including the Company’s present and future subsidiaries and affiliates) (except for general solicitations made to the public at large); or

(iii)   employ or cause or authorize, directly or indirectly, to be employed for or on behalf of himself or third parties, any such employees of the Company (including the Company’s present and future subsidiaries and affiliates); or

(iv)     use the tradenames, trademarks, or trade dress of any of the products of the Company (including the Company’s present and future subsidiaries and affiliates); or any substantially similar tradename, trademark or trade dress likely to cause, or having the effect of causing, confusion in the minds of manufacturers, customers, suppliers and retail outlets and the public generally.

The solicitation or acceptance of orders outside the Territory for shipment to, or delivery in, any of part of the Territory shall constitute doing business in the Territory in violation of this Covenant.

Employee acknowledges his intention that the Company shall have the broadest possible protection of the value of the business in the Territory consistent with public policy, and it will not violate the intent of the parties if any court should determine that, consistent with established precedent of the forum state, the public policy of such state requires a more limited restriction in geographical area or duration of the aforesaid covenant not to compete, contained in an appropriate decree.

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(b)   The term of Employee’s Covenant Not to Compete with the Company as set forth in this Section 7, shall commence on the date of Employee’s last day of employment with the Company, pursuant to this Agreement or otherwise, regardless of the reason for the termination of such employment, and shall terminate two years thereafter. The term of this Covenant Not to Compete as it relates to Employee under this Section is referred to hereinafter as “Employee’s Term.”

(c)   The territory of this Agreement shall consist of all geographic locations where the Company directly or indirectly holds ownership interests in fish farming operations as well as within 50 miles of any such location.

(d)   Notwithstanding anything herein to the contrary, the Company acknowledges that the Employee is currently affiliated with Atlantis Group hf, an Icelandic entity (“Atlantic”).  The Company will permit the Employee to continue to perform his duties as an officer of Atlantis as such duties exist on the date hereof; provided that such duties do not interfere with the performance of his duties hereunder.

8.     Confidentiality; Return of Property

(a)       The Employee acknowledges that during the Employment Period he will receive confidential information from the Company and affiliates of the Company (each a “Relevant Entity”). Accordingly, the Employee agrees that during the Employment Period and thereafter, the Employee and his affiliates shall not, except in the performance of his obligations to the Company hereunder or as may otherwise be approved in advance by the Company, directly or indirectly, disclose or use (except for the direct benefit of the Company) any confidential information that he may learn or has learned by reason of his association with any Relevant Entity. Upon termination of this Agreement, the Employee shall promptly return to the Company any and all properties, records or papers of any Relevant Entity that may have been in his possession at the time of termination, whether prepared by the Employee or others, including, but not limited to, confidential information and keys.  For purposes of this Agreement, “confidential information” includes all data, analyses, reports, interpretations, forecasts, documents and information concerning a Relevant Entity and its affairs, including, without limitation with respect to clients, products, policies, procedures, methodologies, trade secrets and other intellectual property, systems, personnel, confidential reports, technical information, financial information, business transactions, business plans, prospects or opportunities, (i) that the Company reasonably believes are confidential or (ii) the disclosure of which could be injurious to a Relevant Entity or beneficial to competitors of a Relevant Entity, but shall exclude any information that (x) the Employee is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law, (y) is or becomes publicly available prior to the Employee’s disclosure or use of the information in a manner violative of the second sentence of this Section 7(a), or (z) is rightfully received by Employee without restriction or disclosure from a third party legally entitled to possess and to disclose such information without restriction (other than information that he may learn or has learned by reason of his association with any Relevant Entity). For purposes of this Agreement, “affiliate” means any person or entity that, directly or indirectly, is controlled by, or under common control with another person.  For purposes of this definition, the terms “controlled” and “under common control with” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting stock, by contract or otherwise.

(b)      Injunction. Notwithstanding any other provisions of this Agreement, Employee acknowledges and agrees that in the event of a violation or threatened violation of any of the provisions of this Section 7, Employer shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damage or posting any bond or other security, and without prejudice to any other remedies that may be available at law or in equity.

9.     Successors.

(a)   This Agreement is personal to the Employee and, without the prior written consent of the Company, shall not be assignable by the Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee’s legal representatives.

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(b)   This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

   10.     Miscellaneous.

(a)       This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, 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 as follows:

If to the Employee:

________________

___ _____________

If to the Company:

Lions Gate Lighting Corp.

405 Lexington Avenue

26 ^th Floor, Suite 2640

New York, NY 10174

Fax: 917-368-8005

or to such other address as either party furnishes to the other in writing in accordance with this paragraph (b) of Section 9. 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)   Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

(e)   The failure of the Employee or the Company to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.

(f)        The Employee and the Company acknowledge that this Agreement supersedes any other agreement between them concerning the subject matter hereof.

(g)   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 Employee has hereunto set the Employee's hand and, pursuant to the authorization of its Board, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

	LIONS GATE LIGHTING CORP.
By:	/s/ Daniel G. Zang
	Name: Daniel G. Zang
	Title: Chief Financial Officer
	EMPLOYEE:
	/s/ Oli Valur Steindorsson

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EX-10.4

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”), effective as of July 1, 2010 (“Effective Date”), between Lions Gate Lighting Corp., a Nevada corporation (the “Company”), and Dan Zang (the “Employee”).

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to employ the Employee in the position set forth below, and the Employee desires to serve in that capacity.

NOW, THEREFORE, in consideration of the foregoing premises, the Company and Employee hereby agree as follows:

1.    Employment Period. The Company shall employ the Employee, and the Employee shall serve the Company, on the terms and conditions set forth in this Agreement, for the period commencing on the date of the Shell Merger and ending three years after such date (the “Initial Term” and, together with any subsequent term of Employment, the “Employment Period”). The term of employment hereunder will automatically be renewed for successive one-year terms (each such term a “Renewal Term”) unless either party shall, at least 90 days before the last day of the Employment Period, provide written notice to the other party that the Employment Period will not be extended.

2.     Position, Duties and Location.

(a)  The Employee shall serve as Chief Financial Officer of the Company, reporting to the Board, with such duties and responsibilities as are customarily assigned to such position and such other duties and responsibilities not inconsistent therewith as may be assigned to him from time to time by the Board.

(b)  During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee shall devote his full-time efforts to the business and affairs of the Company and use his best efforts to carry out such responsibilities faithfully and efficiently. It shall not be considered a violation of the foregoing for the Employee to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements, (iii) manage personal investments, or (iv) engage in other business activities, so long as such activities do not materially interfere with the performance of his responsibilities as an employee of the Company in accordance with this Agreement.

(c)  Employee will initially be based at the Company’s U.S. headquarters in or around New York, New York (the “Initial Headquarters”); provided that the Company anticipates that its headquarters may be relocated to San Diego, California at which time Employee will be expected to move to that location.

3.     Compensation.

(a)Base Salary. During the first contract year of the Initial Term, the Employee shall receive an annual base salary (the “Annual Base Salary”) of US$179,000, which will be subject to review and change by the Board at the six month anniversary of the Effective Date.  Thereafter, Employee will receive an annual salary review by the Board, or an authorized committee thereof, on or before each anniversary of the Effective Date.  The Annual Base Salary shall be payable in accordance with the Company’s payroll practices as in effect from time to time. As part of the referenced annual salary review, the Board or an authorized committee thereof may increase the Annual Base Salary above the foregoing amounts at its discretion.  It is understood that the Annual Base Salary includes an amount of $9,000 to cover the cost of health insurance for Employee until the Company offers its employees a Company sponsored health plan at which time the Annual Base Salary will be reduced by said amount.  On the date hereof, the Employee will be granted five-year options to purchase 300,000 shares of common stock of the Company at $1.00 per share.  Of these, options to purchase 50,000 shares will vest immediately.  Options to purchase an additional 50,000 shares will vest on the first anniversary of the Effective Date.  The balance will vest in two equal installments on the second and third anniversary of the Effective Date.

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(b)Bonus and Other Compensation. In addition to the Annual Base Salary, the Board (or its designated compensation committee) may award Employee an annual bonus at its discretion.  Employee will also be eligible to participate in the Company’s equity compensation plan, if and when adopted.  Awards thereunder will be made to Employee from time to time at the discretion of the Board (or relevant committee thereof).

(c)Benefits. During the Employment Period, the Employee and the Employee’s direct family shall be entitled to participate in all benefit programs of the Company (if and when available), including, but not limited to, health insurance coverage, as well as all welfare benefit plans, practices, policies and programs provided by the Company, including, but not limited to any comprehensive dental plan, retirement plans and profit sharing programs the Company may provide to other employees from time to time.

(d)Expenses. During the Employment Period, the Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Employee in carrying out the Employee’s duties under this Agreement, provided that the Employee complies with the policies, practices and procedures of the Company for submission of expense reports, receipts and similar documentation of such expenses.

(e) Housing and RelocationExpenses.   The Company will reimburse Employee for reasonable rent paid for suitable accommodations during Employee’s work at the Initial Headquarters for a period of up to twelve (12) months.  The Company will also reimburse Employee for reasonable expenses incurred in relocating to the Initial Headquarters and any subsequent relocations at the request of the Company.  All reimbursable expenses set forth in this paragraph will be subject to the Company’s prior approval.

(f) Vacation. During the Employment Period, the Employee shall be entitled to a paid annual vacation of four weeks and other fringe benefits on such terms and conditions as may be determined by the Board or authorized committee thereof from time to time.

4.     Termination of Employment.

(a)Death or Disability. The Employee’s employment shall terminate automatically upon the Employee’s death during the Employment Period. The Company shall be entitled to terminate the Employee’s employment because of the Employee’s Disability during the Employment Period. “Disability” means that (i) the Employee has been unable, for a period of two (2) consecutive months in any given twelve (12) month period, to perform the Employee’s duties under this Agreement, as a result of physical or mental illness or injury, and (ii) a physician selected by the Company or its insurers, and acceptable to the Employee or the Employee’s guardian or legal representative, has determined that the Employee’s incapacity is total and permanent. A termination of the Employee’s employment by the Company for Disability shall be communicated to the Employee by written notice, and shall be effective on the 60th day after receipt of such notice by the Employee (the “Disability Effective Date”), unless the Employee is able to, and does, return to full-time performance of the Employee’s duties before the Disability Effective Date.

(b)         By the Company.

(A)             The Company may terminate the Employee’s employment during the Employment Period for Cause or without Cause. “Cause” means:

(i)  Employee having, in the reasonable judgment of the Company, committed an act which if prosecuted and resulting in a conviction would constitute a fraud, embezzlement, or any felonious offense (specifically excepting simple misdemeanors not involving acts of dishonesty and all traffic violations);

(ii)     the Employee’s theft, embezzlement, misappropriation of or intentional and malicious infliction of damage to the Company’s property or business opportunity;

(iii)     the Employee’s repeated abuse of alcohol, drugs or other substances as determined by an independent medical physician; or

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(iv)    the Employee’s engagement in dereliction of duties, refusal to perform assigned duties consistent with his position, his knowing and willful breach of any material provision of this Agreement continuing after written notice from the Company or repeated violation of the Company’s written policies after written notice.

(B)      A termination of the Employee’s employment by the Company for Cause shall be effectuated by giving the Employee written notice (“Notice of Termination for Cause”) of the termination, setting forth the conduct of the Employee that constitutes Cause. Termination of employment by the Company for Cause shall be effective on the date when the Notice of Termination for Cause is given, unless the notice sets forth a later date (which date shall in no event be later than 60 days after the notice is given). Employee will be immediately advised of any allegations of conduct covered by clause (A) above and will be provided a period of fifteen (15) days from the date of the written notice to defend himself against such allegations and to take any appropriate remedial action. If Employee shows that the allegations are untrue or takes appropriate remedial action to address the allegations, the Company will not terminate the Employee’s employment for Cause.

(C)      A termination of the Employee’s employment by the Company without Cause shall be effected by giving the Employee written notice of the termination at least 3 months (90 days) prior to the termination date.

(c)         By the Employee.

(A)             The Employee may terminate employment with or without Good Reason. “Good Reason” means:

(i)  the assignment to the Employee of any duties inconsistent in any respect with paragraph (a) of Section 2 of this Agreement, other than actions that are not taken in bad faith and are remedied by the Company within thirty (30) days after receipt of notice thereof from the Employee;

(ii)  any failure by the Company to comply with any provision of Section 3 of this Agreement, other than failures that are not taken in bad faith and are remedied by the Company within thirty (30) days after receipt of notice thereof from the Employee;

(iii)  the occurrence of a Non-Negotiated Change in Control of the Company (as defined below); or

(iii)   the Company’s material breach of this Agreement.

For purposes of this Agreement, “Non-Negotiated Change in Control” means any one or more of the following occurrences:

(x)  Any individual, corporation (other than the Company, any trustees or other beneficiary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), partnership, trust, association, pool, syndicate, or any other entity or any group of persons acting in concert becomes the beneficial owner (within the meaning of Rule 1 3d-3 under the Securities Exchange Act of 1934) of securities of the Company possessing more than fifty percent (50%) of the voting power for the election of directors of the Company;

(y)  There shall be consummated any consolidation, merger, or other business combination involving the Company or the securities of the Company in which holders of voting securities of the Company immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of the Company (or, if the Company does not survive such transaction, voting securities of the entity surviving such transaction) having less than fifty percent (50%) of the total voting power in an election of directors of the Company (or such other surviving corporation); or 

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(z) There shall be consummated any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company (on a consolidated basis) to a party which is not controlled by or under common control with the Company.

(d)          A termination of employment by the Employee for Good Reason shall be effectuated by giving the Company written notice (“Notice of Termination for Good Reason”) of the termination, setting forth the event that constitutes Good Reason. A termination of employment by the Employee for Good Reason shall be effective on the fifth business day following the date when the Notice of Termination for Good Reason is given, unless the notice sets forth a later date (which date shall in no event be later than 30 days after the notice is given).

(e)          A termination of the Employee’s employment by the Employee without Good Reason shall be effected by giving the Company written notice of the termination at least thirty (30) days prior to the termination date.

(f)          Notwithstanding anything in this Agreement to the contrary, in no event will any amount which otherwise would be payable under or pursuant to this Agreement be payable to Employee to the extent such amount, together with all other amounts payable and benefits provided to Employee under or pursuant to this Agreement and/or under any other plan(s), agreements and/or arrangement(s) arising out of Employee’s employment relationship with Company and/or any direct or indirect subsidiary of Company (including without limitation any such amounts payable by any affiliate of Company or any acquirer of any of the stock or assets of Company or any affiliate of such acquirer), if paid to Employee, would result in Employee receiving an “excess parachute payment” for purposes of Section 280G of the Internal Revenue Code of 1986, as amended. The determination of whether a payment under or pursuant to this Agreement would result in Employee receiving an excess parachute payment (but for the provisions of this Section 4) shall be made by counsel for the Company.

(g)No Waiver. The failure to set forth any fact or circumstance in a Notice of Termination for Cause or a Notice of Termination for Good Reason shall not constitute a waiver of the right to assert, and shall not preclude the party giving notice from asserting, such fact or circumstance in an attempt to enforce any right under or provision of this Agreement.

(h)Date of Termination. The “Date of Termination” means the date of the Employee’s death, the Disability Effective Date, the date on which the termination of the Employee’s employment by the Company for Cause or by the Employee for Good Reason is effective, or the date described in Section 4(b)(C) above in the event the Company gives the Employee notice of a termination of employment without Cause or the date described in Section 4(e) above in the event the Employee gives the Company notice of a termination of employment without Good Reason, as the case may be.

5.     Obligations of the Company upon Termination.

(a)Termination for Reasons Other Than for Cause, Death or Disability, or Good Reason. If, during the Employment Period, the Company terminates the Employee’s employment, for any reason other than for Cause, Death or Disability, or the Employee terminates his employment for Good Reason, the Company shall (i) pay Employee’s accrued but unpaid portion of the Annual Base Salary (the “Accrued Obligations”) to the Employee in a lump sum in cash within twenty (20) days after the Date of Termination, (ii) continue to pay (in periodic intervals consistent with Company’s regular payroll practices) pay the Annual Base Salary for the remainder of the Employment Period, and (iii) if the termination takes place for Good Reason as a result of a Non-Negotiated Change in Control, the Company will pay the Employee two (2) times the Annual Base Salary in a lump sum in cash within thirty (30) days after the Date of Termination and permit all unvested options granted hereunder to be vested immediately.

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(b)Termination as a Result of Employee’s Death or Disability. If the Employee’s employment is terminated by reason of the Employee’s death or Disability during the Employment Period, (i) the Company shall pay the Accrued Obligations to the Employee or the Employee’s estate or legal representative, as applicable, in a lump sum in cash within thirty (30) days after the Date of Termination, and (ii) the Company shall pay when originally due any Bonus due to the Employee, pro rated for the period until the Date of Termination, to the Employee or the Employee’s estate or legal representative.

(c)Termination for Cause or Other than for Good Reason. If the Employee’s employment is terminated by the Company for Cause during the Employment Period, or if the Employee terminates his employment during the Employment Period other than for Good Reason, the Company shall pay Employee the Accrued Obligations.

6.     Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Employee’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies for which the Employee may qualify, nor, subject to paragraph (f) of Section 4, shall anything in this Agreement limit or otherwise affect such rights as the Employee may have under any contract or agreement with the Company or any of its affiliated companies. Vested benefits and other amounts that the Employee is otherwise entitled to receive under any plan, policy, practice or program of, or any contract or agreement with, the Company or any of its affiliated companies on or after the Date of Termination shall be payable in accordance with such plan, policy, practice, program, contract or agreement, as the case may be, except as explicitly modified by Section 4(f) of this Agreement, if applicable.

7.     Confidentiality; Return of Property

(a)       The Employee acknowledges that during the Employment Period he will receive confidential information from the Company and affiliates of the Company (each a “Relevant Entity”). Accordingly, the Employee agrees that during the Employment Period and thereafter, the Employee and his affiliates shall not, except in the performance of his obligations to the Company hereunder or as may otherwise be approved in advance by the Company, directly or indirectly, disclose or use (except for the direct benefit of the Company) any confidential information that he may learn or has learned by reason of his association with any Relevant Entity. Upon termination of this Agreement, the Employee shall promptly return to the Company any and all properties, records or papers of any Relevant Entity that may have been in his possession at the time of termination, whether prepared by the Employee or others, including, but not limited to, confidential information and keys.  For purposes of this Agreement, “confidential information” includes all data, analyses, reports, interpretations, forecasts, documents and information concerning a Relevant Entity and its affairs, including, without limitation with respect to clients, products, policies, procedures, methodologies, trade secrets and other intellectual property, systems, personnel, confidential reports, technical information, financial information, business transactions, business plans, prospects or opportunities, (i) that the Company reasonably believes are confidential or (ii) the disclosure of which could be injurious to a Relevant Entity or beneficial to competitors of a Relevant Entity, but shall exclude any information that (x) the Employee is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law, (y) is or becomes publicly available prior to the Employee’s disclosure or use of the information in a manner violative of the second sentence of this Section 7(a), or (z) is rightfully received by Employee without restriction or disclosure from a third party legally entitled to possess and to disclose such information without restriction (other than information that he may learn or has learned by reason of his association with any Relevant Entity). For purposes of this Agreement, “affiliate” means any person or entity that, directly or indirectly, is controlled by, or under common control with another person.  For purposes of this definition, the terms “controlled” and “under common control with” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting stock, by contract or otherwise.

(b)       Injunction. Notwithstanding any other provisions of this Agreement, Employee acknowledges and agrees that in the event of a violation or threatened violation of any of the provisions of this Section 7, Employer shall have no adequate remedy at law and shall therefore be entitled to enforce each such provision by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damage or posting any bond or other security, and without prejudice to any other remedies that may be available at law or in equity.

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8.     Successors.

(a)   This Agreement is personal to the Employee and, without the prior written consent of the Company, shall not be assignable by the Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee’s legal representatives.

(b)   This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

   9.     Miscellaneous.

(a)       This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, 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 as follows:

If to the Employee:

________________

______________ __

If to the Company:

Lions Gate Lighting Corp.

405 Lexington Avenue

26 ^th Floor, Suite 2640

New York, NY 10174

Fax: 917-368-8005

or to such other address as either party furnishes to the other in writing in accordance with this paragraph (b) of Section 9. 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)   Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

(e)   The failure of the Employee or the Company to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.

(f)        The Employee and the Company acknowledge that this Agreement supersedes any other agreement between them concerning the subject matter hereof.

(g)   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 Employee has hereunto set the Employee's hand and, pursuant to the authorization of its Board, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

	LIONS GATE LIGHTING CORP.
By:	/s/ Oli Valur Steindorsson
	Name: Oli Valur Steindorsson
	Title: President and Chief Executive Officer
	EMPLOYEE:
	/s/ Daniel G. Zang

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EX-10.33

This is a LENDING OF SERVICES CONTRACT (to be referred to henceforth simply as “The Contract”) which is being entered into by, as the first party, SERVICIOS ADMINISTRATIVOS BAF, S. DE R. L. DE C. V. (to be referred to henceforth as “The Lender of Services”), represented in this action by Mrs. María del Socorro Carreras Castro and, as the other party, BAJA AQUA FARMS, S.A. de C.V. (henceforth to be referred to as “The Client”), represented in this action by Mr. Benito Javier Sarmiento Pérez. This contract is being formalized according to the following:

D E C L A R A T I O N S

I. The Lender of Services declares, through its representative:

(a) That it is a corporation which has been properly established in keeping with the laws of Mexico.

(b) That the legal representative who is attending the signing of this contract has the necessary and sufficient qualifications to participate in the same – which authority have not been revoked, modified or limited in any way as of the date of signing of this Contract.

(c) That its corporate purpose is, among other things, the hiring of human personnel, either directly or by means of third parties, at any level or position, so that the same mighty provide services to the companies with which it has a contractual relationship.

(d) That it has the experience and the technical, economic, and human resources necessary for providing thess Services to its Clients.

(e) That it wishes to enter into the present Contract in order to establish the bases, terms and conditions under which it will render Services to the Client.

(f) That it is registered with the Mexican Taxpayers’ Registry with the following registration number: SAB-010327-PG9.

II. The Clienthereby declares, by means of its legal representative:

(a) That it is a Mexican corporation, duly chartered and established in accordance with the laws of Mexico.

(b) That the Legal Representative who is attending the signing of this contract of this Contract has the required authority for the formalization of the same – authority which have not been revoked, modified or limited in any way as of this date.

(c) That it requires the personnel of the Lender of Services, and the carrying-out of activities which the Lender of Services can provide through the lending of its Services.

(d) That it wishes to enter into the present Contract in order to establish the bases, terms and conditions under which it will receive the services to be provided by the Lender of Services.

(e) it is registered with the Mexican Taxpayers’ Registry (The “Registro Federal de Contribuyentes”) with the following registration number: BAF-991209-B16.

BASED ON EVERYTHING HERETOFORE STATED, the parties formalize the present Contract to the tenor of the following:

C L A U S E S

1.DEFINITIONS AND APPENDICES

1.1.     The terms specified below, and which are written beginning with Capital Letters throughout this Contract, shall have the meanings which are stipulated below, whether the same are used in the singular or plural, unless another meaning is specifically assigned to them in a specific section of this Contract.

“Working Day” refers to any day of the year, with the exception of Saturdays, Sundays, and other obligatory holidays, according to the Federal Labor Laws currently in effect in Mexico.

“Confidential Information” shall refer to any commercial secrets, technical and financial information, lists of clients and providers which might be provided in regard to this Contract, and the terms and conditions of this Contract, as well as all information identified or marked as confidential.

“Services” refers to the term defined in the Second Clause of this Contract (Clause 2).

1.2.    Certain terms and expressions are defined in particular sections of this Contract.

2. OBJECT

2.1.    Through the intervention of the present Contract, the Lender of Services shall provide, with its own means and its own human personnel, each and every one of the administrative, operational, technical and human services required by the Client (which jointly, and for the purposes of this Contract, shall henceforth be referred to as the “Services”), which are mentioned in a partial but not exhaustive way. Said services are to be lent so that the Client might efficiently achieve and work within its corporate purposes.

2.2.     The place where the Services are to be provided shall be: the central offices, branch offices, plants, ships and/or platforms which belong to the Client, or at any other place required by the latter, whether within Mexico or abroad.

3.PAYMENT

3.1.    The total amount which the Lender of Services shall receive in payment for the lending of Services shall be the amount equivalent to 5% of the total monthly value of expenses made by the Lender of Services in lending Services. Said expenses shall be reimbursed by the Client, and the Lender of Services shall meet the requirements specified in the present Clause.

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3.2.     At the request of the Client, and only in the event that the alter should require it, the Lender of Services shall be bound to provide, within the first ten Working Days of each calendar month, a report in which each and every one of the Services provided in the month immediately preceding are listed, as well as a description of the activities which the personnel of the Lender of Services has provided to the Client, in a detailed manner, which must include:

3.2.1.    The name of the individual who actually performed the work.

3.2.2.    The date of the activity performed.

3.2.3.    The hours dedicated to said activity.

3.2.4.    A brief description of the activities.

3.3.    The report shall include a list of expenses incurred by the Lender of Services which shall include, among others, administrative expenses, salaries, social security contributions, operating expenses, and other related expenses, which by their nature are analogous to those listed here.

3.4.     The report shall be delivered to the Client within the following ten Working Days, and shall include the signature of the Lender’s legal representative.

3.5.    Payments shall be made upon a request made by the Lender of Services to the Client.

4.EXTRAORDINARY EXPENSES

4.1.    The parties agree in that, in order to achieve greater efficiency in the providing of Services, the Client shall pay – or reimburse to the Lender of Services – certain expenses which cannot be, or might not be, included in the amount used as a basis for determining payments to be made between the parties.

4.2.    Said expenses shall be considered “extraordinary” and must be previously approved by the Client.

4.3.    Any extraordinary expenses, due to that very nature, shall be limited to activities and/or special services required by the Client, such as those mentioned below, and/or any agreed to at any time by the Parties.

4.3.1.    Expenses of the Lender of Services’ personnel, which shall include transportation, food and lodging.

4.3.2.    Uniforms

4.3.3.    Tools and equipment necessary for use by the personnel of the Lender of

Services, which shall at all times be the property of the Client.

4.3.4.    Union dues.

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5.TAXES AND FEES

5.1.     Any taxes or fees which might be caused in regard to the formalization and period of effect of this Contract shall be at the expense of the party legally bound to pay them by the current applicable fiscal laws.

6.REGARDING THE LENDER OF SERVICES’ PERSONNEL

6.1.    Lender of Services shall provide Services to the Client with its workers, and from its own available means, since it has the necessary, qualified personnel to carry out the Services which are the object of this Contract.

6.2.    Since the Lender of Services is a Company established in keeping with Article 31 of the Federal Labor Law, each and every obligation and/or responsibility which might exist or arise for any reason, with the workers and employees of the Lender of Services, shall be the sole and exclusive responsibility of the Lender of Services.

6.3.     The personnel used by the Lender of Services to provide the Services must be fully qualified to carry out an excellent and efficient service. The Client may request of the Lender of Services that it remove any member of its personnel in the event that the same should not meet the quality requirements of the Client. In said event, the Lender of Services shall remove said employee immediately, without any other procedure required than the written request of the Client; the Lender of Services shall take all necessary actions possible to it in order to maintain continuity in the lending of Services.

6.4.     The Lender of Services shall have personnel which is sufficiently trained, specialized and capable of providing Services. The administrative and labor aspect of employment of the personnel used by the Lender of Services, including payment of salaries and benefits, shall be the exclusive responsibility of the latter, for which reason the same holds the Client harmless from all responsibility in that regard. Responsibility for any type of accident, robbery, loss, injury or death which occurs or might occur to any person assigned by the Lender of Services, is the exclusive responsibility of the Lender of Services; the same is obligated to repay the Client, its employees, representatives and/or agents, from any claim, in the event that the same should suffer damages or losses caused directly or indirectly by events or occurrences such as those described in this Clause.

6.5.    The personnel of the Lender of Services shall be properly registered with the Mexican Tax Bureau (The “Secretaría de Hacienda y Crédito Público”), the Mexican Social Security Administration, the Mexican Institute for Workers’ Housing (“Instituto Mexicano para la Vivienda de los Trabajadores”) and the Retirement Savings System (“Sistema de Ahorro para el Retiro”).

6.6.     If, in order to comply with what is stipulated in this Contract, the Lender of Services should require the participation of other persons, it is expressly agreed that the Lender is, and shall be at all times, the only employer of said personnel; therefore, it is responsible for any obligations incurred in the labor relationship with its personnel, in the understanding that, under no circumstances may the Client be considered as a substitute Employer of said personnel. The Lender of Services promises to indemnify and pay said personnel, and hold the Client harmless from any claim, controversy or lawsuit which might arise between the Client and the personnel used by the Lender of Services to provide the Services agreed to in the present Contract.

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7.SUBCONTRACTORS

7.1.    The Lender may use the services of subcontractors to carry out any of the obligations hereunder, upon authorization from the Client. In this case, the Lender shall be responsible to the Client for the services provided by any subcontractor (its employees and personnel) used by the Lender under this contract.

7.2.    The Lender shall be responsible to the Client for any actions or failures to act of any subcontractor used by the Lender under this contract. The lender shall indemnify and hold the Client safe and harmless against all damages and losses, and costs and expenses the Client may incur as a consequence of any action, omission or breach by any subcontractor (or its employees) used by the Lender under this contract.

7.3.    Nothing set forth hereunder shall be deemed as a labor or contractual relationship between the Client and any subcontractor used by the Lender hereunder, and the Lender is bound to indemnify and hold the Client safe and harmless from any demand, complaint, legal action or proceeding against the Client in this regard.

8.TERM AND TERMINATION

8.1.    This contract will be valid starting on the date of signing of the same and throughout the 2011 calendar year or until cancellation by any of the parties in accordance with what is established by this Clause.

8.2.    The Client or the Lender may, not withstanding any other right or remedy they may be entitled to hereunder or under the law, terminate this contract in advance without the need of a court ruling, with a written notice to the other party within a minimum period of 15 working days in advance of the intended date of termination, or due to the occurrence of any of the following:

8.2.1.    If Lender or Client is dissolved or liquidated, files a petition for bankruptcy, makes a Bankruptcy declaration or suspends payments.

8.2.2.    If Lender or Client incurs on a breach or default of any obligation hereunder and if said breach is not remedied within a period of 15 working days following a notice of default made by the party considering there is a default by the other party.

9.SURVIVAL

9.1.    The provisions related to confidentiality, termination, notices, venue, applicable law, as any other provisions which for their nature shall survive the termination or completion of this contract shall remain valid after the termination or completion of the same.

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10.CONFIDENTIALITY

10.1.    All the information provided by the Client to the Lender for the rendering of Lender’s services and any other information produced by the Lender in the course of the rendering of services shall be considered as Confidential Information.

10.2.     The Parties’ confidential Information shall not include information which: (a) is or will become part of the public domain without the other party’s involvement or omission; (b) was in the other Party’s legal possession prior to being disclosed by, and was not obtained, either directly or indirectly, from the Disclosing Party, (c) was legally disclosed to the other party by a third party without restrictions; or (d) has been developed separately from the other party.

10.3.    The Parties agree to keep the Confidential Information of each of the parties as confidential during the term of this contract and for a period of four (4) years following the completion of this contract. The parties agree that, unless it is required by the law or any authority, the parties shall not make the Confidential Information of the other party available to any third party in any way whatsoever or use said Confidential Information for any other purpose but the execution of this contract. Each party agrees to take the necessary steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents or subsidiaries in violation of the terms hereunder, or by its financial and legal advisors either.

11.INDEMNITIES

11.1.    The Lender shall be personally responsible for any labor, fiscal or social security obligation of each and every one of Lender’s employees. Lender agrees to indemnify and hold Client free of any harm regarding any claim, action, damage, loss, expense (including legal counsel expenses) as a consequence of the Lender’s failure to comply with the obligations set forth by this contract - which obligations do not end with this contract’s termination or completion, but will last until the expiration of the Lender’s obligations pursuant to applicable laws.

12.APPLICABLE LAWS

12.1.    This contract shall be governed by, and construed under, the laws of the Mexican United States (Mexico).

13.VENUE

13.1.    For anything related to the interpretation and compliance to this contract, including anything related to the enforcement of the same, the parties expressly agree to submit to the venue and jurisdiction of the competent courts of the city of Ensenada, Baja California, waiving any other venue they may be entitled to due to their current or future addresses, or for any other reason.

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14.NOTIFICATIONS

14.1.    All notifications, requirements and requests, and other communications between the parties – including notifications of changes of address, must be made in writing, and will be considered to have been properly communicated when these have been delivered personally or by means of certified mail, with proof of receipt, to the address(es) specified in this clause, or to an address established in and by any notification of a change of address.

TO THE LENDER:

SERVICIOS ADMINISTRATIVOS BAF, S. DE R.L. DE C.V.

Blvd. Sanchez Taboada 10488 Piso 8

Zona Urbana Rio Tijuana

Tijuana, Baja California 22010

TO THE CLIENT:

BAJA AQUA FARMS, S.A. DE C.V.

Calle 12 No. 211 Parque Industrial Fondeport

Col. El Sauzal

Ensenada, Baja California 22760

15.WAIVERS

15.1.     Any omission by either of the Parties in the exercise of the rights stipulated in this Contract shall under no circumstances amount to a waiver of the same; neither shall the singular or partial exercise by either of the Parties of any right derived from this Contract exclude the simultaneous or subsequent exercise of any other right, faculty or privilege.

16. ASSIGNMENT AND/OR WITHDRAWAL

16.1.     Save under the conditions specified in this Contract, neither of the parties may withdraw from, or in any way transfer to another, this Contract, nor the rights and obligations contained in the same, without the written consent of the other party.

17.MODIFICATIONS/AMENDMENTS

17.1.     No modification or disposition of this contract whatsoever, and no consent given by either of the parties to the other, which diverges from the terms and conditions of this Contract will take effect unless it is done in writing and is signed by both parties and, even under those circumstances, any withdrawal or consent will only be effective for the specific case and specific purpose for which it is granted.

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18.SEVERABILITY

18.1.     If a competent court should declare null, invalid or unexecutable any stipulation contained in this Contract, the remaining stipulations contained herein shall remain in full force and effect, and the Parties shall then modify the Contract in such a way that the eliminated Clause shall be as applicable and valid as possible.

19.ENTIRETY OF THIS AGREEMENT

19.1.     This contract contains the complete Agreement in regard to the matter taken up herein, and replaces any previous or current agreements or communications in regard to its content. No communication, declaration, negotiation or agreement between the parties which is made prior to the formalization of this Contract shall have any effect on the interpretation of the terms and conditions of the same.

20.HEADINGS

20.1.     The parties agree that the heading used for the clauses of this contract are only for reference purposes and do not limit in any way the content and scope of the same; it is the content of said clauses which is binding.

FOR PURPOSES OF FORMALIZATION AND THE CONFERRAL OF LEGAL EFFECT, the Parties, having read this contract and understood their obligations in regard to it, formally declare that there is in the same no error, deceit or intent to injure which might invalidate it; therefore they do sign it, in three original copies, in the City of Ensenada, Baja California, on this 2^nd day of January, 2011, in the presence of two witnesses.

“THE LENDER”

SERVICIOS ADMINISTRATIVOS BAF, S. DE R. L. DE C. V.

Signed by:  /s/ Maria S. Carreras

            María del Socorro Carreras Castro

“THE CLIENT”

BAJA AQUA FARMS, S.A. DE C.V.

Signed by: /s/ Benito Sarmiento

                 Benito Javier Sarmiento Pérez

WITNESS By: /s/ Jairsinho Garcia Ochoa Name: Jairsinho García Ochoa WITNESS By: /s/ Ana Carballo Garcia Name: Ana Alicia Carballo García

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EX-10.34

This is a LENDING OF SERVICES CONTRACT (to be referred to henceforth simply as “The Contract”) which is being entered into by, as the first party, SERVICIOS ADMINISTRATIVOS BAF, S. DE R. L. DE C. V. (to be referred to henceforth as “The Lender of Services”), represented in this action by Mrs. María del Socorro Carreras Castro and, as the other party, MARPESCA, S.A. de C.V. (henceforth to be referred to as “The Client”), represented in this action by Mr. Vilhelm Mar Gudmunsson. This contract is being formalized according to the following:

D E C L A R A T I O N S

I. The Lender of Services declares, through its representative:

(a) That it is a corporation which has been properly established in keeping with the laws of Mexico.

(b) That the legal representative who is attending the signing of this contract has the necessary and sufficient qualifications to participate in the same – which authority have not been revoked, modified or limited in any way as of the date of signing of this Contract.

(c) That its corporate purpose is, among other things, the hiring of human personnel, either directly or by means of third parties, at any level or position, so that the same mighty provide services to the companies with which it has a contractual relationship.

(d) That it has the experience and the technical, economic, and human resources necessary for providing these Services to its Clients.

(e) That it wishes to enter into the present Contract in order to establish the bases, terms and conditions under which it will render Services to the Client.

(f) That it is registered with the Mexican Taxpayers’ Registry with the following registration number: SAB-010327-PG9.

II. The Clienthereby declares, by means of its legal representative:

(a) That it is a Mexican corporation, duly chartered and established in accordance with the laws of Mexico.

(b) That the Legal Representative who is attending the signing of this contract of this Contract has the required authority for the formalization of the same – authority which have not been revoked, modified or limited in any way as of this date.

(c) That it requires the personnel of the Lender of Services, and the carrying-out of activities which the Lender of Services can provide through the lending of its Services.

(d) That it wishes to enter into the present Contract in order to establish the bases, terms and conditions under which it will receive the services to be provided by the Lender of Services.

(e) it is registered with the Mexican Taxpayers’ Registry (The “Registro Federal de Contribuyentes”) with the following registration number: MAR-040714RP9.

BASED ON EVERYTHING HERETOFORE STATED, the parties formalize the present Contract to the tenor of the following:

C L A U S E S

1. DEFINITIONS AND APPENDICES

1.1. The terms specified below, and which are written beginning with Capital Letters throughout this Contract, shall have the meanings which are stipulated below, whether the same are used in the singular or plural, unless another meaning is specifically assigned to them in a specific section of this Contract.

“Working Day” refers to any day of the year, with the exception of Saturdays, Sundays, and other obligatory holidays, according to the Federal Labor Laws currently in effect in Mexico.

“Confidential Information” shall refer to any commercial secrets, technical and financial information, lists of clients and providers which might be provided in regard to this Contract, and the terms and conditions of this Contract, as well as all information identified or marked as confidential.

“Services” refers to the term defined in the Second Clause of this Contract (Clause 2).

1.2. Certain terms and expressions are defined in particular sections of this Contract.

2. OBJECT

2.1. Through the intervention of the present Contract, the Lender of Services shall provide, with its own means and its own human personnel, each and every one of the administrative, operational, technical and human services required by the Client (which jointly, and for the purposes of this Contract, shall henceforth be referred to as the “Services”), which are mentioned in a partial but not exhaustive way. Said services are to be lent so that the Client might efficiently achieve and work within its corporate purposes.

2.2. The place where the Services are to be provided shall be: the central offices, branch offices, plants, ships and/or platforms which belong to the Client, or at any other place required by the latter, whether within Mexico or abroad.

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3. PAYMENT

3.1. The total amount which the Lender of Services shall receive in payment for the lending of Services shall be the amount equivalent to 5% of the total monthly value of expenses made by the Lender of Services in lending Services. Said expenses shall be reimbursed by the Client, and the Lender of Services shall meet the requirements specified in the present Clause.

3.2. At the request of the Client, and only in the event that the alter should require it, the Lender of Services shall be bound to provide, within the first ten Working Days of each calendar month, a report in which each and every one of the Services provided in the month immediately preceding are listed, as well as a description of the activities which the personnel of the Lender of Services has provided to the Client, in a detailed manner, which must include:

3.2.1. The name of the individual who actually performed the work.

3.2.2. The date of the activity performed.

3.2.3. The hours dedicated to said activity.

3.2.4. A brief description of the activities.

3.3. The report shall include a list of expenses incurred by the Lender of Services which shall include, among others, administrative expenses, salaries, social security contributions, operating expenses, and other related expenses, which by their nature are analogous to those listed here.

3.4. The report shall be delivered to the Client within the following ten Working Days, and shall include the signature of the Lender’s legal representative.

3.5. Payments shall be made upon a request made by the Lender of Services to the Client.

4. EXTRAORDINARY EXPENSES

4.1. The parties agree in that, in order to achieve greater efficiency in the providing of Services, the Client shall pay – or reimburse to the Lender of Services – certain expenses which cannot be, or might not be, included in the amount used as a basis for determining payments to be made between the parties.

4.2. Said expenses shall be considered “extraordinary” and must be previously approved by the Client.

4.3. Any extraordinary expenses, due to that very nature, shall be limited to activities and/or special services required by the Client, such as those mentioned below, and/or any agreed to at any time by the Parties.

4.3.1. Expenses of the Lender of Services’ personnel, which shall include transportation, food and lodging.

4.3.2. Uniforms

4.3.3. Tools and equipment necessary for use by the personnel of the Lender of

Services, which shall at all times be the property of the Client.

4.3.4. Union dues.

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5. TAXES AND FEES

5.1. Any taxes or fees which might be caused in regard to the formalization and period of effect of this Contract shall be at the expense of the party legally bound to pay them by the current applicable fiscal laws.

6. REGARDING THE LENDER OF SERVICES’ PERSONNEL

6.1. Lender of Services shall provide Services to the Client with its workers, and from its own available means, since it has the necessary, qualified personnel to carry out the Services which are the object of this Contract.

6.2. Since the Lender of Services is a Company established in keeping with Article 31 of the Federal Labor Law, each and every obligation and/or responsibility which might exist or arise for any reason, with the workers and employees of the Lender of Services, shall be the sole and exclusive responsibility of the Lender of Services.

6.3. The personnel used by the Lender of Services to provide the Services must be fully qualified to carry out an excellent and efficient service. The Client may request of the Lender of Services that it remove any member of its personnel in the event that the same should not meet the quality requirements of the Client. In said event, the Lender of Services shall remove said employee immediately, without any other procedure required than the written request of the Client; the Lender of Services shall take all necessary actions possible to it in order to maintain continuity in the lending of Services.

6.4. The Lender of Services shall have personnel which is sufficiently trained, specialized and capable of providing Services. The administrative and labor aspect of employment of the personnel used by the Lender of Services, including payment of salaries and benefits, shall be the exclusive responsibility of the latter, for which reason the same holds the Client harmless from all responsibility in that regard. Responsibility for any type of accident, robbery, loss, injury or death which occurs or might occur to any person assigned by the Lender of Services, is the exclusive responsibility of the Lender of Services; the same is obligated to repay the Client, its employees, representatives and/or agents, from any claim, in the event that the same should suffer damages or losses caused directly or indirectly by events or occurrences such as those described in this Clause.

6.5. The personnel of the Lender of Services shall be properly registered with the Mexican Tax Bureau (The “Secretaría de Hacienda y Crédito Público”), the Mexican Social Security Administration, the Mexican Institute for Workers’ Housing (“Instituto Mexicano para la Vivienda de los Trabajadores”) and the Retirement Savings System (“Sistema de Ahorro para el Retiro”).

6.6. If, in order to comply with what is stipulated in this Contract, the Lender of Services should require the participation of other persons, it is expressly agreed that the Lender is, and shall be at all times, the only employer of said personnel; therefore, it is responsible for any obligations incurred in the labor relationship with its personnel, in the understanding that, under no circumstances may the Client be considered as a substitute Employer of said personnel. The Lender of Services promises to indemnify and pay said personnel, and hold the Client harmless from any claim, controversy or lawsuit which might arise between the Client and the personnel used by the Lender of Services to provide the Services agreed to in the present Contract.

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7. SUBCONTRACTORS

7.1. The Lender may use the services of subcontractors to carry out any of the obligations hereunder, upon authorization from the Client. In this case, the Lender shall be responsible to the Client for the services provided by any subcontractor (its employees and personnel) used by the Lender under this contract.

7.2. The Lender shall be responsible to the Client for any actions or failures to act of any subcontractor used by the Lender under this contract. The lender shall indemnify and hold the Client safe and harmless against all damages and losses, and costs and expenses the Client may incur as a consequence of any action, omission or breach by any subcontractor (or its employees) used by the Lender under this contract.

7.3. Nothing set forth hereunder shall be deemed as a labor or contractual relationship between the Client and any subcontractor used by the Lender hereunder, and the Lender is bound to indemnify and hold the Client safe and harmless from any demand, complaint, legal action or proceeding against the Client in this regard.

8. TERM AND TERMINATION

8.1. This contract will be valid starting on the date of signing of the same and throughout the 2011 calendar year or until cancellation by any of the parties in accordance with what is established by this Clause.

8.2. The Client or the Lender may, not withstanding any other right or remedy they may be entitled to hereunder or under the law, terminate this contract in advance without the need of a court ruling, with a written notice to the other party within a minimum period of 15 working days in advance of the intended date of termination, or due to the occurrence of any of the following:

8.2.1. If Lender or Client is dissolved or liquidated, files a petition for bankruptcy, makes a Bankruptcy declaration or suspends payments.

8.2.2. If Lender or Client incurs on a breach or default of any obligation hereunder and if said breach is not remedied within a period of 15 working days following a notice of default made by the party considering there is a default by the other party.

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9. SURVIVAL

9.1. The provisions related to confidentiality, termination, notices, venue, applicable law, as any other provisions which for their nature shall survive the termination or completion of this contract shall remain valid after the termination or completion of the same.

10. CONFIDENTIALITY

10.1. All the information provided by the Client to the Lender for the rendering of Lender’s services and any other information produced by the Lender in the course of the rendering of services shall be considered as Confidential Information.

10.2. The Parties’ confidential Information shall not include information which: (a) is or will become part of the public domain without the other party’s involvement or omission; (b) was in the other Party’s legal possession prior to being disclosed by, and was not obtained, either directly or indirectly, from the Disclosing Party, (c) was legally disclosed to the other party by a third party without restrictions; or (d) has been developed separately from the other party.

10.3. The Parties agree to keep the Confidential Information of each of the parties as confidential during the term of this contract and for a period of four (4) years following the completion of this contract. The parties agree that, unless it is required by the law or any authority, the parties shall not make the Confidential Information of the other party available to any third party in any way whatsoever or use said Confidential Information for any other purpose but the execution of this contract. Each party agrees to take the necessary steps to ensure that Confidential Information is not disclosed or distributed by its employees, agents or subsidiaries in violation of the terms hereunder, or by its financial and legal advisors either.

11. INDEMNITIES

11.1. The Lender shall be personally responsible for any labor, fiscal or social security obligation of each and every one of Lender’s employees. Lender agrees to indemnify and hold Client free of any harm regarding any claim, action, damage, loss, expense (including legal counsel expenses) as a consequence of the Lender’s failure to comply with the obligations set forth by this contract - which obligations do not end with this contract’s termination or completion, but will last until the expiration of the Lender’s obligations pursuant to applicable laws.

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12. APPLICABLE LAWS

12.1. This contract shall be governed by, and construed under, the laws of the Mexican United States (Mexico).

13. VENUE

13.1. For anything related to the interpretation and compliance to this contract, including anything related to the enforcement of the same, the parties expressly agree to submit to the venue and jurisdiction of the competent courts of the city of Ensenada, Baja California, waiving any other venue they may be entitled to due to their current or future addresses, or for any other reason.

14. NOTIFICATIONS

14.1. All notifications, requirements and requests, and other communications between the parties – including notifications of changes of address, must be made in writing, and will be considered to have been properly communicated when these have been delivered personally or by means of certified mail, with proof of receipt, to the address(es) specified in this clause, or to an address established in and by any notification of a change of address.

TO THE LENDER:

SERVICIOS ADMINISTRATIVOS BAF, S. DE R.L. DE C.V.

Blvd. Sanchez Taboada 10488 Piso 8

Zona Urbana Rio Tijuana

Tijuana, Baja California 22010

TO THE CLIENT:

MARPESCA, S.A. DE C.V.

Calle 12 No. 211 Parque Industrial Fondeport

Col. El Sauzal

Ensenada, Baja California 22760

15. WAIVERS

15.1. Any omission by either of the Parties in the exercise of the rights stipulated in this Contract shall under no circumstances amount to a waiver of the same; neither shall the singular or partial exercise by either of the Parties of any right derived from this Contract exclude the simultaneous or subsequent exercise of any other right, faculty or privilege.

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16. ASSIGNMENT

16.1. Save under the conditions specified in this Contract, neither of the parties may assign from, or in any way transfer to another, this Contract, nor the rights and obligations contained in the same, without the written consent of the other party.

17. MODIFICATIONS/AMENDMENTS

17.1. No modification or disposition of this contract whatsoever, and no consent given by either of the parties to the other, which diverges from the terms and conditions of this Contract will take effect unless it is done in writing and is signed by both parties and, even under those circumstances, any withdrawal or consent will only be effective for the specific case and specific purpose for which it is granted.

18. SEVERABILITY

18.1. If a competent court should declare null, invalid or unexecutable any stipulation contained in this Contract, the remaining stipulations contained herein shall remain in full force and effect, and the Parties shall then modify the Contract in such a way that the eliminated Clause shall be as applicable and valid as possible.

19. ENTIRETY OF THIS AGREEMENT

19.1. This contract contains the complete Agreement in regard to the matter taken up herein, and replaces any previous or current agreements or communications in regard to its content. No communication, declaration, negotiation or agreement between the parties which is made prior to the formalization of this Contract shall have any effect on the interpretation of the terms and conditions of the same.

20. HEADINGS

20.1. The parties agree that the heading used for the clauses of this contract are only for reference purposes and do not limit in any way the content and scope of the same; it is the content of said clauses which is binding.

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FOR PURPOSES OF FORMALIZATION AND THE CONFERRAL OF LEGAL EFFECT, the Parties, having read this contract and understood their obligations in regard to it, formally declare that there is in the same no error, deceit or intent to injure which might invalidate it; therefore they do sign it, in three original copies, in the City of Ensenada, Baja California, on this 2^nd day of January, 2011, in the presence of two witnesses.

“THE LENDER”

SERVICIOS ADMINISTRATIVOS BAF, S. DE R. L. DE C. V.

Signed by: /s/ Maria S. Carreras

            María del Socorro Carreras Castro

“THE CLIENT”

MARPESCA, S.A. DE C.V.

Signed by: /s/ Vilhelm Mar Gudmundsson

                 Vilhelm Mar Gudmundsson

WITNESS By: /s/ Jairsinho Garcia Ochoa Name: Jairsinho García Ochoa WITNESS By: /s/ Ana Carballo Garcia Name: Ana Alicia Carballo García

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EX-10.35

SALE PURCHASING AGREEMENT (hereinafter referred to as the "Agreement") entered into by, as the first party, BAJA AQUA FARMS, S.A. DE C.V. (hereinafter referred to as "BAF"), represented herein by Mr. Jaime Cuadra Velez and, as the second party, MARPESCA S.A.DE C.V. (hereinafter referred to as the "Fishing Company"), represented herein by Victor Manuel Guadardo France. This agreement is entered upon according the following:

CONSIDERATIONS

I. BAF States through its representative

(a) That it is a Mexican company duly organized in accordance to the laws of Mexico.

(b) That the legal representative that appears to execute this agreement is vested with full authority required to execute this agreement. To this day such authority has not been revoked, modified or limited.

(c) That tuna farming is one of the company purposes, for this reason the company requires a supply of high quality sardine to feed the tuna.

(d) That by virtue of the aforegoing, and for purpose of securing the supply of sardine, the company wishes to enter into this agreement with the Fishing Company, in accordance with the clauses and conditions stated below.

(e) That the company is registered under tax id number BAF991209B16

II. The fishing company declares through its representative

(a)    That it is a Mexican company duly organized in accordance to the laws of Mexico.

(b) That the legal representative that appears to execute this agreement is vested with full authority required to execute this agreement. To this day such authority has not been revoked, modified or limited.

(c) That the company is operating several vessels (hereinafter referred to as the "Vessels") which are in seaworthy conditions with equipment and permits in force for the catching of sardine.

(d) That it is interested in executing this agreement with BAF, in accordance to the clauses and conditions stated below.

(e) That the company is registered under tax id number MAR040714RP9

IN WITNESS THEREOF, the parties hereby formalize this agreement, binding themselves to the following:

CLAUSES

1. PURPOSE

1.1 By this contract the Fishing Company is bound to carry out the catching of fish and deliver the entire product obtained from the Vessels, basically sardine, to BAF, in accordance to the provisions of this agreement and according to the instructions of the last mentioned.

1.2 In light of the above, 100% of the product catch with the vessels shall be exclusively for supplying BAF, unless a written authorization is given to the fishing company by BAF.

2. PAYMENT

2.1 For each ton of sardine received to the satisfaction of BAF, BAF shall pay the Fishing Company an amount ranging from $60 USD (sixty dollars 00/100 legal tender of the United States of America) to $150.00 USD (one hundred and fifty dollars 00/100 legal tender of the United States of America) or the equivalent in Mexican pesos at the exchange rate posted by the Bank of Mexico in the Official Newspaper of the Federation to comply with obligations in foreign currency at the day of payment. Said sardine shall have the minimum quality required by BAF.

2.2 The basis to establish the payable amount of sardine approved by BAF shall be the sardine size and place it was caught, as set forth in the document labeled as Schedule "A" attached to this agreement. Such attachment, once signed by the parties shall become an integral part of this agreement and it is deemed as reproduced herein.

2.3 The fishing company shall furnish an invoice with all the tax requirements for review and payment in the offices of BAF.

3. TAXES

3.1 Any taxes or fees arising out of the formalization and the term of this Contract shall be at the expense of the party legally bound to pay them according to the current applicable fiscal laws.

4. TERM

4.1 This agreement is gotten into for a determined time and shall begin on the date of signing and will end on December 31^st of 2008.

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4.2 Once the term of this agreement is ended the parties may, under BAF's request, extend said term provided the vessels arrange to have all documentation required for navigation and operation updated.

5. SARDINE QUALITY AND DELIVERY

5.1 BAF shall provide the quantity of sardine required and the place where it shall be delivered.

5.2 Before delivery and prior to receiving the product, the sardine shall be inspected by a person appointed by BAF to ensure the sardine caught is in a whole piece, that it is in good condition and that it complies with the minimum quality required. Furthermore, the size of the sardine shall be inspected in order to determine the payment payable, pursuant to the provisions of the Payment Clause.

5.3 Likewise, in this action the Fishing Company expressly authorizes BAF's representative to perform, at any time and with no need of any request in advance, testing to find out the sardine acidity, for this may impact the mortality rate of the tuna contained within the fishing concessions of BAF.

5.4 Payments shall be made of the product approved by BAF's representative only, pursuant the provisions set forth in this agreement and Schedule "A" herein. Furthermore, as stated above, the sardine not complying with the required standards shall not be received nor paid by BAF and it is the obligation of the fishing company to take all the proper measures to dispose of the product.

6. EARLY TERMINATION

6.1.1 Notwithstanding the term of the agreement, this can be terminated at the will of any of the parties by means of a written notice provided 60 calendar days in advance to the date termination is intended.

7. NOTARY FORMALIZATION

7.1 Even though no notary formalization is required for this contract, the parties agree in that at the request of any of them, they are bound to formalize this contract before a notary public and any expenses arising thereof shall be the obligation of the requesting party.

8. SURVIVAL

8.1 The provisions relative to notices, venue, applicable law, as any other provisions which for their nature shall survive the termination or completion of this contract shall remain valid after the termination or completion of the same.

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9. APPLICABLE LAWS

This contract shall be governed by, and construed under, the laws of the Mexican United States (Mexico).

10. VENUE

10.1 This agreement is executed in good faith and with the best intention of the parties to work together and obtain reciprocal benefits, for this reason they agree to talk and resolve any matter in a conciliatory manner.

10.2 Notwithstanding the foregoing, and in the event that no agreement is reached, anything related to the interpretation and enforcement of the same, including questions regarding the validity of the contract, the parties expressly agree to be submitted to the venue and jurisdiction of the competent courts of the city of Ensenada, Baja California, waiving any other venue they may be entitled to due to their current or future addresses, or for any other reason.

11. NOTIFICATIONS

11.1 All notices, requirements and requests, and other communications between the parties - including notifications of change of address, shall be made in writing, and shall be deemed to have been properly communicated when these have been delivered personally or by means of certified mail, with proof of receipt, to the address(es) specified in this clause, or to an address established in and by any notification of a change of address.

BAF:

BAJA AQUA FARMS, S.A. DE C.V.

Calzada Emiliano Zapata, 271-1

El Sauzal de Rodriguez

Municipio de Ensendada, Baja California 22760

Mexico

The Fishing Company

MARPESCA, S.A. DE C.V.

Blvd. Agua Caliente 4558-1104

Col. Aviacion

Tijuana, Baja California 22420

12. WAIVERS

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12. Any omission by either of the Parties in the execution of their rights as stipulated in this Contract shall under no circumstances amount to a waiver of the same; neither shall the singular or partial exercise by either of the Parties of any right derived from this Contract exclude the simultaneous or subsequent exercise of any other right, faculty or privilege.

13. ASSIGNMENT

13.1 None of the parties may assign from, or in any way transfer to another, this Contract, nor the rights and obligations contained in the same, without the written consent of the other party.

14. MODIFICATIONS/AMENDMENTS

14.1 No modification or provision of this contract, and no consent given by either of the parties to the other, diverging the terms and conditions of this Contract shall take effect unless done in writing and signed by both parties and, even under those circumstances, any withdrawal or consent will only be effective for the specific case and specific purpose for which it is granted.

15. SEVERABILITY

15.1 If a competent court should declare null, invalid or unenforceable any stipulation contained in this Contract, the remaining stipulations contained herein shall remain in full force and effect, and the Parties shall then modify the Contract in such a way that the eliminated Clause shall be as applicable and valid as possible.

16. ENTIRETY OF THIS AGREEMENT

16.1 This contract contains the complete Agreement in regard to the matter taken up herein, and replaces any previous or current agreements or communications in regard to its content. No communication, declaration, negotiation or agreement between the parties which is made prior to the formalization of this Contract shall have any effect on the interpretation of the terms and conditions of the same.

17. HEADINGS

17.1 The parties agree that the heading used for the clauses of this contract are only for reference purposes and do not limit in any way the content and scope of the same; it is the content of said clauses which is binding.

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FOR PURPOSES OF FORMALIZATION AND CONFERRAL OF LEGAL EFFECT, the Parties, having read this contract and understood their obligations in regard to it, formally declare that there is in the same no error, deceit or intent to injure which might invalidate it; therefore they do sign it, in two original copies, in the City of Ensenada, Baja California, on this 2nd day of January, 2008, in the presence of two witnesses.

BAJA AQUA FARMS, S.A. DE C.V.
Signed by:	/s/ Jaime Cuadra
	Jaime Joseph Cuadra Velez
MARPESCA, S.A. DE C.V.
Signed by:	/s/ Victor Guardado
	Victor Manual Guardado France
WITNESS		WITNESS
By:	/s/ Susana Garcia	By:	/s/ Ana Carballo
Name:	Susana Garcia Ochoa	Name:	Ana Alicia Carballo Garcia

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EX-10.36

AGREEMENT TO AMEND THE PURCHASE AGREEMENT (hereinafter "Agreement") which is held by one hand BAJA AQUA-FARMS, SA DE CV (Hereinafter "BAF"), represented herein by Mr. Jaime Cuadra Joseph Velez and the other party MARPESCA, SA DE CV (Hereinafter "Fisheries"), represented herein by Mr. Victor Manuel Guadardo France, Contract they celebrate in accordance with the following:

DECLARATIONS

I. - declare both parties through their legal representatives:

(a) recognize each other's personality that appear to execute this amended agreement.

(b) That on January 2, 2008 celebrated a purchase agreement, (hereinafter the "original contract").

(c) In accordance to clause fourth paragraph 4.2 of the original contract they foresaw the possibility to extend its validity:

CLAUSES

1. By means of this Amendment, and in accordance with clause fourth, section 4.2, the parties agree to extend the term of the Original Agreement from January 1 of 2012 to December 31 of 2012.

2. In view of the foregoing, it modify section 4.1 of the Original Agreement to read as established below:

"4.1. This contract is for a fixed period of one year so began on January 1 of 2012 and finishing on December 31 of 2012"

3. The parties agree to ratify the Original Agreement and the amendment set here.

4. At the request of either party, this Amendment Agreement could be ratified before a notary and the expenses incurred will be for the applicant.

FOR EVIDENCE AND LEGAL EFFECT, and read that it was this Amendment, and the parties aware of their obligations in the same state that there is no error, fraud or injury that would invalidate it, and it is signed in two original in the City of Ensenada, Baja California, on January 2 of 2012, in the presence of two witnesses.

BAJA AQUA FARMS, S.A. DE C.V.
Signed by:	/s/ Jaime Cuadra
Name:	Jaime Joseph Cuadra Velez
Post:	Legal Representative
MARPESCA, S.A. DE C.V.
Signed by:	/s/ Victor Guardado
Name:	Victor Manual Guardado France
	Attorney
WITNESS		WITNESS
By:	/s/ Anabel Hernandez	By:	/a/ Jennifer Sanchez
Name:	Anabel Hernandez Ramirez	Name:	Jennifer Sanchez Gonzalez

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EX-31

Exhibit 31

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Oli Valur Steindorsson, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 officers 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 officers 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:	May 15, 2012	/s/ Oli Valur Steindorsson
		Oli Valur Steindorsson
		Chief Executive Officer
		(Principal Executive Officer)

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Tim Fitzpatrick, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 officers 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 officers 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:	May 15, 2012	/s/  Tim Fitzpatrick
		Tim Fitzpatrick
		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 quarterly report of Umami Sustainable Seafood Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Oli Valur Steindorsson, Chief Executive Officer, and Tim Fitzpatrick, 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 to the best of our knowledge:

(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
Oli Valur Steindorsson
President, Chief Executive Officer
(Principal Executive Officer)
/s/ Tim Fitzpatrick
Tim Fitzpatrick
Chief Financial Officer
(Principal Financial and Accounting Officer)
Date:	May 15, 2012

The foregoing certification is being furnished pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, regardless of any general incorporation language in such filing.

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Significant accounting policies

9 Months Ended

Mar. 31, 2012

Accounting Policies [Abstract]

Significant accounting policies

Significant accounting policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Umami and its wholly owned subsidiaries and its controlling variable interest entities have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2011, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on November 14, 2011.

The interim condensed consolidated financial statements at March 31, 2012 and for the three and nine months ended March 31, 2012 are unaudited. In the opinion of management, all adjustments and disclosures considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the interim periods have been included. These adjustments are of a normal recurring nature. However, the reported results for the interim period ended March 31, 2012 are not indicative of the results that may be expected for the fiscal year ending June 30, 2012. The June 30, 2011 year-end balance sheet data was derived from the audited financial statements and notes thereto for the fiscal year ended June 30, 2011, included in our Annual Report on Form 10-K filed with the SEC on November 14, 2011.

The Company's functional and reporting currency is the United States dollar (the "USD"). Kali Tuna's and Lubin's (see below) transactions and balances have been measured in Croatian Kuna (the "HRK"), their functional currency, and their financial statements have been translated into USD. 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, which relate solely to Kali Tuna, are recorded in accumulated other comprehensive income, and are not adjusted for income taxes as they relate to an indefinite investment in a non-U.S. subsidiary. The resulting gain or loss related to Kali Tuna transaction adjustments and Baja remeasurements is included in the statements of operations in gain/loss from foreign currency transactions and remeasurements. All amounts appearing in tables 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. Revenues are translated or remeasured at the exchange effect in effect on the date of each sale, as the Company has small number of individual sales transactions. Expenses are translated or remeasured at weighted 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 gain (loss) from foreign currency transactions and remeasurements. Equity is translated at historical rates, and the resulting translation adjustments for Kali Tuna are reflected in accumulated other comprehensive income.

Reclassification

Certain other items in the prior periods have been reclassified to conform with the March 31, 2012 presentation, with no effects on previously reported equity or net income (loss) attributable to Umami stockholders.

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 utilization of deferred tax assets. Actual results may differ from those estimates.

Basis of Consolidation

The Company's 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 initial 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 the Company's equity interest in the results of the operations of Baja and Oceanic.  From December 1, 2010, the Company's financial statements include Baja and Oceanic fully consolidated. All significant intercompany balances and transactions have been eliminated in consolidation.

Variable Interest Entities

Under ASC 810, a variable interest entity ("VIE") is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

Based upon the criteria set forth in ASC 810, the Company has determined that it is the primary beneficiary in two VIEs, MB Lubin d.o.o. ("Lubin") in Croatia and Marpesca S.A. de C.V. ("Marpesca") in Mexico (of which Kali Tuna and Baja are the primary beneficiaries respectively), as the Company absorbs significant economics of the entities, has the power to direct the activities that are considered most significant to the entities, and provides financing to the entities. In addition, the entities do not have the total equity investment at risk sufficient to permit them to finance their activities without the Company's support. As such, the VIEs have been consolidated within the Company’s interim condensed consolidated financial statements.

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

Recently Adopted Accounting Standards

In May 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (Topic 820) — Fair Value Measurement (ASU 2011-04), to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and International Financial Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements, particularly for Level 3 fair value measurements. This standard is effective for interim and annual periods beginning after December 15, 2011 and is applied on a prospective basis. The adoption of this guidance did not have a material impact on the Company's consolidated condensed financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income (ASU 2011-05), to require an entity to present the total 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. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of equity. The standard does not change the items which must be reported in other comprehensive income, how such items are measured or when they must be reclassified to net income. This standard is effective for interim and annual periods beginning after December 15, 2011 and is to be applied retrospectively. The FASB has deferred the requirement to present reclassification adjustments for each component of accumulated other comprehensive income in both net income and other comprehensive income. Companies are required to either present amounts reclassified out of other comprehensive income on the face of the financial statements or disclose those amounts in the notes to the financial statements. During the deferral period, there is no requirement to separately present or disclose the reclassification adjustments into net income. The effective date of this deferral will be consistent with the effective date of the ASU 2011-05. The Company has presented condensed consolidated statements of comprehensive income for the three and nine months ended March 31, 2012 and 2011 as a separate statement immediately following the condensed consolidated statements of income for the three and nine months ended March 31, 2012 and 2011.

Newly Issued Accounting Standards

In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment. ASU No. 2011-08 is intended to simplify goodwill impairment testing. ASU No. 2011-08 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying value before performing the two-step goodwill impairment test that exists currently. If it is determined through the qualitative assessment that a reporting unit's fair value is more likely than not greater than its carrying value, the remaining impairment steps would be unnecessary. The qualitative assessment is optional, allowing companies to go directly to the quantitative assessment. ASU No. 2011-08 is effective for fiscal years beginning after December 15, 2011 with early adoption permitted. The Company plans to adopt this revised guidance during the annual goodwill impairment test in the year ended June 30, 2012, and does not expect that the adoption will have a material effect on its consolidated 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. The Company has excluded warrants to purchase 0.3 million shares of the Company's common stock and 1.1 million stock options from the diluted shares because they were anti-dilutive.

The following table presents the calculation of earnings (loss) per share (in thousands, except per share data):

	Three Months Ended March 31,				Nine Months Ended March 31,
	2012		2011		2012		2011
Numerator: Net income (loss) attributable to Umami stockholders	$	2,845	$	2,808	$	19,508	$	2,717
Denominator: Weighted average shares outstanding (basic)	59,512		59,412		59,512		52,541
Effect of dilutive securities
Stock options and warrants	3,467		530		3,995		150
Denominator: Weighted average shares outstanding (diluted)	62,979		59,942		63,507		52,691
Net income (loss) per share (basic)	$	0.05	$	0.05	$	0.33	$	0.05
Net income (loss) per share (diluted)	$	0.05	$	0.05	$	0.31	$	0.05

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, tuna inventory is delivered, the significant risks and rewards of ownership have been transferred to the buyer, the arrangement fee is fixed and determinable and collectability is reasonably assured. The delivery occurs either at one of the Company's sites in Croatia or Mexico when loaded into a freezer vessel or container or at the auction house in Japan. The Company is responsible for the costs of shipping and handling up to the point of sale. These costs are included in the cost of goods sold. The Company does not incur any post sale obligations.

Value Added Tax (VAT or IVA)

Revenue is presented net of value added taxes collected. In Croatia (VAT) and Mexico (IVA, Impuesto al Valor Agregado, or VAT in Mexico), is not charged on exports, and in Mexico, Bluefin Tuna is classified as a food which is IVA exempt. In both countries, the Company can claim back VAT or IVA paid on its business purchases. At March 31, 2012, the VAT rate for Croatia was 25% and the IVA rate for Mexico was 15%. The amount receivable from the Mexican and Croatian Tax authorities is recorded in the Company's balance sheet as "Refundable value added tax."

Cost of Goods Sold

Cost of goods sold includes costs associated with the initial catching or purchasing of tuna and costs associated with towing fish to the Company's farming operations, as well as farming costs, tuna shipping and handling costs and insurance costs related to the Company's Bluefin Tuna inventories. The Company's farming costs include feed costs, which are the largest component of growing costs, as well as other costs of farming such as employee compensation, benefits, and other employee-related costs for its farming personnel and direct costs incurred in the farming operation. Finally, cost of goods sold in fiscal 2011 and 2012 also reflects fair value adjustments 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. Changes in cost of goods sold do not necessarily correlate with revenue changes. Costs of goods sold may be materially impacted by changes over which the Company has limited or no control, particularly feed costs.

Selling and General Administration Expenses

Selling and general administrative expenses consist of commissions payable arising from the Company's sales agreement with Atlantis, compensation, benefits, and other employee-related costs for executive management, finance, human resources and other administrative personnel, third-party professional fees, allocated facilities costs, and other corporate and operating expenses.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the factors that market participants would use in valuing the asset or liability. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Unadjusted quoted prices for identical assets or liabilities in active markets that an entity has the ability to access as of the measurement date, or observable inputs.

Level 2 - Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Significant unobservable inputs that reflect an entity's own assumptions that market participants would use in pricing an asset or liability.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. When that occurs, assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for derivative stock warrants within the fair value hierarchy.

Financial Assets and Liabilities

The Company utilizes the market approach to measure fair value for its financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As of March 31, 2012, the Company had certain liabilities that are required to be measured at fair value on a recurring basis. These included the Company's derivative stock warrants. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities all approximate their fair value due to their short-term nature. In addition, the Company believes the fair value of their short- and long-term borrowings approximate their carrying values based on change in control provisions of their debt agreements.

The Company's derivative stock warrants do not trade in an active securities market, and as such, the Company estimates the fair value of those warrants using a binomial pricing model.  Some of the significant inputs are observable in active markets, such as the fair value of the Company's share price, volatility and risk free rate.  Because some of the inputs to the Company's valuation model are either not observable quoted prices or are not derived principally from or corroborated by observable market data by correlation or other means, the warrant liability is classified as Level 3 in the fair value hierarchy. Please see Note 10 for a discussion regarding the determination of fair value for these liabilities. The unrealized gains or losses on derivative stock liabilities are recorded as a change in fair value of derivative stock warrants in the Company's Statements of Operations.

No other assets or liabilities are measured at fair value on a recurring basis, or have been measured at fair value on a non-recurring basis subsequent to initial recognition, on the accompanying consolidated condensed balance sheet as of March 31, 2012. The Company does not hold any financial instruments for trading purposes.

Financial liabilities measured at fair value on a recurring basis are summarized below (in thousands):

	Carrying Value as of		Fair Value Measurements at a Reporting Date Using:
	March 31, 2012		Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities
Derivative stock warrants	$	5,021	$	—	$	—	$	5,021	$	5,021
	Carrying Value as of		Fair Value Measurements at a Reporting Date Using:
	June 30, 2011		Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Liabilities
Derivative stock warrants	$	2,286	$	—	$	—	$	2,286	$	2,286

There were no transfers between Level 1, Level 2 and Level 3 measurements during the nine months ended March 31, 2012.

The following table presents the qualitative information about level 3 fair value measurements for financial instruments measured at fair value on a recurring basis at March 31, 2012:

	Fair Value		Valuation Technique	Unobservable Input(s)	Range (Weighted Average
Derivative stock warrants	$	5,021	Binomial pricing model	Expected volatility	22% - 62% (41%)
				Exercise price for settlement warrants	$0.01 - $1.65 (0.94)

Long-Lived Assets

The Company reviews its 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 the Company evaluates for impairment annually or more frequently based on facts and circumstances.

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, the Company considers 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. The Company considers 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.

The Company evaluates its uncertain tax positions in accordance with the guidance for accounting for uncertainty in income taxes. The Company recognizes 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 the Company's financial statements or tax returns. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax positions in income tax expense.

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 the Statements of Operations.

Inventories

Inventories consist primarily of live tuna stock that the Company farms 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 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, the Company would adjust its inventory balances through a charge to cost of goods sold.

During the fishing season, tuna is caught at sea and transported to the Company's farms. This tuna is not included in the Company's 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 and are transferred to live stock inventory when the biomass has been assessed at lower of cost or the net realizable value. Fishing costs include costs associated with the initial catching or purchasing of the Company's tuna and costs associated with towing these fish to its farming operations, as well as farming costs, tuna shipping and handling costs and insurance costs related to its Bluefin Tuna inventories. The Company's farming costs include feed costs, which are the largest component of growing costs, as well as other costs of farming such as employee compensation, benefits, and other employee-related costs for its farming personnel and direct costs incurred in the farming operation.

Trade Accounts Receivable

Trade accounts receivable represents the balance owed to the Company by its customers (both related and non-related parties) in connection with sales transactions. An allowance for uncollectible accounts is determined by management based on a review of its 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 was less than $0.1 million on June 30, 2011 and was nil on March 31, 2012.

Cash and Cash Equivalents

The Company considers all highly liquid cash investments that mature in three months or less when purchased, to be cash equivalents. The Company's bank deposits are generally not covered by deposit insurance.

Investments in Unconsolidated Affiliates

The Company accounts for its investments in unconsolidated affiliates by the equity method. The equity method of accounting is used when an investment in voting stock gives the Company the ability to exercise significant influence over operating and financial policies of the investee and when the Company holds 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. The Company uses a Black-Scholes model for estimating the fair value of its stock options. Since the Company has limited prior trading history, expected volatility is estimated based on the historical volatility of similar companies in the same industry as the Company. 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 options have only been granted to six individuals who are members of the Company's management and Board of Directors and because of their position with the Company are not anticipated to leave prior to the option maturities, and because the Company has 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. The Company does not presently expect to pay dividends.

Derivative Stock Warrants

Prior to November 30, 2010, the Company's reporting currency was the USD and its functional currency was the HRK, as virtually all operations were in Croatia. Capital raising efforts are conducted primarily in USD and the Company has issued and will continue to issue warrants to purchase common shares at prices denominated in USD.

Through November 30, 2010, because the exercise prices of the warrants were not denominated in the Company's functional currency, its warrants were required to 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 Statements 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 acquisition). Effective December 1, 2010, the Company's functional currency became the USD and it reclassified the $1.3 million liability for warrants to purchase 5.2 million of its common stock to stockholders' equity. Warrants to purchase approximately 4.1 million shares of the Company's common stock are currently accounted for as liabilities as of March 31, 2012 due to specific features within the warrant agreements. See Note 10 for further details.

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Description of business

9 Months Ended

Mar. 31, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of business

Description of business

Umami Sustainable Seafood Inc. (including its subsidiaries unless the context indicates otherwise, "Umami" or "the Company") fishes and farms for Northern and Pacific Bluefin Tuna. The Company has 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"), the Company's majority stockholder.

The Company's core business activity is farming and selling Bluefin Tuna. The Company generates all of its revenue from the sale of Bluefin Tuna primarily into the Japanese sushi and sashimi market, and its sales are highly seasonal. The Company's farming operations increase the total weight of its Bluefin Tuna, which it refers to as biomass, by catching or, less frequently, purchasing Bluefin Tuna and then transporting them to its farms for optimizing the growth cycle by maintaining its Bluefin Tuna biomass inventory in farm pens over extended cycles.

The Company is a June 30-based fiscal year Company and due to the optimal seasonality for harvesting Bluefin Tuna in winter, it generates little or no revenue in its first fiscal quarter (the three months ending September 30) or its fourth fiscal quarter (the three months ending June 30). In Croatia, the Company's harvest months are typically from November through February, while in Mexico, harvest months are typically from October through December.

The Company owns and operates Kali Tuna d.o.o., or Kali Tuna, which is a Northern Bluefin Tuna farming operation located in the Adriatic Sea off the coast of Croatia. The Company also owns and operates Baja Aqua Farms, S.A. de C.V., or Baja, which is a Pacific Bluefin Tuna farming operation located in the Pacific Ocean off Baja California, Mexico.

Prior to June 30, 2010, the Company was a shell company known as Lions Gate Lighting Corp., or Lions Gate. On June 30, 2010, Lions Gate and Atlantis Group hf, or Atlantis, the Company's majority shareholder, completed a transaction in which Lions Gate purchased from Atlantis all of the issued and outstanding shares of its wholly-owned subsidiary, Bluefin Tuna Acquisition Group, or 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 an indirect subsidiary of Atlantis, became an indirect wholly-owned subsidiary of the Company. 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, the Company changed its name to Umami Sustainable Seafood Inc. On July 20, 2010, the Company acquired 33% of Baja Aqua Farms, S.A. de C.V., or Baja, and on November 30, 2010, it acquired virtually all of the remaining shares of Baja and all of the shares of its related party Oceanic Enterprises, Inc, or Oceanic. The Company currently owns 99.98% of Baja.

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Mar. 31, 2012	Jun. 30, 2011
Current assets:
Cash and cash equivalents	$ 17,635	$ 1,096
Accounts receivable, trade, net	28	1,347
Accounts receivable, related party	16,446	1,970
Inventories	33,828	55,026
Refundable value added tax	2,792	2,007
Other current assets	4,396	672
Total current assets	75,125	62,118
Property and equipment, net	17,605	16,745
Farming concessions	11,449	11,541
Goodwill	265	292
Deferred income taxes	410	445
Deferred financing costs	0	368
Prepaid tuna quota and other assets	1,988	209
Total assets	106,842	91,718
Current liabilities:
Short-term borrowings	18,809	24,002
Notes payable, related parties	0	7,587
Accounts payable, trade	2,309	8,916
Accounts payable, related parties	0	556
Accrued liabilities	1,530	2,750
Income taxes payable	7,471	1,387
Deferred income taxes	734	750
Total current liabilities	30,853	45,948
Long term debt	15,825	4,417
Notes payable, related parties	0	2,000
Derivative stock warrants	5,021	2,286
Obligations under capital leases	10	16
Deferred income taxes	2,214	2,214
Other long-term liabilities	0	803
Total liabilities	53,923	57,684
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock $0.001 par value, 100,000 shares authorized, 59,512 shares issued and outstanding at March 31, 2012 and June 30, 2011	60	60
Additional paid-in capital	24,719	23,566
Retained earnings	28,057	8,549
Accumulated other comprehensive income	3,648	4,636
Total Umami Sustainable Seafood Inc. stockholders’ equity	56,484	36,811
Noncontrolling interests:
Total noncontrolling interests	(3,565)	(2,777)
Total equity	52,919	34,034
Total liabilities and stockholders’ equity	106,842	91,718
Noncontrolling Interest [Member] | Lubin [Member]
Noncontrolling interests:
Total noncontrolling interests	(3,328)	(2,705)
Total equity	(3,328)	(2,705)
Noncontrolling Interest [Member] | Marpesca [Member]
Noncontrolling interests:
Total noncontrolling interests	(259)	(99)
Total equity	(259)	(99)
Noncontrolling Interest [Member] | KTT [Member]
Noncontrolling interests:
Total noncontrolling interests	22	27
Total equity	$ 22	$ 27

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CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (USD $) In Thousands, unless otherwise specified	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income [Member]	Total Umami Sustainable Seafood Inc. Stockholders' Equity [Member]	Lubin [Member] Non-Controlling Interests [Member]	Marpesca [Member] Non-Controlling Interests [Member]	KTT [Member] Non-Controlling Interests [Member]
Equity at Jun. 30, 2011	$ 34,034	$ 60	$ 23,566	$ 8,549	$ 4,636	$ 36,811	$ (2,705)	$ (99)	$ 27
Equity, shares at Jun. 30, 2011	59,512	59,512
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of warrants	50		50			50
Stock-based compensation expense	300		300			300
Placement agent settlement	803		803			803
Comprehensive income (loss):
Net income (loss)	18,454			19,508		19,508	(891)	(160)	(3)
Translation adjustments	(722)				(988)	(988)	268	0	(2)
Total comprehensive income (loss)	17,732					18,520	(623)	(160)	(5)
Equity at Mar. 31, 2012	$ 52,919	$ 60	$ 24,719	$ 28,057	$ 3,648	$ 56,484	$ (3,328)	$ (259)	$ 22
Equity, shares at Mar. 31, 2012	59,512	59,512

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Mar. 31, 2012	Mar. 31, 2011
Operating activities
Net income	$ 18,454	$ 1,950
Adjustments to reconcile to net cash used in operating activities:
Depreciation and amortization	1,176	1,259
Gain on bargain purchase business combination	0	(2,781)
Stock-based compensation	300	120
Deferred income tax	0	(134)
Loss (gain) on stock warrants	2,462	(79)
Income from investment in unconsolidated affiliates	0	(601)
Amortization of deferred finance costs, debt discount and warrants included in interest expense	3,419	1,641
Foreign currency changes on foreign-denominated debt	331	0
Changes in assets and liabilities:
Accounts receivable, trade	1,216	(624)
Accounts receivable, related parties	(20,244)	(12,253)
Inventories	18,275	18,098
Refundable value added tax	(938)	(9)
Prepaid expenses and other assets	(5,567)	(1,010)
Accounts payable, trade and accrued liabilities	(6,680)	3,210
Income taxes payable	6,232	1,561
Accounts payable to related parties	(477)	796
Net cash provided by operating activities	17,959	11,144
Investing activities
Purchase of Baja and Oceanic	0	(19,109)
Purchase of BTH joint venture assets	0	(1,629)
Purchases of property and equipment	(3,680)	(565)
Proceeds from sale of property and equipment	25	0
Net cash used in investing activities	(3,655)	(21,303)
Financing activities
Bank financing	19,150	21,609
Bank repayments	(12,468)	(19,934)
Borrowings from unrelated parties	11,908	14,750
Repayments of borrowings from unrelated parties	(12,506)	(8,750)
Borrowings from related parties	1,315	4,099
Repayments of borrowings from related parties	(6,027)	(5,442)
Capital leases	(5)	0
Offering costs paid	(452)	(1,046)
Proceeds on the issuance of common stock and warrants	0	4,641
Funds released from escrow	0	1,635
Net cash provided by financing activities	915	11,562
Subtotal	15,219	1,403
Effect of exchange rate changes on the balances of cash held in foreign currencies	1,320	2,951
Cash and cash equivalents at beginning of year	1,096	215
Cash and cash equivalents at end of period	17,635	4,569
Supplemental Cash Flow Information
Interest	2,196	2,061
Income taxes	2,453	562
Non-cash activities
Reclassification of derivative warrant liability	0	1,290
Advances from shareholders for aquisition of Baja and Oceanic	0	8,000
Payment by BTH to Atlantis Group to offset against shareholder loan	0	334
Issuance of common stock in connection with acquisition of Baja and Oceanic	0	12,050
Settlement of related party accounts	$ 6,262	$ 8,884

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CONDENSED CONSOLIDATED BALANCE SHEETS Parentheticals (USD $) In Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2012	Jun. 30, 2011
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	100,000	100,000
Common Stock, Shares, Issued	59,512	59,512
Common Stock, Shares, Outstanding	59,512	59,512

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Stock options and warrants

9 Months Ended

Mar. 31, 2012

Equity [Abstract]

Stock options and warrants

Stock options and warrants

Stock Options

The Company does 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 the Company's common stock at $1.00 per share. Of these options, 183,333 vested immediately, and an additional 183,333 shares vested 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 five year contractual term with 3.25 years remaining at March 31, 2012.

On December 6, 2011, stock options were granted to the Company's three independent directors to purchase a total of 300,000 shares of its common stock at $2.00 per share. Of these options, 100,000 vested immediately, and an additional 200,000 shares will vest on each of the second and third anniversary dates of the grants. The options have a five year contractual term with 4.75 years remaining at March 31, 2012.

On January 5, 2012, stock options were granted to one executive officer to purchase up to 875,000 shares of the Company’s common stock with a three year contractual term at an exercise price of $1.60 per share, the last quoted price of the Company’s stock on January 4, 2012. Upon the closing of a single firm commitment underwritten public offering of shares of the Company’s common stock in which the gross proceeds to the Company are at least $40.0 million (a “Qualified Equity Offering”), 55% of the options will vest. The remaining 45% of the options will vest equally in six installments every six months, with the first installment vesting on July 5, 2012. In addition, in the event of a Qualified Equity Offering, the officer will receive an option to purchase a number of additional shares of the Company’s common stock such that immediately following the option grant, he will own, assuming full exercise of all option grants held by him, not less than 1.0% of the Company’s fully-diluted capital stock.

On January 31, 2012, stock options were granted to one of the Company's independent directors to purchase a total of 100,000 shares of its common stock at the thirty-day average closing price of the Company's common stock ending on the last trading day prior to the grant date ($1.82 per share). Of these options, options to purchase 33,333 shares of the Company's common stock vested immediately, and options to purchase an additional 33,333 shares will vest on each of the first and second anniversary dates of the grant. The options have a five year contractual term with 5.0 years remaining at March 31, 2012.

On March 1, 2012, stock options were granted to two of the Company's independent directors to purchase a total of 200,000 shares of its common stock at the thirty-day average closing price of the Company's common stock ending on the last trading day prior to the grant date ($2.29 per share). Of these options, options to purchase 66,667 shares of the Company's common stock vested immediately, and options to purchase an additional 66,667 shares will vest on each of the first and second anniversary dates of the grants. The options have a five year contractual term with 5.0 years remaining at March 31, 2012.

The fair value of each option awarded in the three months ended March 31, 2012 was estimated on the grant date using a Black-Scholes valuation model and the following assumptions:

	January 5, 2012 Grant	January 31, 2012 Grant	March 1, 2012 Grants
Exercise price	$1.60	$1.82	$2.29
Fair value of common stock	$1.95	$2.25	$2.35
Expected dividends	—	—	—
Expected volatility	32%	44%	43%
Risk-free interest rate	0.34%	0.3%	0.43%
Expected term (in years)	2.4	3.3	3.3

In the quarter ended December 31, 2011, the Company changed the method by which it determines the fair value of its common stock. In prior periods, the Company estimated the fair value of its common stock by reference to the estimated value of the common stock component of completed sales of units in the past year, along with estimates of the value of the Company based on forecasts and projections of income and cash flows using a discounted cash flow model, as trading volumes were low relative to the Company's size so the Company believed actual private transactions to be a better indicator of the fair value of its common stock. However, in the three months ended December 31, 2011, as there was a significant increase in the trading volume of the Company's common stock, and as the Company had not had any private transactions in the quarter by which to estimate value, the Company believed that the trading value of its common stock was a better indicator of the fair value of its common stock.

Stock option activity during the nine months ended March 31, 2012 and fiscal year ended June 30, 2011 follows:

	Shares	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term
Outstanding as of June 30, 2011	1,100,000	$1.00	4.0 years
Options granted	1,475,000	$1.79	3.8 years
Options exercised	—
Options forfeited	—
Outstanding as of March 31, 2012	2,575,000	$1.45	3.4 years
Exercisable as of March 31, 2012	566,666	$1.38	3.8 years
Vested as of March 31, 2012	566,666	$1.38	3.8 years
Non-vested as of March 31, 2012	2,008,334	$1.47	3.3 years

The intrinsic value of stock options is calculated as the amount by which the fair value of the Company's common stock exceeds the exercise price of the option. At March 31, 2012, the fair value of the Company's common stock exceeded the exercise price for all of its option granted except the March 1, 2012 option grants. As such, the intrinsic value at March 31, 2012 of the Company's options outstanding and its options vested and expected to vest of $1.9 million and the intrinsic value of options exercisable of $0.5 million was calculated based on all but the March 1, 2012 option grants.

There was no tax benefit related to the stock based compensation because the Company has incurred losses in the U.S. and it is not probable that it 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 Statements of Operations was $0.3 million and $0.1 million for the nine months ended March 31, 2012 and March 31, 2011, respectively. As of March 31, 2012, total unrecognized stock compensation expense was $0.7 million, which is expected to be recognized over the remaining vesting period of 1.25 to 3.0 years.

Stock Warrants

As of March 31, 2012, the Company had issued warrants to purchase 11.1 million shares of the Company's common stock to various parties in conjunction with debt offerings and private placements, as compensation for services, and in settlement of a dispute. The Company's warrants are accounted for as equity or liabilities based on specific features within the warrant agreements. Stock warrants that embody obligations of the issuer must be classified as liabilities. Examples of an obligation include put options that if exercised would require an entity to repurchase its equity shares by physical settlement or issuing another instrument, or contracts that require net cash or net share settlement. All other stock warrants generally should be accounted for as equity instruments. As of March 31, 2012, warrants were outstanding as follows (warrants in thousands):

	Warrants	Weighted Average Exercise Price	Weighted Average Remaining Contractual Term
Balance at June 30, 2011	10,264	$1.56	4.2 years
Issued as placement agent compensation	90	$2.70	5 years
Issued in connection with secured notes	759	$2.01	4.3 years
Balance at March 31, 2012	11,113	$1.60	3.5 years

Stock warrants issued in connection with debt offerings

As described in Note 8, on September 7, 2011, Umami and Baja entered into a note and warrant purchase agreement with private party lenders, who are each accredited investors. In conjunction with the credit agreement, the Company issued warrants to purchase 0.5 million shares of its common stock. The exercise price for the shares of common stock underlying the warrants is $1.50 per share. The lenders 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 were recorded as a stock warrant liability and the fair value of $0.3 million was calculated using a binomial pricing model and was recorded as a discount to the notes payable.

As described in Note 11, on July 7, 2011, the Company entered into a credit facility with Atlantis. In connection with the credit line, on each funding date, the Company is to issue to Atlantis three-year warrants to purchase shares of its common stock at $3.00 per share at the rate of 50,000 warrants for each $1.0 million advanced to the Company. The maximum number of warrants issuable is 750,000. Through March 31, 2012, the Company issued warrants to purchase 0.3 million shares of its common stock to Atlantis. These warrants were recorded as equity in additional paid in capital with a fair value of $26,000.

Stock warrants issued to placement agents as compensation

As described in Note 8, on August 3, 2011, the Company entered into a note purchase agreement with a private party lender. In connection with the loan, the Company paid placement fees of $0.1 million and issued warrants to purchase 0.1 million shares of its common stock at a strike price of $2.70 per share. These warrants were recorded as equity in additional paid in capital with a fair value of $24,000.

Stock warrants issued in settlement of dispute

In July 2010, the Company entered into an agreement with a placement agent which, as amended at various times, was terminated as of December 31, 2010. Under the terms of the agreement, as a result of four financings that were completed during October 2010 and November 2010, the Company agreed to compensate the placement agent and its assigns with a total of $0.9 million in cash and the issuance of warrants to purchase 0.6 million shares of the Company's 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 the Company that it disagreed with the Company's calculations and that it sought additional cash compensation and additional warrants related to the four financings. Further, in March 2011, it advised the Company that a financing transaction completed in February 2011 should be covered by the agreement and requested compensation for that transaction also.

In October 2011, the Company 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 the Company and parties introduced to the Company by the placement agent. The settlement provided that the Company pay an additional $0.1 million in cash, cancel the Original Placement Agent Warrants and replace them with warrants to purchase 650,000 shares of the Company's 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 warrants to purchase 0.25 million shares of the Company's common stock (Series A Warrants) and a group of warrants to purchase 0.4 million shares of the Company's common stock (Series B Warrants). All warrants have standard anti-dilution clauses, cashless exercise provisions and piggyback registration rights. Additionally, if any of the Series A Warrants 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 Warrants and Series B Warrants shall be reduced by $0.12 for each $1.0 million of funding and if the Company defaults on any financial obligation or enters into a recapitalization or restructuring, then the exercise price for the Series A Warrants and Series B Warrants shall be reduced to $0.01.

On October 9, 2011, per the settlement agreement, as compensation for services rendered and in settlement of a dispute related thereto, the Company issued to certain placement agents and their respective affiliates as replacement for the warrants to purchase 618,933 shares of the Company's common stock and issued warrants to purchase an additional 31,067 shares of the Company's common stock. The warrants are exercisable at exercise prices ranging from $1.00 to $1.65 per share with a weighted average price of $1.34 per share. The exercise price of the warrants may be reduced in certain circumstances. The settlement agreement was valued effective June 30, 2011 as the agreement related 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 were recorded as a stock warrant liability in the fiscal year ended June 30, 2011.

As part of the settlement, Ocean Spray, a shareholder of Umami, agreed to exchange on or before October 6, 2011, 0.25 million freely trading Umami shares it owns for Series A Warrants. The Company valued Ocean Spray's contribution to the settlement at June 30, 2011 as $0.1 million, representing the difference between the estimated value of the shares given up and the warrants received, which was previously recorded as a long-term liability at June 30, 2011 and reclassified to additional paid-in capital in the quarter ended December 31, 2011.

Also as part of the settlement, Aurora Investments ehf ("Aurora"), a shareholder of the Company, agreed to purchase any Series B Warrants held by the placement agent not exercised by April 15, 2012 pursuant to a put agreement at $3.00 per warrant. The Company estimated that the put option will be exercised by the placement agent and its assigns and, accordingly, the Company valued Aurora's contribution to the settlement at June 30, 2011 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 previously recorded $0.7 million as a long-term liability at June 30, 2011 and reclassified it to additional paid-in capital in the quarter ended December 31, 2011. In April 2012, the placement agent sought to exercise its put right to Aurora. As of May 15, 2012, Aurora had not settled the put.

Derivative Stock Warrant Liability

The Company accounts for its derivative stock warrants in accordance with the applicable FASB guidance as discussed in Note 2.  Under this guidance, derivative stock warrants are accounted for as fair value liabilities and are valued using Level 3 inputs, with changes in fair value included in net income (loss).

The fair value of the liability associated with the Company's derivative stock warrants increased to $5.0 million at March 31, 2012 from December 31, 2011, which resulted in a $2.3 million loss from the change in fair value of warrants for the three months ended March 31, 2012.

Approximately 4.1 million warrants are currently accounted for as liabilities as of March 31, 2012 due to specific features within the warrant agreements. The following table sets forth a summary of the change in our Level 3 derivative stock warrant liability for the nine months ended March 31, 2012:

Balance at June 30, 2011	$	2,286
Fair value of new warrants issued	273
Unrealized (gains) losses in fair value recognized in operating expenses	2,462
Balance at March 31, 2012	$	5,021

The Company's derivative stock warrants do not trade in an active securities market, and as such, the Company estimates the fair value of these warrants using an binomial pricing model using the following assumptions:

	March 31, 2012			June 30, 2011
Exercise price	$1.00 - $1.65			$1.00 - $1.80
Fair value of common stock	$	2.20		$	1.205
Expected dividends	—			—
Expected volatility	41		%	57		%
Risk-free interest rate	1.04		%	1.76		%
Expected term (in years)	3.6			4.2

In the quarter ended December 31, 2011, the Company changed the method by which it determines the fair value of its common stock, as discussed above. Expected volatility is based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods of comparable companies that correspond to the remaining term of the warrants. The Company believes this method produces an estimate that is representative of its expectations of future volatility over the expected term of these warrants. The Company currently has no reason to believe future volatility over the expected remaining life of these warrants is likely to differ materially from historical volatility. The expected life is based on the remaining term of the warrants. The risk-free interest rate is the interest rate for treasury constant maturity instruments published by the Federal Reserve Board that is closest to the expected term of the warrants.

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DOCUMENT AND ENTITY INFORMATION Document	9 Months Ended
	Mar. 31, 2012	May 11, 2012
Entity Information [Line Items]
Entity Registrant Name	Umami Sustainable Seafood Inc.
Entity Central Index Key	0001368765
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Document Type	10-Q
Document Period End Date	Mar. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		59,512,066

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Related parties

9 Months Ended

Mar. 31, 2012

Related Party Transactions [Abstract]

Related parties

Related parties

Related parties are those parties which have influence over the Company, directly or indirectly, either through common ownership or other relationship. We have had transactions with Atlantis, including its wholly-owned subsidiary Atlantis Co. Ltd., ("Atlantis Japan") and Aurora, a shareholder of the Company that is indirectly owned by the Company's Chief Executive Officer, who is also a director of Aurora.

Financing Transactions

At June 30, 2011, the Company owed Atlantis and Aurora a total of $9.6 million in notes payable. 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. This amount included funds utilized for the refinance of the $4.0 million of the notes payable due to Atlantis on June 30, 2011. New funds available under the credit line totaled $10.7 million (after deduction of fees and expenses). Principal amounts drawn under the credit line bore interest at the rate of 1.0% per month based on the average amount outstanding payable monthly, and required payment of a 1.25% fee related to the advances. During the nine months ended March 31, 2012, the Company borrowed an additional $1.3 million from Atlantis, repaid $2.8 million to Atlantis and paid $3.0 million to others on Atlantis' behalf. Also, the Company issued warrants to acquire 258,948 shares of its common stock at an exercise price of $3.00 in connection with amounts borrowed from Atlantis. The notes and accrued interest totaling $5.4 million were due and payable March 31, 2012. In addition, the Company owed Atlantis Japan $0.9 million in commissions at March 31, 2012. However, the parties agreed to offset these amounts totaling $6.2 million against receivables owed to the Company by Atlantis Japan effective March 31, 2012. See further discussion at "— Subsequent event” below.

Sales of Bluefin Tuna

For the nine months ended March 31, 2012, Atlantis Japan and other Atlantis subsidiaries purchased a total of $29.4 million of Bluefin Tuna from the Company's operations, compared to $40.8 million for the nine months ended March 31, 2011. Of the total amount purchased, $16.4 million remained outstanding and is past due at March 31, 2012. See further discussion regarding this outstanding amount at "— Subsequent event" below.

Sales Agency Agreement

In October 2011, the Company entered into a sales agency agreement with Atlantis Japan, giving Atlantis Japan exclusive rights to sell the Company's Bluefin Tuna in Japan. Under the agreement, the Company paid Atlantis Japan a 2.0% sales commission for all sales it made on the Company's behalf to non-related parties sales up to 4.0 billion Japanese Yen (approximately $52 million), and 1.0% for all sales above that amount. Commissions under the agreement were payable quarterly. The agreement was retroactive to July 1, 2011 and was terminated effective March 31, 2012. Commission expense for the nine months ended March 31, 2012 was $1.2 million.

Other

The Company reimburses Atlantis for certain services provided to the Company, as well as out of pocket expenses paid on the Company's behalf. For the nine months ended March 31, 2012, $0.2 million was billed for services and reimbursements.

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

Related party amounts included in the Company's balance sheet and income statement are as follows:

Balance Sheet	March 31, 2012		June 30, 2011
Trade accounts receivable, related parties	$	16,446	$	1,970
Accounts payable, related parties	—		556
Notes payable, related parties
Due to Atlantis - principal	—		4,000
Due to Aurora - principal	—		5,260
Accrued related party interest, expenses and fees	—		327
Total notes payable, related parties	—		9,587
Included in current portion	—		7,587
Long-term portion	$	—	$	2,000

	Three Months Ended March 31,				Nine Months Ended March 31,
Statements of Operations	2012		2011		2012		2011
Sales to Atlantis and subsidiary – included in net revenue	$	10,403	$	28,825	$	29,390	$	40,802
Reimbursement of costs – included in selling, general and administrative expenses	—		13		157		459
Commission expense – included in selling, general and administrative expenses	144		536		1,188		1,033
Interest expense (including amortization of original issue discounts, deferred financing costs and warrants)	229		557		840		1,364

Subsequent event

On May 14, 2012 the Company reached an agreement with Atlantis whereby Atlantis and Umami agreed to offset all amounts due to Atlantis under the Atlantis Credit facility, including interest, and the amounts due to Atlantis Japan under the Sales Agency agreement effective as of March 31, 2012 (a total of $6.2 million) against amounts due to Kali Tuna and Baja for fish purchased by Atlantis Japan. Additionally, Atlantis and Atlantis Japan agreed to pay the Company for all remaining amounts owed by Atlantis Japan under its purchase agreements with Kali Tuna (totaling HRK 99.7 million or approximately $17.2 million USD on May 14, 2012) and Baja (totaling $1.1 million USD), representing the amounts that would have been received by Kali Tuna and Baja in their respective functional currencies had the accounts receivable been paid on their respective due dates. The amounts are due no later than July 31, 2012.

The net amount due to the Company at March 31, 2012 of $16.4 million shown on the consolidated balance sheet represents the amounts due to Kali and Baja in Japanese Yen converted into USD at the prevailing exchange rates on March 31, 2012. The total amount due from Atlantis at March 31, 2012 discussed above ($18.3 million) represents the agreed upon amount due to the Company at the prevailing exchange rates on May 14, 2012 (the date of the agreement with Atlantis discussed above). To provide security for this total amount due to the Company, Atlantis has secured these obligations with 8.0 million of its shares in the Company. If Atlantis has not paid the net amount due by July 31, 2012, the Company will have the right to liquidate enough of the 8.0 million shares of collateral to settle the total amount due to Kali Tuna and Baja and return any excess shares to Atlantis. In the event the proceeds from liquidation of all 8.0 million shares is insufficient to settle the total amount due to Kali Tuna and Baja, Atlantis remains obligated to pay the remaining amount.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012	Mar. 31, 2011
Net revenue	$ 25,590	$ 42,338	$ 97,114	$ 56,712
Cost of goods sold	(12,524)	(32,383)	(49,944)	(43,539)
Gross profit	13,066	9,955	47,170	13,173
Selling, general and administrative expenses	(3,723)	(3,485)	(10,840)	(7,042)
Research and development expenses	(44)	(121)	(150)	(244)
Other operating income (expense), net	(26)	30	157	329
Total operating expenses	(3,793)	(3,576)	(10,833)	(6,957)
Operating income	9,273	6,379	36,337	6,216
Loss from foreign currency transactions and remeasurements	(1,943)	(500)	(1,586)	(734)
Gain (loss) on derivative stock warrants	(2,258)	(140)	(2,462)	79
Gain from investment in unconsolidated affiliates	0	0	0	601
Bargain purchase on business combinations	0	930	0	2,781
Interest expense, net	(1,110)	(2,264)	(5,978)	(4,889)
Income before provision for income taxes	3,962	4,405	26,311	4,054
Income tax provision	1,405	1,675	7,857	2,104
Net income	2,557	2,730	18,454	1,950
Add net (income) losses attributable to the non-controlling interests:
Net income attributable to Umami Sustainable Seafood Inc. stockholders	2,845	2,808	19,508	2,717
Basic net income per share attributable to Umami Sustainable Seafood Inc. stockholders	$ 0.05	$ 0.05	$ 0.33	$ 0.05
Weighted-average shares outstanding, basic	59,512	59,412	59,512	52,541
Diluted net income per share attributable to Umami Sustainable Seafood Inc. stockholders	$ 0.05	$ 0.05	$ 0.31	$ 0.05
Weighted-average shares outstanding, diluted	62,979	59,942	63,507	52,691
Lubin [Member]
Add net (income) losses attributable to the non-controlling interests:
Net losses attributable to the non-controlling interests	184	(10)	891	562
Marpesca [Member]
Add net (income) losses attributable to the non-controlling interests:
Net losses attributable to the non-controlling interests	103	87	160	131
KTT [Member]
Add net (income) losses attributable to the non-controlling interests:
Net losses attributable to the non-controlling interests	$ 1	$ 1	$ 3	$ 74

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Other current assets

9 Months Ended

Mar. 31, 2012

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other current assets

Other current assets

Other current assets were comprised as follows as of March 31, 2012 and June 30, 2011:

	March 31, 2012		June 30, 2011
Prepaid fishing expenses	$	2,904	$	111
Other receivables	350		180
Prepaid other expenses	524		315
Prepaid insurance	618		66
	$	4,396	$	672

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Inventories

9 Months Ended

Mar. 31, 2012

Inventory Disclosure [Abstract]

Inventories

Inventories

Inventories were comprised as follows as of March 31, 2012 and June 30, 2011:

	March 31, 2012		June 30, 2011
Live stock inventories:
under 30 kg.	$	14,773	$	24,364
30-60 kg.	9,936		10,156
61-90 kg.	3,896		12,647
91+ kg.	1,532		1,268
	30,137		48,435
Inventory in transit (fishing season in progress)	—		4,611
Fish feed and supplies	3,691		1,980
Total inventories	$	33,828	$	55,026

Inventories are stated at the lower of cost, based on the average cost method, or market. 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 estimated 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 an acceptable profit margin on the cost to be incurred and the selling efforts. International regulations prohibit the sale for consumption of Atlantic Northern Bluefin Tuna (which is farmed in Croatia) under 30 kg. The Company evaluates the net realizable value of its inventories on a quarterly basis and would 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 the Company's biomass totals until it has been properly measured and counted upon arrival at the farm.

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Income Taxes

9 Months Ended

Mar. 31, 2012

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company calculates its interim tax provision in accordance with the guidance for accounting for income taxes in interim periods. At the end of each interim period, the Company estimates the annual effective tax rate and applies that tax rate to its ordinary year-to-date pre-tax income. The tax expense or benefit related to significant, unusual or extraordinary discrete events during the interim period is recognized in the interim period in which those events occurred. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.

The Company recorded income tax expense of $1.4 million and $7.9 million for the three and nine months ended March 31, 2012, respectively, as compared to income tax expense of $1.7 million and $2.1 million for the same periods in fiscal 2011, respectively. The decrease in income tax expense in the three months ended March 31, 2011 compared to the three months ended March 31, 2012 is due to a lower pretax income and a lower effective tax rate. The increase in the tax provision for the nine months ended March 31, 2012 is primarily due to the significant increase in revenues and operating income for the nine months ended March 31, 2012 compared to the nine months ended March 31, 2011, offset partially by the lower effective rate for the current year. The estimated annual effective tax rate of 31.0% for fiscal 2012 differs from the statutory U.S. federal income tax rate of 34% primarily due to to the permanently reinvested profits from Kali which are taxed at a lower statutory rate.

In assessing the realizability of deferred tax assets, management considers 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 temporary differences become deductible. Management considers 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. The Company has established a valuation allowance against certain deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates 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.

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. The Company periodically evaluates its investment strategies for Kali to determine whether its foreign earnings will be indefinitely reinvested offshore and, accordingly, whether U.S. income taxes should be provided when such earnings are recorded. These additional foreign earnings could be subject to additional tax if remitted, or deemed remitted, as a dividend. Baja earnings are considered to be repatriated to the United States and the Company, to fund the Company's current operations and debt obligations taken out primarily for the acquisition and operations of Baja. Therefore, income taxes are provided on the excess of the amount of financial reporting basis over tax basis of the investment in Baja for the three and nine months ended March 31, 2012.

The Company's policy is to classify interest and penalties related to income tax matters as income tax expense. The Company had no accrual for interest or penalties at March 31, 2012 or March 31, 2011, and did not recognize interest or penalties in the Statements of Operations during the nine months ended March 31, 2012 and March 31, 2011.

The tax years 2008 to 2011 remain open to examination by federal and state taxing jurisdictions, and the tax years 2006 to 2011 remain open to examination by foreign jurisdictions.

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Borrowings

9 Months Ended

Mar. 31, 2012

Debt Disclosure [Abstract]

Borrowings

Borrowings

The Company's borrowings were comprised as follows as of March 31, 2012 and June 30, 2011 (monetary units in thousands):

	Borrowing Party	Facility	Interest Rate	Effective rate at March 31, 2012	March 31, 2012		June 30, 2011
Non-related party borrowings:
Erste&Steiermaerkische bank d.d.	Kali Tuna	HRK 29,240	4.4% floating *	5.74%	$	5,178	$	5,708
Erste&Steiermaerkische bank d.d.	Kali Tuna	HRK 30,000	4.4% floating *	5.65%	5,313		5,856
Erste&Steiermaerkische bank d.d.	Kali Tuna	JPY 180,000	3M JPY LIBOR+6.5%	n/a	—		2,219
Erste&Steiermaerkische bank d.d.	Kali Tuna	HRK 80,000	40% at HBOR 2.8% + 60% at 4.4%	6.11%	14,168		—
Erste&Steiermaerkische bank d.d.	Kali Tuna	EUR 550	3M EURIBOR+5%	6.38%	675		792
Volksbank d.d.	Kali Tuna	HRK 10,000	40% at HBOR 3.8% + 60% at 5.9%	n/a	—		1,627
Privredna banka Zagreb d.d.	Kali Tuna	EUR 2,505	3M EURIBOR+4.75%	6.29%	2,543		3,593
Bancomer	Baja Aqua Farms	MXN 50,000	TIEE + 4.5%	n/a	—		4,223
Bancomer	Baja Aqua Farms	MXN 46,878	TIEE + 5.0%	9.78%	784		—
Amerra Capital Management, LLC	Umami	USD 8,500	11% + 1YR LIBOR	11.82%	5,965		—
UTA Capital LLC	Umami	USD 3,125	9%	n/a	—		3,387
Private investors	Umami	USD 5,624	Nil	n/a	—		2,000
Total obligations under capital leases					18		37
Less: Debt Discount					—		(1,007		)
Total non-related party borrowings					$	34,644	$	28,435
Related party borrowings:
Atlantis Co., Ltd.	Umami	USD 15,000	1%/month	n/a	$	—	$	4,274
Atlantis Co., Ltd.	Umami	USD 15,000	1%/month	n/a	—		—
Aurora Investments ehf	Umami	USD 8,000	1%/month	n/a	—		5,313
Total related party borrowings					$	—	$	9,587
Total borrowings					$	34,644	$	38,022
Made up of:
Short-term borrowings, non-related party					$	18,809	$	24,002
Short-term borrowing, related party					—		7,587
Long-term debt, non-related party					15,825		4,417
Long-term debt, related party					—		2,000
Long-term obligations under capital leases					10		16
Total borrowings					$	34,644	$	38,022

*At discretion of bank

Material Credit Agreements - Croatian Operations

The Company's Croatian operations are funded with local bank debt that is secured by most of the Bluefin Tuna inventory, fixed assets and concessions of its Croatian operations. Most of the loans require pre-approval for any funds to be distributed outside of the Croatian operations. At March 31, 2012, Kali Tuna had $27.9 million in bank debt, of which $12.1 million was current and $15.8 million was long-term. At March 31, 2012, the Company had $17.1 million of cash on hand available for use by its Croatian operations. The following is a description of the material indebtedness owed by the Company's Croatian operations:

Erste & Steiermaerkische Bank Loans

On October 30, 2007, Kali Tuna entered into a framework credit agreement with Erste & Steiermaerkische bank d.d. ("Erste & Steiermaerkische"), which was renewed on January 21, 2008. The framework agreements provided for a secured credit facility consisting of three revolving credit lines: (i) a credit line of HRK 29.2 million, granted under the short term revolving credit agreement dated November 12, 2007, payable successively or at once on February 15, 2012, with a variable interest rate of 5.0%; (ii) a credit line of HRK 30.0 million, granted under the short term revolving credit agreement dated June 6, 2008, payable successively or at once on March 15, 2012, with a variable interest rate of 5.0%; and (iii) a credit line of JPY 180.0 million, payable successively or at once on March 1, 2012, with a variable interest rate of 3-month LIBOR + 6.5%. The funds were to be used for preparation of goods for export and other export purposes. The first two of the mentioned agreements were executed as part of the program of the Croatian Bank for Reconstruction and Development for advancement of export, which included a subsidized interest rate, and were each renewed for one additional year. The JPY 180.0 million credit line was repaid in full in March 2012 and has not been renewed. On March 15, 2012, the HRK 29.4 million and HRK 30.0 million credit lines were extended to February 15, 2013 and March 15, 2013, respectively, and, in connection therewith, the interest rates were reduced from 5.0% to 4.4%.

On April 15, 2011, Lubin entered into a credit agreement with Erste & Steiermaerkische. The agreement provides for a secured credit facility of EUR 0.6 million with interest payable monthly at a variable rate of three-month EURIBOR plus 5.0%. The loan matures on January 31, 2018. Funds advanced were used for operational purposes at the Company's Croatian operations. The loan/facility is secured by certain fixed assets of the Company's Croatian operations. Kali Tuna is jointly liable for all of Lubin's obligations under the facility.

On June 8, 2011, Kali Tuna entered into an additional syndicated credit agreement with Erste & Steiermaerkische and the Croatian Bank for Reconstruction and Development ("HBOR"). The agreement provides for a secured credit facility consisting of a credit line of HRK 80.0 million, which was fully drawn at December 31, 2012, with 40.0% of the credit line (funds of HBOR) accruing interest at a variable rate of 2.8% and the remaining 60.0% at a variable rate equal to the rate accruing on Croatian National Bank bills with maturity of 91 days, plus 3.0%. The facility matures on December 31, 2014 and is repayable in one installment. The interest is payable quarterly. Funds advanced are to be used for working capital needs for the operation of the farming sites of Kali Tuna in Croatia or for the purchase of tuna, and require that matching funds (at least 45%) be provided by the Company. As of March 31, 2012, Kali Tuna has drawn all funds available under the line. The line is secured by live Bluefin Tuna owned by Kali Tuna in Croatia, as well as other security instruments, including guaranties issued by Lubin, Atlantis and Umami.

Under the Erste & Steiermaerkische's agreements, Kali Tuna agreed that, without obtaining Erste & Steiermaerkische's consent, it would not pledge or otherwise encumber its assets, dispose of its assets (except in the ordinary course of business), undertake actions affecting the company status (including mergers or subdivisions), repay indebtedness owed to its shareholders, guarantee the obligations of others or incur additional indebtedness. Events of defaults, which results in an acceleration of all amounts due under the facility, include the failure to pay any obligation when due, Kali Tuna's insolvency, a material adverse change in Kali Tuna's business, use of funds for purposes other than those for which the loan was granted, the invalidity (or non-substitution) of any of the security instruments, a breach of the obligation to conduct at least 75% of the payment operations through Erste & Steiermaerkische, and a change of ownership of Kali Tuna that is not acceptable to Erste & Steiermaerkische.

Other Bank Loans

Kali Tuna also has a loan from Privredna banka Zagreb d.d. for EUR 2.5 million that matures on March 31, 2014 and is payable in three annual installments which began March 31, 2012. The first annual installment was paid early in January 2012. Interest is payable monthly based on the three-month EURIBOR rate plus 4.75%. Funds advanced were granted for the purchase of certain assets and for working capital purposes. The loan is secured by certain of the Company's fish inventory in Croatia as well as certain other security instruments, including the pledge over two motor boats owned by the seller of the assets. The parties established that the value of the pledged fish inventory amounted to HRK 29.7 million on March 31, 2011, and Kali Tuna undertook to maintain a certain value of inventory until the full repayment of the loan. Under the agreement, Kali Tuna undertook various other obligations, including not to assume further debts or to encumber its assets in a manner that could affect its ability to repay the loan, to inform the bank of all material changes (including changes of the company status) or changes affecting its business or ability to repay the loan and to conduct its monetary operations through the bank on a pro rata basis in relation to other creditors. In case of default, the bank may terminate the agreement with immediate effect and make due the total amount of the loan. Events of default include a delay in repaying any of its obligations under the agreement (or any other agreement it may enter into with the bank), a material adverse changes that may reasonably affect the ability of Kali Tuna to fulfill its obligations under the agreement and a change of the company name or address of which the bank is not informed within three days. In addition, Kali Tuna undertook not to perform any activities that could endanger the environment or any activities in breach of the applicable regulations relating to environmental protection for the duration of the agreement.

Kali Tuna had an additional credit line that was paid in full in January 2012. The credit line was with Volksbank d.d. for HRK 10.0 million that was to mature on December 31, 2013 and was payable in quarterly installments of $0.2 million, which began March 31, 2011. The terms of the loan called for a variable interest rate based on 40.0% of the funds at a rate of 3.8%, with the remaining 60.0% at a rate of 5.9%. The loan was secured by certain of the Company's Croatian fish inventory and certain other security instruments, including a guaranty by Lubin.

Material Credit Agreements - Mexican Operations

On July 5, 2010, Baja entered into a revolver facility dated (as amended on June 23, 2011) with BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer("Bancomer") for MXN 50.0 million that accrued interest payable at an annual rate equal to the Mexican 28-days period Tasa de Interés Interbancaria de Equilibrio ("TIIE") + 4.0% and was secured by certain Baja inventory. Marpesca and Oli Steindorsson, the Company's Chairman, President and Chief Executive Officer, were joint obligors under the credit facility. This facility matured on September 30, 2011, was extended to November 4, 2011 and was paid in full in October 2011.

On February 22, 2012, Baja entered into a revolver facility with Bancomer for MXN 46.9 million that accrues interest payable at an annual rate of the 28-days period TIIE and is unsecured. This facility matures on February 22, 2013. At March 31, 2012, Baja had borrowed MXN 10.0 million and the remainder is available to fund its operations in Mexico. Under this facility Baja is not subject to restrictive covenants other than customary affirmative covenants such as the periodic delivery of financial statements and compliance with applicable Mexican environmental laws and regulations. This facility matures on February 22, 2013. This facility does not restrict the ability of Baja to pay dividends. Baja drew down an additional MXN 10.0 million on April 3, 2012.

Private Investor Loans - Baja and Umami

On August 26, 2011, Umami, together with Baja, entered into a credit agreement with AMERRA Agri Fund, L.P., AMERRA Agri Opportunity Fund, L.P., JP Morgan Chase Retirement Plan (the "Lending Parties") and AMERRA Capital Management, LLC (as administrative agent). The agreement was amended in February 2012 and again in April 2012 (the agreement, as amended, is referred to as the "AMERRA Agreement").

The AMERRA Agreement provides for a secured credit facility consisting of loans in an aggregate principal amount of up to $15.0 million, with a variable interest rate of one-year LIBOR plus 9.0% for a portion of the loans and LIBOR plus 11.75% for a portion of the loans. At March 31, 2012, a total of $6.0 million remained outstanding and on April 16, 2012, Umami received additional proceeds of $3.9 million for a $4.0 million note. No additional funds are currently available under the line. Additional funds can be available based on growth of the biomass or completion of the fishing operation in Baja.

Funds advanced are to be used solely to refinance certain of the Company's indebtedness, to finance the working capital needs of Baja and to pay expenses incurred in connection with the credit facility. The loans were funded in three tranches. The first tranche of $5.2 million was received on September 7, 2011 in the amount of $5.1 million, of which $3.1 million was used to repay a secured note with a maturity date of March 31, 2012, plus accrued interest and to pay placement agent costs totaling $0.1 million, with the remainder being used as general working capital for growth and reinforcement of infrastructure at the Company's facility in Mexico. The second tranche of $1.1 million was received on September 15, 2011. In January 2012, the Company repaid $0.3 million of the initial funds. The third tranche was funded in April 2012, for $3.9 million. The notes are secured by (1) substantially all of the Umami's assets, including the shares it holds in Baja and Oceanic and (2) pledges of the common stock of Marpesca made by Baja. Moreover, each of Atlantis, Aurora, Oceanic and Mr. Steindorsson have guaranteed prompt and complete performance of Umami's obligations under the AMERRA Agreement and related contracts.

The Company also issued five-year warrants to the Lending Parties to purchase 500,000 shares of our common stock at an initial exercise price of $1.50. In connection with the AMERRA Agreement, the Company granted the Lending Parties demand and piggyback registration rights and agreed to indemnify them and AMERRA against certain expenses related to the transaction and controversies arising thereunder or in connection with their registration rights, should they occur. The warrants are subject to anti-dilution protection should their then-applicable exercise price be greater than the price or exercise price of certain subsequently issued common stock or securities (including additional warrants), among other circumstances.

The Company and its subsidiaries are subject to a number of restrictions under the AMERRA Agreement that affect its ability to incur indebtedness, transfer assets, issue dividends and make investments, among other activities. For instance, subject to certain exceptions, the Company and its subsidiaries: (1) may not incur or permit to exist any indebtedness, unless the indebtedness: (a) is pre-existing or is a like-amount renewal of pre-existing debt, (b) is used to finance the acquisition and maintenance of capital assets and does not exceed $500,000, (c) is related to trade letters of credit, (d) is certain subordinated debt, (e) is incurred to harvest or increase its biomass, (f) is assumed pursuant to a permitted acquisition, (g) is secured and does not exceed $5.0 million outstanding at any time, or (h) qualifies under another limited exemption; (2) may not create, incur or permit any lien on its existing or subsequently acquired property, or assign or sell any rights (including accounts receivable) in respect of any thereof; (3) may not, without prior approval from certain of the Lending Parties, undergo a fundamental corporate change or dispose of substantially all of its or any of its subsidiaries' assets or the stock in its subsidiaries; (4) may not engage in any business other than the type conducted when the Company entered into the agreement or a business reasonably related to that type; (5) may not hold or acquire any securities (including pursuant to a merger) of, make any loan to or guarantee for, or permit to exist an interest in any assets of, another person or entity, or acquire the assets of another person or entity constituting a business unit, except in the case of (a) short-term U.S. Treasuries, certain highly-rated commercial paper or money market funds, and certain other similar securities, (b) an investment in the capital stock of an existing subsidiary, (c) mergers or other combinations in which the Company or its subsidiary is the survivor and the acquired company operates in a complementary line of business, subject to the approval of AMERRA or (d) other investments or transactions otherwise permitted under the agreement; (6) may not make certain restricted payments, including, in the case of the Company but not its subsidiaries, cash or other non-stock dividends; (7) may not sell to, purchase from, or otherwise engage in any transactions with any affiliates not in the ordinary course and on arm's-length terms, unless the transaction only involves the Company and its subsidiaries or is otherwise permitted under the agreement; (8) may not enter or permit to exist any arrangement that restricts (a) the Company and its subsidiaries' ability to create liens against property or assets or (b) its subsidiaries' ability to pay dividends, repay loans to, or guarantee the indebtedness of, the Company or other of its subsidiaries, subject to certain exceptions. The Company is also subject to certain financial ratio requirements and both the Company and Baja must maintain minimum amounts of working capital.

The amounts due under the facility are due no later than December 15, 2012. However, in the event the Bluefin Tuna biomass at the farm has not increased, from growth or the fishing season, to meet certain agreed upon levels by certain dates up to $1.0 million would be due August 1, 2012, an additional $1.5 million would be due September 1, 2012 and an additional $1.5 million would be due October 1, 2012 with the remaining $6.0 million payable on December 15, 2012.

See Note 11 for borrowings from related parties.

Deferred financing costs of $0.5 million were incurred in the nine months ended March 31, 2012. Deferred financing costs of $0.1 million and $0.8 million were amortized in the three and nine months ended March 31, 2012, respectively.

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Property and equipment

9 Months Ended

Mar. 31, 2012

Property, Plant and Equipment [Abstract]

Property and equipment

Property and equipment

Property and equipment were as follows as of March 31, 2012 and June 30, 2011:

	March 31, 2012		June 30, 2011
Cost:
Land	$	451	$	497
Buildings	2,656		2,876
Vessels	16,526		14,387
Machinery and equipment	10,675		11,704
Fixtures and office equipment	381		313
Construction in progress	442		266
	31,131		30,043
Less accumulated depreciation:
Buildings	1,189		1,205
Vessels	5,977		5,569
Machinery and equipment	6,176		6,369
Fixtures and office equipment	184		155
	13,526		13,298
Property and equipment, net	$	17,605	$	16,745

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

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Acquisitions

9 Months Ended

Mar. 31, 2012

Business Combinations [Abstract]

Acquisitions

Acquisitions

On July 20, 2010, the Company entered into a stock purchase agreement with Corposa, S.A. de C.V. ("Corposa") and Holshyrna Ehf ("Holshyrna"), Oceanic Enterprises, Inc. ("Oceanic"), and certain other parties, providing for the sale from Corposa and Holshyrna of 33% of the equity in Baja and Oceanic. The agreement provided for acquisition of 33% interest in Baja and Oceanic by the Company for $8.0 million, which included $4.9 million that had been advanced to Baja previously.

As part of the stock purchase agreement, the Company 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 its common stock and b) payment in cash of $10.0 million. On September 15, 2010, the Company exercised the option and on September 27, 2010, the parties 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, the Company consummated the acquisition of Baja and Oceanic. However, instead of making the $10.0 million cash payment described above, the Company 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. As a result, on November 30, 2010, Baja became the Company's 99.98% owned subsidiary and Oceanic became the Company's 100% owned subsidiary.

The Company 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 the Company's assets and liabilities. The purchase price allocation was based on estimates of the fair value of assets acquired and liabilities assumed. Under step acquisition requirements, the Company's initial unconsolidated investment in Baja was also recorded at fair value based on the purchase price. Because the initial 33% interest was acquired close to the time the remaining interest was acquired, the Company 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 its proportionate earnings ($0.6 million) while it was 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 value of assets acquired and liabilities assumed were finalized in the year ended June 30, 2011, with the exception of the value of the farming concessions, which were finalized in the quarter ended September 30, 2011. However, there was no change in the value of Baja's farming concessions from June 30, 2011 to September 30, 2011.

Croatian Operation

In June 2011, the Company completed an acquisition from Drvenik Tuna d.o.o. (which included Bepina Komerc d.o.o., an inactive Croatian entity) of a farming concession, along with live Bluefin Tuna, cages and supplies in Croatia. The Company paid a total of $5.0 million for the assets. The Company is in the process of allocating the purchase price to the assets acquired. Based on its preliminary estimates, the Company allocated $2.9 million to biomass inventory, $1.3 million to farming concessions, $0.8 million to property and equipment and $0.3 million to goodwill during the year ended June 30, 2011. The assets acquired were valued at the Company's preliminary estimate of fair value. The acquisition will enable the Company to expand its operations in Croatia by approximately 1,500 metric tons.

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Variable interest entities

9 Months Ended

Mar. 31, 2012

Noncontrolling Interest [Abstract]

Variable interest entities

Variable interest entities

Under ASC 810, a VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

Based upon the criteria set forth in ASC 810, the Company has determined that it is the primary beneficiary in two VIEs, Lubin and Marpesca, as the Company absorbs significant economics of the entities and has the power to direct the activities that are considered most significant to the entities. As such, the VIEs have been consolidated within the Company’s interim condensed consolidated financial statements.

MB Lubin d.o.o.

Under Croatian law, a foreign-owned company may engage in fishing in Croatian waters only if such right of the respective foreign-owned company derives from Croatia's obligations set forth in the International Treatise, such as by use of a VIE like Lubin. The Company's farming operation in Croatia 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 the Company's Croatian management team. Lubin owns various boats and has the right to fish for Bluefin Tuna and various bait fish. In July 2009, the Company entered into 20-year agreements whereby Lubin is required to provide services exclusively to Kali Tuna related to fish farming, live Atlantic Bluefin Tuna catching and catching of bait fish. Kali Tuna may also purchase feed and Bluefin Tuna from other suppliers. 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. The Company has therefore determined that Lubin is a variable interest entity and that Kali Tuna is the primary beneficiary.

Pursuant to the Small Pelagic Fish Supply Contract, the Business Cooperation Agreement, the Live Tuna Supply Contract and the Maritime/Fishery Services Contract, each dated July 1, 2009 and entered into between Kali Tuna and Lubin, Lubin is required to deliver to Kali Tuna any Northern Bluefin Tuna, Pilchard, Mackerel, Horse Mackerel and Anchovy it catches and to provide other maritime/fishery services to Kali Tuna for a period of 20 years. The prices Kali Tuna pays under these contracts are to be set by separate agreement for the applicable fishing season or period of service, but must match market prices and payment terms. Pursuant to the Maritime/Fishery Services Contract, Kali Tuna may also agree to reimburse Lubin's costs related to crew, fuel, food, port fees and taxes. Additionally, Lubin has agreed to let Kali Tuna use its vessels for its operations as collateral for any of its credit liabilities and, in return, Kali Tuna has agreed to help Lubin refinance its debt liabilities by taking over certain of Lubin's outstanding debts. Kali Tuna has also agreed to directly finance Lubin, and to provide guarantees and other support in connection with third-party financing, for the short-term financing of Lubin's current assets and the long-term investment financing of supply and maintenance necessary for basic assets and equipment. During the 20-year term of these agreements, Lubin may not transfer any tangible property or right without Kali Tuna's consent.

Kali Tuna Trgovina d.o.o.

Prior to October 31, 2010, Kali Tuna operated the BTH Joint Venture. Under the terms of the BTH Joint Venture, Bluefin Tuna was acquired, farmed and sold at the Company's Croatian site. Initially the BTH Joint Venture was operated through a separate entity, Kali Tuna Trgovina d.o.o. ("KTT"). In January 2008, all activities of the BTH Joint Venture were transferred to Kali Tuna through the BTH Joint Venture.

The Company has 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 March 31, 2012, 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 ($0.7 million).

Financial support provided by Kali Tuna and its affiliates to Lubin as of March 31, 2012 and June 30, 2011 and during the three and nine months ended March 31, 2012 and 2011 is as follows:

	Lubin				Lubin
	Three Months Ended March 31,				Nine Months Ended March 31,
	2012		2011		2012		2011
Rental income and sale of inventory	$	472	$	496	$	1,861	$	1,425

	March 31, 2012		June 30, 2011
Unsecured loans	$	8,417	$	6,290

Selected information from the balance sheets of Lubin and KTT as of March 31, 2012 and June 30, 2011, and the results of operations for Lubin and KTT for the three and nine months ended March 31, 2012 and 2011 follow:

	Lubin						KTT
	March 31, 2012			June 30, 2011			March 31, 2012		June 30, 2011
Total assets	$	5,911		$	5,739		$	44	$	55
Total liabilities	9,423			8,683			—		—
Stockholders' equity (deficit)	$	(3,512	)	$	(2,944	)	$	44	$	55

	Lubin					Lubin
	Three Months Ended March 31,					Nine Months Ended March 31,
	2012			2011		2012			2011
Net revenue	$	472		$	496	$	1,861		$	1,489
Net loss	(184		)	10		(682		)	(562		)

	KTT						KTT
	Three Months Ended March 31,						Nine Months Ended March 31,
	2012			2011			2012			2011
Net revenue	$	—		$	—		$	—		$	—
Net loss	(1		)	(1		)	(3		)	(1		)

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 until the BTH Joint Venture was terminated in October 2010. BTH had a net loss of $0.1 million for the three months ended September 30, 2010. BTH had no results subsequent to September 30, 2010.

Marpesca S.A. de C.V.

Under Mexican law, a majority foreign-owned company cannot own the right to fish in Mexican waters. Baja's 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 Baja's general manager, Victor Manuel Guadardo France. Mr Guardado is the Company's nominee for Mexican regulatory purposes, does not have decision-making authority and is not an executive officer or significant employee of Umami. Decision-making authority for Marpesca lies solely with Baja's management, including specifically Benito Sarmiento, Baja's chief executive officer. 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. The Company has therefore determined that Marpesca is a variable interest entity and that Baja is the primary beneficiary.

The Company has determined that Baja has provided the majority of the financial support to Marpesca through various sources including the purchase and sale of inventory. Selected balance sheet information related to these activities as of March 31, 2012 and June 30, 2011, and the results of its operations for the three and nine months ended March 31, 2012 and 2011 were as follows:

	Marpesca						Marpesca
	Three Months Ended March 31,						Nine Months Ended March 31,
	2012			2011			2012			2011
Net revenue	$	60		$	64		$	1,115		$	128
Net loss	(202		)	(219		)	(392		)	(306		)
Rental income and sale of inventory	$	60		$	—		$	1,115		$	—
	March 31, 2012			June 30, 2011
Total assets	$	838		$	923
Total liabilities	1,714			1,335
Stockholders' deficit	$	(876	)	$	(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.

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Subsequent events

9 Months Ended

Mar. 31, 2012

Subsequent Events [Abstract]

Subsequent events

Subsequent events

Kali Tuna entered into a sales contract with a third party to sell at least 55 tons of tuna in our fiscal quarter ending June 30, 2012.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Mar. 31, 2012	Mar. 31, 2011	Mar. 31, 2012	Mar. 31, 2011
Net income	$ 2,557	$ 2,730	$ 18,454	$ 1,950
Unrealized foreign currency translation gain (loss)	1,323	1,047	(988)	1,645
Comprehensive income	3,880	3,777	17,466	3,595
Comprehensive income (loss) attributable to non-controlling interests	(106)	78	266	767
Total comprehensive income (loss)	$ 3,774	$ 3,855	$ 17,732	$ 4,362

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Significant concentrations

9 Months Ended

Mar. 31, 2012

Risks and Uncertainties [Abstract]

Significant concentrations

Significant concentrations

Revenue concentration for sales of tuna to the Company's major customers (including related parties) for the nine months ended March 31, 2012 and 2011 were as follows (as a percentage of total net revenue):

	Nine Months Ended March 31,
	2012	2011
Atlantis Group and Subsidiaries	30.3%	72.0%
Global Seafoods Co., LTD	7.1	9.3
Sirius Ocean Inc.	19.6	7.0
Daito Gyorui Co., Ltd	15.3	—
Kyokuyo Co., LTD	12.4	—
Mitsubishi Corporation	14.9	10.8

In the nine months ended March 31, 2012, 99.2% of the Company's net revenue was generated by sales to Japanese customers, compared to 98.6% in the nine months ended March 31, 2011. In the nine months ended March 31, 2012, the sources of the Company's net revenues were 48% from Croatia and 52% from Mexico, compared to 51% from Croatia and 49% from Mexico in the nine months ended March 31, 2011. At March 31, 2012, approximately 64% of the Company's long-term assets were located in Mexico, 35% were located in Croatia and 1% were located in the United States.

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Commitments and contingencies

9 Months Ended

Mar. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

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.

On January 30, 2012, the Croatian government terminated the Financial Police as a separate department of the Ministry of Finance. All of the cases assigned to the Financial Police, including Kali Tuna's case, have been assigned to the Tax Office of the Croatian Ministry of Finance.

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 Kali, 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. Management expects, 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 filed for a joinder review for the purpose of upholding the reversal with the Second Collegiate of the Fifteenth Circuit Court, located in Mexicali, Baja California. On November 11, 2011, the Second Collegiate of the Fifteenth Circuit Court ruled that the Taxing Authority's appeal was unfounded and without merit and upheld the reversal in favor of Baja. This ruling is final and all liens and guarantees have been removed by the Taxing Authority.