AMENDMENT
NO. 1

     

    TO

     

    LOAN
AGREEMENT

     

    THIS
AMENDMENT NO. 1 TO LOAN AGREEMENT (as amended, restated or supplemented from
time to time, this “Amendment”) is
entered into as of September 30, 2010, by and among UMAMI SUSTAINABLE SEAFOOD
INC., a Nevada corporation (“Borrower”), and
Atlantis Group hf, a company formed under the laws of the republic of Iceland
(“Lender”).

     

    BACKGROUND

     

    Borrower
and Lender are parties to a Loan Agreement dated as of June 30, 2010 (as
amended, restated, supplemented or otherwise modified from time to time, the
“Loan
Agreement”) pursuant to which Lender provide Borrower with certain
financial accommodations.

     

    Borrower
has requested that Lender amend the Loan Agreement and Lender is willing to do
so on the terms and conditions hereafter set forth.

     

    NOW,
THEREFORE, in consideration of any grant of credit heretofore or hereafter made
to or for the account of Borrower by Lender, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

     

    1.      Definitions.  All
capitalized terms not otherwise defined herein shall have the meanings given to
them in the Loan Agreement.

     

    2.      Amendment to Loan
Agreement.  The Loan Agreement is hereby amended as
follows:

     

    (a)          The
defined term “Final Repayment Date set forth in Section 1.1 is amended in its
entirety to provide as follows:

     

    “Final Repayment Date” means
June 30, 2012.

     

    (b)          Section
6.1(a) of the Loan Agreement is amended in its entirety to provide as
follows:

     

    “(a)         This
Loan Facility Agreement is valid until June 30, 2012, which is the final
repayment day.”

     

    (c)          Section
4.1(c)(i) is amended in its entirety to provide as follows:

     

    “(i)           Security
in the for of pledge of biomass, shares in the Borrower’s subsidiaries or of
fixed assets, all subject to acceptance by Lender, provided, however, that
Borrower shall not be required to grant a security interest on any assets which
have been or are to be pledged to UTA Capital LLC or Seaside 88, LP or any of
their affiliates.”

     

    (d)          Section
6.1(b) of the Loan Agreement is amended in its entirety to provide as
follows:

     

    
      
         

      

      
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    “(b)         Subject
to the terms of a subordination agreement dated as of September 30, 2010 between
Lender and UTA Capital LLC (the “Subordination
Agreement”), the Borrower commits himself to utilise any cash that it
will raise after the signing of this agreement, may it be by borrowing or from
the proceeds from sale of shares of the Borrower under the terms of the
offering, to pay the outstanding debt under this Credit facility to the
Lender.”

     

    (e)          Section
7.3 is amended by adding the following clause (d) at the end
thereof:

     

    “(d)         Any
prepayment under this Section 7.3 shall be subject to the terms of the
Subordination Agreement.”

     

    (f)           Section
18(c) is amended in its entirety to provide as follows:

     

    “(c)         Ranking of
Liabilities: Ensure that its liabilities under the Finance Documents will
constitute its direct and unconditional obligations and rank in priority to all
its other present and future indebtedness (except for indebtedness ranking
equally or entitled to priority by operation of law or the Senior Debt (as
defined in the Subordination Agreement));”

     

    3.    Representations and
Warranties.  Borrower hereby represents and warrants that to
the best of Borrowers’ knowledge, no Event of Default has occurred and is
continuing or would exist after giving effect to this Amendment.

     

    4.    Effect on the Loan
Agreement.

     

    (a)   Each
reference in the Loan Agreement, as applicable, to “this Agreement,”
“hereunder,” “hereof,” “herein” or words of like import shall mean and be a
reference to the Loan Agreement, as amended hereby.

     

    (b)   Except
as specifically amended herein, the Loan Agreement, and all other documents,
instruments and agreements executed and/or delivered in connection therewith,
shall remain in full force and effect, and are hereby ratified and
confirmed.

     

    (c)   Except
as specifically provided herein, the execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy of
Lender, nor constitute a waiver of any provision of the Loan Agreement or any
other documents, instruments or agreements executed and/or delivered under or in
connection therewith.

     

    5.    Governing
Law.  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns and
shall be governed by and construed in accordance with the laws of
Iceland.

     

    6.    Headings.  Section
headings in this Amendment are included herein for convenience of reference only
and shall not constitute a part of this Amendment for any other
purpose.

     

    7.    Counterparts;
Facsimile.  This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which when taken together shall constitute one and the same
agreement.  Any signature delivered by a party by facsimile or
electronic mail transmission shall be deemed to be an original signature
hereto.


    
      
         


      

      
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    IN
WITNESS WHEREOF, this Amendment has been duly executed as of the day and year
first written above.

    


    
      
        
          
            
              	 
      	
                      UMAMI
      SUSTAINABLE SEAFOOD INC.

                    
	 
      	 
      	 
      
	 
      	
                      By: 

                    	 
      
	 
      	 
      	
                      Name:
      Oli Valur Steindorsson

                    
	 
      	 
      	
                      Title:
      Chief Executive Officer

                    
	 
      	 
      	 
      
	 
      	
                      ATLANTIS
      GROUP hf.

                    
	 
      	 
      	 
      
	 
      	
                      By: 

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title

                    


            

          

        

      

    

     

    
      
         


      

      
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