EXHIBIT 4.1

    


    CERTIFICATE OF
DESIGNATION

    OF

    RIGHTS, PREFERENCES, PRIVILEGES AND
RESTRICTIONS

    OF

    SERIES A PREFERRED
STOCK

    OF

    GOFISH
CORPORATION

     

    The
undersigned officer of GoFish Corporation, a corporation organized and existing
under the General Corporation Law of Nevada (the “Corporation”), does hereby
certify:

     

    That,
pursuant to the authority conferred upon the Board of Directors of the
Corporation (the “Board”) by the Articles of Incorporation of the Corporation,
as amended, and pursuant to the provisions of Section 78.1955 of the Nevada
Revised Statutes, the Board, by unanimous written consent, adopted the following
recitals and resolution, which resolution remains in full force and effect on
the date hereof:

     

    WHEREAS,
the Articles of Incorporation of the Corporation, as amended, provide for a
class of stock designated “Preferred Stock”;

     

    WHEREAS,
the Articles of Incorporation of the Corporation, as amended, provide that such
Preferred Stock may be issued from time to time in one or more series and
authorize the Board to fix or alter from time to time the designation, powers,
preferences and rights of the shares of each such series and the qualifications,
limitations or restrictions of any wholly unissued series of Preferred Stock,
and to establish from time to time the number of shares constituting any such
series or any of them; and to increase or decrease the number of shares of any
such series subsequent to the issuance of shares of that series, but not below
the number of shares of such series then outstanding; and

     

    WHEREAS,
it is the desire of the Board, pursuant to its authority as aforesaid, to fix
and determine the designation, powers, preferences and rights, and the
qualifications, limitations or restrictions relating to a Series A Preferred
Stock;

     

    NOW,
THEREFORE, BE IT RESOLVED, that the Board does hereby provide for a series of
Preferred Stock of the Corporation consisting of 8,003,000 shares designated as
“Series A Preferred Stock,” par value $0.001 per share, and does hereby fix and
determine the powers, designations, preferences and relative, participating,
optional and other rights and qualifications, limitations and restrictions
thereof and other matters relating to the Series A Preferred Stock as
follows:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1. Dividend
Provisions.

     

    (a) The
holders of shares of Series A Preferred Stock shall be entitled to receive
dividends, on a pari passu basis, out of any assets legally available therefor,
prior and in preference to any declaration or payment of any dividend (payable
other than in Common Stock or other securities and rights convertible into or
entitling the holder thereof to receive, directly or indirectly, additional
shares of Common Stock of this Corporation) on the Common Stock of this
Corporation, at the rate of $0.32 per share per annum (as adjusted for any stock
splits, stock dividends, combinations, recapitalizations or the like
(collectively, “Recapitalizations”)), payable when, as, and if declared by the
Board of Directors. Such dividends shall not be cumulative. Any accumulation of
dividends on the Series A Preferred Stock shall not bear interest. Any
partial payment shall be made ratably among the holders of Series A
Preferred Stock in proportion to the payment each such holder would receive if
the full amount of such dividends were paid.

     

    (b) After
payment of any dividends pursuant to Section 1(a), any additional dividends
shall be distributed among all holders of Series A Preferred Stock and Common
Stock in proportion to the number of shares of Common Stock which would be held
by each such holder if all shares of Series A Preferred Stock were converted to
Common Stock at the then effective Conversion Rate (as defined below) for the
Series A Preferred Stock.

     

    2. Liquidation
Preference.

     

    (a) In the
event of any liquidation, dissolution or winding up of this Corporation, either
voluntary or involuntary, or any Liquidation Event (as defined below) the
holders of Series A Preferred Stock shall be entitled to receive, prior and in
preference to any distribution of any of the assets of this Corporation to the
holders of Common Stock by reason of their ownership thereof, an amount per
share equal to the greater of (i) (A) the sum of $4.00 (as adjusted for any
Recapitalizations) (the “Original Series A Issue Price”) for each
outstanding share of Series A Preferred Stock and (B) an amount equal
to all declared but unpaid dividends on such share or (ii) such amount per share
as would have been payable had all shares of Series A Preferred Stock been upon
such liquidation, dissolution or winding up or Liquidation Event converted to
Common Stock pursuant to Section 4 immediately prior to such event . If upon the
occurrence of such event, the assets and funds thus distributed among the
holders of the Series A Preferred Stock shall be insufficient to permit the
payment to such holders of the full aforesaid preferential amounts, then the
entire assets and funds of this Corporation legally available for distribution
to stockholders shall be distributed ratably among the holders of the
Series A Preferred Stock in proportion to the full preferential amount each
such holder is otherwise entitled to receive under this Section
2(a).

     

    (b) Upon
completion of the distributions required by Section 2(a), all of the remaining
assets of this Corporation available for distribution to stockholders shall be
distributed among the holders of Common Stock pro rata based on the number of
shares of Common Stock held by each.

     

    
      
        
        

      

      
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    (c) (i) For
purposes hereof , a Liquidation Event shall mean (A) the acquisition of
this Corporation by another entity by means of any reorganization, merger or
consolidation (but excluding any reorganization, merger or consolidation
effected exclusively for the purpose of changing the domicile of the
Corporation), or any transaction or series of related transactions in which the
Corporation’s stockholders of record as constituted immediately prior to such
transaction or series of related transactions will, immediately after such
transaction or series of related transactions (by virtue of securities issued in
such transaction or series of related transactions) fail to hold at least 50% of
the voting power of the resulting or surviving corporation following such
transaction or series of related transactions (other than the sale of Series A
Preferred Stock pursuant to the terms of the Securities Purchase Agreement dated
as of December 3, 2008, by and among the Corporation and the investors listed on
Schedule A thereto (the “Purchase Agreement”)); (B) a sale of all or
substantially all of the assets or intellectual property of this Corporation;
(C) the closing of the transfer (whether by merger, consolidation or otherwise),
in one transaction or a series of related transactions, to a person or group of
affiliated persons (other than an underwriter of this Corporation’s securities),
of this Corporation’s securities if, after such closing, such person or group of
affiliated persons would hold 50% or more of the outstanding voting stock of
this Corporation or the surviving or acquiring entity (other than sale of Series
A Preferred Stock pursuant to the terms of the Securities Purchase Agreement);
provided, however, that the initial issuance and sale of the Series A Preferred
Stock shall not be deemed to be a Liquidation Event or (D) the grant of an
exclusive license to all or substantially all of the Corporation’s intellectual
property. The treatment of any particular transaction or series of related
transactions as a Liquidation Event may be waived by the vote or written consent
of the holders of at least two-thirds of the outstanding Series A Preferred
Stock.

     

    (ii) In any of
such events, if the consideration received by this Corporation is other than
cash, its value will be deemed its fair market value as determined in good faith
by the Board of Directors of this Corporation. Any securities shall be valued as
follows:

     

    (A) The value
of securities not subject to investment letter or other similar restrictions on
free marketability (other than restrictions arising solely by virtue of a
stockholder’s status as an affiliate or former affiliate) shall be:

     

    (1) if traded
on a securities exchange or through the NASDAQ Global Market system, the value
shall be deemed to be the average of the closing prices of the securities on
such exchange or system over the thirty (30) day period (or portion thereof)
ending three (3) days prior to the closing;

     

    (2) if
actively traded over-the-counter, the value shall be deemed to be the average of
the closing bid or sale prices (whichever is applicable) over the thirty (30)
day period (or portion thereof) ending three (3) days prior to the closing;
and

     

    (3) if there
is no active public market, the value shall be the fair market value thereof, as
determined in good faith by the Board of Directors of this
Corporation.

     

    (B) The
method of valuation of securities subject to investment letter or other
restrictions on free marketability (other than restrictions arising solely by
virtue of a stockholder’s status as an affiliate or former affiliate) shall be
to make an appropriate discount from the value determined as above in Section
2(c)(ii)(A) to reflect the approximate fair market value thereof, as determined
in good faith by the Board of Directors of this Corporation.

     

    (iii) In the
event the requirements of this Section 2(c) are not complied with, this
Corporation shall forthwith either:


    
      
        
        

      

      
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    (A) cause
such closing to be postponed until such time as the requirements of this Section
2(c) have been complied with; or

     

    (B) cancel
such transaction, in which event the rights, preferences and privileges of the
holders of the Series A Preferred Stock shall revert to and be the same as
such rights, preferences and privileges existing immediately prior to the date
of the first notice referred to in Section 2(c)(iv) hereof.

     

    (iv) This
Corporation shall give each holder of record of Series A Preferred Stock
written notice of such impending transaction not later than twenty (20) days
prior to the stockholders’ meeting called to approve such transaction, or twenty
(20) days prior to the closing of such transaction, whichever is earlier, and
shall also notify such holders in writing of the final approval of such
transaction. The first of such notices shall describe the material terms and
conditions of the impending transaction, and this Corporation shall thereafter
give such holders prompt notice of any material changes. The transaction shall
in no event take place sooner than twenty (20) days after this Corporation has
given the first notice provided for herein or sooner than ten (10) days after
this Corporation has given notice of any material changes provided for herein;
provided, however, that such periods may be shortened upon the written consent
of the holders of Series A Preferred Stock that are entitled to such notice
rights or similar notice rights and that represent at least two-thirds of the
voting power of all then outstanding shares of Series A Preferred
Stock.

     

    3. Redemption. Neither
the Corporation nor the holders of Series A Preferred Stock shall have the
unilateral right to call or redeem or cause to have called or redeemed any
shares of the Series A Preferred Stock.

     

    4. Conversion. The
holders of the Series A Preferred Stock shall have conversion rights as
follows (the “Conversion Rights”):

     

    (a) Right to
Convert. Each
share of Series A Preferred Stock shall be convertible, at the option of
the holder thereof, at any time after the date of issuance of such share at the
office of this Corporation or any transfer agent for such stock, into such
number of fully paid and nonassessable shares of Common Stock as is determined
by dividing the Original Issue Price for Series A Preferred Stock by the
Conversion Price applicable to such share (the conversion rate for the Series A
Preferred Stock is referred to herein as the “Conversion Rate”), determined as
hereafter provided, in effect on the date the certificate is surrendered for
conversion. The initial Conversion Price per share for shares of Series A
Preferred Stock shall be $0.20 (as adjusted for any Recapitalizations);
provided, however, that the Conversion Price for the Series A Preferred
Stock shall be subject to adjustment as set forth in Section 4(d).

     

    (b) Automatic
Conversion. Each
share of Series A Preferred Stock shall automatically be converted into shares
of Common Stock at the Conversion Rate at the time in effect for the Series A
Preferred Stock immediately upon the date specified by written consent of the
holders of at least two-thirds of the then outstanding shares of Series A
Preferred Stock, voting together as a single class with voting power determined
as provided in Section 5 below.


    
      
        
        

      

      
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    (c) Mechanics of
Conversion.


     

    (i) Voluntary
Conversion. Before
any holder of Series A Preferred Stock shall be entitled to convert the same
into shares of Common Stock pursuant to Section 4(a) above, he, she or it shall
give written notice to this Corporation at its principal corporate office, of
the election to convert the same and shall state therein the name or names in
which the certificate or certificates for shares of Common Stock are to be
issued and the date on which such conversion is to be effected (the “Conversion
Date”). This Corporation shall, not later than four (4) Trading Days (as defined
below) after each Conversion Date (the “Share Delivery Date”), issue and deliver
at such office to such holder of Series A Preferred Stock, or to the nominee or
nominees of such holder, a certificate or certificates for the number of shares
of Common Stock to which such holder shall be entitled as aforesaid, which after
the effective date of the registration statement covering the shares of Common
Stock to be issued upon conversion of such shares of Series A Preferred Stock
(the “Registration Effective Date”), shall be free of any restrictive legends
and trading restrictions. If no Conversion Date is specified in such notice for
conversion, the Conversion Date shall be the date of the delivery of the notice
to the Corporation required hereunder for surrender of the shares of Series A
Preferred Stock to be converted, and the person or persons entitled to receive
the shares of Common Stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such shares of Common Stock as
of such date. Without limiting the foregoing, if the conversion is in connection
with an underwritten offering of securities registered pursuant to the Act, the
conversion may, at the option of any holder tendering Series A Preferred Stock
for conversion, be conditioned upon the closing with the underwriters of the
sale of securities pursuant to such offering, in which event the persons
entitled to receive the Common Stock upon conversion of the Series A Preferred
Stock shall not be deemed to have converted the Series A Preferred Stock until
immediately prior to the closing of such sale of securities. To effect
conversions, as the case may be, of shares of Series A Preferred Stock, a holder
of such shares shall not be required to surrender the certificate(s)
representing such shares of Series A Preferred Stock to the Corporation unless
all of the shares of Series A Preferred Stock represented thereby are so
converted, in which case the holder shall deliver the certificate representing
such share of Series A Preferred Stock promptly following the Conversion Date at
issue. After the Registration Effective Date, the Corporation shall, upon
request of the holder of shares of Series A Preferred Stock requested for
conversion hereunder, deliver any certificate or certificates required to be
delivered by the Corporation under this Section electronically through the
Depository Trust Corporation or another established clearing corporation
performing similar functions. If in the case of any notice of conversion
delivered hereunder such certificate or certificates are not delivered to or as
directed by the applicable holder by the Share Delivery Date, the applicable
holder shall be entitled to elect by written notice to the Corporation at any
time on or before its receipt of such certificate or certificates thereafter, to
rescind such conversion, in which event the Corporation shall immediately return
the certificates representing the shares of Series A Preferred Stock tendered
for conversion. Such right shall not be in lieu of any of the holders’ rights
hereunder, at the law or in equity. For purposes hereof, the term “Trading Day”
means a day on which the Common Stock of the Company is traded on any of the
following markets or exchanges on which the Common Stock is listed or quoted for
trading on the date in question: the Pink OTC Markets, the OTC Bulletin Board,
the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global
Market, the Nasdaq Global Select Market or the New York Stock
Exchange.


    
      
        
        

      

      
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    (ii) Automatic
Conversion. If the
conversion is in connection with automatic conversion provisions of Section 4(b)
above, such conversion shall be deemed to have been made on the conversion date
described in the stockholder consent approving such conversion, and the persons
entitled to receive shares of Common Stock issuable upon such conversion shall
be treated for all purposes as the record holders of such shares of Common Stock
as of such date. This Corporation shall, not later than three (3) Trading Days
after such automatic conversion, issue and deliver to such holder of Series A
Preferred Stock, or to the nominee or nominees of such holder, a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be entitled. To effect an automatic conversion pursuant to Section 4(b), the
holder of Series A Preferred Stock shall not be required to physically surrender
the Series A Preferred Stock certificate to the Corporation. 

     

    (iii) Buy-In
Rights. In
addition to any other rights available to the holders of Series A Preferred
Stock, if the Corporation fails or fails to cause its transfer agent to deliver
to a holder of Series A Preferred Stock the applicable certificate or
certificates by the Share Delivery Date pursuant to Section 4(c)(i), and if
after such date such holder is required by its broker to purchase (in an open
market transaction or otherwise), or the holder’s broker purchases, shares of
Common Stock to deliver in satisfaction of a sale by such holder of the shares
of Common Stock issuable upon conversion of the Series A Preferred Stock which
such holder was entitled to receive upon the conversion relating to such Share
Delivery Date (a “Buy-In”), then the Corporation shall (A) pay in cash to such
holder (in addition to any other remedies available to or elected by such
holder) the amount by which (x) such holder’s total purchase price (including
any brokerage commissions) for the shares of Common Stock so purchased exceeds
(y) the product of (1) the aggregate number of shares of Common Stock that such
holder was entitled to receive from the conversion at issue and (2) the actual
sale price at which the sell order giving rise to such purchase obligation was
executed (including any brokerage commissions) and (B) at the option of such
holder, either reissue (if surrendered) the shares of Series A Preferred Stock
equal to the number of shares of Series A Preferred Stock submitted for
conversion or deliver to such holder the number of shares of Common Stock that
would have been issued if the Corporation had timely complied with its delivery
requirements under Section 4(c)(i). For example, if a holder purchases shares of
Common Stock having a total purchase price of $11,000 to cover a Buy-In with
respect to an attempted conversion of shares of Series A Preferred Stock with
respect to which the actual sale price (including any brokerage commissions)
giving rise to such purchase obligation was a total of $10,000 under clause (A)
of the immediately preceding sentence, the Corporation shall be required to pay
such holder $1,000. The holder shall provide the Corporation written notice
indicating the amounts payable to such holder in respect of the Buy-In and, upon
request of the Corporation, evidence of the amount of such loss. Nothing herein
shall limit a holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Corporation’s
failure to timely deliver certificates representing shares of Common Stock upon
conversion of the shares of Series A Preferred Stock as required pursuant to the
terms hereof. 

     

    (iv) Transfer
Taxes. The
issuance of certificates for shares of the Common Stock on conversion of the
Series A Preferred Stock pursuant to Section 4 shall be made without charge to
the holders thereof for any documentary stamp or similar taxes that may be
payable in respect of the issue or delivery of such
certificate.


    
      
        
        

      

      
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    (d) Conversion Price Adjustments
of Series A Preferred Stock. The
Conversion Prices of the Series A Preferred Stock shall be subject to
adjustment from time to time as follows:

     

    (i) (A) If this
Corporation shall issue, on or after the date upon which any shares of
Series A Preferred Stock were first issued (the “Purchase Date”), any
Additional Stock (as defined below) without consideration or for a consideration
per share less than the Conversion Price for the Series A Preferred Stock in
effect immediately prior to the issuance of such Additional Stock, the
Conversion Price for the Series A Preferred Stock in effect immediately prior to
each such issuance shall (except as otherwise expressly provided in this Section
4(d)(i)) be adjusted concurrently with such issuance to a
price determined by multiplying such Conversion Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding and
deemed issued pursuant to Section 4(d)(i)(E) immediately prior to such issuance
plus the number of shares of Common Stock that the aggregate consideration
received by this Corporation for such issuance would purchase at such Conversion
Price; and the denominator of which shall be the number of shares of Common
Stock outstanding and deemed issued pursuant to Section 4(d)(i)(E) immediately
prior to such issuance plus the number of shares of such Additional Stock.


     

    (B) No
adjustment of the Conversion Price for the Series A Preferred Stock shall be
made in an amount less than one cent per share, provided that any adjustments
that are not required to be made by reason of this sentence shall be carried
forward and shall be either taken into account in any subsequent adjustment made
prior to three (3) years from the date of the event giving rise to the
adjustment being carried forward, or shall be made at the end of three (3) years
from the date of the event giving rise to the adjustment being carried forward.
Except to the limited extent provided for in Section 4(d)(i)(E)(3) and Section
4(d)(i)(E)(4), no adjustment of such Conversion Price pursuant to this Section
4(d)(i) shall have the effect of increasing the Conversion Price above the
Conversion Price in effect immediately prior to such adjustment.

     

    (C) In the
case of the issuance of Additional Stock for cash, the consideration shall be
deemed to be the amount of cash paid therefor before deducting any reasonable
discounts, commissions or other expenses allowed, paid or incurred by this
Corporation for any underwriting or otherwise in connection with the issuance
and sale thereof.

     

    (D) In the
case of the issuance of the Additional Stock for a consideration in whole or in
part other than cash, the consideration other than cash shall be deemed to be
the fair value thereof as determined in good faith by the Board of Directors
irrespective of any accounting treatment.

     

    (E) In the
case of the issuance (whether before, on or after the Purchase Date) of options
to purchase or rights to subscribe for Common Stock, securities by their terms
convertible into or exchangeable for Common Stock or options to purchase or
rights to subscribe for such convertible or exchangeable securities, the
following provisions shall apply for all purposes of this Section 4(d)(i) and
Section 4(d)(ii):


    
      
        
        

      

      
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    (1) The
aggregate maximum number of shares of Common Stock deliverable upon exercise
(assuming the satisfaction of any conditions to exercisability, including,
without limitation, the passage of time) of such options to purchase or rights
to subscribe for Common Stock shall be deemed to have been issued at the time
such options or rights were issued and for a consideration equal to the
consideration (determined in the manner provided in Section 4(d)(i)(C) and
Section 4(d)(i)(D)), if any, received by this Corporation upon the issuance of
such options or rights plus the minimum exercise price provided in such options
or rights for the Common Stock covered thereby.

     

    (2) The
aggregate maximum number of shares of Common Stock deliverable upon conversion
of, or in exchange (assuming the satisfaction of any conditions to
convertibility or exchangeability, including, without limitation, the passage of
time) for, any such convertible or exchangeable securities or upon the exercise
of options to purchase or rights to subscribe for such convertible or
exchangeable securities and subsequent conversion or exchange thereof shall be
deemed to have been issued at the time such securities were issued or such
options or rights were issued and for a consideration equal to the
consideration, if any, received by this Corporation for any such securities and
related options or rights (excluding any cash received on account of accrued
interest or accrued dividends), plus the minimum additional consideration, if
any, to be received by this Corporation upon the conversion or exchange of such
securities or the exercise of any related options or rights (the consideration
in each case to be determined in the manner provided in Section 4(d)(i)(C) and
Section 4(d)(i)(D)).

     

    (3) In the
event of any change in the number of shares of Common Stock deliverable or in
the consideration payable to this Corporation upon exercise of such options or
rights or upon conversion of or in exchange for such convertible or exchangeable
securities, including, but not limited to, a change resulting from the
antidilution provisions thereof, the Conversion Price of Series A Preferred
Stock, to the extent in any way affected by or computed using such options,
rights or securities, shall be recomputed to reflect such change, but no further
adjustment shall be made for the actual issuance of Common Stock or any payment
of such consideration upon the exercise of any such options or rights or the
conversion or exchange of such securities.

     

    (4) Upon the
expiration of any such options or rights, the termination of any such rights to
convert or exchange or the expiration of any options or rights related to such
convertible or exchangeable securities, the Conversion Price of Series A
Preferred Stock, to the extent in any way affected by or computed using such
options, rights or securities or options or rights related to such securities,
shall be recomputed to reflect the issuance of only the number of shares of
Common Stock (and convertible or exchangeable securities that remain in effect)
actually issued upon the exercise of such options or rights, upon the conversion
or exchange of such securities or upon the exercise of the options or rights
related to such securities.

     

    (5) The
number of shares of Common Stock deemed issued and the consideration deemed paid
therefor pursuant to Section 4(d)(i)(E)(1) and Section 4(d)(i)(E)(2) shall be
appropriately adjusted to reflect any change, termination or expiration of the
type described in either Section 4(d)(i)(E)(3) or Section
4(d)(i)(E)(4).


    
      
        
        

      

      
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    (ii) “Additional
Stock” shall mean any shares of Common Stock issued (or deemed to have been
issued pursuant to Section 4(d)(i)(E)) by this Corporation after the Purchase
Date other than:

     

    (A) shares of
Common Stock issued pursuant to a transaction described in Section 4(d)(iii)
hereof;

     

    (B) shares of
Common Stock issued or deemed issued to employees, consultants, officers,
directors or vendors (if in transactions with primarily non-financing purposes)
of this Corporation directly or pursuant to a stock option plan or restricted
stock purchase plan approved by the Board of Directors of this
Corporation;

     

    (C) shares of
Common Stock issued pursuant to the conversion or exercise of convertible or
exercisable securities outstanding as of the Purchase Date or subsequently
issued after the Purchase Date in accordance with this Section
4(c)(ii);

     

    (D) shares of
Common Stock issuable or issued in connection with a bona fide business
acquisition of or by this Corporation, whether by merger, consolidation, sale of
assets, sale or exchange of stock or otherwise, each as approved by the Board of
Directors of this Corporation (including the approval of a majority of the
Preferred Directors, as defined below);

     

    (E) shares of
Common Stock issuable or issued to persons or entities with which this
Corporation has strategic business relationships provided such issuances are for
other than primarily equity financing purposes and are approved by the Board of
Directors (including the approval of a majority of the Preferred Directors);
or

     

    (F) shares of
Common Stock issuable or issued in connection with any transaction where such
securities so issued are excepted from the definition “Additional Stock” by the
affirmative vote of at least a majority of the Board of Directors, including the
approval of each of the Preferred Directors.

     

    (iii) In the
event this Corporation should at any time or from time to time after the
Purchase Date fix a record date for the effectuation of a split or subdivision
of the outstanding shares of Common Stock or the determination of holders of
Common Stock entitled to receive a dividend or other distribution payable in
additional shares of Common Stock or other securities or rights convertible
into, or entitling the holder thereof to receive directly or indirectly,
additional shares of Common Stock (hereinafter referred to as “Common Stock
Equivalents”) without payment of any consideration by such holder for the
additional shares of Common Stock or the Common Stock Equivalents (including the
additional shares of Common Stock issuable upon conversion or exercise thereof),
then, as of such record date (or the date of such dividend distribution, split
or subdivision if no record date is fixed), the Conversion Price of the Series A
Preferred Stock shall be appropriately decreased so that the number of shares of
Common Stock issuable on conversion of each share of Series A Preferred Stock
shall be increased in proportion to such increase in the aggregate number of
shares of Common Stock outstanding and those issuable with respect to such
Common Stock Equivalents.


    
      
        
        

      

      
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    (iv) If the
number of shares of Common Stock outstanding at any time after the Purchase Date
is decreased by a combination of the outstanding shares of Common Stock, then,
following the record date of such combination, the Conversion Price for the
Series A Preferred Stock shall be appropriately increased so that the number of
shares of Common Stock issuable on conversion of each share of Series A
Preferred Stock shall be decreased in proportion to such decrease in outstanding
shares.

     

    (e) Other
Distributions. In the
event this Corporation shall declare a distribution payable in securities of
other persons, evidences of indebtedness issued by this Corporation or other
persons, assets (excluding cash dividends) or options or rights not referred to
in Section 4(d)(iii), then, in each such case for the purpose of this Section
4(e), the holders of Series A Preferred Stock shall be entitled to a
proportionate share of any such distribution as though they were the holders of
the number of shares of Common Stock of this Corporation into which their shares
of Series A Preferred Stock are convertible as of the record date fixed for the
determination of the holders of Common Stock of this Corporation entitled to
receive such distribution.

     

    (f) Recapitalizations. If at
any time or from time to time there shall be a recapitalization of the Common
Stock (other than a subdivision, combination or merger or sale of assets
transaction provided for elsewhere in Section 2 or this Section 4) provision
shall be made so that the holders of Series A Preferred Stock shall thereafter
be entitled to receive upon conversion of Series A Preferred Stock the number of
shares of stock or other securities or property of this Corporation or
otherwise, to which a holder of the number of shares of Common Stock deliverable
upon conversion of the Series A Preferred Stock held by such holder would have
been entitled on such recapitalization. In any such case, appropriate adjustment
shall be made in the application of the provisions of this Section 4 with
respect to the rights of the holders of Series A Preferred Stock after the
recapitalization to the end that the provisions of this Section 4 (including
adjustment of the Conversion Price then in effect and the number of shares
purchasable upon conversion of Series A Preferred Stock) shall be applicable
after that event as nearly equivalent as may be practicable.

     

    (g) Amendment; No
Impairment. For so
long as any shares of Series A Preferred Stock are outstanding, the terms of
this Certificate of Designation may not be amended, modified, repealed or waived
without the affirmative vote or written consent of the holders of at least
two-thirds of the then outstanding shares of Series A Preferred Stock. In
addition, except as authorized by the affirmative vote or written consent of the
holders of not less than two-thirds of the then outstanding shares of Series A
Preferred Stock, this Corporation will not, by amendment of this Certificate of
Designation or its Articles of Incorporation or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by this Corporation, but will at all times in good faith assist in the
carrying out of all the provisions of this Section 4 and in the taking of all
such action as may be necessary or appropriate in order to protect the
Conversion Rights of the holders of Series A Preferred Stock against
impairment.


    
      
        
        

      

      
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    (h) No Fractional Shares and
Certificate as to Adjustments,

     

    (i) No
fractional shares shall be issued upon the conversion of any share or shares of
Series A Preferred Stock. In lieu of any fractional share to which the holder
would otherwise be entitled, the Corporation shall round such fractional share
up to the nearest whole share of Common Stock. The number of shares of Common
Stock to be issued upon such conversion shall be determined on the basis of the
total number of shares of Series A Preferred Stock the holder is at the time
converting into Common Stock and the number of shares of Common Stock issuable
upon such aggregate conversion.

     

    (ii) Upon the
occurrence of each adjustment or readjustment of the Conversion Price of the
Series A Preferred Stock pursuant to this Section 4, this Corporation, at its
expense, shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and prepare and furnish to each holder of Series A
Preferred Stock a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.
This Corporation shall, upon the written request at any time of any holder of
Series A Preferred Stock, furnish or cause to be furnished to such holder a like
certificate setting forth (A) such adjustment and readjustment, (B) the
Conversion Price for the Series A Preferred Stock at the time in effect, and (C)
the number of shares of Common Stock and the amount, if any, of other property
that at the time would be received upon the conversion of a share of Series A
Preferred Stock.

     

    (i) Notices of Record
Date. In the
event of any taking by this Corporation of a record of the holders of any class
of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend (other than a cash dividend) or other
distribution, any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other right, this Corporation shall mail to each holder of Series A
Preferred Stock, at least twenty (20) days prior to the date specified therein,
a notice specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and character of
such dividend, distribution or right.

     

    (j) Reservation of Stock
Issuable Upon Conversion. This
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of Series A Preferred Stock, such number of its shares
of Common Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of Series A Preferred Stock; and if at any
time the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all then outstanding shares of Series A
Preferred Stock, in addition to such other remedies as shall be available to the
holder of Series A Preferred Stock, this Corporation will take such corporate
action as may, in the opinion of its counsel, be necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purposes, including, without limitation, engaging in best
efforts to obtain the requisite stockholder approval of any necessary amendment
to the Corporation’s Articles of Incorporation.


    
      
        
        

      

      
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    (k) Notices. Any
notice required by the provisions of this Section 4 to be given to the holders
of shares of Series A Preferred Stock shall be in writing and delivered
personally or sent by a nationally recognized overnight courier service
addressed to each holder of record at his address appearing on the books of this
Corporation. Any and all notices or other communications or deliveries to be
provided by the holders of Series A Preferred Stock to the Corporation
hereunder, including, without limitation, any notice of conversion pursuant to
Section 4, shall be in writing and delivered personally or sent by a nationally
recognized overnight courier service, addressed to the Corporation, at 706
Mission Street, 10th Floor,
San Francisco, CA 94103, Attn: President and/or Chief Executive Officer, or such
other address as the Corporation may specify for such purposes by notice to the
Holders delivered in accordance with this Section. Any notice or other
communication or deliveries hereunder shall be deemed given, delivered and
effective on the earliest of (i) the second business day following the date of
mailing, if sent by nationally recognized overnight courier service, or (ii)
upon actual receipt by the party to whom such notice is required to be
given.

     

    (l) Waiver of Adjustment to
Conversion Prices.
Notwithstanding anything herein to the contrary, any downward adjustment of the
Conversion Price of the Series A Preferred Stock may be waived, either
prospectively or retroactively and either generally or in a particular instance
by the vote or written consent of the holders of not less than two-thirds of the
outstanding shares of Series A Preferred Stock. Any such waiver shall be binding
upon all current and future holders of shares of Series A Preferred
Stock.

     

    5. Voting
Rights.

     

    (a) General. The
holder of each share of Series A Preferred Stock shall have the right to one
vote for each share of Common Stock into which such share of Series A Preferred
Stock could then be converted. With respect to such vote and except as otherwise
expressly provided herein or as required by applicable law, such holder shall
have full voting rights and powers equal to the voting rights and powers of the
holders of Common Stock, and shall be entitled, notwithstanding any provision
hereof, to notice of any stockholders’ meeting in accordance with the Bylaws of
this Corporation, and shall be entitled to vote, together with holders of Common
Stock as a single class, with respect to any matter upon which holders of Common
Stock have the right to vote. Fractional votes shall not, however, be permitted
and any fractional voting rights available on an as-converted basis (after
aggregating all shares into which shares of Series A Preferred Stock held by
each holder could be converted) shall be rounded to the nearest whole number
(with one-half being rounded upward).

     

    (b) So long
as at least 2,434,657 shares of Series A Preferred Stock (as adjusted for any
Recapitalizations) remain outstanding, 

     

    (i) the
holders of shares of Series A Preferred Stock shall be entitled, voting
separately as a single class, to elect four (4) directors of the Corporation
(collectively, the “Preferred Directors”) at or pursuant to each meeting or
consent of the Corporation’s stockholders for the election of directors, to
remove from office each such director, to fill any vacancy caused by the
resignation or death of each such director and to fill any vacancy (by unanimous
consent if done in writing, or by majority vote otherwise) caused by
the removal of each such director, provided, however, that if less than
2,434,657 shares of
Series A Preferred Stock (as adjusted for any Recapitalizations) issued and
outstanding as of the Purchase Date remain outstanding, then the holders of
shares of Series A Preferred Stock and Common Stock voting together as a single
class on an as-converted basis shall be entitled to elect each director which
the holders of shares of Series A Preferred Stock would otherwise be entitled to
elect pursuant to this Section 5(b)(i), to remove from office each such
director, to fill any vacancy caused by the resignation or death of each such
director and to fill any vacancy (by unanimous consent if done in writing, or by
majority vote otherwise) caused by the removal of each such director,
and


    
      
        
        

      

      
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    (ii) the
holders of shares of Common Stock and Series A Preferred Stock shall be
entitled, voting together in accordance with Section 5(a) hereof, to elect the
remaining directors of the Corporation at or pursuant to each meeting or consent
of the Corporation’s stockholders for the election of directors, to remove from
office such directors, to fill any vacancy caused by the resignation or death of
such directors and to fill any vacancy (by unanimous consent if done in writing,
or by majority vote otherwise) caused by the removal of any such
directors.

     

    6. Protective
Provisions. So long
as at least 2,434,657 shares of Series A Preferred Stock (as adjusted for any
Recapitalizations) are outstanding, this Corporation shall not (by merger,
amendment, consolidation, recapitalization or otherwise) without first obtaining
the approval (by vote or written consent, as provided by law) of the holders of
at least two-thirds of the then outstanding shares of Series A Preferred
Stock voting separately as a single class:

     

    (a) alter or
change the rights, preferences or privileges of the shares of Series A
Preferred Stock so as to affect adversely such shares of Series A Preferred
Stock;

     

    (b) increase
or decrease (other than by conversion of the Series A Preferred Stock pursuant
to Section 4 hereof) the total number of authorized shares of Preferred Stock or
Common Stock;

     

    (c) authorize
or issue, or obligate itself to issue, any equity security (other than
Series A Preferred Stock), including any other security convertible into or
exercisable for any equity security, having a preference over, or being on a
parity with, the Series A Preferred Stock with respect to dividends,
voting, conversion, liquidation or redemption;

     

    (d) pay
dividends or make other distributions on the capital stock of the
Corporation;

     

    (e) increase
or decrease the size of the Board of Directors of the Corporation to a number of
members other than eight (8);

     

    (f) redeem,
purchase or otherwise acquire (or pay into or set aside for a sinking fund for
such purpose) any share or shares of Preferred Stock or Common Stock; provided,
however, that this restriction shall not apply to (i) the repurchase of
shares of Common Stock from employees, officers, directors, consultants or other
persons performing services for this Corporation or any subsidiary pursuant to
agreements under which this Corporation has the option to repurchase such shares
at cost upon the occurrence of certain events, such as the termination of
employment or other provision of services to the Corporation or (ii) the
exercise by the Corporation of contractual rights of first refusal with respect
to such shares; or


    
      
        
        

      

      
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    (g) authorize
or approve any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K of the Securities Exchange Act of 1934, as amended, as in effect
on the date hereof.

     

    7. Status of Converted
Stock. In the
event any shares of Series A Preferred Stock shall be converted pursuant to
Section 4, the shares so converted shall be cancelled and shall not be issuable
by this Corporation. This Certificate of Designation shall be appropriately
amended to effect the corresponding reduction in this Corporation’s authorized
capital stock.


    
      
        
        

      

      
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    IN
WITNESS WHEREOF, GoFish Corporation has caused this Certificate of Designation
to be executed by its duly authorized officer this 2nd day of December,
2008.

     

    
      	
              GOFISH
      CORPORATION

            
	 	 
	
              By:  

            	
              /s/
      Tabreez Verjee

            
	
              Name:
      Tabreez Verjee

            
	
              Title:
      President