EXHIBIT
10.3

     

    GOFISH
CORPORATION

    


    INVESTORS’
RIGHTS AGREEMENT

     

    THIS
INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made
as of December 3, 2008, by and among GoFish Corporation, a Nevada corporation
(the “Company”), and the
stockholders of the Company listed on Schedule A (each a
“Stockholder”
and collectively the “Stockholders”).

     

    RECITALS

     

    A.           The
Stockholders listed on Schedule A hereto
(the “Investors”) and the
Company are parties to that certain Securities Purchase Agreement, dated as of
December 3, 2008 (the “Purchase Agreement”),
relating to the issue and sale of (i) shares of Series A Preferred Stock, par
value $0.001 per share, of the Company (the “Series A Preferred
Stock”), which shares are convertible into shares (the “Common Shares”) of
Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), and
(ii) warrants (the “Warrants”) to
purchase shares of Common Stock (the “Warrant
Shares”).  The number and type of securities of the Company
held by each Investor is set forth on Schedule A
hereto.

     

    B.           The
obligations of the Company and the Investors under the Purchase Agreement are
conditioned upon, among other things, the execution and delivery of this
Agreement by the Stockholders and the Company.

     

    NOW,
THEREFORE, in consideration of the mutual premises and covenants set forth
herein, the parties hereto agree as follows:

    
      


        1.           Registration
Rights

      

    

     

    1.1           Definitions

     

    For
purposes of this Section 1, the following terms shall have the following
meanings:

     

    “Business Day” means
any day except Saturday, Sunday, any day which is a federal legal holiday in the
United States or any day on which banking institutions in the State of
California or the State of New York are authorized or required by law or other
governmental action to close.

     

    “Commission” means the
United States Securities and Exchange Commission.

     

    “Effectiveness Date”
means, with respect to the Initial Registration Statement required to be filed
hereunder, the one hundred eightieth (180th)
calendar day following the date hereof; provided, however, that in the
event the Company is notified by the Commission that the Initial Registration
Statement will not be reviewed or is no longer subject to further review and
comments, the Effectiveness Date as to the Initial Registration Statement shall
be the fifth (5th)
Business Day following the date on which the Company is so notified if such date
precedes the date otherwise required above.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    “Holder” or “Holders” means any
person or entity owning of record or having the right to acquire Registrable
Securities or any assignee of record thereof in accordance with Section 1.9
hereof.

     

    “Initial Registration
Statement” means the initial Registration Statement required to be filed
pursuant to Section 1.2.

     

    “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated by the Commission pursuant to the Securities Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration
Statement, and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.

     

    “Registrable
Securities” means (a) all of the Common Shares, (b) all Warrant Shares,
(c) any additional shares of Common Stock issuable in connection with any
anti-dilution provisions with respect to the Common Shares or the Warrant Shares
and (d) any securities issued or issuable upon any stock split, dividend or
other distribution, recapitalization or similar event with respect to the
foregoing; provided, however, that the
Company shall not be required to maintain the effectiveness, or file another
Registration Statement hereunder, with respect to any Registrable Securities
that are not subject to the current public information requirement under Rule
144 and that are eligible for resale without volume or manner-of-sale
restrictions without current public information pursuant to Rule 144 promulgated
by the Commission pursuant to a written opinion letter to such effect,
addressed, delivered and acceptable to the transfer agent of the
Company.

     

    “Registration
Statement” means any registration statement filed pursuant to Section 1,
including (in each case) the Prospectus, amendments and supplements to any such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in any such registration
statement.

     

    “Rule 415” means Rule
415 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended or interpreted from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
purpose and effect as such Rule.

     

    “Rule 424” means Rule
424 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended or interpreted from time to time, or any similar rule or
regulation hereafter adopted by the Commission having substantially the same
purpose and effect as such Rule.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    “SEC Guidance” means
(i) any publicly-available written or oral guidance, comments, requirements or
requests of the Commission staff and (ii) the Securities Act, in each case, as
reasonably interpreted in good faith upon the mutual agreement of the Company
and the Holders or the Legal Counsel.

     

    “Securities Act” means
the Securities Act of 1933, as amended.

     

    “Trading Market” means
the following markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: 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.

     

    1.2           Initial
Shelf Registration

     

    As soon
as practicable after the date hereof, the Company shall prepare and file with
the Commission a Registration Statement covering the resale of all or such
maximum portion of the Registrable Securities as permitted by SEC Guidance for
an offering to be made on a continuous basis pursuant to Rule
415.  Such Registration Statement filed hereunder shall be on Form S-3
or, if such form is not available to the Company, Form S-1.  Subject
to the terms of this Agreement, the Company shall use its reasonable best
efforts to cause such Registration Statement to be declared effective under the
Securities Act as promptly as possible after the filing thereof, but in any
event prior to the Effectiveness Date, and shall use its reasonable best efforts
to keep such Registration Statement continuously effective under the Securities
Act until all Registrable Securities covered by such Registration Statement have
been sold, or may be sold without volume or manner-of-sale restrictions pursuant
to Rule 144, without the requirement for the Company to be in compliance with
the current public information requirement under Rule 144, as determined by the
counsel to the Company pursuant to a written opinion letter to such effect,
addressed and acceptable to the transfer agent of the Company and reasonably
acceptable to the affected Holders (the “Effectiveness
Period”).

     

    1.3           Demand
Registration

     

    (a)           Subject
to the right of the Company to suspend the availability of a Registration
Statement or Prospectus pursuant to Section 1.5(k), if at any time during the
Effectiveness Period the Registration Statement required to be filed under
Section 1.2 shall not be effective under the Securities Act by the Effectiveness
Date covering the resale of all of the Registrable Securities (for any reason
and notwithstanding SEC Guidance), then the Holders of at least thirty percent
(30%) of the Registrable Securities then outstanding may request that the
Company file a Registration Statement covering the resale of all of such
Registrable Securities then outstanding as permitted by SEC Guidance for an
offering to be made on a continuous basis pursuant to Rule 415.  Such
Registration Statement filed hereunder shall be on Form S-1 or Form S-3 (if
available to the Company) or other appropriate form.  The Holders
initiating such registration shall advise the Company as part of their request
pursuant to this Section 1.3 if the distribution of such Registrable Securities
shall be by means of an underwriting.  Subject to the terms of this
Agreement, the Company shall use its reasonable best efforts to cause such
Registration Statement to be declared effective under the Securities Act as
promptly as possible after the filing thereof, and shall use its reasonable best
efforts to keep such Registration Statement continuously effective through the
Effectiveness Period.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (b)           The
Company shall not be required to effect a registration pursuant to this Section
1.3:

     

    (i)           after
the Company has effected three (3) registrations pursuant to this
Section 1.3, and such registrations have been declared or ordered effective
(the “Maximum Demand
Registrations”); provided, however, that if due to SEC Guidance or any
other reason, all Registrable Securities are not registered in three (3)
registrations then the Maximum Demand Registrations shall be increased to equal
such number of additional registrations as necessary to provide for resale of
all Registrable Securities on a continuous basis pursuant to Rule
415;

     

    (ii)           if
the Company has effected a registration pursuant to this Section 1.3 within
the preceding six (6) months, and such registration has been declared or ordered
effective;

     

    (iii)           during
the period starting with the date sixty (60) days prior to the Company’s good
faith estimate of the date of the filing of, and ending on a date one hundred
eighty (180) days following the effective date of, a Company-initiated
registration subject to Section 1.4, provided that the Company is actively
employing in good faith commercially reasonable efforts to cause such
registration statement to become effective (other than a registration relating
to the issuance or sale of securities to employees of the Company pursuant to a
stock option, stock purchase or similar plan or to an acquisition or other
transaction to which Rule 145 under the Securities Act is
applicable);

     

    (iv)           if
the Company shall furnish to Holders requesting a registration pursuant to this
Section 1.3, a certificate signed by the Company’s Chief Executive Officer
or Chairman of the Board of Directors of the Company (the “Board”) stating that
in the good faith judgment of the Board, it would be materially detrimental to
the Company and its stockholders for such registration to be effected at such
time because the sale of Registrable Securities covered by such registration or
the disclosure of information therein or in any related prospectus or prospectus
supplement would materially interfere with a transaction or development
involving the Company for sales of Registrable Securities thereunder to then be
permitted, and setting forth in general terms the reasons for such
determination, in which event the Company shall have the right to defer such
filing for a period of not more than ninety (90) days after receipt of the
request of the Holders, provided that such right to delay a request shall be
exercised by the Company not more than once in any twelve (12)-month period and
provided further that the Company shall not register any other capital stock
during such ninety (90) day period (other than a registration relating to the
issuance or sale of securities to employees of the Company pursuant to a stock
option, stock purchase or similar plan or to an acquisition or other transaction
to which Rule 145 under the Securities Act is applicable); or

     

    (v)           in
any particular jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such registration, unless the
Company is already subject to service in such jurisdiction and except as may be
required under the Securities Act.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    1.4           Piggyback
Registration

     

    If, at any time during the
Effectiveness Period, there is not an effective Registration Statement covering
all of the Registrable Securities and the Company shall determine to prepare and
file with the Commission a registration statement relating to an offering for
its own account or the account of others under the Securities Act of any of its
equity securities, other than on Form S-4 or Form S-8 (each as promulgated under
the Securities Act) or their then equivalents relating to equity securities to
be issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with the Company’s stock incentive or
other employee benefit plans, then the Company shall deliver to each Holder a
written notice of such determination and, if within fifteen (15) days after the
date of the delivery of such notice, any such Holder shall so request in
writing, the Company shall use its reasonable best efforts to include in such
registration statement all or any part of such Registrable Securities such
Holder requests to be registered; provided, however, that the
Company shall not be required to register any Registrable Securities pursuant to
this Section 1.4 that are eligible for resale pursuant to Rule 144 promulgated
by the Commission pursuant to the Securities Act or that are the subject of a
then effective Registration Statement.  The Company shall have the
right to terminate or withdraw any registration initiated by it under this
Section 1.4 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration.

     

    1.5           Registration
Procedures

     

    In connection with the Company’s
registration obligations under Section 1.2, 1.3 and 1.4, the following
provisions shall apply:

     

    (a)           Subject
to Section 1.6 below, the Holders shall have the right to select one legal
counsel to review and oversee any registration pursuant to this Section 1
(“Legal
Counsel”), which shall be Gunderson Dettmer Stough Villeneuve Franklin
& Hachigian, LLP or such other counsel as thereafter designated by the
Holders of at least two-thirds of the Registrable Securities.  The
Company shall reasonably cooperate with the Legal Counsel in the Company's
performance of its obligations under this Agreement.

     

    (b)           Not
less than five Business Days prior to the filing of each Registration Statement
or any related Prospectus or any amendment or supplement thereto (including any
document that would be incorporated therein by reference), the Company shall,
(i) furnish to each Holder and Legal Counsel copies of all such documents
proposed to be filed, which documents (other than those
incorporated)  will be subject to the review of such Holders and Legal
Counsel, and (ii) cause its officers and directors, counsel and independent
certified public accountants to respond to such inquiries as shall be necessary,
in the reasonable belief of Legal Counsel to conduct a reasonable investigation
within the meaning of the Securities Act. The Company shall not file a
Registration Statement or any such Prospectus or any amendments or supplements
thereto to which the Holders of at least two-thirds of the Registrable
Securities shall reasonably object in good faith, provided that, the Company is
notified of such objection in writing no later than five (5) Business Days after
the Holders have been so furnished copies of such documents. Each Holder agrees
to furnish to the Company a completed selling stockholder questionnaire in
reasonable form prepared by the Company’s counsel on a date that is not less
than two (2) Business Days prior to the filing date of the Registration
Statement.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    (c)           The
Company shall telephonically request effectiveness of a Registration Statement
as of 4:00 PM Eastern Time on a Business Day.  The Company shall
promptly notify the Holders via facsimile or by e-mail of the effectiveness of a
Registration Statement covering any Registrable Securities after the Company
telephonically confirms effectiveness with the Commission. The Company shall, by
9:00 AM Eastern Time on, or before, the Business Day after the effective
date of such Registration Statement, file a final Prospectus with the Commission
as required by Rule 424.  Subject to the Company’s obligations under
Section 1.2(a) to prepare and file with the Commission a Registration Statement
covering the resale of all of the Registrable Securities, but notwithstanding
any other provision of this Agreement, if any SEC Guidance sets forth a
limitation on the number of Registrable Securities permitted to be registered on
a particular Registration Statement, unless otherwise directed in writing by a
Holder as to its Registrable Securities, the number of Registrable Securities to
be registered on such Registration Statement will be reduced by Registrable
Securities represented by Warrant Shares (applied, in the case that some Warrant
Shares may be registered, to the Holders on a pro rata basis based on the total
number of unregistered Warrant Shares held by such Holders) before reducing the
number of Registrable Securities represented by Common Shares.  In the
event of a cutback hereunder, the Company shall give the Holder at least five
Business Days prior written notice along with the calculations as to such
Holder’s allotment.

     

    (d)           (i)
The Company shall prepare and file with the Commission such amendments,
including post-effective amendments, to a Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep a
Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the Commission
such additional Registration Statements in order to register for resale under
the Securities Act all of the Registrable Securities, (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement
(subject to the terms of this Agreement), and, as so supplemented or amended, to
be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible
to any comments received from the Commission with respect to a Registration
Statement or any amendment thereto and provide as promptly as reasonably
possible to the Holders true and complete copies of all correspondence from and
to the Commission relating to a Registration Statement (provided that, the
Company may excise any information contained therein which would constitute
material non-public information as to any Holder which has not executed a
confidentiality agreement with the Company) and (iv) comply in all material
respects with the provisions of the Securities Act and the Exchange Act with
respect to the disposition of all Registrable Securities covered by a
Registration Statement during the applicable period in accordance (subject to
the terms of this Agreement) with the intended methods of disposition by the
Holders thereof set forth in such Registration Statement as so amended or in
such Prospectus as so supplemented.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (e)           The
Company shall notify the Holders of Registrable Securities to be sold (which
notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by
an instruction to suspend the use of the Prospectus until the requisite changes
have been made) as promptly as reasonably possible (i) with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective, (ii) of any request by the Commission or any other federal or state
governmental authority for amendments or supplements to a Registration Statement
or Prospectus or for additional information, (iii) of the issuance by the
Commission or any other federal or state governmental authority of any stop
order suspending the effectiveness of a Registration Statement covering any or
all of the Registrable Securities or the initiation of any action, claim, suit,
investigation or proceeding (any of the foregoing, a “Proceeding”) for such
purpose (which notice thereof to the Holders of Registrable Securities shall be
provided promptly, but not later than two Business Days of the date of the
Company’s actual knowledge of such Proceeding); (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose, (v) of the occurrence of any event or passage of time that makes the
financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in a Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to a
Registration Statement, Prospectus or other documents so that, in the case of a
Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading and
(vi) of the occurrence or existence of any pending corporate development with
respect to the Company that the Company believes may be material and that, in
the determination of the Company, makes it not in the best interest of the
Company to allow continued availability of a Registration Statement or
Prospectus, provided that, any and all of such information shall remain
confidential to each Holder (other than disclosure to a Holder’s managers,
employees, agents, affiliates, accountants, attorneys and advisors, provided
such other party agrees to maintain the confidentiality of such information)
until such information otherwise becomes public, unless disclosure by a Holder
is required by law; provided, further,
notwithstanding each Holder’s agreement to keep such information confidential
that, the Holders make no acknowledgement that any such information provided
pursuant to this Section 1.5(e) is material, non-public
information.  The Company shall be entitled to exercise its right
under this Section 1.5(e) to suspend the availability of a Registration
Statement and Prospectus for a period not to exceed an aggregate sixty (60) days
in any 12 month period; provided, however, that, without the consent of the
Holders of at least two-thirds of the Registrable Securities no such
postponement or suspension shall be permitted for more than a consecutive thirty
(30) days.

     

     (f)           The
Company shall use its reasonable best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of (i) any order stopping or suspending the
effectiveness of a Registration Statement, or (ii) any suspension of the
qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, at the earliest practicable
moment.

     

    (g)           The
Company shall furnish to each Holder, without charge, at least one conformed
copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be
incorporated therein by reference to the extent requested by such Holder, and
all exhibits to the extent requested by such Holder (including those previously
furnished or incorporated by reference) promptly after the filing of such
documents with the Commission; provided, that any such item which is available
on the Commission’s EDGAR (or successor) electronic system need not be furnished
in physical form.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (h)           If
FINRA Rule 2710 requires any broker-dealer to make a filing prior to executing a
sale by a Holder, the Company shall (i) make an Issuer Filing with the FINRA
Corporate Financing Department pursuant to proposed FINRA Rule
2710(b)(10)(A)(i), (ii) respond within five Trading Days to any comments
received from FINRA in connection therewith and (iii) and pay the filing fee
required in connection therewith.

     

    (i)           Prior
to any resale of Registrable Securities by a Holder, the Company shall use its
reasonable best efforts to register or qualify or cooperate with the selling
Holders in connection with the registration or qualification (or exemption from
the Registration or qualification) of such Registrable Securities for the resale
by the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period and to do any and all other acts or things reasonably
necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by each Registration Statement; provided, that, the Company
shall not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified, subject the Company to any material tax in
any such jurisdiction where it is not then so subject or file a general consent
to service of process in any such jurisdiction.

     

    (j)           If
requested by a Holder, the Company shall cooperate with such Holders to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a
Registration Statement.

     

    (k)           Upon
the occurrence of any event contemplated by Section 1.5(e), the Company shall,
as promptly as reasonably possible under the circumstances taking into account
the Company’s good faith assessment of any adverse consequences to the Company
and its stockholders of the premature disclosure of such event, prepare a
supplement or amendment, including a post-effective amendment, to a Registration
Statement or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, neither a Registration Statement nor
such Prospectus will contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. If the Company notifies the Holders in accordance with
clauses (iii) through (vi) of Section 1.5(e) above to suspend the use of any
Prospectus until the requisite changes to such Prospectus have been made, then
the Holders shall suspend use of such Prospectus. The Company will use its
reasonable best efforts to ensure that the use of the Prospectus may be resumed
as promptly as is practicable.

     

    (l)           The
Company may require each selling Holder to furnish to the Company a certified
statement as to the number of shares of Common Stock beneficially owned by such
Holder and, if required by the Commission, the natural persons thereof that have
voting and dispositive control over the shares.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    (m)           In
the event of any underwritten public offering under Section 1.3 or 1.4, each
Holder participating in such underwriting shall also enter into and perform its
obligations under the underwriting agreement, in usual and customary form, with
the managing underwriter of such offering.  In connection with any
offering involving an underwriting of shares of the Company’s capital stock, the
Company shall not be required to include any of the Holders’ securities in such
underwriting unless they accept the terms of the underwriting as agreed upon
between the Company and the underwriters selected by the Company and enter into
an underwriting agreement in customary form with an underwriter or underwriters
selected by the Company.  If the total amount of securities, including
Registrable Securities, requested by stockholders to be included in such
offering exceeds the amount of securities sold other than by the Company that
the managing underwriters determine in their sole discretion is compatible with
the success of the offering, then the Company shall be required to include in
the offering only that number of such securities, including Registrable
Securities, that the managing underwriters determine in their sole discretion
will not jeopardize the success of the offering (the securities so included to
be apportioned pro rata among the selling stockholders according to the total
amount of securities entitled to be included therein owned by each selling
stockholder or in such other proportions as shall mutually be agreed to by such
selling stockholders, except that no Registrable Securities shall be excluded
until all other securities of other selling stockholders shall have been
excluded, but in no event shall the amount of securities of the selling Holders
included in the offering be reduced below thirty percent (30%) of the total
amount of securities included in such offering).

     

    (n)           Cause
all Registrable Securities relating to the Registration Statement to be listed
on the Trading Market on which similar securities issues by the Company are then
listed.

     

    1.6.           Registration
Expenses

     

    All expenses (other than underwriting
discounts and commissions incurred in connection with registrations, which shall
be borne by the Holders of the securities so registered pro rata on the basis of
the number of shares so registered), filings or qualifications pursuant to
Sections 1.2, 1.3 or 1.4,  including, without limitation, all
registration, filing and qualification fees (including “blue sky” fees), fees
for establishing a transfer agency and registrars fees, printers’ and accounting
fees, fees and disbursements of counsel for the Company, reasonable fees and
disbursements of a single special counsel for the selling Holders hereunder
(such fees and disbursements not to exceed $50,000), which special counsel shall
be selected by Holders owning at least two-thirds of the Registrable Securities
then being registered, and any other reasonable expenses incurred by the Company
or any Holder pursuant to any provision of this Agreement shall be borne by the
Company.  Notwithstanding the foregoing, the Company shall not be
required to pay for any expenses of any registration proceeding begun pursuant
to Section 1.3 if the registration request is subsequently withdrawn at the
request of the Holders of a majority of the Registrable Securities to be
registered (in which case all participating Holders shall bear such expenses pro
rata based upon the number of Registrable Securities that were to be registered
in the withdrawn registration) unless (a) the withdrawal is based on upon
material adverse information concerning the Company of which the Holders
initiating the request were not aware at the time of such request or (b) a
majority of the Holders initiating the request agree to forfeit their right to
one requested registration pursuant to Section 1.3, in which event such right
shall be forfeited by all Holders.  Except as provided above, all
other expenses incurred by any Holder in connection with a registration
requested pursuant to Sections 1.2, 1.3 and 1.4, including fees and
disbursements of counsel for the selling Holder or Holders, shall be borne by
such Holder or Holders incurring such expenses.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    1.7           Prospectus
Delivery Requirements; Discontinued Disposition

     

    (a)           Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to a Registration Statement.

     

    (b)           By
its acquisition of Registrable Securities, each Holder agrees that, upon receipt
of a notice from the Company of the occurrence of any event of the kind
described in Section 1.5(e)(iii) through (vi), such Holder will forthwith
discontinue disposition of such Registrable Securities under a Registration
Statement until it is advised in writing (the “Advice”) by the
Company that the use of the applicable Prospectus (as it may have been
supplemented or amended) may be resumed. The Company will use its reasonable
best efforts to ensure that the use of the Prospectus may be resumed as promptly
as is practicable.

     

    1.8           Indemnification

     

    (a)           The
Company shall, notwithstanding any termination of this Agreement, indemnify and
hold harmless each Holder, the partners (general and limited), members,
officers, directors, stockholders, managers, agents, brokers, advisors and
employees of each Holder, any underwriter (as defined in the Securities Act) for
such Holder and each person, if any, who controls such Holder or underwriter,
within the meaning of the Securities Act or Exchange Act and the partners
(general and limited), members, officers, directors, stockholders, managers,
agents, brokers and employees of each such controlling person or entity, to the
fullest extent permitted by applicable law, from and against any and all losses,
claims, damages, liabilities, costs (including, without limitation, reasonable
attorneys’ fees) and expenses (collectively, “Losses”), as
incurred, arising out of or relating to (1) any untrue or alleged untrue
statement of a material fact contained in a Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto
or in any preliminary prospectus, or arising out of or relating to any omission
or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form
of prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading or (2) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act or any state securities law, or
any rule or regulation thereunder, in connection with the performance of its
obligations under this Agreement, except to the extent, but only to the extent,
that (i) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to
such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in a Registration Statement, such Prospectus or such form of
prospectus or in any amendment or supplement thereto or (ii) in the case of an
occurrence of an event of the type specified in Section 1.5(e), the use by such
Holder of an outdated or defective Prospectus after the Company has notified
such Holder in writing that the Prospectus is outdated or defective and prior to
the receipt by such Holder of the Advice contemplated in Section 1.7(b). The
Company shall notify the Holders promptly of the institution, threat or
assertion of any Proceeding arising from or in connection with the transactions
contemplated by this Agreement of which the Company is aware.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    (b)           Each
Holder shall, severally and not jointly, indemnify and hold harmless the
Company, each of its directors, each of its officers, each person, if any, who
controls the Company within the meaning of the Securities Act, any underwriter,
any other stockholder selling securities in such Registration Statement or any
controlling person of any such underwriter or other stockholder, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred, to
the extent arising solely out of or based solely upon: (x) such Holder’s failure
to comply with the prospectus delivery requirements of the Securities Act or (y)
any untrue statement of a material fact contained in any Registration Statement,
any Prospectus or form of prospectus, or in any amendment or supplement thereto
or in any preliminary prospectus, or arising solely out of or based solely upon
any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading (i) to the
extent, but only to the extent, that such untrue statement or omission is
contained in any information so furnished in writing by such Holder to the
Company specifically for inclusion in such Registration Statement or such
Prospectus or (ii) to the extent that such information relates to such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and
expressly approved in writing by such Holder expressly for use in a Registration
Statement, such Prospectus or form of prospectus or in any amendment or
supplement thereto or (iii) in the case of an occurrence of an event of the type
specified in Section 1.5(e), to the extent that the such Holder uses an outdated
or defective Prospectus after the Company has notified such Holder in writing
that the Prospectus is outdated or defective and prior to the receipt by such
Holder of the Advice contemplated in Section 1.7(b). In no event shall the
liability of any selling Holder hereunder be greater in amount than the dollar
amount of the net proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification
obligation.

     

    (c)           If
any Proceeding shall be brought or asserted against any person or entity
entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the person or entity from whom
indemnity is sought (the “Indemnifying Party”)
in writing, and the Indemnifying Party shall have the right to assume the
defense thereof, including the employment of counsel mutually satisfactory to
the parties and the payment of all fees and expenses incurred in connection with
defense thereof; provided, that, the failure of any Indemnified Party to give
such notice shall not relieve the Indemnifying Party of its obligations or
liabilities pursuant to this Agreement, except (and only) to the extent that it
shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) that such failure
shall have prejudiced the Indemnifying Party.  An Indemnified Party
shall have the right to employ separate counsel in any such Proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Party or Parties unless: (1) the
Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the
Indemnifying Party shall have failed promptly to assume the defense of such
Proceeding and to employ counsel reasonably satisfactory to such Indemnified
Party in any such Proceeding, or (3) the named parties to any such Proceeding
(including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party, and counsel to the Indemnified Party shall reasonably
believe that a material conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party (in
which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ separate counsel at the expense of the Indemnifying
Party, the Indemnifying Party shall not have the right to assume the defense
thereof and the reasonable fees and expenses of no more than one separate
counsel shall be at the expense of the Indemnifying Party). The Indemnifying
Party shall not be liable for any settlement of any such Proceeding effected
without its written consent, which consent shall not be unreasonably withheld or
delayed. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, effect any settlement of any pending Proceeding in respect of
which any Indemnified Party is a party, unless such settlement includes an
unconditional release of such Indemnified Party from all liability on claims
that are the subject matter of such Proceeding.  Subject to the terms
of this Agreement, all reasonable fees and expenses of the Indemnified Party
(including reasonable fees and expenses to the extent incurred in connection
with investigating or preparing to defend such Proceeding in a manner not
inconsistent with this Section) shall be paid to the Indemnified Party, as
incurred, within ten (10) Business Days of written notice thereof to the
Indemnifying Party; provided, that, the Indemnified Party shall promptly
reimburse the Indemnifying Party for that portion of such fees and expenses
applicable to such actions for which such Indemnified Party is judicially
determined not to be entitled to indemnification hereunder, determined based
upon the relative faults of the parties.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (d)           If
the indemnification under Section 1.8(a) or 1.8(b) is unavailable to an
Indemnified Party or insufficient to hold an Indemnified Party harmless for any
Losses, then each Indemnifying Party shall contribute to the amount paid or
payable by such Indemnified Party, in such proportion as is appropriate to
reflect the relative fault of the Indemnifying Party and Indemnified Party in
connection with the actions, statements or omissions that resulted in such
Losses as well as any other relevant equitable considerations. The relative
fault of such Indemnifying Party and Indemnified Party shall be determined by
reference to, among other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission or alleged
omission of a material fact, has been taken or made by, or relates to
information supplied by, such Indemnifying Party or Indemnified Party, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in this Agreement, any reasonable attorneys’ or
other fees or expenses incurred by such party in connection with any Proceeding
to the extent such party would have been indemnified for such fees or expenses
if the indemnification provided for in this Section was available to such party
in accordance with its terms. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 1.8(d) were determined by
pro rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 1.8(d), no Holder
shall be required to contribute, in the aggregate, any amount that exceeds the
net proceeds actually received by such Holder from the sale of the Registrable
Securities subject to the Proceeding.  The indemnity and contribution
agreements contained in this Section are in addition to any liability that the
Indemnifying Parties may have to the Indemnified Parties.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    1.8           Limitations on Subsequent
Registration Rights 

     

    From and after the date of this
Agreement until all Registrable Securities have been sold under a Registration
Statement or all Registrable Securities may be sold without volume or
manner-of-sale restrictions pursuant to Rule 144 (without the requirement for
the Company to be in compliance with the current public information requirement
under Rule 144), the Company shall not, without either (i) the prior written
consent of the Holders of at least two-thirds of the Registrable Securities then
outstanding or (ii) the unanimous approval of the entire Board, enter into any
agreement with any holder or prospective holder of any securities of the Company
that would allow such holder or prospective holder to include any securities of
the Company in any registration statement filed by the Company or require the
Company to file a registration statement covering any such
securities.

     

    1.9           Assignability

     

    (a)           The
rights to cause the Company to register Registrable Securities pursuant to this
Section 1 may be assigned (but only with all related obligations) by a
Holder to a transferee, or assignee of such securities that is a subsidiary,
parent, member, retired member, partner or limited partner of a Holder or an
affiliated investment fund of a Holder, provided: (a) the Company is,
within a reasonable time after such transfer, furnished with written notice of
the name and address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned; and (b) such
transferee or assignee agrees in writing a copy of which writing is provided to
the Company at the time of transfer to be bound by and subject to the terms and
conditions of this Agreement.

     

    (b)           If
any of the Registrable Securities are transferred or assigned by a Holder in
accordance with the terms of the Purchase Agreement, the Warrants and this
Agreement, then, upon request by the transferring Holder, the Company shall use
its reasonable best efforts (at the earliest opportunity practicable) to enable
such transferee or assignee to resale such transferred or assigned Registrable
Securities using the Registration Statement filed and made effective pursuant to
this Agreement and the related Prospectus by filing a post-effective amendment
or prospectus supplement, naming such transferee or assignee as a selling under
such Registration Statement and Prospectus.

     

    1.10           Reporting
Status and Public Information

     

    During
the Registration Period, the Company agrees to use reasonable best efforts to
(a) timely file all documents with the Commission, (b) make and keep public
information available, as those terms are understood and defined in Rule 144
under the Securities Act, at all times, (c) file with the Commission in a timely
manner all reports and other documents required of the Company under the
Exchange Act and (d) so long as a Holder owns any Registrable Securities,
furnish to such Holder, upon any reasonable request, a written statement by the
Company as to its compliance with Rule 144 under the Securities Act, and of the
Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents of the Company as such Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing a Holder to sell any such securities without
registration.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    2.           Board
of Directors

     

    2.1           Definitions

     

    For purposes of this Section 2, the
following terms have the following meanings:

     

    “Subject Securities”
shall mean (i) all voting securities of the Company (including all shares
of capital stock of the Company owned beneficially or of record by a Stockholder
as of the date of this Agreement) and (ii) all additional voting securities
of the Company which a Stockholder acquires or becomes the owner of beneficially
or of record during the period from the date of this Agreement through the
Termination Date.

     

    “Termination Date”
shall mean the date on which 81,176,480 or more of the shares of Common Stock
issued or issuable upon conversion of the Series A Preferred Stock (as adjusted
for stock splits, stock dividends, combinations, recapitalizations or the like)
purchased by Panorama Capital, Rembrandt, Rustic and ITD (as each such term is
defined herein) pursuant to the terms of the Purchase Agreement have been sold
by such purchasers.

     

    2.2           Representations
of Stockholders

     

    As of the Closing (as defined in the
Purchase Agreement), each of the Stockholders represents and warrants that
(a) such Stockholder lawfully owns beneficially (as such term is defined in
Rule 13d-3 under the Exchange Act) and of record that number of shares of
Common Stock and Series A Preferred Stock of the Company set forth opposite such
Stockholder’s name on Schedule A
(collectively, the “Shares”),
respectively, free and clear of any mortgage, pledge, security interest,
encumbrance, charge or other lien (whether arising by contract or operation of
law); (b) except for this Agreement, there are no options, warrants or
other rights, agreements, arrangements or commitments of any character to which
such Stockholder is a party relating to the pledge, disposition or voting of any
shares of capital stock of the Company and there are no voting trusts, proxies
or voting agreements with respect to such Shares; (c) such Stockholder does
not beneficially own (as such term is defined in Rule 13d-3 under the
Exchange Act) any additional shares of capital stock of the Company other than
the Shares and, except as disclosed on Schedule A, does not
have any options, warrants or other rights to acquire any additional shares of
capital stock of the Company or any security exercisable for or convertible into
shares of capital stock of the Company; and (d) such Stockholder has full
power and authority to perform such Stockholder’s obligations under this Section
2.  Each of the Stockholders further represents and warrants that the
execution and delivery of this Agreement do not, and the performance of this
Section 2 by such Stockholder will not (i) conflict with or violate any
law, rule, regulation, order, decree or judgment applicable to such Stockholder
or by which it or any of its assets is or may be bound or affected;
(ii) result in or constitute (with or without notice or lapse of time or
both) any breach of or default under, or give to any other individual or entity
(with or without notice or lapse of time or both) any right of termination,
amendment, acceleration or cancellation of, or result (with or without notice or
lapse of time or both) in the creation of any encumbrance or restriction on any
of the Subject Securities pursuant to any contract to which such Stockholder is
a party or by which such Stockholder or any of such Stockholder’s affiliates or
assets is or may be bound or affected; or (iii) require any consent or
approval of any other person or entity.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    2.3           Agreement
to Vote Shares

     

    From the date after the Subsequent
Closing at which Panorama Capital, Rembrandt and Rustic have purchased from the
Company the amounts set forth in the aggregate opposite their names on Schedule A-1 and
Schedule A-2
(including any amounts purchased at the Closing or any prior Subsequent Closing,
as such terms are defined in the Purchase Agreement) of the Purchase Agreement
until the Termination Date, each Stockholder hereby agrees to vote all Subject
Securities (to the extent then entitled to vote) then owned by such Stockholder
at every meeting of the stockholders of the Company and at any adjournment or
postponement thereof, and on every matter submitted for action or approval by
written consent of the stockholders of the Company, in accordance with the
provisions of this Section 2.

     

    2.4           Board
Size; Quorum

     

    Each Stockholder shall vote all Subject
Securities then owned by such Stockholder at every meeting of Stockholders, and
give written consent, with respect to such Shares to ensure that the size of the
Board shall be set and remain at eight (8) directors.  In addition,
the Company and the parties hereby agree that the Board shall not take any
action at a regular or special meeting of directors without a quorum of
directors that includes at least a majority of the Investor
Directors.

     

    2.5           Election
of Directors

     

    On all
matters relating to the election of one or more directors of the Company, each
Stockholder agrees to take all actions necessary, including, without limitation,
the voting of its Subject Securities then owned by such Stockholder (or as to
which they then have voting power), the execution of written consents, the
calling of special meetings, the removal of directors, the filling of vacancies
on the Board, the amendment of the Bylaws of the Company, and the waiving of
notice and attending of meetings, as may be necessary to elect the following
individuals to the Board:

     

    (a)           Four
(4) representatives designated by holders of a majority of the outstanding
shares of the Common Stock issuable or issued upon conversion of the Series A
Preferred Stock (the “Investor Directors”),
(i) one of whom shall be designated by Panorama Capital, L.P. (“Panorama Capital”)
for so long as Panorama Capital shall own not less than 16,666,667 of the Common
Stock issued or issuable upon conversion of Series A Preferred Stock (as
adjusted for stock splits, stock dividends, combinations, recapitalizations or
the like) purchased by Panorama Capital pursuant to the Purchase Agreement and
which designee shall initially be Michael Jung, (ii) one of whom shall be
designated by Rustic Canyon Partners (“Rustic”) for so long
as Rustic shall own not less than 12,500,000 of the Common Stock issued or
issuable upon conversion of Series A Preferred Stock (as adjusted for stock
splits, stock dividends, combinations, recapitalizations or the like) purchased
by Rustic pursuant to the Purchase Agreement and which designee shall initially
be Mark Menell, (iii) one of whom shall be designated by Rembrandt Venture
Partners (“Rembrandt”) for so
long as Rembrandt shall own not less than
8,333,333 of the Common Stock issued or issuable upon conversion of Series A
Preferred Stock as adjusted for stock splits, stock dividends, combinations,
recapitalizations or the like) purchased by Rembrandt pursuant to the Purchase
Agreement and which designee shall initially be Richard Ling and (iv) one of
whom shall be designated by Internet Television Distribution, Inc. and its
affiliates (“ITD”) for so long as
ITD shall own not less than 3,088,240 of the Common Stock issued or issuable
upon conversion of Series A Preferred Stock (as adjusted for stock splits, stock
dividends, combinations, recapitalizations or the like) purchased by ITD
pursuant to the Purchase Agreement and which designee shall initially be Riaz
Valani.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (b)           Two
(2) representatives of Company management (the “Common Directors”),
one of whom shall be the Company’s then current Chief Executive Officer of the
Company and the other of whom shall be the Company’s then current
President.  The initial directors designated pursuant to this Section
2.5(b) shall be Matt Freeman and Tabreez Verjee.

     

    (c)           Two
(2) individuals who are not then officers or employees of the Company and who
are not affiliated with holders of shares of Series A Preferred Stock or Company
management, and who are designated with the mutual agreement (in good faith) of
both (i) the Common Directors and (ii) a majority of the Investor
Directors.   The initial directors designated pursuant to this
Section 2.5(c) shall be James Moloshok and John
Durham.   Notwithstanding the foregoing requirement that the
individuals designated pursuant to this Section 2.5 (b) not be officers or
employees of the Company or affiliated with holders of shares of Series A
Preferred Stock or Company management, it is hereby agreed and understood among
the parties hereto that such requirement shall not apply to James Moloshok, and
that James Moloshok may not be removed from the Board solely as a result of
being an officer or employee of the Company or affiliated with holders of shares
of Series A Preferred Stock or Company management.

     

    2.6           Committees

     

    Each Stockholder agrees to take all
actions necessary within its control, including the voting of its Subject
Securities then owned by such Stockholder (or as to which they then have voting
power), the execution of written consents, the calling of special meetings, and
the waiving of notice and attending of meetings, and the Company agrees to take
all actions necessary within its control, so that for so long as Panorama
Capital owns at least 16,666,667 shares of Common Stock issued or issuable upon
conversion of Series A Preferred Stock (as adjusted for stock splits, stock
dividends, combinations, recapitalizations or the like): (i) the Compensation
Committee of the Board shall consist of three (3) members, at least two (2) of
which shall be Investor Directors; and (ii) each committee of the Board shall
include, at the option of Panorama Capital, the member of the Board designated
by Panorama Capital pursuant to Section 2.5(a) above.

     

    2.7           Removal;
Filling of Vacancies

     

    On all matters relating to the removal
of one or more directors of the Company, each Stockholder shall vote at regular
or special meetings of Stockholders, and give written consent, with respect to
such number of Subject Securities then owned by them (or as to which they then
have voting power) as may be necessary to remove from the Board any director
selected for removal by the Stockholders entitled to designate such director
pursuant to Section 2.5.  Any vacancy created by such removal shall be
filled only by the Stockholder(s) entitled to designate such director pursuant
to Section 2.5.  No director elected pursuant to Section 2.5 may
be removed without the vote or written consent of the Stockholder(s) entitled to
designate such director pursuant to Section 2.5.  In the event of the
resignation, death or disqualification of a director, the Stockholder(s)
entitled to designate such director shall promptly nominate a new director in
accordance with Section 2.5, and each Stockholder shall promptly vote all
of its Subject Securities to elect such nominee to the Board.  In the
event that any director is elected to the Board as the result of the filling of
a vacancy by members of the Board, then at any time thereafter, upon the written
request of Stockholder(s) entitled to designate such director pursuant to
Section 2.5, and without limiting the generality of Section 2.10, the Company
shall use its reasonable best efforts to cause, as promptly as is possible and
in compliance with the Company’s Articles of Incorporation and Bylaws, either a
meeting of stockholders to be held or a written consent of stockholders to be
circulated, in each case submitting to the vote or written consent of
stockholders, respectively, the proposed removal of such director or election of
a substitute director in lieu thereof in accordance with this Section
2.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    2.8           No
Liability for Election of Recommended Directors

     

    Neither the Company, the Stockholders,
nor any officer, director, stockholder or shareholder, partner (general or
limited), employee, affiliate or agent of such party, makes any representation
or warranty as to the fitness or competence of the nominee of any party
hereunder to serve on the Board by virtue of such party’s execution of this
Agreement or by the act of such party in voting for such nominee pursuant to
this Section 2.

     

    2.9           Grant
of Proxy; No Voting Trusts

     

    (a)           Should
the provisions of this Section 2 be construed to constitute the granting of
proxies, such proxies shall be deemed coupled with an interest and are
irrevocable for the term of this Section 2 to the extent permissible under
applicable law.  Upon the failure of any party hereto to vote their
shares of capital stock of the Company in accordance with the terms of Section 2
of this Agreement at a meeting duly called by the Company, such party hereby
grants, to the extent permissible under applicable law, to a stockholder
designated by the Board a proxy coupled with an interest in all shares of
capital stock owned by such party, which proxy shall be irrevocable until this
Agreement terminates pursuant to its terms or this Section 2.9(a) is amended to
remove such grant of proxy in accordance with Section 4.2 hereof, to vote all
such shares of capital stock in the manner provided in Section 2
hereof.

     

    (b)           Each
of the Stockholders agrees that, prior to the Termination Date, such Stockholder
will not, nor will such Stockholder permit any person or entity under such
Stockholder’s control to, deposit any of the Subject Securities in a voting
trust or subject any of the Subject Securities to any proxy or arrangement with
respect to the voting of the Subject Securities other than agreements entered
into with the Company.

     

    2.10           Voting
Related Covenants of the Company

     

    The Company agrees to use its
reasonable best efforts to ensure that the rights granted under this Section 2
are effective and that the parties hereto enjoy the benefits
thereof.  Such actions include, without limitation, the use of the
Company’s reasonable best efforts to cause the nomination and election of the
directors as provided above, by causing a meeting of stockholders to be held or
by causing a written consent of stockholders to be circulated as promptly as
possible in accordance with applicable law.  The Company will not, by
any voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be performed hereunder by the Company, but will at all times
in good faith assist in the carrying out of all of the provisions of this
Section 2 and in the taking of all such actions as may be necessary, appropriate
or reasonably requested by the holders of a majority of the outstanding voting
securities held by the parties hereto assuming conversion of all outstanding
securities in order to protect the rights of the parties hereunder against
impairment.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    2.11           Manner
of Voting; Termination

     

    The voting of Subject Securities
pursuant to this Section 2 may be effected in person, by proxy, by written
consent, or in any other manner permitted by applicable law.  The
provisions of this Section 2 shall terminate on the Termination
Date.

     

    3.           Participation
right

     

    3.1           Participation
Right

     

    The Company hereby grants to each
Investor holding at least 7,000,000 shares of Common Stock issuable or issued
upon conversion of the Series A Preferred Stock (as adjusted for stock splits,
stock dividends, combinations, recapitalizations or the like) (a “Significant
Investor”) a participation right to purchase securities in future sales
by the Company of its New Shares (as hereinafter defined) on the terms and
conditions set forth in this Section 3.  A Significant Investor shall
be entitled to apportion the participation right hereby granted it among itself
and its existing partners, members and any corporation or entity that is, within
the meaning of the Securities Act, controlling, controlled by or under common
control with, such Significant Investor, in such proportions as it deems
appropriate, so long as such apportionment does not cause the loss of the
exemption under Section 4(2) of the Securities Act or any similar exemption
under applicable state securities laws in connection with such sale of New
Shares by the Company.

     

    3.2           Notice

     

    Each time the Company proposes to offer
any shares of, or securities convertible into or exchangeable or exercisable for
any shares of, any class of its capital stock (the “New Shares”), the
Company shall take the following actions with respect to each Significant
Investor:

     

    (a)           The
Company shall deliver a notice in accordance with Section 4.3 (the “Participation Right
Notice”) to the Significant Investor stating (i) the Company’s bona
fide intention to offer such New Shares, (ii) the number of such New Shares
to be offered, (iii) the price and terms upon which the Company proposes to
offer such New Shares and (iv) the number of New Shares which such Significant
Investor is entitled to purchase.

     

    (b)           By
written notification received by the Company, within twenty (20) calendar days
after receipt of the Participation Right Notice, each Significant Investor may
elect to purchase, at the time of consummation of such proposed issuance and
sale, and at the price and on the terms specified in the Participation Right
Notice, up to such number of New Shares proposed for issuance and sale as would
be required to enable such Significant Investor to maintain its then existing
ownership percentage in the Company following such issuance on a fully diluted
basis (assuming full conversion and exercise of all outstanding convertible and
exercisable securities, but without regard to reserved but unissued options), at
the level maintained by such Significant Investor immediately prior to such
proposed issuance of the New Shares (the “Pro Rata
Share”).  To the extent that not all of the New Shares covered
by the Participation Right Notice are purchased by Significant Investors, the
Company may, during the one hundred twenty (120) day period following the
expiration of the twenty (20) calendar period above, sell the New Shares to any
persons or entities at a price not less than, and upon terms no more favorable
to the offeree than, those specified in the Participation Right
Notice.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    (c)           If
the Company does not enter into an agreement for the sale of the New Shares
within one hundred twenty (120) day period following the expiration of the
period provided in Section 3.2(b) hereof and the Company does not consummate
such agreement during such period, the right provided hereunder shall be deemed
to be revived and the Company shall be required to submit another Participation
Right Notice and comply with the procedures set forth in this Section 4 in order
to issue any such New Shares.

     

    3.3           Exceptions

     

    (a)           The
participation right in this Section 3 shall not be applicable
to:

     

    (i)           the
issuance of Series A Preferred Stock or Warrants pursuant to the Purchase
Agreement, or the issuance of shares of Common Stock upon the conversion of such
shares of Series A Preferred Stock or exercise of such Warrants;

     

    (ii)           the
issuance of securities pursuant to 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);

     

    (iii)           the
issuance of shares of Common Stock or options therefor to employees,
consultants, officers, directors or other service providers of the Company
directly or pursuant to a stock option plan or restricted stock purchase plan
approved by the Board;

     

    (iv)           the
issuance of shares of Common Stock pursuant to the conversion or exercise of
convertible or exercisable securities outstanding as of the date
hereof;

     

    (v)           the
issuance of stock, warrants or other securities in connection with any bona fide
business acquisition of or by the Company, whether by merger, consolidation,
sale of assets, sale or exchange of stock or otherwise approved by the Board
(including the approval of a majority of the Investor Directors);

     

    (vi)           the
issuance or sale of stock, warrants or other securities or rights to persons or
entities with which the Company has strategic business relationships provided
such issuances are for other than primarily equity financing purposes and such
issuances are approved by the Board (including the approval of a majority of the
Investor Directors); or


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    (vii)           shares
of Common Stock issued or issuable in connection with any transaction where such
securities so issued are exempted from the participation right in this
Section 3 by the unanimous vote of the entire Board.

     

    (b)           In
addition to the foregoing, the participation right in this Section 3 shall
not be applicable with respect to any Significant Investor and any subsequent
securities issuance, if (i) at the time of such subsequent securities
issuance, the Significant Investor is not an “accredited investor,” as that term
is then defined in Rule 501(a) under the Act, and (ii) such subsequent
securities issuance is otherwise being offered only to accredited
investors.

     

    3.4           Assignability

     

    The participation right set forth in
this Section 3 may not be assigned or transferred, except such right is
assignable by each Significant Investor to the same extent, and in the same
circumstances, as the registration rights provided hereunder are transferable by
Holders pursuant to Section 1.9.

     

    3.5           D&O
Insurance

     

    The
Company shall maintain a D&O insurance policy covering the directors and
officers of the Company in amounts approved by the Board (including the approval
of at least a majority of the Investor Directors).  The Company shall
use its reasonable best efforts to maintain the Company's Articles of
Incorporation and Bylaws (or similar charter documents) to require the Company
to indemnify its directors and officers to the fullest extent permitted by law
(including to seek to amend such Articles of Incorporation and Bylaws (or
similar charter documents) to the extent the law permits greater indemnification
than then permitted by such Articles of Incorporation and Bylaws (or similar
charter documents).

     

    4.           Miscellaneous

     

    4.1           Additional
Company Covenants

     

    (a)           The
Company shall use good faith commercially reasonable efforts to reincorporate
under the laws of the State of Delaware within six (6) months following the date
hereof.  The Company and the other parties agree to execute such
further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Section 4.1, including, without
limitation, making such changes to any documents and agreements entered into
between the Company and one or more parties to this Agreement that are currently
governed by Nevada law in order to provide such parties with substantially the
same benefits and rights under such documents and agreements pursuant to
Delaware law as may be available under Nevada law upon the reasonable request of
an Investor.

     

    (b)           Promptly
following the Closing (as defined in the Purchase Agreement) the Company shall
take down Registration Statement Nos. 333-142460 and 333-145406 to reflect that
all registration rights associated with the securities registered on such
registration statements have irrevocably been cancelled, expired and no longer
in force or effect.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    4.2           Remedies

     

    In the
event of a breach by the Company or by a Stockholder of any of their respective
obligations under this Agreement, each Holder or the Company, as the case may
be, in addition to being entitled to exercise all rights granted by law and
under this Agreement, including recovery of damages, shall be entitled to
specific performance of its rights under this Agreement. The Company and each
Stockholder agree that monetary damages would not provide adequate compensation
for any losses incurred by reason of a breach by it of any of the provisions of
this Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall not assert or shall
waive the defense that a remedy at law would be adequate.

     

    4.2           Amendments
and Waivers

     

    Any term of this Agreement may be
amended or the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of (i) the Company and (ii) the Investors holding at least
two-thirds of the number of then outstanding shares of Common Stock issuable or
issued upon conversion of the Series A Preferred Stock; provided, however, that with
respect to any waiver or amendment adversely affecting the rights hereunder of
Stockholders of any class or series of capital stock in a manner that is
different in any material respect from the manner in which the rights hereunder
of the Stockholders of any other class or series of capital stock are being
adversely affected by such waiver or amendment, the consent of the Stockholders
of at least a majority of the issued and outstanding shares of such class or
series of capital stock so being treated differently that is then held by such
Stockholders is required to effect such waiver or amendment; provided, further
that, any amendment or waiver affecting the right of Panorama Capital,
Rembrandt, Rustic or ITD to designate an Investor
Director shall require the separate written consent of Panorama Capital,
Rembrandt, Rustic or ITD, respectively  Any amendment or waiver
effected in accordance with this Section shall be binding upon the Company and
each Stockholder.

     

    4.3           Notices

     

    Except as may be otherwise provided
herein, all notices, requests, waivers and other communications made pursuant to
this Agreement shall be in writing and shall be conclusively deemed to have been
duly given (a) when hand delivered to the other party; (b) three
business days after deposit in the U.S. mail with registered mail receipt
requested postage prepaid and addressed to the other party at the address set
forth on the signature pages hereof; or (c) the next business day after
deposit with a national overnight delivery service, postage prepaid, addressed
to the parties as set forth on the signature pages hereof with next business day
delivery guaranteed, provided that the sending party receives a confirmation of
delivery from the delivery service provider.  A party may change or
supplement the addresses given above, or designate additional addresses, for
purposes of this Section 4.3 by giving the other party written notice of the new
address in the manner set forth above.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    4.4           Successors
and Assigns

     

    Except as otherwise provided herein,
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties (including
transferees of any Shares).  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

     

    4.5           Execution
and Counterparts

     

    This
Agreement may be executed in multiple counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other party.  In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.

     

    4.6           Governing
Law

     

    This Agreement is to be construed in
accordance with and governed by the internal laws of the State of California
without giving effect to any choice of law rule that would cause the application
of the laws of any jurisdiction other than the internal laws of the State of
California to the rights and duties of the parties; provided, however, that matters
pertaining to the Company as a corporation shall be governed by the laws of the
state of incorporation of the Company.  All disputes and controversies
arising out of or in connection with this Agreement shall be resolved
exclusively by the state and federal courts located in the City of San
Francisco, in the State of California, and each party hereto agrees to submit to
the jurisdiction of said courts and agrees that venue shall lie exclusively with
such courts.

     

    4.7           Severability

     

    If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their reasonable best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or
unenforceable.

     

    4.8           Headings

     

    The
headings in this Agreement are for convenience only, do not constitute a part of
the Agreement and shall not be deemed to limit or affect any of the provisions
hereof.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    4.9           Entire
Agreement

     

    This Agreement and the documents
referred to herein constitute the entire agreement among the parties with
respect to the subject matter hereof and no party shall be liable or bound to
any other party in any manner by any warranties, representations or covenants
except as specifically set forth herein or therein.

     

    4.11           Independent
Nature of Holders’ Obligations and Rights

     

    The obligations of each Stockholder
hereunder are several and not joint with the obligations of any other
Stockholder hereunder, and no Stockholder shall be responsible in any way for
the performance of the obligations of any other Stockholder hereunder. Nothing
contained herein or in any other agreement or document delivered at any closing,
and no action taken by any Stockholder pursuant hereto or thereto, shall be
deemed to constitute the Stockholders as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the
Stockholders are in any way acting in concert with respect to such obligations
or the transactions contemplated by this Agreement. Each Stockholder shall be
entitled to protect and enforce its rights, including without limitation the
rights arising out of this Agreement, and it shall not be necessary for any
other Stockholder to be joined as an additional party in any proceeding for such
purpose.

     

    4.12           Aggregation
of Stock

     

    All
shares of Registrable Securities held or acquired by affiliated entities
(including affiliated venture capital funds) or persons shall be aggregated
together for the purpose of determining the availability of any rights under
this Agreement.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.

     

    
      
        	 
      	
                COMPANY:

              
	 
      	 
      
	 
      	
                GOFISH
      CORPORATION

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Tabreez Verjee

              
	 
      	 
      	 
      
	 
      	
                Name:

              	
                Tabreez Verjee

              
	 
      	 
      	 
      
	 
      	
                Title:

              	
                President

              


      

    

    


    
      
        
          	 
      	
                  Address: 

                	
                  GoFish Corporation

                
	 
      	 
      	
                  706 Mission Street, 10th Floor 

                
	 
      	 
      	
                  San Francisco, CA 94103

                
	 
      	 
      	 
      
	 
      	
                  Facsimile: 

                	
                  415-978-3020

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                STOCKHOLDER:

              
	 
      	 
      
	 
      	
                REMBRANDT
      VENTURE PARTNERS FUND

                TWO,
      L.P.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Richard Ling

              
	 
      	 
      	 
      
	 
      	
                Name:

              	
                Richard
      Ling

              
	 
      	 
      	 
      
	 
      	
                Title:

              	
                Managing
      Member of Rembrandt Venture

              
	 
      	 
      	
                Partners
      Fund Two, LLC, its General
Partner

              


      

    

    


    
      
        
          
            
              
                	 
      	
                        Address:

                      	
                        2200 Sand Hill Road, Suite
    160

                      
	 
      	 
      	
                        Menlo Park, CA 94025

                      
	 
      	 
      	  
      
	 
      	
                        Facsimile:

                      	 	
                        650-326-3780

                      


              

            

          

        

      

    

    


    
      
        	 
      	
                REMBRANDT
      VENTURE PARTNERS FUND

                TWO-A,
      L.P.

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Richard Ling

              
	 
      	 
      	 
      
	 
      	
                Name:

              	
                Richard
      Ling

              
	 
      	 
      	 
      
	 
      	
                Title:

              	
                Managing
      Member of Rembrandt Venture

              
	 
      	 
      	
                Partners
      Fund Two, LLC, its General
Partner

              


      

    

    


    
      
        
          
            
              
                	 
      	
                        Address:

                      	
                        2200 Sand Hill Road, Suite
    160

                      
	 
      	 
      	
                        Menlo Park, CA 94025

                      
	 
      	 
      	  
      
	 
      	
                        Facsimile:

                      	 	
                        650-326-3780

                      


              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    STOCKHOLDER:

                  
	 
      	 
      
	 
      	
                    PANORAMA
      CAPITAL, L.P.

                  
	 	 
	 
      	
                    BY:
      PANORAMA CAPITAL MANAGEMENT,

                    L.L.C.,
      ITS GENERAL
      PARTNER

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    /s/ Audrey Vallen

                  
	 
      	 
      	 
      
	 
      	
                    Name:

                  	
                    Audrey Vallen

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	
                    CFO

                  


          

        

      

    

    


    
      
        
          
            
              
                
                  	 
      	
                          Address:

                        	
                          2440 Sand Hill Road,
#302

                        
	 
      	 
      	
                          Menlo Park, CA 94025

                        
	 
      	 
      	   
      
	 
      	
                          Facsimile:

                        	 	
                          650-234-1437

                        


                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  STOCKHOLDER:

                
	 
      	 
      
	 
      	
                  RUSTIC
      CANYON VENTURES III, L.P.

                
	 
      	 
      
	 
      	
                  BY:
      RUSTIC CANYON PARTNERS, LLC, ITS

                  GENERAL
      PARTNER

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Mark Menell

                
	 
      	 
      	 
      
	 
      	
                  Name:

                	
                  Mark Menell

                
	 
      	 
      	 
      
	 
      	
                  Title:

                	
                  Member

                


        

      

    

    


    
      
        
          
            
              	 
      	
                      Address:

                    	
                      203 Redwood Shores
  Parkway

                    
	 
      	 
      	
                      Suite 450

                    
	 
      	 
      	
                      Redwood Shores, CA 94065

                    
	 
      	
                      Facsimile:

                    	 	
                      650-649-2321

                    


            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                	 
      	
                        STOCKHOLDER:

                      
	 
      	 
      
	 
      	
                        QATALYST
      PARTNERS LP*

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Jonathan Turner

                      
	 
      	 
      	 
      
	 
      	
                        Name:

                      	
                        Jonathan
      Turner

                      
	 
      	 
      	 
      
	 
      	
                        Title:

                      	
                        President

                      


              

            

          

        

      

    

    


    
      
        
          
            
              
                	 
      	
                        Address:

                      	
                        3 Embarcadero Center, Suite
    600

                      
	 
      	 
      	
                        San Francisco, CA 94111

                      
	 
      	 
      	  
      
	 
      	
                        Facsimile:

                      	 	
                        415-399-7855

                      


              

            

          

        

      

    

     

    
      
        	 
      	
                * Qatalyst Partners LP
      is only a party under this Agreement with respect to, and only has rights
      and obligations under this Agreement with respect to, Section 1 and
      Section 4.2 through 4.12