Unassociated Document


    THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL
(i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “1933
ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR
(ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE 1933 ACT
IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER
IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.  THIS LEGEND
SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY
SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT.

     

    WARRANT
TO PURCHASE COMMON STOCK

     

    OF

     

    UMAMI
SUSTAINABLE SEAFOOD, INC.

     

    W-10202010-1

     

    This is
to Certify That, FOR VALUE RECEIVED, Seaside 88, LP or its assigns (“Holder”), is entitled
to purchase, subject to the provisions of this Warrant, from Umami Sustainable
Seafood, Inc., a Nevada corporation or its successors (the “Company”), 1,000,000
shares of fully paid, validly issued and nonassessable shares of the common
stock of the Company (“Common Stock”) at a
price of $1.80 per share. The number of shares of Common Stock to be received
upon the exercise of this Warrant and the price to be paid for each share of
Common Stock may be adjusted from time to time as hereinafter set
forth.  The shares of Common Stock deliverable upon such exercise, and
as adjusted from time to time, are hereinafter sometimes referred to as “Warrant Shares” and
the exercise price of a share of Common Stock in effect at any time, and as
adjusted from time to time, is hereinafter sometimes referred to as the “Exercise
Price.”

     

    (a)           EXERCISE
OF WARRANT.

     

    (1)           This
Warrant may be exercised in whole or in part at any time or from time to time up
to and including October 20, 2015 (the “Exercise Period”);
provided, however, that if such
day is a day on which banking institutions in the State of New York are
authorized by law to close, then on the next succeeding day which shall not be
such a day.  This Warrant may be exercised by presentation and
surrender hereof to the Company at its principal office with the Purchase Form
annexed hereto duly executed and accompanied by payment of the Exercise Price
for the number of Warrant Shares specified in such form.  As soon as
practicable after each such exercise of this Warrant, but not later than seven
(7) days following the receipt of good and available funds, the Company shall
issue and deliver to the Holder a certificate or certificates for the Warrant
Shares issuable upon such exercise, registered in the name of the Holder or its
designee.  If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder thereof to purchase
the balance of the Warrant Shares purchasable hereunder.  As of the
end of business on the date of receipt by the Company of this Warrant at its
office in proper form for exercise, the Holder shall be deemed to be the holder
of record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares shall not then be
physically delivered to the Holder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (2)           At
any time during the Exercise Period, the Holder may, at its option, exercise
this Warrant on a cashless basis by exchanging this Warrant, in whole or in part
(a “Warrant
Exchange”), into the number of Warrant Shares determined in accordance
with this Section (a)(2), by surrendering this Warrant at the principal
office of the Company or at the office of its stock transfer agent, accompanied
by a notice stating such Holder’s intent to effect such exchange, the number of
Warrant Shares to be exchanged and the date on which the Holder requests that
such Warrant Exchange occur (the “Notice of
Exchange”).  The Warrant Exchange shall take place on the date
specified in the Notice of Exchange or, if later, the date the Notice of
Exchange is received by the Company (the “Exchange
Date”).  Certificates for the shares issuable upon such Warrant
Exchange and, if this Warrant should be exercised in part only, a new Warrant
evidencing the rights of the Holder thereof to purchase the balance of the
Warrant Shares purchasable hereunder, shall be issued as of the Exchange Date
and delivered to the Holder within seven (7) days following the Exchange
Date.  In connection with any Warrant Exchange, this Warrant shall
represent the right to subscribe for and acquire the number of Warrant Shares
equal to (i) the number of Warrant Shares specified by the Holder in its
Notice of Exchange (the “Total Number”) less
(ii) the number of Warrant Shares equal to the quotient obtained by
dividing (A) the product of the Total Number and the existing Exercise
Price by (B) Fair Market Value of a share of Common
Stock.  "Fair Market Value"
shall equal the 5 trading day average closing trading price of the Common Stock
on the relevant market or exchange for the 5 trading days preceding the date the
Warrant is surrendered to the Company or, if the Common Stock is not listed or
admitted to trading on any market or exchange, and the average price cannot be
determined as contemplated above, the Fair Market Value of the Common Stock
shall be as reasonably determined in good faith by the Company’s Board of
Directors.

     

    (b)           RESERVATION
OF SHARES.  The Company shall at all times reserve for issuance and/or
delivery upon exercise of the this Warrant such number of shares of Common Stock
as shall be required for issuance and delivery upon exercise of this
Warrant.

     

    (c)           FRACTIONAL
SHARES.  No fractional shares or scrips representing fractional shares
shall be issued upon the exercise of this Warrant.  With respect to
any fraction of a share called for upon any exercise hereof, the Company shall
pay to the Holder an amount in cash equal to such fraction multiplied by the
then-current Fair Market Value of a share of Common Stock, as defined in Section
(a)(2) above.

     

    (d)           LOSS
OR DESTRUCTION OF WARRANT.  Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will execute and deliver a new Warrant of
like tenor and date.

     

    (e)           RIGHTS
OF THE HOLDER.  The Holder shall not, by virtue hereof, be entitled to
any rights of a shareholder in the Company, either at law or equity, and the
rights of the Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth
herein.

     

    (f)           ANTI-DILUTION
PROVISIONS.  In case the Company shall hereafter (i) declare a
dividend or make a distribution on its outstanding Common Stock in shares of
Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a
greater number of shares, or (iii) combine or reclassify its outstanding Common
Stock into a smaller number of shares, the Exercise Price in effect at the time
of the record date for such dividend or distribution or of the effective date of
such subdivision, combination or reclassification shall be adjusted so that it
shall equal the price determined by multiplying the Exercise Price by a
fraction, the denominator of which shall be the number of shares of Common Stock
outstanding after giving effect to such action, and the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
action.  The number of shares of Common Stock that the Holder shall
thereafter, on the exercise hereof, be entitled to receive shall be adjusted to
a number determined by multiplying the number of shares of Common Stock that
would otherwise (but for the provisions of this Section (f)) be issuable on such
exercise by a fraction of which (a) the numerator is the Exercise Price that
would otherwise (but for the provisions of this Section (f)) be in effect, and
(b) the denominator is the Exercise Price in effect on the date of such exercise
(taking into account the provisions of this Section
(f)).  Notwithstanding the foregoing, in no event shall the Exercise
Price be less than the par value of the Common Stock.  Adjustment
pursuant to this Section (f) shall be made successively whenever any event
listed above shall occur.

     

    
      
        
        

      

      
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    (g)           NOTICES
TO WARRANT HOLDERS.  So long as this Warrant shall be outstanding,
(i) if the Company shall pay any dividend or make any distribution upon the
Common Stock or (ii) if the Company shall offer to the holders of Common
Stock for subscription or purchase by them any share of any class or any other
rights or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed to the Holder, at least fifteen days prior the date specified in
(x) or (y) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (x) a
record is to be taken for the purpose of such dividend, distribution or rights,
or (y) such reclassification, reorganization, consolidation, merger,
conveyance, lease, dissolution, liquidation or winding up is to take place and
the date, if any is to be fixed, as of which the holders of Common Stock or
other securities shall receive cash or other property deliverable upon such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up.

     

    (h)           RECLASSIFICATION,
REORGANIZATION OR MERGER.  In case of any reclassification, capital
reorganization or other change of outstanding Common Stock of the Company, or in
case of any consolidation or merger of the Company with or into another
corporation (other than a merger with a subsidiary in which merger the Company
is the continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding Common Stock of the class
issuable upon exercise of this Warrant) or in case of any sale, lease or
conveyance to another corporation of the property of the Company as an entirety,
the Company shall, as a condition precedent to such transaction, cause effective
provisions to be made so that the Holder shall have the right thereafter by
exercising this Warrant at any time prior to the expiration of the Warrant, to
purchase the kind and amount of shares of stock and other securities and
property receivable upon such reclassification, capital reorganization and other
change, consolidation, merger, sale or conveyance by a holder of the number of
shares of Common Stock that might have been purchased upon exercise of this
Warrant immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance.  Any such provision shall include
provision for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Warrant.  The
foregoing provisions of this Section (h) shall similarly apply to
successive reclassifications, capital reorganizations and changes of Common
Stock and to successive consolidations, mergers, sales or
conveyances.  In the event that in connection with any such capital
reorganization or reclassification, consolidation, merger, sale or conveyance,
additional shares of Common Stock shall be issued in exchange, conversion,
substitution or payment, in whole or in part, for a security of the Company
other than Common Stock, any such issue shall be treated as an issue of Common
Stock covered by the provisions of Section (f) hereof.

     

    (i)           No Net-Cash
Settlement.  In no event will the Holder be entitled to receive
a net-cash settlement or other consideration in lieu of physical settlement in
securities.

     

    
      
        
        

      

      
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    (j)           Amendment;
Modification.  The provisions of this Warrant may from time to
time be amended, modified or waived, by the Company and the Holder.

     

    (k)           Jurisdiction; Applicable
Law.  This Warrant shall be governed by and construed solely
and exclusively in accordance with the internal laws of the State of New York
without regard to the conflicts of law principles thereof. The parties hereto
hereby expressly and irrevocably agree that any suit or proceeding arising
directly and/or indirectly pursuant to or under this Warrant shall be brought
solely in a federal or state court located in the City, County and State of New
York. By its execution hereof, the Parties hereby covenant and irrevocably
submit to the exclusive in personam jurisdiction of the federal and state courts
located in the City, County and State of New York and agree that any process in
any such action may be served upon any of them personally, or by certified mail
or registered mail upon them or their agent, return receipt requested, with the
same full force and effect as if personally served upon them in New York City.
The parties hereto expressly and irrevocably waive any claim that any such
jurisdiction is not a convenient forum for any such suit or proceeding and any
defense or lack of in personam jurisdiction with respect thereto. In the event
of any such action or proceeding, the party prevailing therein shall be entitled
to payment from the other party hereto of all of its reasonable counsel fees and
disbursements.

     

    
      
        
        

      

      
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    Dated:
October ____, 2010

     

    
      
        	 	UMAMI SUSTAINABLE
      SEAFOOD, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


      

    

     

     

    
      
        
          
            
              
                
                  	

                          Holder:

                           

                          SEASIDE
      88, LP

                           

                          By:  Seaside
      88 Advisors, LLC

                        	 	 
	 	 	 	 
	
                          By:
      

                        	 	 	 
	Name:	 	 
	Title:	 	 
	 	 	 	 


                

              

            

          

        

      

    

     

    
      
        
        

      

      
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    PURCHASE
FORM

     

    Dated
____________________

     

    (1)           The
undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing shares of Common Stock of Umami Sustainable Seafood, Inc.
(or such number of shares of Common Stock or other securities or property to
which the undersigned is entitled in lieu thereof or in addition thereto under
the provisions of the Warrant).

     

    (2)  The
undersigned hereby elects to make payment (Please check one):

     

    ___ on a
cashless basis pursuant to the provisions of Section (a)(2) of the
Warrant.

     

    ___ with
the enclosed bank draft, certified check or money order payable to the Company
in payment of the exercise price determined under, and on the terms specified
in, the Warrant.

     

    (3)  The
undersigned hereby irrevocably directs that the said shares be issued and
delivered as follows:

     

    
      	
              
                Name(s)
      in Full

              

            	
              
                Address(es)

              

            	
              
                Number
      of Shares

              

            	
              
                S.S.
      or IRS #

              

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

     

    (4)  If
the Warrant was not exercised in full, please check the following:
___

     

    The
undersigned hereby irrevocably directs that any remaining portion of the warrant
be issued and delivered as follows:

     

    
      	
              
                Name(s)
      in Full

              

            	
              
                Address(es)

              

            	
              
                Number
      of Shares

              

            	
              
                S.S.
      or IRS #

              

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


    

     

    _____________________________

     

    Signature
of Holder

     

    _____________________________

     

    Print
Name

     

    
      
        
        

      

      
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