Unassociated Document


    


    CREDIT FACILITY

    USD
15.000.000

    


    LOAN
AGREEMENT

     

    
      
        

      

    

     

    Between

    


    Umami Sustainable Seafood
Inc.

    as
Borrower

    


    and

    


    Atlantis
Group hf.

    as
Lender

     

    
      
        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    CONTENTS

    


    
      
        
          	
                  Clause

                	 
      	
                  Page

                
	 
      	 
      	 
      
	
                  1.

                	
                  DEFINITIONS
      AND INTERPRETATION

                	
                  2

                
	
                  2.

                	
                  THE
      FACILITY

                	
                  4

                
	
                  3.

                	
                  Purpose

                	
                  5

                
	
                  4.

                	
                  Conditions
      of Utilisation

                	
                  5

                
	
                  5.

                	
                  Utilisation
      – (Draw down request)

                	
                  6

                
	
                  6.

                	
                  Repayment

                	
                  7

                
	
                  7.

                	
                  Prepayment

                	
                  7

                
	
                  8.

                	
                  Interest

                	
                  8

                
	
                  9.

                	
                  Interest
      Periods

                	
                  9

                
	
                  10.

                	
                  TAXES

                	
                  9

                
	
                  11.

                	
                  Increased
      costs

                	
                  10

                
	
                  12.

                	
                  Other
      indemnities

                	
                  10

                
	
                  13.

                	
                  Mitigation
      by the Lender

                	
                  11

                
	
                  14.

                	
                  Costs
      and expenses

                	
                  11

                
	
                  15.

                	
                  Guarantee
      and indemnity

                	
                  11

                
	
                  16.

                	
                  Representations
      AND WARRANTIES

                	
                  12

                
	
                  17.

                	
                  Information
      undertakings

                	
                  13

                
	
                  18.

                	
                  NEGATIVE
      undertakings

                	
                  15

                
	
                  19.

                	
                  Events
      of Default

                	
                  18

                
	
                  20.

                	
                  ASSIGNMENTS
      AND SUBSTITUTION

                	
                  20

                
	
                  21.

                	
                  Changes
      to the Borrower

                	
                  20

                
	
                  22.

                	
                  Conduct
      of business by the Lender

                	
                  21

                
	
                  23.

                	
                  Payment
      mechanics

                	
                  21

                
	
                  24.

                	
                  Set-off

                	
                  22

                
	
                  25.

                	
                  Notices

                	
                  22

                
	
                  26.

                	
                  Calculations
      and certificates

                	
                  23

                
	
                  27.

                	
                  Partial
      invalidity

                	
                  23

                
	
                  28.

                	
                  Remedies
      and waivers

                	
                  23

                
	
                  29.

                	
                  Counterparts

                	
                  23

                
	
                  30.

                	
                  Governing
      law

                	
                  24

                
	
                  31.

                	
                  Enforcement

                	
                  24

                
	
                  SCHEDULE
      1

                	
                  26

                
	
                  SCHEDULE
      2

                	
                  30

                
	
                  SCHEDULE
      3

                	
                  31

                


        

      

    


    
      
         


      

      
        - 1
-

        
          

        

      

      
         


      

    


    WHERERAS The Lender has agreed
to extend the Borrower a line of credit in the form of this Credit facility in
the maximum amount of USD 15,000,000 under the terms and conditions set forth
herein the Parties agree as follows:

    


    THIS AGREEMENT is effective as
of June 30, 2010 and made between:

    


    
      	
               
      

            	
              (1)

            	
              Umami Sustainable Seafood
      Inc.  (the
      “Borrower” or “Umami”);
      and

            


    

    


    
      	
               
      

            	
              (2)

            	
              Atlantis Group hf. a
      company formed under the laws of the republic of Iceland, registration no.
      700805-1580, registered address at Stórhofda 15, 110 Reykjavik,
      Iceland  (the
      "Lender").

            


    

    


    IT IS AGREED as
follows:

    


    
      	
              1.

            	
              DEFINITIONS
      AND INTERPRETATION

            


    

    


    
      	
              1.1

            	
              Definitions

            


    

    In this
Agreement the following words and expressions, except where the context
otherwise requires, shall have the following meaning:

    


    “Acquisition Target“ means the
US and Mexican firm Oceanic Enterprises and Baja Aqua Farms S.A. de C.V. 
on which the Lender has for the benefit of the Borrower signed a LOI on terms
and conditions for acquisition.

    "AG" means Atlantis Group
hf.

    


    “Available Facility” means USD
15,000,000 minus the amount corresponding to the drawdown of the Facility with
accrued interests and costs.

    


    "Availability Period" means the period from
and including the date of this Agreement to and including December 31st 
2010.

    


    "Business Day" means a day on
which banks are open in Reykjavik and in relation to other currencies, the
Relevant Interbank Market.

    


    “Charging Companies” means
Umami, Kali Tuna, Kali Tuna Trogvina, R.O.H.U, MB Lubin, and   other entities submitting security
for this agreement

    “Closing” means the signing
date of this Agreement. 

    "Default" means any Event of
Default or any Potential Event of Default.

    


    "Encumbrance" means any
mortgage pledge, lien, hypothecation, charge, assignment or deposit by way of
security or any other arrangement having the effect of providing or giving
security or preferential ranking to a creditor (including set off, title
retention arrangements which do not arise in the ordinary course of trade,
defeasance or reciprocal fee arrangements).

    


    "Environmental Permits" means
all permits, licenses, consents, approvals, certificates, specifications,
registrations and other authorizations and the filing of all notifications,
reports, improvement programmes and assessments required under any Environmental
Laws for the operation of the business of any of the Group Companies or the
occupation or use of  any property in which any Group Company conducts any
activity or otherwise has an interest in.


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

    


    "Event of Default" means any
event or circumstance specified as such in Clause 19 (Events of
Default).

    


    "Facility" means the term loan
facility in an aggregate amount of USD 15.000.000.00 made available under this
Agreement as described in Clause 2 (The Facility) to the extent
not cancelled, reduced or transferred under this Agreement.

    


    “Facility A” means the term
loan facility made available under this Agreement for up to USD 9,900,000 as
described in paragraph (a) of Clause 2 (The Facility).

    .

    “Facility A Loan” means a loan
made or to be made under Facility A or the principal amount outstanding for the
time being of that loan.

    


    “Facility B” means the term loan
facility made available under this Agreement for up to USD 5,100,000 as
described in paragraph (b) of Clause 2 (The Facility) the utilization of
Facility B being subject to acquisition of the Acquisition Target

    .

    “Facility B Loan” means a loan made or to
be made under Facility B or the principal amount outstanding for the time being
of that loan.

    


    "Final Repayment Date" means
December 31st 
2010

    


    "Finance Documents" means this
Agreement and the Security Documents and any other document so designated by the
Lender and the Borrower.

    


    "Group" means the Borrower and
each of its subsidiaries (and the subsidiaries of such subsidiaries), whether
wholly or partly owned and "Group Company" means any of them.

    


    "Interest Payment Date" means
in relation to amounts borrowed under this Agreement, the last day of each
Interest Period.

    


    "Interest Period" means, in
relation to a Loan, each period determined in accordance with Clause 9
(Interest Periods) and,
in relation to an Unpaid Sum, each period determined in accordance with
Clause 8.3 (Default
interest).

    


    "Loan" means a loan made or to
be made under the Facility or the principal amount outstanding for the time
being of that loan.

    


    “Material Adverse Effect” means
an event or circumstance which (when taken alone or together with any previous
event or circumstance) is or could be expected in the reasonable opinion of the
Lender to be materially adverse to the assets, business, trading prospects or
financial or trading position or condition of the Group take as a
whole.

    


    "Material Contracts" means, at
any time, any agreement to which a Group Company is a party which is of such
importance to any member of the Group that the loss of the benefit of that
agreement for the Group taking into account commercial circumstances prevailing
at that time and taking into account any available alternatives or replacements
would have or be reasonably likely to have a Material Adverse
Effect.

    


    "Note" means the debenture in
the Form of Schedule [3] (Form of Note).

    


    "Obligor" means a
Borrower


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

    


    "Party" means a party to this
Agreement.

    


    "Parent" means the Borrower as
defined in the preamble of this Agreement.

    


    "Potential Event of Default"
means anything which, with the giving of notice, the lapse of time, any
determination of materiality, the satisfaction of any applicable condition, or
any combination of them is likely, in the reasonable opinion of the Lender, to
be in accordance with Clause 19 (Events of Default), an Event
of Default.

    


    "Reference Banks" means
Kaupthing banki hf., and Landsbanki hf. or such other banks as may be appointed
by the Lender in consultation with the Borrower.

    


    "Security Documents" means the
security documents granted to the Lender as to grant him security for repayment
of the loan granted under the Credit Facility Agreement.

    


    "Tax" means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including a
penalty or interest payable in connection with any failure to pay or delay in
paying any of the same) and “Taxes” shall be construed
accordingly.

    


    "Unpaid Sum" means any sum due
and payable but unpaid by an Obligor under this Agreement.

     

    "Utilisation" means an
utilisation of the Facility.

    


    "Utilisation Date" means the
date of an Utilisation, being the date on which the relevant Loan is to be
made.

    


    "Utilisation Request" means a
notice substantially in the form set out in Schedule 2 (Utilisation Requests). – Also
referred to as “drawdown request”

    


    
      	
              1.2

            	
              Construction

            


    

    


    
      	
               
      

            	
              (a)

            	
              A
      provision of law is a reference to that provision as amended or
      re-enacted;

            


    

    
      	
               
      

            	
              (b)

            	
              A
      clause on a Schedule is a reference to a clause or a schedule to this
      Agreement unless expressly set forth
otherwise;

            


    

    
      	
               
      

            	
              (c)

            	
              A
      reference to a person or entity includes its permitted successors,
      transferees and assigns;

            


    

    
      	
               
      

            	
              (d)

            	
              Words
      importing the singular shall include the plural and vice
      versa.

            


    

    


    
      	
              2.

            	
              THE
      FACILITY

            


    

    


    Subject
to the terms of this Agreement, the Lender makes available to the Borrower an
USD term loan facility in an aggregate amount of USD 15.000.000.00. 
 Drawdown on this facility is subject to terms defined in this
Agreement.  The Facility is split up in two sub facilities;

    


    
      	
               
      

            	
              (a)

            	
              a
      loan facility in the aggregate amount of USD 9,900,000,  nine million
      and nine hundred USD  (the "Term A Loan Facility"
      and

            


    

    a term
loan facility in the aggregate amount of up to USD 5,100,000, five million and
one hundred thousand USD(the "Term B Loan
Facility"),.


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    

    


    
      	
              3.

            	
              PURPOSE

            


    

    


    The
amounts borrowed under this Agreement shall be applied to satisfy the Borrowers
needs for funds to finance operations of any Group Company as regards loan
granted under Term A Loan Facility and to finance the Borrowers acquisition of
1/3 of the shares of the Target Company as regards loans granted under Term B
Loan Facility.

    


    
      	
              4.

            	
              CONDITIONS
      OF UTILISATION

            


    

    


    
      	
              4.1

            	
              Initial
      conditions precedent

            


    

    


    
      	
               
      

            	
              a)

            	
              The
      Borrower acknowledges that this Credit Facility is extended to him by the
      Lender on the basis of current relations between the parties, i.e. that
      the Lender is holding more than 50% of the shares of the Borrower and is
      further handling the sale of his products according to a separate
      Agreement thereof.

            


    

    
      	
               
      

            	
              b)

            	
              It
      is understood by the parties that the Borrower is to seek a full financing
      of his operation and investments with other means than by a line of credit
      extended by Lender.

            


    

    
      	
               
      

            	
              c)

            	
              The
      Borrower may not deliver an Utilisation Request unless the Lender has
      received  or waived  its right to
  receive

            


    

    
      
        	
              	
                (i)

              	
                Security
      in the form of pledge of biomass, shares in the Borrowers subsidiaries or
      of fixed
      assets, all subject to acceptance by the
Lender.

              


      

    

    
      	
               
      

            	
              (ii)

            	
              Weekly
      cash flow or monthly statement for the Borrower for all of his Tuna
      farming operations.

            


    

    
      	
               
      

            	
              (iii)

            	
              Monthly
      estimate of inventory

            


    

    
      
        
          	
                	
                  (iv)

                	
                  Update
      on new debts or encumbrances of the Borrower in the aggregated sum of
      USD one
      million, entered into after the date of signing of this
      Agreement.

                


        

      

    

    


    
      	
              4.2

            	
              Further
      conditions precedent

            


    

    


    The
Lender will only be obliged to make a Loan available to the Borrower if on the
date of the Utilisation Request and on the proposed Utilisation
Date:

    


    
      	
               
      

            	
              (a)

            	
              each
      representation in Clause 16 (Representations and
      Warranties) is true and accurate or has been waived by the Lender;
      and

            


    

    
      	
               
      

            	
              (b)

            	
              no
      Default is Continuing or would result from the proposed
    Loan.

            


    

    


    
      	
              4.3

            	
              Conditions
      Subsequent

            


    

    


    
      	
               
      

            	
              (a)

            	
              If
      any of the condition precedent items referred to in Art. 4.1.c are
      expressly waived by the Lender, such conditions shall become conditions
      subsequent under this clause 4.3 and the Borrower will within 2 months
      deliver to the Lender in form and substance satisfactory to the Lender
      such documents.

            


    

     

    
      	
              4.4.

            	
              Lenders
      Acknowledgement.

            


    

    


    The
Lender confirms that it has received a cash flow statement from the Lender
showing the need for 7.3 million USD financing for the current operation and 7.7
million USD to facilitate the intended acquisition of the Target
Companies.   The Lender is also fully informed on all financial issues
regarding the current operation at Kali Tuna.  He is therefore until
further notice  not calling for any additional information under Clause 4.1
as a condition for utilization acceptance of utilization requests.  The
Borrower grants the Lender full access to all financial information the Lender
may require and commits itself to maintain the same processes on accounting and
reporting as of now in Kali Tuna.


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    

    


    
      	
              5.

            	
              UTILISATION
      – (DRAW DOWN REQUEST)

            


    

    


    
      	
              5.1

            	
              Delivery
      and process of an Utilisation
Request

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Borrower may utilise the Facility by delivery to the Lender of a duly
      completed Utilisation Request in the format provided for as Schedule
      3.  Such request shall be submitted to the Lender no less than 10
      banking days prior to the requested payout
date.

            


    

    
      	
               
      

            	
              (b)

            	
              The
      Lender retains his undisputable right to decide whether he regards the
      conditions for a utilisation request is met and is not to be held liable
      in any way, should he decide to decline such an
  request.

            


    

    
      	
               
      

            	
              (c)

            	
              In
      case the Lender declines to facilitate a utilisation request, he shall
      give a notice thereof to the Borrower no later than 24 hours prior to the
      requested date of execution.

            


    

    


    
      	
              5.2

            	
              Completion
      of an Utilisation Request

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Utilisation Request is irrevocable and will not be regarded as having been
      duly completed unless:

            


    

    
      	
               
      

            	
              (i)

            	
              the
      proposed Utilisation Date is a Business Day within the Availability
      Period;

            


    

    
      	
               
      

            	
              (ii)

            	
              the
      currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);
      and

            


    

    
      	
               
      

            	
              (iii)

            	
              the
      proposed Interest Period complies with Clause 9 (Interest
      Periods).

            


    

    
      	
               
      

            	
              (iv)

            	
              unless
      the payment instruction is given to a bank account held by the
      Lender.

            


    

    


    
      	
              5.3

            	
              Currency
      and amount

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      currency specified in a Utilisation Request must be
  USD.

            


    

    
      	
               
      

            	
              (b)

            	
              The
      amount of the proposed Loan must be an amount which is not more than the
      Available Facility.

            


    

    
      	
              5.4

            	
              Note

            


    

     

    The
Borrower acknowledges that:

    
      	
               
      

            	
              (a)

            	
              the
      Note is intended to evidence its indebtedness under this
      Agreement;

            


    

    
      	
               
      

            	
              (b)

            	
              the
      Note is issued subject to the terms of this Agreement which will in all
      circumstances override any provision of the Note which is inconsistent
      with any provision of this Agreement (as the case may
  be);

            


    

    
      	
               
      

            	
              (c)

            	
              all
      payments under this Agreement (whether of principal, interest or
      otherwise) will be taken to be payments under the
  Note;

            


    

    
      	
               
      

            	
              (d)

            	
              the
      Note signed by the Borrower shall be deemed to have been issued by and on
      behalf of the Borrower from time to
time;

            


    

    
      	
               
      

            	
              (e)

            	
              upon
      the making of the first Loan to the Borrower under this Agreement, the
      Lender shall be entitled to the Note in accordance with this
      Agreement.

            


    

     

    Upon
payment in full of all amounts outstanding under the Facilities and those
Facilities having been cancelled in full the Lender shall promptly return the
Note to the Borrower.


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    

    


    
      	
              5.5

            	
              Utilisation
      Request

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      first Utilisation Request by the Borrower shall be accompanied by a Note
      corresponding to the initial amount of Loan requested under facility
      A.  If the Borrower fails to complete the Note then it irrevocably
      authorises the Lender to complete and sign a Note in the appropriate
      amount on its behalf.

            


    

    
      	
               
      

            	
              (b)

            	
              If,
      for any reason, a Utilisation is not made following the receipt by the
      Lender of a Utilisation Request, the Lender shall return the Note to the
      Borrower as soon as reasonably
practicable.

            


    

    
      	
               
      

            	
              (c)

            	
              Notes
      for additional draw downs shall be issued pursuant Clause 5.4.  Note
      corresponding to loan granted under Facility B shall be issued on the date
      of signing of the Debt Assumption Agreement to be entered into on as a
      integrated part of the Borrower’s  Acquisition of  Target
      Company

            


    

     

    
      	
              6.

            	
              REPAYMENT

            


    

     

    
      	
              6.1

            	
              Repayment
      of Loans

            


    

    


    
      	
               
      

            	
              (a)

            	
              This
      Loan Facility Agreement is valid until December 31st 
       2010 which is the final repayment
day.

            


    

    
      	
               
      

            	
              (b)

            	
              The
      Borrower commits himself to utilise any cash that it will raise after the
      signing of this agreement, may it be by borrowing or from the proceeds
      from sale of shares of the Borrower under the terms of the offering, to
      pay the outstanding debt under this Credit facility to the
      Lender.

            


    

    
      	
               
      

            	
              (c)

            	
              For
      the avoidance of doubt, any amounts then outstanding under the terms of
      this Agreement shall be repaid on the Final Repayment
  Date.

            


    

     

    
      	
              6.2

            	
              Re-borrowing

            


    

    


    The
Lender retains the right up on his sole discretion at the request of the
Borrower to extent the validity of this Credit Facility Loan Agreement and to
extend credit to the Borrower under the terms of such an extended
Agreement.

    


    
      	
              7.

            	
              PREPAYMENT

            


    

    


    
      	
              7.1

            	
              Illegality

            


    

    


    If it
becomes unlawful in any relevant jurisdiction for the Lender to perform any of
its obligations as contemplated by this Agreement or to fund or maintain any
Loan:

    


    
      	
               
      

            	
              (a)

            	
              the
      Lender shall promptly notify the Borrower upon becoming aware of that
      event whereupon the Facility will be immediately cancelled;
      and

            


    

    
      	
               
      

            	
              (b)

            	
              the
      Borrower shall repay the Loans on the last day of the Interest Period for
      each Loan occurring after the Lender has notified the Borrower or, if
      earlier, the date specified by the Lender in the notice delivered to the
      Borrower (being no earlier than the last day of any applicable grace
      period permitted by law) together with accrued interest to the date of
      actual payment and all other sums due to
it.

            


    

    


    
      	
              7.2

            	
              Change
      of control – asset sale - listing

            


    

    


    
      	
               
      

            	
              (a)

            	
              If
      any person or group of persons acting in concert gains control over the
      Borrower or if all or any material part of the business or assets of a
      Group company are disposed of in a trade
sale;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Borrower shall promptly notify the Lender upon becoming aware of that
      event;

            


    


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Lender shall not be obliged to fund an Utilisation;
  and

            


    

    
      	
               
      

            	
              (iii)

            	
              the
      Lender may, by not less than 2 days prior notice to the Borrower, cancel
      the Facility and declare all outstanding Loans, together with accrued
      interest, immediately due and payable, whereupon the Facility will be
      cancelled and all such outstanding amounts will become immediately due and
      payable.

            


    

    


    
      	
               
      

            	
              (b)

            	
              For
      the purpose of sub-clause (a) above "control"
      means:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      power (whether by way of ownership of shares, proxy, contract, agency or
      otherwise) to:

            


    

    
      	
               
      

            	
              1.

            	
              cast,
      or control the casting of, more than one-half of the maximum number of
      votes that might be cast at a general meeting of a Group Company;
      or

            


    

    
      	
               
      

            	
              2.

            	
              appoint
      or remove all, or the majority, of the directors or other equivalent
      officers of a Group Company; or

            


    

    
      	
               
      

            	
              3.

            	
              give
      directions with respect to the operating and financial policies of the
      Group Company, which the directors or other equivalent officers of a Group
      Company are obliged to comply with;
or

            


    

    
      	
               
      

            	
              (ii)

            	
              the
      holding of more than one-half of the issued share capital of a Group
      Company (excluding any part of that issued share capital that carries no
      right to participate beyond a specified amount in a distribution of either
      profits or capital).

            


    

    
      	
               
      

            	
              (iii)

            	
              For
      the purpose of sub-clause (a) above "acting in concert"
      means, a group of persons who, pursuant to an agreement or understanding
      (whether formal or informal), actively co-operate, through the acquisition
      by any of them, either directly or indirectly, of shares in a Group
      Company, to obtain or consolidate control of a Group
    Company.

            


    

    


    
      	
              7.3

            	
              Voluntary
      prepayment of Loans

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Borrower may prepay all or only part of the Loan on any Business Day
      if:

            


    

    
      	
               
      

            	
              (i)

            	
              it
      has given to the Lender not less than 2 Business Days' irrevocable notice
      of the date of  the prepayment;
and

            


    

    
      	
               
      

            	
              (ii)

            	
              it
      pays the Break Costs and all appropriate breakage cost under Clause 12.1
      (Miscellaneous
      indemnities); and

            


    

    
      	
               
      

            	
              (iii)

            	
              the
      amount prepaid is at least USD 50,000 and, if greater, an integral
      multiple of USD 50,000.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Any
      prepayment shall be made with accrued interest on the amount prepaid and
      any other sums then due and payable to the Lender under this
      Agreement.

            


    

    


    
      	
               
      

            	
              (c)

            	
              A
      notice of prepayment once given is irrevocable and the Borrower shall be
      bound, to the extent this Agreement permits, to prepay in accordance with
      that notice.

            


    

    


    
      	
              7.4

            	
              Restrictions

            


    

    


    The
Borrower may not repay or prepay all or part of a Loan except as provided in
this Agreement.

    


    
      	
              8.

            	
              INTEREST

            


    

    


    
      	
              8.1

            	
              Calculation
      of interest

            


    

    


    The rate
of interest on each Loan for each Interest Period is 1% pr.
month.


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    

    


    
      	
              8.2

            	
              Payment
      of interest

            


    

    


    The
Borrower shall accrued interest on each Loan under this Agreement and under the
Note on each Interest Payment Date.  The Borrower may elect to fund the
interest by borrowing against the line of credit if there are remaining amounts
left to borrow under the note, up to the amount remaining.  For the
avoidance of doubt, interest and default interest shall only be payable once,
and any payment shall be deemed to be under the Note and such payment shall also
discharge such corresponding obligation under this Agreement, provided that if
interest and default interest is not capable of being paid under the Note, such
obligation shall remain and subsist under this Agreement.

    


    
      	
              8.3

            	
              Default
      interest

            


    

    


    In the
event an Obligor fails to pay any principal, interest or any other amount due
and payable hereunder, the Obligor shall pay interest (“Default Interest”) on such
amount from the due date until payment is received by the Lender at the rate of
5% (five per cent) per annum above the interest rate in accordance with clause
8.1. The Default Interest will be compounded at the end of a funding period the
length of which will be determined by the Lender at its sole discretion. 
For the avoidance of doubt, interest and default interest shall only be payable
once, and any payment shall be deemed to be under the Note and such payment
shall also discharge such corresponding obligation under this Agreement,
provided that if interest and default interest is not capable of being paid
under the Note, such obligation shall remain and subsist under this
Agreement.

    


    
      	
              9.

            	
              INTEREST
      PERIODS

            


    

    


    
      	
              9.1

            	
              Interest
      Periods

            


    

    


    
      	
               
      

            	
              (a)

            	
              Each
      Interest Period (except the first one) shall be of one month
      duration.

            


    

    
      	
               
      

            	
              (b)

            	
              The
      first Interest Period shall commence on the date the Utilization
      Date Loan and end on the last day of each
  month.

            


    

    


    
      	
              9.2

            	
              Non-Business
      Days

            


    

    


    If an
Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period will instead end on the next Business Day in that calendar month
(if there is one) or the preceding Business Day (if there is not).

    


    
      	
              10.

            	
              TAXES

            


    

    


    All
payments to be made by the Borrower hereunder shall be made:

    


    
      	
               
      

            	
              (a)

            	
              without
      set-off or counterclaim; and

            


    

    
      	
               
      

            	
              (b)

            	
              free
      and clear of and without deduction for or on account of any taxes unless
      the Borrower are compelled by law to make payment subject to such
      taxes.

            


    

    


    All taxes
in respect of this Agreement shall be paid by the Borrower when due and in any
event prior to the date on which penalties attach thereto and the Borrower will
forward to the Lender official tax receipts evidencing payment of such taxes
within 30 days of payment being due for such. The Borrower will indemnify the
Lender in respect of all such Taxes.

    


    In
addition, if any taxes or amounts in respect thereof must be deducted from any
amounts payable or paid by the Borrower hereunder, the Borrower shall pay such
additional amounts as may be necessary to ensure that the Lender receives a net
amount equal to the full amount which it would have received on the due date had
payment not been made subject to such taxes.


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    

    


    
      	
              11.

            	
              INCREASED
      COSTS

            


    

     

    
      	
              11.1

            	
              Increased
      Costs

            


    

    


    
      	
               
      

            	
              (a)

            	
              Subject
      to Clause 11.3(Exceptions), the
      Borrower shall within three Business Days of a demand by the Lender, pay
      the Lender the amount of any reasonable increased cost incurred by it or
      any of its affiliated entities as a result
of:

            


    

    
      	
               
      

            	
              (i)

            	
              the
      introduction of or any change in (or in the interpretation or application
      of) any law or regulation with which it is customary for, or expected of,
      banks generally (operating in the Relevant Interbank Market) to comply;
      or

            


    

    
      	
               
      

            	
              (ii)

            	
              compliance
      with any law or regulation made after the date of this
      Agreement;

            


    

    


    and which is generally borne by other
borrowers of the Lender.

    


    
      	
              11.2

            	
              Increased
      Cost claims

            


    

    


    If the
Lender intends to make a claim pursuant to Clause 11.1 (Increased costs), the Lender
shall promptly notify the Borrowers.

    


    
      	
              11.3

            	
              Exceptions

            


    

    


    Clause
1.1.1 (Increased costs)
does not apply to the extent any Increased Cost is attributable to the wilful
breach (or grossly negligent failure to comply) by the Lender of (or with) any
law or regulation.

    


    
      	
              12.

            	
              OTHER
      INDEMNITIES

            


    

    


    
      	
              12.1

            	
              Miscellaneous
      indemnities

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall indemnify on demand the Lender against any funding or other
      costs, loss, expense or liability sustained by the Lender (including on
      its termination of any hedging instrument) as a consequence
      of:  (a) the occurrence or continuance of any Default or (b) its
      taking any steps under Clause 13.1 (Mitigation).

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Borrower shall promptly indemnify the Lender against any cost, loss or
      liability incurred by them as a result
of:

            


    

    
      	
               
      

            	
              (i)

            	
              its
      investigating any event which it reasonably believes to be a Default;
      or

            


    

    
      	
               
      

            	
              (ii)

            	
              acting
      or relying on any notice which it believes to be genuine, correct and
      authorised.

            


    

    
      	
               
      

            	
              (iii)

            	
              decline
      of a Utilisation request.

            


    

    
      	
               
      

            	
              (iv)

            	
              decline
      of a request to extend the validity of the Credit Facility Loan Agreement
      cc. Clause 6.2

            


    


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    
      	
              12.2

            	
              Financing
      Indemnity

            


    

    


    The
Borrower shall, within 15 Business Days of demand, indemnify the Lender, each of
its affiliated entities and each of its directors, officers, employees or agents
(each an "Indemnified
Party") against any cost, expense, loss or liability (including legal
fees) incurred by that Indemnified Party (otherwise than by reason of the gross
negligence or wilful misconduct of that Indemnified Party) related to, arising
out of or in connection with any actual or potential legal action or proceeding
arising out of or in connection with the use of proceeds of any
Loan.

    


    
      	
              13.

            	
              MITIGATION
      BY THE LENDER

            


    

    


    
      	
              13.1

            	
              Mitigation

            


    

    


    The
Lender shall (in consultation with the Borrower) take all reasonable steps to
mitigate any circumstances which arise and which would result in any amount
becoming payable under, or cancelled pursuant to any of Clause 7.1 (Illegality) or Clause
10(Taxes). The Lender
is under no obligation to take any steps, if it considers, in its absolute
discretion, that to do so might be prejudicial to it. This Clause does not in
any way limit the obligations of the Borrower under this Agreement.

    


    
      	
              13.2

            	
              Limitation
      of liability

            


    

    


    The
Lender is not obliged to take any steps under Clause 13.1 (Mitigation) if, in the
opinion of the Lender (acting reasonably), to do so might be prejudicial to
it.

    


    
      	
              14.

            	
              COSTS
      AND EXPENSES

            


    

     

    
      	
              14.1

            	
              Transaction
      expenses

            


    

    


    The
Borrower shall reimburse the Lender promptly on demand (on a full indemnity
basis and whether or not the Facility is utilised) for all reasonable costs and
expenses in any relevant jurisdiction (including legal, valuation, accountancy,
and consulting fees and communication and out-of-pocket expenses) and any VAT or
similar Tax thereon incurred by the Lender in connection with the negotiation,
preparation, printing, execution and syndication of:

    


    
      	
               
      

            	
              -

            	
              this
      Agreement and any other document referred to in this Agreement;
      and

            


    

    
      	
               
      

            	
              -

            	
              any
      other Finance Document executed after the date of this
      Agreement.

            


    

    


    
      	
              14.2

            	
              Enforcement
      Costs

            


    

    


    The
Borrower shall, within 20 Business Days of demand, pay to the Lender the amount
of all costs and expenses (including legal, valuation, accountancy and
consulting fees and commission and out-of-pocket expenses) and any VAT thereon
incurred by the Lender in connection with the enforcement of, or the
preservation of its rights under this Agreement or any of the documents referred
to therein in any jurisdiction.

    


    
      	
              15.

            	
              GUARANTEE
      AND INDEMNITY

            


    

    


    
      	
              15.1

            	
              Guarantee
      and indemnity

            


    

    


    Save as
described in Clause 13.2 (Limitation of Liability), the
Borrower irrevocably and unconditionally:

    
      	
               
      

            	
              (a)

            	
              guarantees
      to the Lender punctual performance by the Borrower of all the Borrower's
      obligations under the Finance
Documents;

            


    

    
      	
               
      

            	
              (b)

            	
              indemnifies
      the Lender immediately on demand against any cost, loss or liability
      suffered by the Lender if any obligation guaranteed by it is or becomes
      unenforceable, invalid or illegal. The amount of the cost, loss or
      liability shall be equal to the amount which the Lender would otherwise
      have been entitled to recover.

            


    


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    

    


    
      	
              15.2

            	
              Appropriations

            


    

    


    Until all
amounts which may be or become payable by the Borrower under or in connection
with the Finance Documents have been irrevocably paid in full, the Lender (or
any trustee or agent on its behalf) may:

    
      	
               
      

            	
              (a)

            	
              refrain
      from applying or enforcing any other moneys, security or rights held or
      received by the Lender (or any trustee or agent on its behalf) in respect
      of those amounts, or apply and enforce the same in such manner and order
      as it sees fit (whether against those amounts or
    otherwise).

            


    

    


    
      	
              16.

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

    


    
      	
              16.1

            	
              Representations
      and Warranties

            


    

     

    The  Borrower
for itself and each the Group Companies that on the date of this Agreement and
on the dates and to the extent specified in Clause 16.2(Repetition)
that:

    


    
      	
               
      

            	
              (a)

            	
              Status: (in case of the
      Borrower) each Group Company is a US Corporation or a limited liability
      company duly incorporated, validly existing and registered under the
      applicable laws in its jurisdiction and has the power and all necessary
      governmental and other material consents, approvals, licences and
      authorities in any applicable jurisdiction to own its assets and carry on
      its business as it is being
conducted;

            


    

    


    
      	
            	
              (b)

            	
              Powers and authority: it
      has the power to enter into and perform the Finance Documents and the
      transaction contemplated hereby and has taken all necessary action to
      authorize the entry into and performance of the Finance Documents and the
      transaction contemplated hereby;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Obligation Binding: the
      Finance Documents constitute a legal, valid and binding obligation of it
      enforceable in accordance with its terms. The Finance Documents are in
      proper form to make it admissible in evidence for bringing an action on
      the same in such courts. Without limiting the generality of the above,
      each Security Document to which it is a party to creates the security
      which the Security Document purports to create and those security
      interests are valid effective;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Non-conflict with
      laws: 
      The entry into and performance of the Finance Documents and the
      transactions contemplated hereby do not and will not conflict with (i) any
      law or regulation or any official or judicial order or treaty in any
      relevant jurisdiction or (ii) any agreement or document to which the
      Borrower are party to or which is binding upon or any of its assets, nor
      result in the creation or imposition of any Encumbrance on any of its
      assets pursuant to the provisions of any such agreement or
      document;

            


    

    


    
      	
               
      

            	
              (e)

            	
              No Default: No Default has
      occurred which might have a material adverse change on its business or
      financial condition;

            


    

    


    
      	
               
      

            	
              (f)

            	
              Consents:  All
      authorizations, approvals, consents, licenses, exemptions, filings,
      registrations, notarizations and other matters, official or otherwise,
      required or advisable in connection with the entry into performance,
      validity and enforceability of the Finance Documents and the transactions
      contemplated hereby have been obtained or effected and are in full force
      and effect;

            


    


    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              (g)

            	
              No filings
      required:  It is not necessary to ensure the legality,
      validity, enforceability or admissibility in evidence of the Finance
      Documents that it be filed, recorded or enrolled with any governmental
      authority or agency in Iceland, USA or Croatia or that any stamp,
      registration or similar tax be paid on or in relation to this Agreement in
      Iceland, USA or Croatia;

            


    

    


    
      	
               
      

            	
              (h)

            	
              Pari Passu Ranking:
      Under the laws of Iceland in force at the date hereof, the claims
      of the Lender under this Loan will rank at least pari passu with the
      claims of all its unsecured creditors to the extend it may not be covered
      with a security provided herein;

            


    

    


    
      	
               
      

            	
              (i)

            	
              Full Disclosure: All
      information supplied by the Borrower in connection with this Loan is true,
      complete and accurate and it is not aware of any facts or circumstances
      that have not been disclosed to the Lender and which might, if disclosed,
      adversely affect the decision of a person considering whether or not to
      provide finance to the Borrower;

            


    

    


    
      	
               
      

            	
              (j)

            	
              No
      Event of Default is Continuing or is reasonably likely to result from the
      execution of, or the performance of any transaction contemplated by the
      Finance Documents;

            


    

    


    
      	
               
      

            	
              (k)

            	
              in
      respect of those Finance Documents subject to the law in respect of a
      particular jurisdiction (other than Icelandic law), the choice of that law
      as the governing law of those Finance Documents will be recognised and
      enforced in the relevant jurisdiction of those Finance Documents and any
      judgment obtained in the jurisdiction of such law will be recognised and
      enforced in the relevant jurisdiction of those Finance
      Documents;

            


    

     

    
      	
               
      

            	
              (l)

            	
              notwithstanding
      the foregoing, in respect of those Finance Documents expressed to be
      governed by Icelandic law the choice of Icelandic law as the governing law
      of those Finance Documents will be recognised and enforced in all relevant
      jurisdictions and any judgment obtained in relation to a Finance Document
      subject to Icelandic law will be recognised and enforced in all relevant
      jurisdictions;

            


    

    


    
      	
              16.2

            	
              Repetition

            


    

    


    On the
date on which a Loan is requested, on the Utilisation Date and on the first day
of each Interest Period the Borrower shall be deemed to repeat each
representation and warranty in Clause 17 and 18 (Information Undertakings
and  Negative  undertakings)

    


    
      	
              17.

            	
              INFORMATION
      UNDERTAKINGS

            


    

    


    The
Borrower shall and shall procure that each other Group Company shall, except
with the Lender's prior consent:

    


    
      	
               
      

            	
              (a)

            	
              Borrowers information.  The Lender
      is fully knowledgeable of all current processes at Kali Tuna and is
      satisfied with the level and quality of information he has been receiving
      thereof.  He does not request any additional processes to be put
      in place at Kali Tuna but retains his right to have the same information
      thereof updated in line with the current schedule.  Other
      paragraphs of this Clause 17 shall in the case of Kali Tuna be construed
      in coherence to this acceptance of current
  procedures.

            


    


    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              General: Furnish the
      Lender with a copy from time to time with reasonable promptness of such
      financial and other information as to itself as the Lender may reasonably
      request.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Budget: Deliver to the
      Lender up on request and then not later than 30 days before the start of
      each financial year of the Lender, an itemized consolidated budget for the
      Group as a whole for the next financial year in the format approved by the
      Lender containing :

            


    

     

    
      	
               
      

            	
              (i)

            	
              capital
      expenditure;

            


    

    
      	
               
      

            	
              (ii)

            	
              trading
      and revenue forecast prepared on a month by month
  basis;

            


    

    
      	
               
      

            	
              (iii)

            	
              proposed
      disposals where the forecast consideration exceeds on a month by month
      basis;

            


    

    
      	
               
      

            	
              (iv)

            	
              a
      statement on revenue and cash flow and a balance sheet as it is forecasted
      to be at the end of the financial
year;

            


    

    
      	
               
      

            	
              (v)

            	
              the
      principal assumptions underlying the budget;
and

            


    

    


    such
budget to have been approved by the directors of the Borrower, to include for
each Month consolidated statements of forecast profit and loss; together with a
commentary on the above and to contain such other information as is necessary in
the reasonable opinion of the Lender.

    


    
      	
               
      

            	
              (d)

            	
              Accounts: Deliver to the
      Lender up on request

            


    

     

    
      	
               
      

            	
              (i)

            	
              audited
      annual accounts within one month of the same being prepared and in any
      event not later than 90 days after the end of the period to which such
      statements relate. Such accounts shall provide explanations of any
      material changes against the budget supplied under clause 20 (b) for that
      financial year; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              management
      accounts of the Group for each month and cumulative management accounts of
      the Group for each month from the beginning of each financial year
      accounts within 14 days after the end of the period to which such
      statements relate.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              consolidated
      quarterly financial statements for the Group for the period ending every
      three months, within 45 days after the end of the period to which such
      statements relate, in a form consistent with the management accounts and
      also to include:

            


    

    


    Such
accounts shall be prepared in accordance with generally accepted accounting
principles in the jurisdiction where the relevant entity is incorporated and be
approved by the directors (and the board where relevant) of each Group
Company.

    


    
      	
               
      

            	
              (e)

            	
              Other
      information. Such other information concerning the business or
      financial condition of the Group (or any part of it), including but not
      limited to information of any litigation or administrative proceedings
      current, pending or threatened against any Group Company, any Default, any
      changes or proposed or possible changes in the markets in which the Group
      operates which may have material effect on its
  business.

            


    


    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (f)

            	
              "Know your customer"
      checks: If:

            


    

    
      	
               
      

            	
              (i)

            	
              the
      introduction of or any change in (or in the interpretation, administration
      or application of) any law or regulation made after the date of this
      Agreement;

            


    

    
      	
               
      

            	
              (ii)

            	
              any
      change in the status of an Obligor or the composition of the shareholders
      of an Obligor after the date of this Agreement;
  or

            


    

    
      	
               
      

            	
              (iii)

            	
              a
      proposed assignment by the Lender of any of its rights under this
      Agreement, obliges the Lender to comply with "know your customer" or
      similar identification procedures in circumstances where the necessary
      information is not already available to it, each Obligor shall promptly
      upon the request of the Lender supply, or procure the supply of, such
      documentation and other evidence as is reasonably requested by the Lender
      (for itself or, in the case of the event described in paragraph (iii)
      above, on behalf of any prospective new Lender) in order for the Lender
      or, in the case of the event described in paragraph (iii) above, any
      prospective new Lender to carry out and be satisfied it has complied with
      all necessary "know your customer" or other similar checks under all
      applicable laws and regulations pursuant to the transactions contemplated
      in this Agreement.

            


    

     

    
      	
              18.

            	
              NEGATIVE
      UNDERTAKINGS

            


    

    


    The
Borrower shall and the Borrower shall procure that each Group Company
shall:

    


    
      	
               
      

            	
              (a)

            	
              Authorisations: Promptly
      obtain, maintain and comply with the terms of any authorization required
      under any law or regulation to enable it to perform its obligations under,
      or for the validity, enforceability or admissibility in evidence of the
      Finance Documents;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Security:

            


    

    


    
      	
               
      

            	
              (i)

            	
              take
      whatever steps and execute whatever documents the Lender may reasonably
      require in order to give effect to the Security
  Documents;

            


    

    
      	
               
      

            	
              (ii)

            	
              grant
      such further security in favour of the Lender as may be required by the
      Lender at any time, and which the relevant Group Company can legally
      grant, from time to time and all such further security will secure the
      obligations of each Group Company under the Finance Documents;
      and

            


    

    
      	
               
      

            	
              (iii)

            	
              take
      all actions necessary to, in every sense maintain, preserve, protect and
      defend the security interest granted under the Security Documents so long
      as the security is not already being used for some other
      obligation;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Ranking of Liabilities:
      Ensure that its liabilities under the Finance Documents will
      constitute its direct and unconditional obligations and rank in priority
      to all its other present and future indebtedness (except for indebtedness
      ranking equally or entitled to priority by operation of
  law

            


    

    


    
      	
               
      

            	
              (d)

            	
              Insurance

            


    

    
      	
               
      

            	
              (i)

            	
              Maintain
      at all times, with insurance companies of good financial standing
      acceptable to the Lender acting reasonably, such policies of insurance in
      relation to its business and assets against such risks as are normally
      insured by prudent companies carrying on similar business and against such
      other risks as the Lender may from time to time require (including cover
      for public, product, environmental, terrorism and third party liability),
      to the full replacement value of such assets for the time being on the
      basis of a declared value with a reasonable inflation
      provision;

            


    


    
      
         


      

      
        - 15
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (ii)

            	
              Comply
      with the terms of all insurance policies, including any stipulations or
      restrictions as to use or operation of any asset, and for the avoidance of
      doubt, observe every safety regulation as recorded and set out in the
      policies and/or schedules relating thereto, and shall not do or permit
      anything which may make any insurance policy void or
    voidable;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              If
      any default shall at any time be made by any Group Company in effecting or
      maintaining such insurance or in producing any such evidence to the Lender
      promptly or depositing any policy with the Lender, the Lender may take out
      or renew such insurances in such sums as the Lender may think expedient
      and all money expended by the Lender under this provision shall be
      recoverable by the Lender under the this
  Agreement;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Procure
      that the Group Companies shall, if so required by the Lender, use their
      reasonable endeavours to cause the policies of insurance maintained by
      them as required by this clause to be forthwith amended to include clauses
      in form satisfactory to the Lender to ensure that the policies shall not
      be voidable by the insurers as a result of any misrepresentation,
      non-disclosure of material facts or breach of warranty provided that in
      each case there shall have been no fraud or willful deceit on the part of
      the insured Group Company;

            


    

    


    
      	
               
      

            	
              (e)

            	
              Maintenance of licences:
      Protect and maintain (and take no action which could foreseeably imperil
      the continuation of) the licences and statutory authorisations, consents,
      approvals, intellectual property, trade names, franchises and contracts
      (the "Authorisations") which are material and necessary
      for the conduct and continuation of its business substantially as
      presently conducted and procure that all material conditions attaching to
      the Authorisations are complied with and that the Group's business is
      carried on within the terms of the
  Authorisations;

            


    

    


    
      	
               
      

            	
              (f)

            	
              Access: On at least two
      day's notice being given to the Borrower by the Lender (except in the case
      of emergency), permit representatives of the Lenders or its advisers to
      have access to and inspect the property, assets, books and records of any
      Group Company during normal business hours at the risk and the cost of
      that Group Company;

            


    

    


    
      	
               
      

            	
              (g)

            	
              Environmental Matters:
      Comply with all Environmental Laws and obtain, maintain and comply with
      any Environmental Permit where, in either case, failure to do so is to
      result in liability and/or costs in excess of two hundred and fifty
      thousand USD 250,000 or in the closure of any site or suspension of any of
      its operations or business;

            


    

    


    
      	
               
      

            	
              (h)

            	
              Compliance with laws:
      Comply in all respects with all laws and regulations to which it is
      subject, non-compliance with which would have a Material Adverse
      Effect;

            


    

    


    
      	
               
      

            	
              (i)

            	
              Taxes: Pay all Taxes due
      and payable by it within applicable time limits without incurring
      penalties;

            


    


    
      
         


      

      
        - 16
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (j)

            	
              Intellectual Property

            


    

    


    
      	
               
      

            	
              (i)

            	
              preserve
      and maintain the subsistence and validity of its intellectual property
      necessary for the business of the relevant Group
  member;

            


    

    
      	
               
      

            	
              (ii)

            	
              use
      reasonable endeavours to prevent any infringement in any material respect
      of its intellectual property;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              make
      registrations and pay all registration fees and taxes necessary to
      maintain its intellectual property in full force and effect and record its
      interest in that intellectual
property;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              not
      use or permit its intellectual property to be used in a way or take any
      step or omit to take any step in respect of that intellectual property
      which may materially and adversely affect the existence or value of the
      intellectual property or imperil the right of any member of the group to
      use such property; and

            


    

    


    
      	
               
      

            	
              (v)

            	
              not
      discontinue the use of any of its intellectual
  property;

            


    

    


    where
failure to do so is reasonably likely to have a Material Adverse
Effect.

    


    
      	
               
      

            	
              (k)

            	
              Pensions

            


    

     

    
      	
               
      

            	
              (i)

            	
              ensure
      that all pension schemes operated by or maintained for the benefit of the
      Group Companies and/or its employees are fully funded and that no action
      or omission is taken by any Group Company in relation to such a pension
      scheme which has or is reasonably likely to have materially adverse
      affect.

            


    

    
      	
               
      

            	
              (ii)

            	
              the
      Parent shall ensure that no Group Company establishes any defined benefit
      occupational pension scheme.

            


    

    
      	
               
      

            	
              (iii)

            	
              The
      Parent shall deliver to the Lender at such times as those reports are
      prepared in order to comply with the then current statutory or auditing
      requirements (as applicable either to the trustees of any relevant schemes
      or to a Parent), actuarial reports in relation to all pension scheme
      mentioned in (a) above;

            


    

    


    
      	
               
      

            	
              (l)

            	
              Senior Management Service
      contracts: ensure that the senior management of each Group Company
      continues to be employed for that Group Company and agreements with such
      parties are not terminated without the Lender’s
  consent.

            


    

    


    
      	
               
      

            	
              (m)

            	
              Default – Litigation:
      promptly, upon becoming aware of the same, notify the Lender of
      :

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      Default;

            


    

    
      	
               
      

            	
              (ii)

            	
              any
      litigation, arbitration or administration proceeding commenced against any
      member of the Group; which if adversely determined involves a potential
      liability of any member of the Group exceeding USD [50,000] (fifty
      thousand US dollars;

            


    

    
      	
               
      

            	
              (iii)

            	
              any
      Encumbrance attaching to any of the assets of any member of the Group,
      which has not been declared in budget or by other
  means;

            


    

    


    
      	
               
      

            	
              (n)

            	
              Status: remain US
      corporations or limited liability corporations, duly incorporated and
      validly existing under the laws of its jurisdiction of incorporation and
      to maintain its power to sue, to own its assets and carry on its business
      as it is being conducted;

            


    

    


    
      	
               
      

            	
              (o)

            	
              Material Contracts:
      comply at all times with all Material
Contracts;

            


    


    
      
         


      

      
        - 17
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (p)

            	
              Preservation of assets:
      maintain in good working order and condition (ordinary wear and tear
      excepted) all of its assets necessary or desirable in the conduct of its
      business;

            


    

    


    
      	
               
      

            	
              (q)

            	
              No discontiniouation of current
      processes:  The Borrower accepts to maintain all current
      processes at Kali Tuna in regard of Budgeting, financial planning and
      preparation and delivery of any information on the finances or the
      operation of the Company.

            


    

    


    
      	
              19.

            	
              EVENTS
      OF DEFAULT

            


    

     

    
      	
              19.1

            	
              Events
      of default

            


    

    


    Each of
the events set out below is an Event of Default, whether or not caused by any
reason whatsoever outside the control of the Borrower or of any other person or
legal entity, as long as the Lender is not causing the default of the
Borrower:

    


    
      	
               
      

            	
              (a)

            	
              Non-payment: Failure by a
      Borrower to pay promptly and for value on the due date any sum whatsoever
      due for payment by a Borrower to the Lender under the Finance Documents
      provided the failure shall only constitute an Event of Default if such
      failure to pay continue unremedied for 3 (three) Business Days after a
      notice thereof has been given by the Lender to a Borrower;
    or

            


    

    


    
      	
               
      

            	
              (b)

            	
              Breach of certain
      obligations:  If the Borrower
      fails to comply with any of its obligations according to the Finance
      Documents and such breach if capable of remedy continues unremedied for 5
      (five) Business Days after receipt of a notice thereof from the Lender;
      or

            


    

    


    
      	
               
      

            	
              (c)

            	
              Cross default: failure by any
      Group Company to make payment when due of any obligation (other than in
      respect of the Finance Documents) exceeding USD 500,000 (five hundred
      thousand US dollars) (or its equivalence in other currencies); or default
      by any Group Company, in the performance of any agreement under which any
      such obligation is created if the effect of such default is to cause such
      obligation to become due, or to permit the holder or holders of such
      obligation to declare such obligation due prior to its normal maturity;
      or

            


    

    


    
      	
               
      

            	
              (d)

            	
              Cessation: the cessation by
      the Borrower of its operations or the sale or other disposition of all or
      a substantial portion of its assets, or a decision by the Borrower to
      cease its operations or to sell or otherwise dispose of all or a
      substantial portion of its assets;
or

            


    

    


    
      	
               
      

            	
              (e)

            	
              Unlawfulness: at any time it is
      unlawful for an Obligor to perform any of its obligations under any
      Finance Document or Transaction Document or if any Security Document is
      not or ceases to be legal, valid and binding on any Group Company or does
      not create the security it purports to create or becomes
      unenforceable;

            


    

    


    
      	
               
      

            	
              (f)

            	
              Legal process: any
      judgment or order made against a Group Company is not stayed or complied
      with within fourteen days or a creditor attaches or takes possession of,
      or a distress, execution, sequestration or other process is levied or
      enforced upon or against, any of the undertakings, assets, rights or
      revenues of a Group Company and is not discharged within fourteen days,
      unless in each case the same is being contested in good faith by
      appropriate proceedings; or

            


    


    
      
         


      

      
        - 18
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (g)

            	
              Insolvency;
      compositions: any Group Company
      stops or suspends payment of any of its indebtedness or is unable or
      admits inability to pay any of its indebtedness as it falls due or
      commences negotiations with one or more of its creditors with a view to
      the general readjustment or rescheduling of its indebtedness or proposes
      or enters into any composition or other arrangement for the benefit of its
      creditors generally or any class of creditors or proceedings are commenced
      in relation to any Group Company under any law, regulation or procedure
      relating to reconstruction or readjustment of its indebtedness so long as
      such insolvency is not caused by Lender’s inability to fund under this
      agreement; or

            


    

    


    
      	
               
      

            	
              (h)

            	
              Bankruptcy or insolvency
      proceedings:  any Group Company takes any action or any
      legal proceedings are started or other steps taken for (i) any Group
      Company to be adjudicated or found bankrupt or insolvent, (ii) the
      winding-up or dissolution of any Group Company or (iii) the appointment of
      a liquidator, administrator, trustee, receiver or similar officer of any
      Group Company or the whole or any part of their respective undertaking,
      assets, rights or revenues; or

            


    

    


    
      	
               
      

            	
              (i)

            	
              Change of ownership or control
      of Borrower or any Group Company: if any person or group of persons
      acting in concert gains control of the Borrower or any Group Company (for
      the purposes hereof "control" shall have the same meaning as in clause
      7.2.(b); or

            


    

    


    
      	
               
      

            	
              (j)

            	
              Material adverse
      change:  any event or series of events occurs which, in
      the reasonable opinion of the Lender, might have a material adverse effect
      on the condition, operations, assets, liabilities and prospects of a
      Borrower or a Group Company or on the ability of a Borrower or a Group
      Company to comply with its obligations under the Financial
      Documents.

            


    

    


    
      	
               
      

            	
              (k)

            	
              Analogous Effect: Any
      event occurs which, under the law of any relevant jurisdiction, has an
      analogous or equivalent effect to any of the events mentioned in this
      clause19.1.

            


    

    


    
      	
               
      

            	
              (l)

            	
              Audit qualification: The
      auditors of any Group Company qualify their report to any audited accounts
      of the relevant Group Company;

            


    

     

    
      	
               
      

            	
              (m)

            	
              Rescission: (i) any
      party to the Transaction Documents rescinds or purports to rescind all or
      part of that document where to do so would, in the Lender's opinion, have
      a Material Adverse Effect; or (ii) any liquidator or other person takes
      action to reverse or overturn the effect of a Transaction Document and the
      Lender is advised that such action has a material prospect of success and
      in the Lender's opinion such action would have a Material Adverse
      Effect;

            


    

     

    
      	
               
      

            	
              (n)

            	
              Litigation: Any
      litigation, arbitration, administrative, governmental, regulatory or other
      investigations, proceedings or disputes are commenced or threatened in
      relation to the Transaction Documents or transaction contemplated in the
      Transaction Documents or against any member of the Group or its assets
      which has or is reasonably likely to have a Material Adverse
      Effect;

            


    

     

    
      	
               
      

            	
              (o)

            	
              Fishing Licences: if at
      any time it is foreseeable that a fishing license of a Fishing Vessel is
      withdrawn by the appropriate Croatian authorities or if at any time a
      Fishing Vessel looses its fishing license or it becomes illegal for a
      Fishing Vessel to fish in accordance with Croatian
  laws.

            


    

     

    
      
         


      

      
        - 19
-

        
          

        

      

      
         


      

    


    
      	
              19.2

            	
              Acceleration

            


    

     

    On and at
any time after the occurrence of an Event of Default which is Continuing the
Lender may by notice to the Borrower and/or the Guarantors:

    
      	
               
      

            	
              (a)

            	
              declare
      any unborrowed amount to be cancelled after which the Facility shall be
      reduced to zero; and/or

            


    

    
      	
               
      

            	
              (b)

            	
              declare
      the Loans to be immediately due and payable together with all interest,
      fees and other amounts payable under this Agreement after which such sums
      shall become due without further demand or other notice of any kind, all
      of which are expressly waived by the Borrowers;
  and/or

            


    

    
      	
               
      

            	
              (c)

            	
              exercise
      and/or enforce all or any of its rights under and pursuant to the Security
      Documents in such manner as it sees
fit.

            


    

    


    
      	
              20.

            	
              ASSIGNMENTS
      AND SUBSTITUTION

            


    

     

    
      	
              20.1

            	
              Successors

            


    

    


    This
Agreement shall be binding upon and inure to the benefit of the Borrower and the
Lender and their respective permitted successors and assigns.

    


    
      	
              20.2

            	
              Assignments
      by the Borrower

            


    

    


    The
Borrowers may not assign or transfer all or any part of its rights or
obligations hereunder without the prior written consent of the
Lender.

    


    
      	
              20.3

            	
              Assignments
      by the Lender

            


    

    


    The
Lender may at any time assign or otherwise transfer or novate all or any part of
its rights or obligations hereunder and provided that any transferee shall have
confirmed to the Borrower prior to the transfer taking effect, that it
undertakes to be bound by the terms of this Agreement as the Lender in form and
substance satisfactory to the Borrower. On the transfer being made, the Lender
shall be relieved of its obligations to the extent of the transfer of such
obligations.

    


    
      	
              20.4

            	
              Sub-participations

            


    

    


    Nothing
in this Agreement restricts the ability of the Lender to sub-participate or
sub-contract all or part of its rights and obligations if the Lender remains
liable under this Agreement for any such obligation.

    


    
      	
              21.

            	
              CHANGES
      TO THE BORROWER

            


    

    


    
      	
              21.1

            	
              Assignments
      and transfers by Borrower

            


    

    


    No
Obligor may assign any of its rights or transfer any of its rights or
obligations under this Agreement.


    
      
         


      

      
        - 20
-

        
          

        

      

      
         


      

    


    
      	
              22.

            	
              CONDUCT
      OF BUSINESS BY THE LENDER

            


    

    


    No
provision of this Agreement will:

    
      	
               
      

            	
              (a)

            	
              interfere
      with the right of the Lender to arrange its affairs (tax or otherwise) in
      whatever manner it thinks fit;

            


    

    
      	
               
      

            	
              (b)

            	
              oblige
      the Lender to investigate or claim any credit, relief, remission or
      repayment available to it or the extent, order and manner of any claim;
      or

            


    

    
      	
               
      

            	
              (c)

            	
              oblige
      the Lender to disclose any information relating to its affairs (tax or
      otherwise) or any computations in respect of
  Tax.

            


    

    


    
      	
              23.

            	
              PAYMENT
      MECHANICS

            


    

    


    
      	
              23.1

            	
              Partial
      payments

            


    

    


    If the
Lender receives a payment that is insufficient to discharge all the amounts then
due and payable under this Agreement, the Lender shall apply that payment
towards the obligations of that Borrower under this Agreement in the following
order:

    
      	
               
      

            	
              (a)

            	
              first, in or towards
      payment pro rata of any unpaid fees, costs and expenses of the
      Lender;

            


    

    
      	
               
      

            	
              (b)

            	
              secondly, in or towards
      payment pro rata of any accrued interest or commission due but unpaid
      under this Agreement;

            


    

    
      	
               
      

            	
              (c)

            	
              thirdly, in or towards
      payment pro rata of any principal due but unpaid under this
      Agreement.

            


    

    


    
      	
              23.2

            	
              No
      set-off by Borrower

            


    

    


    All
payments to be made by the Borrower under this Agreement shall be calculated and
be made without (and free and clear of any deduction for) set-off or
counterclaim.

    


    
      	
              23.3

            	
              Business
      Days

            


    

    


    
      	
               
      

            	
              (a)

            	
              Any
      payment which is due to be made on a day that is not a Business Day shall
      be made on the next Business Day in the same calendar month (if there is
      one) or the preceding Business Day (if there is
  not).

            


    

    
      	
               
      

            	
              (b)

            	
              During
      any extension of the due date for payment of any principal or Unpaid Sum
      under this Agreement interest is payable on the principal or Unpaid Sum at
      the rate payable on the original due
date.

            


    

     

    
      	
              23.4

            	
              Currency
      of account

            


    

    


    
      	
               
      

            	
              (a)

            	
              Subject
      to sub-clauses (b) and (c) below, USD is the currency of account and
      payment for any sum due from the Borrrower under this
      Agreement.

            


    

    
      	
               
      

            	
              (b)

            	
              Each
      payment in respect of costs, expenses or Taxes shall be made in the
      currency in which the costs, expenses or Taxes are
    incurred.

            


    

    
      	
               
      

            	
              (c)

            	
              Any
      amount expressed to be payable in a currency other than USD shall be paid
      in that other currency.

            


    


    
      
         


      

      
        - 21
-

        
          

        

      

      
         


      

    


    
      	
              24.

            	
              SET-OFF

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Lender may set off any matured or contingent obligation owed to it by the
      Borrower under this Agreement against any matured or contingent obligation
      owed by the Lender to that Borrower regardless of the place of payment,
      booking branch or currency of either obligation. If the obligations are in
      different currencies, the Lender may convert either obligation at a market
      rate of exchange in its usual course of business for the purpose of the
      set-off.  No security interest is created by this
      Clause.

            


    

     

    
    

    
      	
              25.

            	
              NOTICES

            


    

    


    
      	
              25.1

            	
              Communications
      in writing

            


    

    


    Any
communication to be made under or in connection with this Agreement by an
Obligor shall be made in writing and, unless otherwise stated, may be made by
facsimile or letter.

    


    
      	
              25.2

            	
              Addresses

            


    

    


    The
address and facsimile number (and the department or officer, if any, for whose
attention the communication is to be made) of each Party for any communication
or document to be made or delivered under or in connection with this Agreement
is:

    
      	
               
      

            	
              (a)

            	
              in
      the case of the Borrowers, that identified with its name
      below;

            


    

    
      	
               
      

            	
              (b)

            	
              in
      the case of any other Obligor, that notified in writing to the Lender;
      and

            


    

    
      	
               
      

            	
              (c)

            	
              in
      the case of the Lender, that identified with its name
    below,

            


    

    or any
substitute address, facsimile number, or department or officer as the Party may
notify to the Lender (or the Lender may notify to the other Parties, if a change
is made by the Lender) by not less than five Business Days' notice.

    


    
      
        
          	
                  Borrower:

                	 
      	
                  Lender:

                	 
      
	
                  Umami
      Sustainable Seafood Inc.

                	 
      	
                  Atlantis
      Group hf.

                	 
      
	
                  405
      Lexington Ave, Suite 2640

                	 
      	
                  Attn:
      Óli Valur Steindórsson

                	 
      
	
                  New
      York, NY 10174

                	 
      	
                  Storhofda
      15

                	 
      
	 
      	 
      	
                  110
      Reykjavik

                	 
      
	 
      	 
      	
                  Iceland

                	 
      


        

      

    

    


    
      	
              25.3

            	
              Delivery

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      communication or document made or delivered by one person to another under
      or in connection with this Agreement will only be
    effective:

            


    

    
      	
               
      

            	
              (i)

            	
              if
      by way of facsimile, at the time the facsimile transmission report (or
      other appropriate evidence) confirming transmission is received by the
      sender; or

            


    

    
      	
               
      

            	
              (ii)

            	
              if
      by way of letter, when it has been left at the relevant address or, if
      posted, at noon on the second Business Day (in the case of an inland
      address) or the fifth Business Day (in the case of an overseas address)
      following the day of posting,

            


    

    and, if a
particular department or officer is specified as part of its address details
provided under Clause 25.2(Addresses), if addressed to
that department or officer.

    


    In
proving service it shall be sufficient to prove that personal delivery was made,
or that the envelope containing the communication was correctly addressed and
posted or that a facsimile transmission report (or other appropriate evidence)
was obtained.


    
      
         


      

      
        - 22
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Any
      communication or document to be made or delivered to the Lender will be
      effective only when actually received by the Lender and then only if it is
      expressly marked for the attention of the department or officer identified
      with the Lender's signature below (or any substitute department or officer
      as the Lender shall specify for this
purpose).

            


    

    


    
      	
              26.

            	
              CALCULATIONS
      AND CERTIFICATES

            


    

    


    
      	
              26.1

            	
              Accounts

            


    

    


    The
accounts maintained by the Lender in connection with this Agreement shall, in
the absence of manifest error, be conclusive evidence of the matters to which
they relate.

    


    
      	
              26.2

            	
              Certificates
      and Determinations

            


    

    


    Any
certification or determination by the Lender of a rate or amount is, in the
absence of manifest error, conclusive evidence of the matters to which it
relates.

    


    
      	
              26.3

            	
              Day
      count convention

            


    

    


    Interest
shall accrue from day to day and be calculated on the basis of the actual number
of days elapsed and a 360 day year in respect of all fees and interest due in
USD. In determining the number of days in a period, the first day shall be
included but not the last.

    


    
      	
              27.

            	
              PARTIAL
      INVALIDITY

            


    

    


    If any
provision of this Agreement is illegal, invalid or unenforceable, the other
provisions and the remainder of the affected provision shall continue to be
valid.

    


    
      	
              28.

            	
              REMEDIES
      AND WAIVERS

            


    

    


    No
failure to exercise and no delay in exercising any right, remedy, power or
privilege of the Lender under this Agreement and no course of dealing between
the Parties shall be construed or operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.

    


    
      	
              28.1

            	
              Amendments
      and waivers

            


    

    


    Any term
of the this Agreement may be amended or waived only with the consent of the
Lender and the Borrowers and any such amendment or waiver will be binding on all
Parties.

    


    
      	
              29.

            	
              COUNTERPARTS

            


    

    


    This
Agreement may be executed in any number of counterparts, each of which when
executed and delivered shall be an original, but all of which when taken
together shall constitute a single instrument.


    
      
         


      

      
        - 23
-

        
          

        

      

      
         


      

    


    
      	
              30.

            	
              GOVERNING
      LAW

            


    

    


    This
Agreement is governed by Icelandic law.

    


    
      	
              31.

            	
              ENFORCEMENT

            


    

    


    
      	
              31.1

            	
              Jurisdiction

            


    

    


    Each of
the Parties irrevocably agrees for the benefit of the Lender that the courts of
Iceland shall have jurisdiction to hear and determine any suit, action or
proceeding, and to settle any disputes, which may arise out of or in connection
with this Agreement and, for such purposes, irrevocably submits to the
jurisdiction of such courts. The Borrower hereby irrevocably and
unconditionally:

    


    
      	
               
      

            	
              (a)

            	
              waives
      any objection it may have to the laying of venue of any such proceedings
      in any of the said courts and any claim it may have that any such
      proceedings have been brought in an inconvenient forum or are being
      brought before another court;

            


    

    


    
      	
               
      

            	
              (b)

            	
              consents
      to the service of process out of any of the said courts in any such
      proceedings by the airmailing of copies, postage prepaid, to the Borrower
      at its said address such service to be effective on the receipt at that
      address;

            


    

    


    
      	
               
      

            	
              (c)

            	
              agrees
      that nothing herein shall affect the right to serve process in any other
      manner permitted by law, or to bring proceedings before any other courts
      of competent jurisdiction;

            


    

    


    
      	
               
      

            	
              (a)

            	
              agrees
      that the submission to the jurisdiction of the courts referred to above
      shall not (and shall not be construed so as to) limit the right of the
      Lender to take proceedings against the Borrower in any other court of
      competent jurisdiction nor shall the taking of proceedings in any one or
      more jurisdictions preclude the taking of proceedings in any other
      jurisdiction (whether concurrently or not) if and to the extent permitted
      by applicable law.

            


    

    


    IN
WITNESS OF THE ABOVE, the representatives of the Parties have signed this
Agreement in the presence of witnesses.

    


    Done in
Reykjavik on the September 23, 2010 effective as of June 30, 2010

    


    AS WITNESS the hands of the
parties the day and year first above written.

    


    THE
BORROWER

      


    
      Umami
Sustainable Seafood Inc.

    

    
      Address:

    

    
      405
Lexington Ave, Suite 2640

    

    
      New York,
NY 10174

    

    
      Fax
number:  917-368-8005

    

    
      Attention:
Dan Zang

    

    
      By: Dan
Zang

    


    
      
         


      

      
        - 24
-

        
          

        

      

      
         


      

    


    THE
LENDER

    


    Atlantis
Group  HF..

    
    

    
      Address:

    

    
      Storhofdi
15

    

    
      110
Reykjavik

    

    
      Fax
no.  +354 515 7309

    

    
      Attention:
Mr. Oli Valur Steindorsson

    

    
      By Oli
Valur Steindorsson

    


    
      
         


      

      
        - 25
-

        
          

        

      

      
         


      

    

    


    SCHEDULE
1

     

    DEBT
ASSUMPTION AGREEMENT

     

    This DEBT ASSUMPTION
AGREEMENT (this “Agreement”) made as of the
last date set forth on the signature page hereof”) in the year 2010 by and
between:

    


    
      	
              (1)

            	
              Atlantis Group Ltd, ,  an
      Icelandic Corporation with its principal place of business at Storhofda
      15, 110, Reykjavík, Iceland, CPR nr. 700805-1580 (“the Lender”)
  and

            


    

    


    
      	
              (2)

            	
              Umami Sustainable Seafood
      Inc., a Nevada corporation having its offices at 405 Lexington Ave,
      Suite 2640, New York, NY 10174 (“the
      Debtor”)

            


    

    


    The
Lender and  the Debtor are hereinafter referred to collectively as the
“Parties” and
individually as a “Party”.

    


    WITNESSETH:

    


    WHEREAS,  the
Lender is holding controlling interests in the Debtor; and

     

    WHEREAS
the Debtor has identified the Mexican Tuna fishing and farming company Baja
Acqua Farms S.A. de C.V. as a target for acquisition (the “Target”) ;
and

     

    WHEREAS
the Lender has provided the Target with loans during the period of April 2010 to
August 2010 in the aggregated amount of USD $5,100,000.

     

    WHEREAS
the Debtor wishes to assume this loan and to enter assume the rights of the
Lender to purchase 1/3 of the share capital of the Target for purchase price of
USD eight million together with the right pursuant a Call Option Agreement to
purchase the bulk of remaining shares in the Target; and

     

    WHEREAS
the Lender is willing to facilitate those transactions in order to grant the
Debtor a clear right to purchase the Target in exchange for a debt assumption of
the said claim against the Target.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual representations and
covenants hereinafter set forth, the parties hereto do hereby agree as
follows:

     

    
      	
               
      

            	
              I.

            	
              Debt
      assumption –

            


    

     

    1.           The
Parties herby Agree that the Debtor, Umami Sustainable Seafood
Inc., is herby assuming the payment obligation of Baja Acqua Farms S.A.
de C.V towards the Lender in the amount of $5,100,000 USD and acquires at the
same time all the right attached to the claim against the Target.

     

    The
Debtor shall be held fully liable for the repayment of this amount, regardless
that the Lender does hold the Target jointly liable for the repayment until he
claim is fully paid.


    
      
         


      

      
        - 26
-

        
          

        

      

      
         


      

    


    
      	
            	
              II
       

            	
              Remuniation
      - repayment

            


    

     

    2. The
Parties agree that the Debtor is assuming the said debt and is hereby having the
corresponding claim assigned and transferred to him in exchange for a Request
for utilisation of the Credit Facility extended to him according to the
Agreement thereof by the Lender in the corresponding Amount of $5,100,000
USD.

     

    The
Lender is hereby granting this request  and  the Loan of the
same amount is defined as Term B Loan
Facility as referred to in
Art. 2 (b) of the Loan Agreement.

    


    
      	
            	
              IV.

            	
              REPRESENTATIONS
      BY the Debtor, here referred to as the
“company”

            


    

     

    The
Debtor hereby represents and warrants to the Lender that:

     

    4.1           The
Debtor is a company duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization and has full corporate power and
authority to conduct its business.  The Company is not in violation of
any of the provisions of its Articles of Incorporation, by-laws or other
organizational or charter documents including, but not limited to, all documents
setting forth and/or establishing the terms, rights, conditions and/or
limitations of any of the Company’s stock (the “Internal
Documents”).  The Debtor is duly qualified to conduct business
and is in good standing as a foreign corporation in each jurisdiction in which
the nature of the business conducted or property owned by it makes such
qualification necessary.

     

    4.2           The
Debtor has all corporate right, power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby.  All corporate
action on the part of the Company and its directors necessary for the
authorization execution, delivery and performance of this Agreement by the
Company documents and the performance of the Company’s obligations hereunder has
been taken.  This Agreement has been duly executed and delivered by
the Company and constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, subject
to laws of general application relating to bankruptcy, insolvency and the relief
of debtors and rules of law governing specific performance, injunctive relief or
other equitable remedies, and to limitations of public
policy.  

     

    
      	
            	
              V.

            	
              MISCELLANEOUS

            


    

     

    5.1  Any
notice or communication made in relation to this Agreement or any document sent
in relation to this Agreement or the performance thereunder shall be in writing
in the English language and shall be deemed given when (i) personally delivered
or sent by a reputable courier service, (ii) sent by registered mail, postage
prepaid, and received, or (iii) transmitted by facsimile transmission, in any
case addressed to the Party to whom it is to be given at the following address
or at such other address as the Party to whom such notice is to be given shall
have last notified the other Party in accordance with the provisions of this
Article:


    
      
         


      

      
        - 27
-

        
          

        

      

      
         


      

    


    THE
BORROWER

     

    
      Umami
Sustainable Seafood Inc.

    

    
      Address:

    

    
      405
Lexington Ave, Suite 2640

    

    
      New York,
NY 10174

    

    
      Fax
number:  917-368-8005

    

    
      Attention:
Dan Zang

    

    
      By: Dan
Zang

    

    


    THE
LENDER

    


    Atlantis
Group  HF..

     

    
      Address:

    

    
      Storhofdi
15

    

    
      110
Reykjavik

    

    
      Fax
no.  +354 515 7309

    

    
      Attention:
Mr. Oli Valur Steindorsson

    

    
      By Oli
Valur Steindorsson

    

    


    5.2       All
of the representations and warranties contained in this Subscription Agreement
shall survive execution and delivery of this Subscription Agreement and the
undersigned’s investment in the Company.

     

    5.3       The
parties agree to execute and deliver all such further documents, agreements and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Agreement.

     

    5.4       This
Agreement may be executed in two or more counterparts each of which shall be
deemed an original, but all of which shall together constitute one and the same
instrument.

    


    5.5       Nothing
in this Agreement shall create or be deemed to create any rights in any person
or entity not a party to this Agreement.

    


    5.6.      This
Agreement  shall be construed and enforced in accordance with, and all
questions concerning the construction, validity, interpretation and performance
of this Agreement shall be governed by, the internal laws of the Republic of
Iceland,   without giving effect to any choice of law or conflict
of law provision or rule that would cause the application of the laws of any
jurisdictions other than the Republic of Iceland.  

    Any
dispute which is not settled between the parties shall be subject to the ruling
of the District Court of Reykjavik, Iceland

    


    5.7.      This
Agreement constitutes the entire agreement and understanding of the Parties with
respect to the subject matter of this Agreement, and supersedes all prior
discussions, agreements and understandings between the Parties with respect to
such subject. There are no unwritten oral agreements between the Parties. No
amendment or modification of this Agreement shall be binding on the Parties
unless made in writing expressly referring to this Agreement and signed by an
authorized representative of each.


    
      
         


      

      
        - 28
-

        
          

        

      

      
         


      

    


    5.8 This
Agreement takes effects and enters into force when signed by duly registered
representatives and stamped by dully registered company stamp of each
party.

    (Signature
Pages to Follow)

     

    IN WITNESS WHEREOF, the
undersigned have executed this Debt Assumption Agreement on September 22, 2010
effective as of  July 1, 2010.

     

    
      
        	
                Umami
      Sustainable Seafood Inc.

              
	 
      
	
                By:  

              	
                   

              
	 
      	 
      
	
                Atlantis
      Group Ltd

              
	 
      
	
                By:

              	
                   

              


      

    


    
      
         


      

      
        - 29
-

        
          

        

      

      
         


      

    

     

    SCHEDULE
2

    


    UTILISATION
REQUEST

    


    From:
[Borrower]

    To:
[Lender]

    Dated:

    


    Dear
Sirs

    


     USD [ ● ] Facility
Agreement

    dated
[      ] (the "Agreement")

    


    
      	
              1.

            	
              We
      refer to the Agreement.  This is a Utilisation
      Request.  Terms defined in the Agreement have the same meaning
      in this Utilisation Request unless given a different meaning in this
      Utilisation Request.

            


    

     

    
      	
              2.

            	
              We
      wish to borrow a Loan on the following
terms:

            


    

    
      
        	
                Proposed
      Utilisation Date:

              	
                [        ]
      (or, if that is not a Business Day, the next Business
  Day)

              
	
                Currency
      of Loan:

              	
                USD:

              
	
                Amount:

              	
                [     ]
      or, if less, the Available
Facility

              


      

    

    


    
      	
              3.

            	
              We
      confirm that each condition specified in Clause 4.2 (Further conditions
      precedent) is satisfied on the date of this Utilisation
      Request.

            


    

    
      	
              4.

            	
              This
      Utilisation Request is irrevocable.

            


    

     

    Yours
faithfully

    


    .......................................

    authorised
signatory for Umami Sustainable Seafood Inc.


    
      
         


      

      
        - 30
-

        
          

        

      

      
         


      

    


    SCHEDULE
3

     

    FORM
OF NOTE

     

    Note
issued to Atlantis Group hf as Lender as defined in the Facility Agreement
referred to below:

     

    Terms
defined in the Facility Agreement dated [#] 2010(as amended and restated from
time to time) and made between Umami Sustainable Seafood Inc., (as Borrower), Atlantis Group
hf (as Lender) (the "Facility
Agreement") have the same meaning in this debenture unless otherwise
defined in the debenture.

     

    Umami Sustainable Seafood Inc., a
Nevada corporation having its offices at 405 Lexington Ave, Suite 2640, New
York, NY 10174 (acknowledges from time to time that:

     

    
      	
              1.

            	
              it
      is indebted to each Lender for such amounts in respect of principal due to
      it from time to time in accordance with the Facility
      Agreement;

            


    

     

    
      	
              2.

            	
              amounts
      outstanding are payable in accordance with the Facility Agreement and bear
      interest under the debenture (including default interest under clause
      [8.3] of the Facility Agreement) at the rate, and are payable as, set out
      in the Facility Agreement, the provisions of which to the extent
      necessary, are taken to be incorporated by reference in this
      debenture;

            


    

     

    
      	
              3.

            	
              all
      payments under this debenture must be made at the time and place and in
      the amount, currency and manner provided in the Facility Agreement;
      and

            


    

     

    
      	
              4.

            	
              this
      Note is a Finance Document and may not be amended or varied without the
      consent of the Lender.

            


    

     

    
      	
              5.

            	
              this
      Note shall be governed by Icelandic
law.

            


    

     

    Dated
[***]

     

    SIGNED
BY

     

    For and
on behalf of Umami Sustainable Seafood Inc.,

     

    ......................................

     

    Signature

     

    ......................................

     

    Print
name


    
      
         


      

      
        - 31
-