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 itsbest
efforts to deliver Warrant Shares hereunder electronically through the
Depository Trust Corporation or another established clearing corporation
performing similar functions.  If by the third (3rd)
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 (3rd)
Trading Day after exercise, the Company fails to deliver the required number of
Warrant Shares, and if after such third Trading Day (3rd) 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
Adjustments.  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:




EP2 = EP1* (A + B)
÷ (A + C).




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




(a)           “EP2” shall
mean the Exercise Price in effect immediately after such issue of Additional
Shares of Common Stock;




(b)           “EP1” 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 EP1
(determined by dividing the aggregate consideration received by the Company in
respect of such issue by EP1);
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.




9




(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); provided that 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).




10


(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.




11




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.




12




(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]


13


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:Name:
      Oli Valur SteindorssonTitle:  President
      and Chief Executive OfficerAddress:405
      Lexington Avenue26th
      Floor, Suite 2640New
      York, NY 10174


14


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 TransfereeIn
      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