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.


13


(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.


14




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.]


15




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:Name:
      Oli Valur SteindorssonTitle:
      President and Chief Executive OfficerPLEDGEE:UTA
      CAPITAL LLCBy
      YZT Management LLC, Managing MemberBy
      Udi Toledano, Managing
Member


16




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 SteindorssonTitle:
      President and Chief Executive
Officer


Acknowledged
and accepted this _____ day
of _____, 2010.
 
 BLUEFIN
      ACQUISITION GROUP INC.By:Name:Title:




19


EXHIBIT
3




PRINCIPAL ADDRESSES; LEGAL
OR OTHER NAMES


20