Unassociated Document


    EXHIBIT
      10.2

     

    SUBSCRIPTION
      AGREEMENT

     

    This
      Subscription Agreement (the “Agreement”)
      is made
      as of this 27th day of October, 2006, by and among GoFish Corporation (f/k/a
      Unibio Inc.), a Nevada corporation (the “Company”),
      GoFish
      Technologies, Inc., a California corporation (“GoFish”)
      and
      the investor identified on the signature page to this Agreement (the
      “Investor”).

     

    RECITALS:

     

    WHEREAS,
      the Company and GoFish anticipate the entry into an Agreement and Plan of Merger
      and Reorganization, pursuant to which GF Acquisition Corp., a California
      corporation and a wholly-owned subsidiary of the Company, will merge with and
      into GoFish, with GoFish remaining as the surviving entity and a wholly-owned
      subsidiary of the Company (the “Merger,”
the
      date such Merger becomes effective hereinafter referred to as the “Merger Effective
      Date”);

    


    WHEREAS,
      as a condition to the consummation of the Merger, and to provide the capital
      required by GoFish for working capital purposes, the Company is offering in
      compliance with Rule 506 of Regulation D of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      and
      available prospectus exemptions in Canada, to accredited investors in a private
      placement transaction (the “Offering”),
      a
      minimum (the “Minimum”)
      of
      3,666,667 units (the “Units”)
      and a
      maximum (the “Maximum”)
      of
      6,666,667 Units, or such greater amount not to exceed 8,000,000 Units, as the
      Company may determine, each Unit consisting of one (1) share of the Company’s
      common stock (“Common
      Stock”)
      and a
      warrant (the “Investor
      Warrants”)
      to
      purchase one-half (1/2) share of Common Stock for five (5) years at the exercise
      price of $1.75 per share of Common Stock;

    


    WHEREAS,
      the Investor desires to subscribe for, purchase and acquire from the Company
      and
      the Company desires to sell and issue to the Investor the number of Units,
      set
      forth on the signature page of this Agreement (the “Investor’s
      Units”)
      upon
      the terms and conditions and subject to the provisions hereinafter set
      forth;

     

    WHEREAS,
      in connection with the purchase of the Investor’s Units, the Company and the
      Investor will execute a Registration Rights Agreement dated as of the date
      hereof pursuant to which the Company will provide certain registration rights
      to
      the Investor (the “Registration
      Rights Agreement”);
      and

     

    WHEREAS,
      the Company, GoFish, and McGuireWoods LLP (the “Escrow
      Agent”)
      have
      entered into an Escrow Agreement (the “Escrow
      Agreement”)
      to
      provide for the safekeeping of funds received and documents executed in
      connection with the Offering.

     

    NOW,
      THEREFORE, for and in consideration of the mutual premises contained herein
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      are hereby acknowledged, the parties hereto agree as follows:

     

    1.  Purchase
      and Sale of the Units.
      Subject
      to the terms and conditions of this Agreement and the satisfaction of the
      Closing Conditions, the Investor subscribes for and agrees to purchase and
      acquire from the Company, and the Company agrees to sell and issue to the
      Investor, the Investor’s Units at the purchase price of $1.50 per Unit (the
“Purchase
      Price”)
      payable in cash or by surrender of certain bridge notes of GoFish (the
“GoFish
      Notes”)
      valued
      at the unpaid principal amount thereof; provided,
      that
      the Company reserves the right, in its sole discretion and for any reason,
      to
      reject any Investor’s subscription, in whole or in part, or to allot less than
      the number of Units subscribed for. To the extent that any subscription to
      be
      paid by surrender of GoFish Notes is rejected in whole or in part, the GoFish
      Notes that the Company has not accepted shall remain due and payable in
      accordance with their terms.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.  The
      Closing.
      The
      Offering will terminate upon the earlier of (i) the receipt of acceptable
      subscriptions from the Investor and all other investors totaling $10,000,000,
      or
      such greater amount as the Company may determine, and (ii) the election of
      the
      Company upon receipt of subscriptions from the Investor and all other investors
      totaling $5,500,000 in cash; provided
      that the
      initial closing of the Offering shall be concurrent with the close of the
      Merger
      (the
“Closing,”
the
      date such Closing occurs hereinafter referred to as the “Closing
      Date”)
      at the
      offices of the Escrow Agent. On the Closing Date, the Escrow Agent shall deliver
      the funds and Transaction Documents (as defined herein) held in escrow as of
      the
      Closing Date pursuant to the terms of the Escrow Agreement. As soon as
      practicable after the Closing Date, the Company shall issue and deliver, or
      shall cause the issuance and delivery of, a stock certificate, registered in
      the
      name of the Investor and representing the shares of Common Stock underlying
      the
      Investor’s Units, and a warrant certificate registered in the name of the
      Investor representing the Investor’s right to purchase the number of shares of
      Common Stock underlying the Investor’s Warrants purchased in the
      Offering.

     

    3.  Subscription
      Procedure.
      To
      complete a subscription for the Units, the Investor must fully comply with
      the
      subscription procedure provided in this Section on or before 5:00 p.m. Eastern
      time on the Closing Date. 

     

    (a)  Transaction
      Documents.
      Prior
      to 5:00 p.m. Eastern time on the Closing Date, the Investor shall review,
      complete and execute this Agreement, the Investor Questionnaire attached hereto
      as Appendix A, and the Registration Rights Agreement (collectively, the
“Transaction
      Documents”),
      and
      deliver such Transaction Documents to the Escrow Agent at the address provided
      below. Executed agreements and questionnaires may be delivered to the Escrow
      Agent by facsimile using the facsimile number provided below if the Investor
      immediately thereafter confirms receipt of such transmission with the Escrow
      Agent and delivers the original copies of the agreements and questionnaire
      to
      the Escrow Agent as soon as practicable thereafter.

     

    Escrow
      Agent - Mailing Address and Facsimile Number:

    


    McGuireWoods
      LLP

    50
      North
      Laura Street, Suite 3300

    Jacksonville,
      FL 32202-3661

    Facsimile
      Number: (904) 798-3260

    Attention:
      Nova Harb

    Telephone
      Number: (904) 798-2639

     

    
      
        
        

      

      
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    (b)  Purchase
      Price.
      Simultaneously with the delivery of the Transaction Documents to the Escrow
      Agent as provided herein, and in any event on or before 5:00 p.m. Eastern time
      on the Closing Date, each Investor that is purchasing Units for cash shall
      deliver to the Escrow Agent the full Purchase Price for the Investor’s Units by
      wire transfer of immediately available funds pursuant to wire transfer
      instructions provided below:

     

    Escrow
      Agent - Wire Transfer Instructions:

    


    BANK
      OF
      AMERICA - Jacksonville, FL

    ABA:
      026009593 (Domestic Wires)

    Swift
      Code: BOFAUS3N (International Wires)

    Credit:
      McGuireWoods LLP IOLTA Account

    Account
      Number: 2101206537

    Reference:
      Louis Zehil -GoFish
      Escrow - 2049127-0001

    


    McGuireWoods
      Accounting Contact: Julia Aaron (804) 775-1224

    Bank
      Contact: Patrick Comia (888) 841-8159, Opt. 2, Ext. 2160

    


    Any
      Investor that proposes to purchase Units with GoFish Notes shall tender the
      original executed GoFish Notes to the Escrow Agent to be used in payment for
      the
      Units subscribed for by such Investor and hereby authorizes the Escrow Agent
      to
      mark “CANCELLED” any GoFish Notes that the Company accepts in payment for
      Units.

    


    (c)  Purchaser
      Representative.
      If the
      Investor has retained the services of a purchaser representative to assist
      in
      evaluating the merits and risks associated with investing in the Units, the
      Investor must deliver along with the Transaction Documents a purchaser
      representative certificate in a form acceptable to the Company.

     

    (d)  Company
      Discretion to Accept or Reject Subscriptions.
      The
      Company may accept any subscription in whole or in part, or reject any
      subscription in its sole discretion for any reason whatsoever, and may terminate
      this Offering at any time prior to acceptance of subscriptions. If the
      Investor’s subscription is rejected or if the conditions to closing this
      Offering, including the receipt and acceptance of the subscriptions representing
      $5,500,000 in cash, are not satisfied, or if this Offering is otherwise
      terminated or withdrawn, funds delivered by the Investor to the Escrow Agent
      will be returned to the Investor without interest or deduction.

     

    4.  Representations
      and Warranties of the Company and GoFish.
      In
      order to induce the Investor to enter into this Agreement, the Company and,
      as
      applicable, GoFish represent and warrant to the Investor as
      follows:

     

    (a)  Authority.
      Each of
      the Company and GoFish is an entity duly organized, validly existing, and in
      good standing under the laws of the state in which it was incorporated or
      otherwise formed, and has all requisite right, power, and authority to execute,
      deliver and perform this Agreement.

     

    
      
        
        

      

      
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    (b)  Subsidiaries.
      The
      Company has no direct or indirect subsidiaries (each a “Subsidiary”
      and
      collectively the “Subsidiaries”)
      other
      than GF Acquisition Corp., ITD Acquisition Corp., GF Leasco, Inc. and those
      necessary or desirable to consummate the Merger and the transactions
      contemplated by the Merger Agreement. Except as disclosed in the Exchange Act
      Documents, the Company owns, directly or indirectly, all of the capital stock
      of
      each Subsidiary free and clear of any and all liens, and all the issued and
      outstanding shares of capital stock of each Subsidiary are validly issued and
      are fully paid, non-assessable and free of preemptive and similar rights.


     

    (c)  Enforceability.
      The
      execution, delivery, and performance of this Agreement by the Company have
      been
      duly authorized by all requisite corporate action. This Agreement has been
      duly
      executed and delivered by each of the Company and GoFish, and, upon its
      execution by the Investor, shall constitute the legal, valid and binding
      obligation of each of the Company and GoFish, enforceable in accordance with
      its
      terms, except to the extent that its enforceability is limited by bankruptcy,
      insolvency, reorganization, or other laws relating to or affecting the
      enforcement of creditors’ rights generally and by general principles of
      equity.

     

    (d)  No
      Violations.
      The
      execution, delivery, and performance of this Agreement by the Company or by
      GoFish does not, and will not, violate or conflict with any provision of the
      Company’s or GoFish’s respective certificate of incorporation (including all
      amendments thereto) or bylaws (including all amendments thereto), or other
      charter documents, and does not and will not, with or without the passage of
      time or the giving of notice, result in the breach of, or constitute a default,
      cause the acceleration of performance, or require any consent under, or result
      in the creation of any lien, charge or encumbrance upon any property or assets
      of the Company, or as applicable of GoFish, pursuant to any material instrument
      or agreement to which the Company, or GoFish, is a party or by which the
      Company, or GoFish, or its properties are bound.

     

    (e)  Capitalization.
      Upon
      issuance in accordance with the terms of this Agreement against payment of
      the
      Purchase Price therefor, the shares of Common Stock underlying the Investor’s
      Units will be duly and validly issued, fully paid, and nonassessable and free
      and clear of all liens imposed by or through the Company, and, assuming the
      accuracy of the representations and warranties of the Investor and all other
      purchasers of the Units in the Offering, will be issued in accordance with
      a
      valid exemption from the registration or qualification provisions of the
      Securities Act, and any applicable state securities laws (the “State
      Acts”)
      or
      will be issued in accordance with a valid prospectus exemption in
      Canada.

     

    (f)  Exchange
      Act Filing.
      During
      the 12 calendar months immediately preceding the date of this Agreement, all
      reports and statements, including all amendments thereto, required to be filed
      by the Company with the Securities and Exchange Commission (the “Commission”)
      under
      the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”),
      and
      the rules and regulations thereunder, have been timely filed. Such filings,
      together with amendments thereto and all documents incorporated by reference
      therein, are referred to as “Exchange
      Act Documents.”
      Each
      Exchange Act Document, conformed in all material respects to the requirements
      of
      the Exchange Act and the rules and regulations thereunder, and no Exchange
      Act
      Document at the time each such document was filed, included any untrue statement
      of a material fact or omitted 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.

     

    
      
        
        

      

      
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    (g)  Company
      Financial Statements. The
      unaudited financial statements, together with the related notes of the Company
      included in the Company’s Quarterly Report on Form 10-QSB for the quarter ended
      May 31, 2006 as filed with the Commission (the “Company
      Financial Statements”),
      fairly present in all material respects, on the basis stated therein and on
      the
      date thereof, the financial position of the Company at the respective dates
      therein specified and its results of operations and cash flows for the periods
      then ended. The unaudited financial statements of Go Fish included in the
      Confidential Private Placement Memorandum, dated October 3, 2006, of GoFish
      (the
“GoFish
      Financial Statements”),
      fairly present in all material respects, on the basis stated therein and on
      the
      date thereof, the financial position of GoFish at the respective dates therein
      specified and its results of operations and cash flows for the periods then
      ended. The Company Financial Statements and GoFish Financial Statements included
      in any supplement to the Private Placement Memorandum have been prepared in
      accordance with generally accepted accounting principles in the United States
      applied on a consistent basis except as expressly noted therein. 

     

    (h)  No
      Material Liabilities.
      Except
      for liabilities or obligations not individually in excess of $100,000.00, or
      as
      set forth in the Exchange Act Documents or in the Private Placement Memorandum
      (and any supplement thereto), since May 31, 2006, neither the Company nor GoFish
      has incurred any material liabilities or obligations, direct or contingent,
      except in the ordinary course of business and except for liabilities or
      obligations reflected or reserved against on the Company’s balance sheet as of
      May 31, 2006, or in the balance sheet of GoFish contained in the GoFish
      Financial Statements, and there has not been any change, or to the knowledge
      of
      the Company or GoFish, development or effect (individually or in the aggregate)
      that is or is reasonably likely to be, materially adverse to the condition
      (financial or otherwise), business, prospects, or results of operations of
      the
      Company and the Subsidiaries considered as a whole, on the one hand, or GoFish,
      on the other (a “Material
      Adverse Effect”),
      or
      any change in the capital or material increase in the long-term debt of the
      Company or GoFish nor has either the Company or GoFish declared, paid, or made
      any dividend or distribution of any kind on its capital stock.

     

    (i)  No
      Disputes Against the Company.
      There is
      no material pending or, to the knowledge of the Company, threatened (i) action,
      suit, claim, proceeding, or investigation against the Company or GoFish, at
      law
      or in equity, or before or by any Federal, state, municipal, or other
      governmental department, commission, board, bureau, agency or instrumentality,
      domestic or foreign, (ii) arbitration proceeding against the Company or GoFish,
      (iii) governmental inquiry against the Company or GoFish, or (iv) any action
      or
      suit by or on behalf of the Company or GoFish pending or threatened against
      others.

     

    
      
        
        

      

      
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    (j)  Approvals.
      The
      execution, delivery, and performance by the Company of this Agreement and the
      offer and sale of the Units require no consent of, action by or in respect
      of,
      or filing with, any person, governmental body, agency, or official other than
      those consents that have been obtained prior to the Closing and those filings
      required to be made pursuant to the Securities Act and any State Acts which
      the
      Company undertakes to file within the applicable time period or provincial
      filings required in connection with sales in Canada.

     

    (k)  Compliance.
      Neither
      the Company nor GoFish, nor any of their respective Subsidiaries: (i) is in
      default under or in violation of (and no event has occurred that has not been
      waived that, with notice or lapse of time or both, would result in a default
      by
      the Company or GoFish, or any of their respective Subsidiaries under), nor
      has
      the Company nor GoFish, nor any of their respective Subsidiaries received notice
      of a claim that it is in default under or that it is in violation of, any
      indenture, loan or credit agreement, or any other agreement or instrument to
      which it is a party or by which it or any of its properties is bound (whether
      or
      not such default or violation has been waived); (ii) is in violation of any
      order of any Court, arbitrator, or governmental body; or (iii) is or has been
      in
      violation of any statute, rule or regulation of any governmental authority,
      including without limitation all foreign, federal, state and local laws relating
      to taxes, environmental protection, occupational health and safety, product
      quality and safety and employment and labor matters, except in each case as
      could not, individually or in the aggregate, have or reasonably be expected
      to
      result in a Material Adverse Effect. The Company is in compliance with the
      applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, and
      the
      rules and regulations thereunder, except where such noncompliance could not
      have
      or reasonably be expected to result in a Material Adverse Effect.

     

    (l)  Patents
      and Trademarks.
      The
      Company and GoFish, and any of their respective Subsidiaries have, or have
      rights to use, all patents, patent applications, trademarks, trademark
      applications, service marks, trade names, copyrights, licenses, and other
      similar rights that are necessary or material for use in connection with their
      respective businesses and which the failure to so have could, individually
      or in
      the aggregate, have or reasonably be expected to result in a Material Adverse
      Effect (collectively, the “Intellectual
      Property Rights”).
      Neither the Company nor GoFish, nor any of their respective Subsidiaries, has
      received a written notice that the Intellectual Property Rights used by the
      Company or GoFish, or any of their respective Subsidiaries, violates or
      infringes upon the rights of any person. Except as set forth in the Exchange
      Act
      Documents, to the knowledge of the Company, all such Intellectual Property
      Rights are enforceable and there is no existing infringement by another person
      of any of the Intellectual Property Rights, except where such infringement
      could
      not have, or reasonably be expected to result in, a Material Adverse
      Effect.

     

    (m)  Transactions
      With Affiliates and Employees.
      Except
      as set forth in the Exchange Act Documents, the Private Placement Memorandum
      (and any supplement thereto) and those transactions contemplated by the
      Transaction Documents, none of the officers or directors of the Company or
      GoFish and, to the knowledge of the Company or GoFish, none of the employees
      of
      the Company or GoFish is currently a party to any transaction with the Company
      or any Subsidiary or GoFish (other than for services as employees, officers,
      and
      directors), including any contract, agreement, or other arrangement providing
      for the furnishing of services to or by, providing for rental of real or
      personal property to or from, or otherwise requiring payments to or from any
      officer, director, or such employee or, to the knowledge of the Company or
      GoFish, any entity in which any officer, director, or any such employee has
      a
      substantial interest or is an officer, director, trustee, or
      partner.

     

    
      
        
        

      

      
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    (n)  Internal
      Accounting Controls.
      The
      Company and the Subsidiaries maintain a system of internal accounting controls
      sufficient to provide reasonable assurance that: (i) transactions are executed
      in accordance with management’s general or specific authorizations; (ii)
      transactions are recorded as necessary to permit preparation of financial
      statements in conformity with generally accepted accounting principles and
      to
      maintain asset accountability; (iii) access
      to
      assets is permitted only in accordance with management’s general or specific
      authorization;
      and
      (iv) the recorded accountability for assets is compared with the existing assets
      at reasonable intervals and appropriate action is taken with respect to any
      differences. The Company has established disclosure controls and procedures
      (as
      defined in Exchange Act rules 13a-15(e) and 15d-15(e)) for the Company and
      designed such disclosure controls and procedures to ensure that material
      information relating to the Company and its Subsidiaries is made known to the
      Company’s certifying officers by others within those entities, particularly
      during the period in which the Company’s Form 10-QSB is being prepared. The
      Company’s certifying officers have evaluated the effectiveness of the Company’s
      controls and procedures as of the end of the reporting period covered by each
      of
      the Company’s Forms 10-QSB filed with the Commission (each such date, the
“Evaluation
      Date”)
      and
      presented in each such report their conclusions about the effectiveness of
      the
      Company’s disclosure controls and procedures based on their evaluations as of
      the applicable Evaluation Date. Since the Evaluation Date of the Company’s most
      recently filed Form 10-QSB, there have been no significant changes in the
      Company’s disclosure controls and procedures, the Company’s internal control
      over financial reporting (as defined in Exchange Act Rules 13a-15(f) or
      15d-15(f)) or, to the Company’s knowledge, in other factors that could
      significantly affect the Company’s internal controls over financial
      reporting.

     

    (o)  Solvency.
      Based
      on the financial condition of the Company as of the Closing Date (and assuming
      that the Closing shall have occurred): (i) the Company’s fair saleable value of
      its assets exceeds the amount that will be required to be paid on or in respect
      of the Company’s existing debts and other liabilities (including known
      contingent liabilities) as they mature; (ii) the Company’s assets do not
      constitute unreasonably small capital to carry on its business for the current
      fiscal year as now conducted and as proposed to be conducted including its
      capital needs taking into account the particular capital requirements of the
      business conducted by the Company, and projected capital requirements and
      capital availability thereof; and (iii) the current cash flow of the Company,
      together with the proceeds the Company would receive, were it to liquidate
      all
      of its assets, after taking into account all anticipated uses of the cash,
      would
      be sufficient to pay all amounts on or in respect of its debt when such amounts
      are required to be paid. The Company does not intend to incur debts beyond
      its
      ability to pay such debts as they mature (taking into account the timing and
      amounts of cash to be payable on or in respect of its debt).

     

    
      
        
        

      

      
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    (p)  Certain
      Fees.
      Other
      than (i) the cash commission payable on the closing and (ii) shares of Common
      Stock payable to financial advisors on the closing, no brokerage or finder’s
      fees or commissions are or will be payable by the Company to any broker,
      financial advisor or consultant, finder, placement agent, investment banker,
      bank, or other person with respect to the transactions contemplated by this
      Agreement. The Investor shall have no obligation with respect to any claims
      (other than such fees or commissions owed by an Investor pursuant to written
      agreements executed by the Investor which fees or commissions shall be the
      sole
      responsibility of such Investor) made by or on behalf of other persons for
      fees
      of a type contemplated in this Section that may be due in connection with the
      transactions contemplated by this Agreement. 

     

    (q)  Certain
      Registration Matters.
      Assuming the accuracy of the Investor’s representations and warranties set forth
      in this Agreement and the Transaction Documents and the representations and
      warranties made by all other purchasers of the Units in the Offering, no
      registration under the Securities Act is required for the offer and sale of
      the
      Investor’s Units by the Company to the Investor hereunder.

     

    (r)  Quotation
      Requirements.
      The
      Company is, and has no reason to believe that it will not in the foreseeable
      future continue to be, in compliance with the requirements for the quotation
      of
      the Common Stock on the NASD Over the Counter Bulletin Board.

     

    (s)  Investment
      Company.
      Neither
      the Company nor GoFish is, an “investment company” or an “affiliate” of, an
“investment company,” within the meaning of the Investment Company Act of 1940,
      as amended.

     

    (t)  No
      Additional Agreements.
      The
      Company and GoFish do not have any agreement or understanding with any other
      purchasers of the Units in the Offering with respect to the transactions
      contemplated by this Agreement on terms that differ substantially from those
      set
      forth in this Agreement.

     

    (u)  Disclosure.
      The
      Company and GoFish confirm that neither they nor any person acting on their
      behalf has provided the Investor, or its agents or counsel, with any information
      that the Company or GoFish believes would constitute material, non-public
      information following the announcement of the Closing and the transactions
      contemplated thereby. The Company understands and confirms that the Investor
      will rely on the foregoing representations and covenants in effecting
      transactions in securities of the Company. All disclosure provided to the
      Investor regarding the Company and GoFish, their respective businesses and
      the
      transactions contemplated hereby, furnished by or on behalf of the Company
      or,
      as applicable, GoFish (including the Company’s and GoFish’s representations and
      warranties set forth in this Agreement) are true and correct and do not contain
      any untrue statement of a material fact or omit to state any material fact
      necessary in order to make the statements made therein, in light of the
      circumstances under which they were made, not misleading.

     

    
      
        
        

      

      
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    5.  Representations
      and Warranties of the Investor.
      In
      order to induce the Company to enter into this Agreement, the Investor
      represents and warrants to the Company and GoFish as follows:

     

    (a)  Authority.
      If a
      corporation, partnership, limited partnership, limited liability company, or
      other form of entity, the Investor is duly organized or formed, as the case
      may
      be, validly existing, and in good standing under the laws of its jurisdiction
      of
      organization or formation, as the case may be. The Investor has all requisite
      individual or entity right, power, and authority to execute, deliver, and
      perform this Agreement.

     

    (b)  Enforceability.
      The
      execution, delivery, and performance of this Agreement by the Investor have
      been
      duly authorized by all requisite partnership, corporate or other entity action,
      as the case may be. This Agreement has been duly executed and delivered by
      the
      Investor, and, upon its execution by the Company, shall constitute the legal,
      valid, and binding obligation of the Investor, enforceable in accordance with
      its terms, except to the extent that its enforceability is limited by
      bankruptcy, insolvency, reorganization, moratorium, or other laws relating
      to or
      affecting the enforcement of creditors’ rights generally and by general
      principles of equity.

     

    (c)  No
      Violations.
      The
      execution, delivery, and performance of this Agreement by the Investor do not
      and will not, with or without the passage of time or the giving of notice,
      result in the breach of, or constitute a default, cause the acceleration of
      performance, or require any consent under, or result in the creation of any
      lien, charge or encumbrance upon any property or assets of the Investor pursuant
      to, any material instrument or agreement to which the Investor is a party or
      by
      which the Investor or its properties may be bound or affected, and, do not
      or
      will not violate or conflict with any provision of the articles of incorporation
      or bylaws, partnership agreement, operating agreement, trust agreement, or
      similar organizational or governing document of the Investor, as applicable.
      

     

    (d)  Knowledge
      of Investment and its Risks.
      The
      Investor has knowledge and experience in financial and business matters as
      to be
      capable of evaluating the merits and risks of Investor’s investment in the
      Units. The Investor understands that an investment in the Company represents
      a
      high degree of risk and there is no assurance that the Company’s business or
      operations will be successful. The Investor has considered carefully the risks
      attendant to an investment in the Company, and that, as a consequence of such
      risks, the Investor could lose Investor’s entire investment in the
      Company.

     

    (e)  Investment
      Intent.
      The
      Investor hereby represents and warrants that: (i) the Investor’s Units are being
      acquired for investment for the Investor’s own account, and not as a nominee or
      agent and not with a view to the resale or distribution of all or any part
      of
      the Investor’s Units, and the Investor has no present intention of selling,
      granting any participation in, or otherwise distributing any of the Investor’s
      Units within the meaning of the Securities Act; (ii) the Investor’s Units are
      being acquired in the ordinary course of the Investor’s business; and (iii) the
      Investor does not have any contracts, understandings, agreements, or
      arrangements, directly or indirectly, with any person and/or entity to
      distribute, sell, transfer, or grant participations to such person and/or entity
      with respect to, any of the Investor’s Units. The Investor is not purchasing the
      Investor’s Units as a result of any advertisement, article, notice or other
      communication regarding the Investor’s Units published in any newspaper,
      magazine or similar media or broadcast over television or radio or presented
      at
      any seminar or any other general solicitation or general
      advertisement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (f)  Investor
      Status.
      The
      Investor is an “accredited investor” as that term is defined by Rule 501 of
      Regulation D promulgated under the Securities Act and the information provided
      by the Investor in the Investor Questionnaire, attached hereto as Appendix
      A,
      is
      truthful, accurate, and complete. The Investor is not registered as a
      broker-dealer under Section 15 of the Exchange Act or an affiliate of such
      broker-dealer, except as otherwise indicated in the Investor
      Questionnaire.

     

    (g)  Disclosure.
      The
      Investor has reviewed the information provided to the Investor by the Company
      in
      connection with the Investor’s decision to purchase the Investor’s Units,
      including, but not limited to, the Company’s publicly available filings with the
      Commission and the information contained therein. The Company has provided
      the
      Investor with all the information that the Investor has requested in connection
      with the decision to purchase the Investor’s Units. The Investor further
      represents that the Investor has had an opportunity to ask questions and receive
      answers from the Company regarding the business, properties, prospects, and
      financial condition of the Company. All such questions have been answered to
      the
      full satisfaction of the Investor. Neither such inquiries nor any other
      investigation conducted by or on behalf of the Investor or its representatives
      or counsel shall modify, amend, or affect the Investor’s right to rely on the
      truth, accuracy, and completeness of the disclosure materials and the Company’s
      representations and warranties contained herein.

     

    (h)  No
      Registration.
      The
      Investor understands that Investor may be required to bear the economic risk
      of
      Investor’s investment in the Company for an indefinite period of time. The
      Investor further understands that: (i) neither the offering nor the sale of
      the Investor’s Units has been registered under the Securities Act or any
      applicable State Acts in reliance upon exemptions from the registration
      requirements of such laws; (ii) the Investor’s Units must be held by the
      Investor indefinitely unless the sale or transfer thereof is subsequently
      registered under the Securities Act and any applicable State Acts, or an
      exemption from such registration requirements is available; (iii) except as
      set
      forth in the Registration Rights Agreement, dated as of the date hereof, between
      the Company and the Investor, the Company is under no obligation to register
      any
      of the shares of Common Stock underlying the Investor’s Units on the Investor’s
      behalf or to assist the Investor in complying with any exemption from
      registration; and (iv) the Company will rely upon the representations and
      warranties made by the Investor in this Agreement and the Transaction Documents
      in order to establish such exemptions from the registration requirements of
      the
      Securities Act and any applicable State Acts. 

     

    (i)  Transfer
      Restrictions.
      The
      Investor will not transfer any of the Investor’s Units or the shares of Common
      Stock underlying the Investor’s Units or the Investor Warrants unless such
      transfer is registered or exempt from registration under the Securities Act
      and
      such State Acts, and, if requested by the Company in the case of an exempt
      transaction, the Investor has furnished an opinion of counsel reasonably
      satisfactory to the Company that such transfer is so exempt. The Investor
      understands and agrees that: (i) the certificates evidencing the shares of
      Common Stock underlying the Investor’s Units and the Investor’s Warrants will
      bear appropriate legends indicating such transfer restrictions placed upon
      the
      Units and shares of Common Stock and Investor Warrants; (ii) the Company shall
      have no obligation to honor transfers of any of the Investor’s Units, Investor
      Warrants, or shares of Common Stock underlying the Investor’s Units or Investor
      Warrants in violation of such transfer restrictions; and (iii) the Company
      shall
      be entitled to instruct any transfer agent or agents for the securities of
      the
      Company to refuse to honor such transfers.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (j)  No
      Solicitation.
      The
      Investor: (i) did not receive or review any advertisement, article, notice
      or
      other communication published in a newspaper or magazine or similar media or
      broadcast over television or radio, whether closed circuit, or generally
      available, with respect to the Units; or (ii) was not solicited by any person,
      other than by representatives of the Company, with respect to a purchase of
      the
      Units.

     

    (k)  Principal
      Address.
      The
      Investor’s principal residence, if an individual, or principal executive office,
      if an entity, is set forth on the signature page of this Subscription
      Agreement.

     

    (l)  Reliance
      by the Company.
      The
      Investor acknowledges that the Company will be relying on the representations
      and warranties of the Investor made above for purposes of compliance with all
      applicable securities laws and any applicable exemptions from registration
      requirements thereunder, and otherwise, and consents to the Company’s reliance
      on such representations and warranties.

     

    6.  Independent
      Nature of Investor’s Obligations and Rights.
      The
      obligations of the Investor under this Agreement and the Transaction Documents
      are several and not joint with the obligations of any other purchaser of the
      Units in the Offering, and the Investor shall not be responsible in any way
      for
      the performance of the obligations of any other purchaser of the Units in the
      Offering under any Transaction Document. The decision of the Investor to
      purchase the Investor’s Units pursuant to the Transaction Documents has been
      made by the Investor independently of any other purchaser of the Units in the
      Offering. Nothing contained herein or in any Transaction Document, and no action
      taken by any purchaser of Units pursuant thereto, shall be deemed to constitute
      such purchasers as a partnership, an association, a joint venture, or any other
      kind of entity, or create a presumption that the purchasers of the Units are
      in
      any way acting in concert or as a group with respect to such obligations or
      the
      transactions contemplated by the Transaction Documents. The Investor
      acknowledges that no other purchaser of the Units has acted as agent for the
      Investor in connection with making its investment hereunder and that no other
      purchaser of the Units will be acting as agent of the Investor in connection
      with monitoring its investment in the Units or enforcing its rights under the
      Transaction Documents. The Investor shall be entitled to independently protect
      and enforce its rights, including without limitation the rights arising out
      of
      this Agreement or out of the other Transaction Documents, and it shall not
      be
      necessary for any other purchaser of the Units to be joined as an additional
      party in any proceeding for such purpose.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    7.  Prospectus
      Delivery Requirement.
      The
      Investor hereby covenants with the Company not to make any sale of the
      Investor’s Units without complying with the provisions hereof and of the
      Registration Rights Agreement, and without effectively causing the prospectus
      delivery requirement under the Securities Act to be satisfied (unless the
      Investor is selling in a transaction not subject to the prospectus delivery
      requirement). 

     

    8.  Shareholder
      Approval.
      The
      Company represents and warrants to the Investor that a vote of the stockholders
      of the Company will not be required to approve the issuance of the Investor’s
      Units.

     

    9.  Indemnification
      of Investor.
      In
      addition to the indemnity provided in the Registration Rights Agreement, the
      Company will indemnify and hold the Investor and its directors, officers,
      shareholders, members, managers, partners, employees and agents (each, an
“Investor
      Party”)
      harmless from any and all losses, liabilities, obligations, claims,
      contingencies, damages, costs and expenses, including all judgments, amounts
      paid in settlements, court costs, and reasonable attorneys’ fees, and costs of
      investigation (collectively, “Losses”)
      that
      any such Investor Party may suffer or incur as a result of or relating to any
      misrepresentation, breach, or inaccuracy of any representation, warranty,
      covenant, or agreement made by the Company in any Transaction Document. In
      addition to the indemnity contained herein, the Company will reimburse each
      Investor Party for its reasonable legal and other expenses (including the cost
      of any investigation, preparation, and travel in connection therewith) incurred
      in connection therewith, as such expenses are incurred.

     

    10.  Non-Public
      Information.
      Subsequent to the Closing, the Company covenants and agrees that neither it
      nor
      any other person acting on its behalf will provide Investor or its agents or
      counsel with any information that the Company believes constitutes material
      non-public information, unless prior thereto the Investor shall have executed
      a
      written agreement regarding the confidentiality and use of such information.
      

     

    11.  Further
      Assurances.
      The
      parties hereto will, upon reasonable request, execute and deliver all such
      further assignments, endorsements, and other documents as may be necessary
      in
      order to perfect the purchase by the Investor of the Investor’s Units. In
      addition, the Company agrees that it will do all such acts necessary to ensure
      that Canadian residents holding shares will be able to trade such securities
      without resale restrictions under Canadian securities legislation within four
      months from the Merger Effective Date, including, if necessary, all acts in
      order for the Company to become a reporting issuer in a Canadian province or
      territory, which may include the filing and receipting of a prospectus by
      Canadian securities regulatory authorities.

     

    12.  Entire
      Agreement; No Oral Modification.
      This
      Agreement and the other Transaction Documents contain the entire agreement
      among
      the parties hereto with respect to the subject matter hereof and supersede
      all
      prior agreements and understandings with respect thereto and this Agreement
      may
      not be amended or modified except in a writing signed by both of the parties
      hereto.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    13.  Binding
      Effect; Benefits.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective heirs, successors, and assigns; however, nothing in this
      Agreement, expressed or implied, is intended to confer on any other person
      other
      than the parties hereto, or their respective heirs, successors, or assigns,
      any
      rights, remedies, obligations, or liabilities under or by reason of this
      Agreement.

     

    14.  Counterparts.
      This
      Agreement may be executed in any number of counterparts, for each of which
      shall
      be deemed to be an original and all of which together shall be deemed to be
      one
      and the same instrument. In the event that any signature is delivered by
      facsimile transmission, 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 signature page
      were an original thereof.

     

    15.  Governing
      Law.
      This
      Agreement shall be governed by, and construed and enforced in accordance with,
      the laws of the United States of America and the State of New York, both
      substantive and remedial, without regard to New York conflicts of law
      principles. Any
      judicial proceeding brought against either of the parties to this agreement
      or
      any dispute arising out of this Agreement or any matter related hereto shall
      be
      brought in the courts of the State of New York, New York County, or in the
      United States District Court for the Southern District of New York and, by
      its
      execution and delivery of this agreement, each party to this Agreement accepts
      the jurisdiction of such courts. 

     

    16.  Prevailing
      Parties.
      In any
      action or proceeding brought to enforce any provision of this Agreement, or
      where any provision hereof is validly asserted as a defense, the prevailing
      party shall be entitled to receive and the nonprevailing party shall pay upon
      demand reasonable attorneys’ fees in addition to any other remedy.

     

    17.  Notices.
      All
      communication hereunder shall be in writing and shall be mailed, delivered,
      telegraphed or sent by facsimile or electronic mail, and such delivery shall
      be
      confirmed to the addresses as provided below: 

    


    if
      to the
      Investor:

    


    to
      the
      address set forth on the signature page of this Agreement


     

    if
      to the
      Company before the Closing Date:

    


    GoFish
      Corporation

    88
      West
      44th
      Avenue

    Vancouver,
      BC V5Y 2V1

    Canada

    Attention:
      Stephen B. Jackson, President

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    with
      copy
      to: 

    


    Gottbetter
      & Partners, LLP

    488
      Madison Avenue, 12th
      Floor

    New
      York,
      New York 10022

    Attention:
      Kenneth S. Goodwin, Esq.

    Facsimile:
      (212) 400-6901


    


    if
      to
      GoFish or to the Company after the Closing Date, to: 

    


    GoFish
      Technologies, Inc.

    500
      Third
      Street, Suite 260

    San
      Francisco, CA 94107

    Attention:
      Michael Downing, CEO

    Facsimile:
      (415) 738-8834

     

    with
      a
      copy to:

    


    McGuireWoods
      LLP

    1345
      Avenue of the Americas, 7th
      Floor

    New
      York,
      New York 10105

    Attention:
      Louis W. Zehil

    Facsimile:
      (212) 548-2175

    


    18.  Headings.
      The
      section headings herein are included for convenience only and are not to be
      deemed a part of this Agreement.


     

    [SIGNATURE
      PAGES FOLLOW]

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement
      

    as
      of the
      date first written above.

    
      	 	 	 
	 	GOFISH
              CORPORATION
	 
 	 
 	 
 
	 	By:  	
            
	 	
               

              Name:  

            	
              
                
    
Stephen
                B.
                Jackson

            
	 	Its: 	    
              President
	 	 
	 	 


    

     

    [SIGNATURE
      PAGES OF GOFISH AND INVESTOR FOLLOW]

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement
      

    as
      of the
      date first written above.

    
      	 	 	 
	 	GOFISH
              TECHNOLOGIES, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	Name: 	
              
    
Michael
              Downing
	 	Its:	     Chief Executive
              Officer
	 	 
	 	 


    

     

    [SIGNATURE
      PAGE OF INVESTOR FOLLOWS]

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


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


    
      
        
          	 	 	 
	
                  INVESTOR
                    (individual)

                	 	
                  INVESTOR
                    (entity)

                
	 	 	 
	
                  ______________________________________

                	 	
                  ____________________________________

                
	
                  Signature

                	 	
                  Name
                    of Entity

                
	 	 	 
	
                  ______________________________________

                	 	
                  ____________________________________

                
	
                  Print
                    Name

                	 	
                  Signature

                
	 	 	 
	
                  Address
                    of Principal Residence:

                	 	 
	
                  _____________________________________

                	 	
                  Print
                    Name: __________________________

                
	
                  _____________________________________

                	 	 
	
                  _____________________________________

                	 	
                  Title:
                    ________________________________

                
	 	 	 
	
                  Social
                    Security Number:

                	 	
                  Address
                    of Executive Offices:

                
	
                  _____________________________________

                	 	 
	 	 	
                  _____________________________________

                
	
                  Telephone
                    Number:

                	 	
                  _____________________________________

                
	
                  _____________________________________

                	 	
                  _____________________________________

                
	 	 	 
	
                  Facsimile
                    Number:

                	 	
                  IRS
                    Tax Identification Number:

                
	
                  _____________________________________

                	 	
                  __________________________________

                
	 	 	 
	 	 	
                  Telephone
                    Number:

                
	 	 	
                  __________________________________

                
	 	 	 
	 	 	
                  Facsimile
                    Number:

                
	 	 	
                  ____________________________________

                


        

      

    

    


    

      
        	
                _________________     X

              	
                     
                  $1.50        

              	
                =

              	
                $___________________

              
	
                Number
                  of Units 

              	 	
                Price
                  per Unit

              	 	
                Purchase
                  Price 

              
	 	 	 	 	 
	
                Amount
                  to be paid by cash

              	 	 	 	
                $
                  

              
	 	 	 	 	 
	
                Amount
                  to be paid by surrender of GoFish Notes 

              	 	 	 	
                $

              


      



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      A

    


    Investor
      Questionnaire

    


    (See
      Attached)