Unassociated Document


    EXHIBIT
      4.1

    


    Warrant
      Certificate No. ___

    


    NEITHER
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE
      UPON
      THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH
      SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE
      TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
      EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
      SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE
      COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
      COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY
      BE
      OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
      WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
      SECURITIES
      LAWS.


    
      	Dated: October 27, 2006	
               Void
                After: October 27,
                2011

            


    

        

    GOFISH
      CORPORATION

    


    WARRANT
      TO PURCHASE COMMON STOCK

    


    GoFish
      Corporation (f/k/a Unibio Inc.), a Nevada corporation (the “Company”), for value
      received on October 27, 2006 (the “Effective
      Date”),
      hereby issues to [      
       ] (the
      “Holder”)
      this
      Warrant (the “Warrant”)
      to
      purchase, [         ]
      shares
      (each such share
      as from
      time to time adjusted as hereinafter provided
      being a
“Warrant
      Share”
and
      all
      such shares being the “Warrant
      Shares”)
      of the
      Company’s Common Stock (as defined below), at the Exercise Price (as defined
      below), as adjusted from time to time as provided herein, on or before October
      27, 2011 (the “Expiration
      Date”),
      all
      subject to the following terms and conditions. Unless otherwise defined in
      this
      Warrant, terms appearing in initial capitalized form shall have the meaning
      ascribed to them in that certain Subscription Agreement of even date herewith
      among the Company and the purchasers signatory thereto pursuant to which this
      Warrant was issued (the “Subscription
      Agreement”).

    


    As
      used
      in this Warrant, (i) “Business
      Day”
means
      any day other than Saturday, Sunday or any other day on which commercial banks
      in the City of New York, New York, are authorized or required by law or
      executive order to close; (ii) “Common
      Stock”
means
      the common stock of the Company, $0.001 par value per share, including
      any securities issued or issuable with respect thereto or into which or for
      which such shares may be exchanged for, or converted into, pursuant to any
      stock
      dividend, stock split, stock combination, recapitalization, reclassification,
      reorganization or other similar event;
      (iii)
“Exercise
      Price”
means
      $1.75 per share of Common Stock, subject to adjustment as provided herein;
      (iv)
      “Trading
      Day”
means
      any
      day
      on which
      the Common Stock is traded on the primary national or regional stock exchange
      on
      which the Common Stock is listed, or if not so listed, the NASD OTC Bulletin
      Board if quoted thereon is
      open
      for the transaction of business; and (v) “Affiliate” means any Person that,
      directly or indirectly, through one or more intermediaries, controls, is
      controlled by, or is under common control with, a Person, as such terms are
      used
      and construed in Rule 144 promulgated
      under the Securities Act of 1933, as amended (the “Securities Act”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1. DURATION
      AND EXERCISE OF WARRANTS

    


    (a) Exercise
      Period.
      The
      Holder may exercise this Warrant in whole or in part on any Business Day on
      or
      before 5:00 P.M., Eastern Daylight Time, on the Expiration Date, at which time
      this Warrant shall become void and of no value. The Holder shall also exercise
      the Warrant earlier on the Mandatory Exercise Date in accordance with Section
      1(b) if applicable, at which time this Warrant shall entitle the Holder only
      to
      the Warrant Shares applicable upon such exercise.

    


    (b) Right
      of Mandatory Exercise by Company.

    


    (i) If
      at any
      time from and after the SEC
      Effective Date (as defined in the Registration Rights Agreement),
      (i)
      the
      closing
      sales price of the Common Stock for each Trading Day of any 20 consecutive
      Trading Day period preceding the applicable Mandatory Exercise Eligibility
      Date
      equals or exceeds $4.50 per share (subject to equitable adjustment for stock
      splits, stock dividends, combinations, and capital reorganizations, as
      applicable), (ii) the Registration Statement has been effective for a period
      of
      45 Trading Days and remains effective or
      the
      Holder would be entitled to sell the Warrant Shares upon the exercise of the
      Warrant pursuant to the Rule 144(k) promulgated under the Securities Act
(i.e.,
      including without
      any volume limitations), (iii)
      the
      Common Stock is listed on the New York Stock Exchange, the Amercan Stock
      Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market, and
      (iv)
the
      average daily trading volume of the Common Stock over such 20 consecutive
      Trading Day period equals or exceeds 2,000,000 shares
      (the
“Mandatory
      Exercise Eligibility Date”),
      the
      Company shall have the right to require the Holder to exercise this Warrant
      in
      whole or in part, subject to Sections 1(b)(ii) and (iii) below, as designated
      in
      the Mandatory Exercise Notice (as defined below) into fully paid, validly issued
      and nonassessable shares of Common Stock in accordance with the terms of this
      Warrant at the Exercise Price as of the Mandatory Exercise Date (a “Mandatory
      Exercise”).
      The
      Company may exercise its right to require exercise under this Section 1(b)
      by
      delivering within not more than five (5) Trading Days after the Mandatory
      Exercise Eligibility Date a written notice thereof by facsimile and overnight
      courier to all, but not less than all, of the holders of Warrants and the
      Transfer Agent (the “Mandatory
      Exercise Notice”
and
      the
      date all of the holders received such notice by facsimile is referred to as
      the
“Mandatory
      Exercise Notice Date”).
      The
      Mandatory Exercise Notice shall be irrevocable. The Mandatory Exercise Notice
      shall state (i) the Trading Day selected for the Mandatory Exercise in
      accordance with this Section 1(b)(i),
      which
      Trading Day shall be at least twenty (20) Business Days but not more than sixty
      (60) Business Days following the Mandatory Exercise Notice Date (the
“Mandatory
      Exercise Date”),
      (ii)
      the aggregate number of Warrant Shares subject to Mandatory Exercise from the
      Holder and all of the holders of the Warrants pursuant to this Section 1(b)
      and
      (iii) the number of Warrant Shares to be issued to such Holder on the Mandatory
      Exercise Date.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (ii) If
      the
      Company elects to cause exercise of any amount of this Warrant pursuant to
      Section 1(b)(i), then it must simultaneously take the same action in the same
      proportion with respect to all Warrants that contain a similar provision. All
      amounts exercised by the Holder after the Mandatory Exercise Notice Date shall
      reduce the amount of this Warrant required to be converted on the Mandatory
      Exercise Date. If the Company has elected a Mandatory Exercise, the mechanics
      of
      exercise set forth in Section 1(c) shall apply, to the extent applicable, as
      if
      the Company and the Transfer Agent had received from the Holder on the Mandatory
      Exercise Date an Exercise Notice with respect to the amount of this Warrant
      being converted pursuant to the Mandatory Exercise.

    


    (iii) Notwithstanding
      anything to the contrary contained in this Section 1(b), the aggregate number
      of
      Warrants that the Company shall have the right to call at any given time under
      Section 1(b) shall be limited to a number of Warrants such that number of
      Warrant Shares issuable upon exercise of the Warrants so called does not exceed
      the total aggregate volume of the Company’s Common Stock traded over the 20
      consecutive Trading Days prior to the Mandatory Exercise Eligibility Date.
      The
      Company shall not have the right to deliver more than one Mandatory Exercise
      Notice in any ninety (90) day period.

    


    (c) Exercise
      Procedures.

    


    (i) While
      this Warrant remains outstanding and exercisable in accordance with Section
      1(a), in addition to the manner set forth in Section 1(c)(ii) below, the Holder
      may exercise this Warrant in whole or in part
      at any
      time and from time to time
      by:

    


    (A) surrender
      of this Warrant, with a duly executed copy of the Notice of Exercise attached
      as
Exhibit
      A,
      to the
      Secretary of the Company at its principal offices or at such other office or
      agency as the Company may specify in writing to the Holder; and

    


    (B) payment
      of the then
      applicable
      Exercise
      Price per share multiplied by the number of Warrant Shares being purchased
      upon
      exercise of the Warrant (such amount, the “Aggregate
      Exercise Price”)
      made
      in
      the form of cash, or by certified check, bank draft or money order payable
      in
      lawful money of the United States of America
      or in
      the form of a Cashless Exercise
      to the
      extent permitted in Section 1(c)(ii)
      below.


    
      
        
        

      

      
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    (ii) At
      any
      time when
      a
      registration statement required by the Registration Rights Agreement covering
      the resale of the Warrant Shares by the Holder is not available after the first
      anniversary of the Effective Date,
      the
      Holder may, in its sole discretion, exercise all or any part of the Warrant
      in a
“cashless” or “net-issue” exercise (a “Cashless
      Exercise”)
      by
      delivering to the Company (1) the Notice of Exercise and (2) the
      Warrant,
      pursuant to which the Holder shall surrender the right to receive upon exercise
      of this Warrant, a number of Warrant Shares having a value (as determined below)
      equal to the Aggregate Exercise Price, in which case, the number of Warrant
      Shares to be issued to the Holder upon such exercise shall be calculated using
      the following formula:

     

    X
       = Y
      * (A
      - B)

    A

    


    with: X
      =
 the
      number of Warrant Shares to be issued to the Holder

    


    Y
      = the
      number of Warrant Shares with respect to which the Warrant is being
      exercised

    


    A
      = the
      fair
      value per share of Common
      Stock on
      the
      date of exercise of this Warrant

    


    B
      = the
      then-current Exercise Price of
      the
      Warrant


    


    Solely
      for the purposes of this paragraph, “fair value” shall be determined either (A)
      reasonably and in good faith by the Board of Directors of the Company as of
      the
      date which the Notice of Exercise is deemed to have been sent to the Company,
      or
      (B) as the average of the closing sales prices, as quoted on the primary
      national or regional stock exchange on which the Common Stock is listed,
or,
      if not
      listed,
      the NASD
      OTC Bulletin Board if quoted thereon, on the twenty
      (20)
      trading
      days immediately preceding the date on which the Notice of Exercise is deemed
      to
      have been sent to the Company, whichever of (A) or (B) is greater.

    


    (iii) Upon
      the exercise
      of this
      Warrant in compliance with the provisions of this Section 1(c) or pursuant
      to a
      Mandatory Exercise Notice in accordance with Section 1(b), the Company shall
      promptly issue and cause to be delivered to the Holder a certificate for the
      Warrant Shares purchased by the Holder. Each
      exercise of this Warrant shall be effected immediately prior to the close of
      business on the date (the “Date
      of Exercise”)
      which
(x)
      the
      conditions set forth in Section 1(b) have been satisfied
      in
      connection with a Mandatory Exercise Notice or (y) the conditions set forth
      in
      Section 1(c) have been satisfied, as the case may be.
      On
      or
      before the first Business Day following the date on which the Company has
      received each of the Exercise Notice and the Aggregate Exercise Price (or notice
      of a Cashless Exercise in accordance with Section 1(c)(ii)) (the “Exercise
      Delivery Documents”),
      the
      Company shall transmit by facsimile an acknowledgment of confirmation of receipt
      of the Exercise Delivery Documents to the Holder and the Company’s transfer
      agent (the “Transfer
      Agent”).
      On or
      before the third Business Day following the date on which the Company has
      received all of the Exercise Delivery Documents (the “Share
      Delivery Date”),
      the
      Company shall (X) provided that the Transfer Agent is participating in The
      Depository Trust Company (“DTC”)
      Fast
      Automated Securities Transfer Program, upon the request of the Holder, credit
      such aggregate number of shares of Common Stock to which the Holder is entitled
      pursuant to such exercise to the Holder’s or its designee’s balance account with
      DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the
      Transfer Agent is not participating in the DTC Fast Automated Securities
      Transfer Program, issue and dispatch by overnight courier to the address as
      specified in the Exercise Notice, a certificate, registered in the Company’s
      share register in the name of the Holder or its designee, for the number of
      shares of Common Stock to which the Holder is entitled pursuant to such
      exercise. Upon delivery of the Exercise Notice and Aggregate Exercise Price
      referred to in Section
      1(c)(i)(A)
      above
      or notification to the Company of a Cashless Exercise referred to in Section
      1(c)(ii), the Holder shall be deemed for all corporate purposes to have become
      the holder of record of the Warrant Shares with respect to which this Warrant
      has been exercised, irrespective of the date of delivery of the certificates
      evidencing such Warrant Shares. If this Warrant is submitted in connection
      with
      any exercise pursuant to Section 1(a) and the number of Warrant Shares
      represented by this Warrant submitted for exercise is greater than the
actual
      number
      of
      Warrant Shares being acquired upon such an
      exercise, then the Company shall as soon as practicable and in no event later
      than three (3) Business Days after any exercise and at its own expense, issue
      a
      new Warrant (in accordance with Section 1(c))
      of like
      tenor
      representing the right to purchase the number of Warrant Shares purchasable
      immediately prior to such exercise under this Warrant, less the number of
      Warrant Shares with respect to which this Warrant is exercised. No fractional
      shares of Common Stock are to be issued upon the exercise of this Warrant,
      but
      rather the number of shares of Common Stock to be issued shall be rounded up
      to
      the nearest whole number. The Company shall pay any and all taxes which may
      be
      payable with respect to the issuance and delivery of Warrant Shares upon
      exercise of this Warrant.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (iv) If
      the
      Company shall fail for any reason or for no reason to issue to the Holder,
      within three (3) Business Days of receipt of the Exercise Delivery Documents,
      a
      certificate for the number of shares of Common Stock to which the Holder is
      entitled and register such shares of Common Stock on the Company’s share
      register or to credit the Holder’s balance account with DTC for such number of
      shares of Common Stock to which the Holder is entitled upon the Holder’s
      exercise of this Warrant, and if on or after such Business Day the Holder
      purchases (in an open market transaction or otherwise) shares of Common Stock
      to
      deliver in satisfaction of a sale by the Holder of shares of Common Stock
      issuable upon such exercise that the Holder anticipated receiving from the
      Company (a “Buy-In”),
      then
      the Company shall, within three (3) Business Days after the Holder’s request and
      in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal
      to the Holder’s total purchase price (including brokerage commissions, if any)
      for the shares of Common Stock so purchased (the “Buy-In
      Price”),
      at
      which point the Company’s obligation to deliver such certificate (and to issue
      such shares of Common Stock) shall terminate, or (ii) promptly honor its
      obligation to deliver to the Holder a certificate or certificates representing
      such shares of Common Stock and pay cash to the Holder in an amount equal to
      the
      excess (if any) of the Buy-In Price over the product of (A) such number of
      shares of Common Stock, times (B) the closing bid price on
      the
      date of exercise. 

    


    (c) Partial
      Exercise.
      This
      Warrant shall be exercisable, either in its entirety or, from time to time,
      for
      part only of the number of Warrant Shares referenced by this Warrant. If this
      Warrant is exercised in part, the Company shall issue, at its expense, a new
      Warrant, in substantially the form of this Warrant, referencing such reduced
      number of Warrant Shares which remain subject to this Warrant.

    


    (d) Disputes.
      In the
      case of a dispute as to the determination of the Exercise Price or the
      arithmetic calculation of the Warrant Shares, the Company shall promptly issue
      to the Holder the number of Warrant Shares that are not disputed and resolve
      such dispute in accordance with Section 15.

     

    
      
        
        

      

      
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    2. ISSUANCE
      OF WARRANT SHARES

    


    (a) The
      Company covenants that all Warrant Shares will, upon issuance in accordance
      with
      the terms of this Warrant, be (i) duly authorized, fully paid and
      non-assessable, and (ii) free from all liens, charges and security interests,
      with the exception of claims arising through the acts or omissions of any Holder
      and except as arising from applicable Federal and state securities
      laws.

    


    (b) The
      Company shall register this Warrant upon records to be maintained by the Company
      for that purpose in the name of the record holder of such Warrant from time
      to
      time. The Company may deem and treat the registered Holder of this Warrant
      as
      the absolute owner thereof for the purpose of any exercise thereof, any
      distribution to the Holder thereof and for all other purposes.

    


    (c) The
      Company will not, by amendment of its certificate of incorporation, by-laws
      or
      through any reorganization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other voluntary action, avoid
      or
      seek to avoid the observance or performance of any of the terms to be observed
      or performed hereunder by the Company, but will at all times in good faith
      assist in the carrying out of all the provisions of this Warrant and in the
      taking of all the action as may be necessary or appropriate in order to protect
      the rights of the Holder to exercise this Warrant,
      or
      against impairment of such rights.

    


    3. ADJUSTMENTS
      OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT SHARES

    


    (a) The
      Exercise Price and the number of shares purchasable upon the exercise of this
      Warrant shall be subject to adjustment from time to time upon the occurrence
      of
      certain events described in this Section 3(a).

    


    (i) Subdivision
      or Combination of Stock.
      In case
      the Company shall at any time subdivide (whether
      by way of stock dividend, stock split or otherwise) its
      outstanding shares of Common Stock into a greater number of shares, the Exercise
      Price in effect immediately prior to such subdivision shall be proportionately
      reduced and
      the
      Warrant Shares shall be proportionately increased,
      and
      conversely, in case the outstanding shares of Common Stock of the Company shall
      be combined (whether
      by way of stock combination, reverse stock split or otherwise) into
      a
      smaller number of shares, the Exercise Price in effect immediately prior to
      such
      combination shall be proportionately increased
      and the
      number of Warrant Shares shall be proportionately decreased. The Exercise Price
      and the Warrant Shares, as so adjusted, shall be readjusted in the same manner
      upon the happening of any successive event or events described in this Section
      3(a)(i).

    


    (ii) Dividends
      in Stock, Property, Reclassification.
      If at
      any time, or from time to time, the Holders of Common Stock (or any shares
      of
      stock or other securities at the time receivable upon the exercise of this
      Warrant) shall have received or become entitled to receive, without payment
      therefore:

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (A) any
      shares of stock or other securities which are at any time directly or indirectly
      convertible into or exchangeable for Common Stock, or any rights or options
      to
      subscribe for, purchase or otherwise acquire any of the foregoing by way of
      dividend or other distribution, or

    


    (B) additional
      stock or other securities or property (including cash) by way of spin-off,
      split-up, reclassification, combination of shares or similar corporate
      rearrangement, (other than shares of Common Stock issued as a stock split or
      adjustments in respect of which shall be covered by the terms of Section 3(a)(i)
      above), then and in each such case, the Exercise
      Price and the number of Warrant Shares to be obtained upon exercise of this
      Warrant shall be adjusted proportionately, and the Holder
      hereof shall, upon the exercise of this Warrant, be entitled to receive, in
      addition to the number of shares of Common Stock receivable thereupon, and
      without payment of any additional consideration therefor, the amount of stock
      and other securities and property (including cash in the cases referred to
      in
      clause (ii) above) which such Holder would hold on the date of such exercise
      had
      he been the holder of record of such Common Stock as of the date on which
      holders of Common Stock received or became entitled to receive such shares
      or
      all other additional stock and other securities and property.
      The
      Exercise Price and the Warrant Shares, as so adjusted, shall be readjusted
      in
      the same manner upon the happening of any successive event or events described
      in this Section 3(a)(ii).

    


    (iii) Reorganization,
      Reclassification, Consolidation, Merger or Sale.
      If any
      recapitalization, reclassification or reorganization of the capital stock of
      the
      Company, or any consolidation or merger of the Company with another corporation,
      or the sale of all or substantially all of its assets or other
      transaction shall be effected in such a way that holders of Common Stock shall
      be entitled to receive stock, securities, or other assets or property (an
“Organic
      Change”),
      then,
      as a condition of such Organic Change, lawful and adequate provisions shall
      be
      made by the Company whereby the Holder hereof shall thereafter have the right
      to
      purchase and receive (in lieu of the shares of the Common Stock of the Company
      immediately theretofore purchasable and receivable upon the exercise of the
      rights represented by this Warrant) such shares of stock, securities or other
      assets or property as may be issued or payable with respect to or in exchange
      for a number of outstanding shares of such Common Stock equal to the number
      of
      shares of such stock immediately theretofore purchasable and receivable assuming
      the full exercise of the rights represented by this Warrant. In the event of
      any
      Organic Change, appropriate provision shall be made by the Company with respect
      to the rights and interests of the Holder of this Warrant to the end that the
      provisions hereof (including, without limitation, provisions for adjustments
      of
      the Exercise Price and of the number of shares purchasable and receivable upon
      the exercise of this Warrant) shall thereafter be applicable, in relation to
      any
      shares of stock, securities or assets thereafter deliverable upon the exercise
      hereof. The Company will not effect any such consolidation, merger or sale
      unless, prior to the consummation thereof, the successor corporation (if other
      than the Company) resulting from such consolidation or merger
      or
the
      corporation purchasing such assets shall assume by written instrument reasonably
      satisfactory in form and substance to the Holders executed and mailed or
      delivered to the registered Holder hereof at the last address of such Holder
      appearing on the books of the Company, the obligation to deliver to such Holder
      such shares of stock, securities or assets as, in accordance
      with the foregoing provisions, such Holder may be entitled to
      purchase. In
      any
      event, the successor corporation (if other than the Company) resulting from
      such
      consolidation or merger or the corporation purchasing such assets shall be
      deemed to assume such obligation to deliver to such Holder such shares of stock,
      securities or assets even in the absence of a written instrument assuming such
      obligation to the extent such assumption occurs by operation of
      law.

     

    
      
        
        

      

      
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    (b) Certificate
      as to Adjustments.
      Upon
      the occurrence of each adjustment or readjustment pursuant to this Section
      3,
      the Company at its expense shall promptly compute such adjustment or
      readjustment in accordance with the terms hereof and furnish to each Holder
      of
      this Warrant a certificate setting forth such adjustment or readjustment and
      showing in detail the facts upon which such adjustment or readjustment is based.
      The Company shall
      promptly furnish
      or cause to be furnished to such Holder a like certificate setting forth: (i)
      such adjustments and readjustments; and (ii) the number of shares and the
      amount, if any, of other property which at the time would be received upon
      the
      exercise of the Warrant.

    


    (c) Certain
      Events.
      If any
      event occurs as to which the other provisions of this Section 3 are not strictly
      applicable but the lack of any adjustment would not fairly protect the purchase
      rights of the Holder under this Warrant in accordance with the basic intent
      and
      principles of such provisions, or if strictly applicable would not fairly
      protect the purchase rights of the Holder under this Warrant in accordance
      with
      the basic intent and principles of such provisions, then the Company's Board
      of
      Directors will, in good faith, make an appropriate adjustment to protect the
      rights of the Holder; provided, however, that no such adjustment pursuant to
      this Section 3(c) will increase the Exercise Price or decrease the number of
      Warrant Shares as otherwise determined pursuant to this Section 3.

    


    (d) Adjustment
      of Exercise Price Upon Issuance of Additional Shares of Common
      Stock.
      In the
      event
      the
      Company shall at any time prior to the eighteenth month anniversary of the
      Effective Date issue Additional Shares of Common Stock, as defined below,
      without consideration or for a consideration per share less than the Exercise
      Price in effect immediately prior to such issue, then the Exercise Price shall
      be reduced, concurrently with such issue, to a price (calculated to the nearest
      cent) determined by multiplying such Exercise Price by a fraction, (A) the
      numerator of which shall be (1) the number of shares of Common Stock outstanding
      immediately prior to such issue plus (2) the number of shares of Common Stock
      which the aggregate consideration received or to be received by the Company
      for
      the total number of Additional Shares of Common Stock so issued would purchase
      at such Exercise Price; and (B) the denominator of which shall be the number
      of
      shares of Common Stock outstanding immediately prior to such issue plus the
      number of such Additional Shares of Common Stock so issued; provided
      that,
      (i) for the purpose of this Section 3(d), all shares of Common Stock issuable
      upon conversion or exchange of convertible securities outstanding immediately
      prior to such issue shall be deemed to be outstanding, and (ii) the number
      of
      shares of Common Stock deemed issuable upon conversion or exchange of such
      outstanding convertible securities shall be determined without giving effect
      to
      any adjustments to the conversion or exchange price or conversion or exchange
      rate of such convertible securities resulting from the issuance of Additional
      Shares of Common Stock that is the subject of this calculation. For purposes
      of
      this Warrant, “Additional Shares of Common Stock” shall mean all shares of
      Common Stock issued by the Company after the Effective Date (including without
      limitation any shares of Common Stock issuable upon conversion or exchange
      of
      any convertible securities or upon exercise of any option or warrant, on an
      as-converted basis), other than: (i) shares of Common Stock issued or
      issuable upon conversion or exchange of any convertible securities or exercise
      of any options outstanding on the Effective Date; (ii) shares of Common
      Stock issued or issuable by reason of a dividend, stock split, split-up or
      other
      distribution on shares of Common Stock that is covered by Sections 3(a)(i)
      through 3(a)(iii) above; or (iii) shares of Common Stock (or options with
      respect thereto) issued or issuable to employees or directors of, or consultants
      to, the Company or any of its subsidiaries pursuant to a plan, agreement or
      arrangement approved by the Board of Directors of the Company. The provisions
      of
      this Section 3(d) shall not operate to increase the Exercise Price.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    4. TRANSFERS
      AND EXCHANGES OF WARRANT AND WARRANT SHARES

    


    (a) Registration
      of Transfers and Exchanges.
      Subject
      to Section 4(c), upon the Holder’s surrender of this Warrant, with a duly
      executed copy of the Assignment Notice attached as Exhibit B, to the Secretary
      of the Company at its principal offices or at such other office or agency as
      the
      Company may specify in writing to the Holder, the Company shall register the
      transfer of all or any portion of this Warrant. Upon such registration of
      transfer the Company shall issue a new Warrant, in substantially the form of
      this Warrant, evidencing the acquisition rights transferred to the transferee
      and a new Warrant, in similar form, evidencing the remaining acquisition rights
      not transferred, to the Holder requesting the transfer.

    


    (b) Warrant
      Exchangeable for Different Denominations.
      The
      Holder may exchange this Warrant for a new Warrant or Warrants, in substantially
      the form of this Warrant, evidencing in the aggregate the right to purchase
      the
      number of Warrant Shares which may then be purchased hereunder, each of such
      new
      Warrants to be dated the date of such exchange and to represent the right to
      purchase such number of Warrant Shares as shall be designated by the Holder.
      The
      Holder shall surrender this Warrant with duly executed instructions regarding
      such

    re-certification
      of this Warrant to the Secretary of the Company at its principal offices or
      at
      such other office or agency as the Company may specify in writing to the
      Holder.

    


    (c) Restrictions
      on Transfers.
      This
      Warrant may not be transferred at any time without (i) registration under the
      Securities Act or (ii) an exemption from such registration and a written opinion
      of legal counsel addressed to the Company that the proposed transfer of the
      Warrant may be effected without registration under the Securities Act, which
      opinion will be in form and from counsel reasonably satisfactory to the
      Company.

    


    (d) Permitted
      Transfers and Assignments.
      Notwithstanding any provision to the contrary in this Section 4, the Holder
      may
      transfer, with or without consideration, this Warrant or any of the Warrant
      Shares (or a portion thereof) to the Holder’s Affiliates without obtaining the
      opinion from counsel that may be required by Section 4(c)(ii),
      provided that the Holder delivers to the Company and its counsel certification,
      documentation, and other assurances reasonably required by Company’s counsel to
      enable Company’s counsel to render an opinion to the Company’s Transfer Agent
      that such transfer does not violate applicable securities laws.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    5. MUTILATED
      OR MISSING WARRANT CERTIFICATE

    


    If
      this
      Warrant is mutilated, lost, stolen or destroyed, upon request by the Holder,
      the
      Company will,
      at its
      expense,
      issue,
      in exchange for and upon cancellation of the mutilated Warrant, or in
      substitution for the lost, stolen or destroyed Warrant, a new Warrant, in
      substantially the form of this Warrant, representing the right to acquire the
      equivalent number of Warrant Shares, provided however, as a prerequisite to
      the
      issuance of a substitute Warrant, the Company may require satisfactory evidence
      of loss, theft or destruction as well as an indemnity from the Holder of a
      lost,
      stolen or destroyed Warrant.

    


    6. PAYMENT
      OF TAXES

    


    The
      Company will pay all transfer and stock issuance taxes attributable to the
      preparation, issuance and delivery of this Warrant and the Warrant Shares
(and
      replacement Warrants) including,
      without limitation, all documentary and stamp taxes;
      provided, however, that the Company shall not be required to pay any tax in
      respect of the transfer of this Warrant, or the issuance or delivery of
      certificates for Warrant Shares or other securities in respect of the Warrant
      Shares to any person or entity other than to the Holder or its
      transferee.

    


    7. FRACTIONAL
      WARRANT SHARES

    


    No
      fractional Warrant Shares shall be issued upon exercise of this Warrant. The
      Company, in lieu of issuing any fractional Warrant Share, shall round up the
      number of Warrant Shares issuable to nearest whole share.

    


    8. NO
      STOCK
      RIGHTS AND LEGEND

    


    No
      holder
      of this Warrant, as such, shall be entitled to vote or be deemed the holder
      of
      any other securities of the Company which may at any time be issuable on the
      exercise hereof, nor shall anything contained herein be construed to confer
      upon
      the holder of this Warrant, as such, the rights of a stockholder of the Company
      or the right to vote for the election of directors or upon any matter submitted
      to stockholders at any meeting thereof,
      or give
      or withhold consent to any corporate action or to receive notice of meetings
      or
      other actions affecting stockholders (except as provided herein), or to receive
      dividends or subscription rights or otherwise (except as provide
      herein).

    


    Each
      certificate for Warrant Shares initially issued upon the exercise of this
      Warrant Certificate, and each certificate for Warrant Shares issued to any
      subsequent transferee of any such certificate, shall be stamped or otherwise
      imprinted with a legend in substantially the following form:

    


    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS,
      AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
      PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
      WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
      SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE
      COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
      COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
      SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
      CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
      APPLICABLE STATE SECURITIES LAWS.”

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    9. REGISTRATION
      UNDER THE SECURITIES ACT OF 1933

    


    The
      Company agrees to register the Warrant Shares for resale under the Securities
      Act on the terms and subject to the conditions set forth in the Registration
      Rights Agreement between the Company and each of the Investors party to the
      Subscription Agreement, pursuant to which this Warrant was issued.

    


    10. NOTICES

    


    All
      notices, consents, waivers, and other communications under this Warrant must
      be
      in writing and will be deemed given to a party when (a) delivered to the
      appropriate address by hand or by nationally recognized overnight courier
      service (costs prepaid); (b) sent by facsimile or e-mail with confirmation
      of
      transmission by the transmitting equipment; (c) received or rejected by the
      addressee, if sent by certified mail, return receipt requested, if to the
      registered Holder hereof; or (d) seven days after the placement of the notice
      into the mails (first class postage prepaid), to the Holder at the address,
      facsimile number, or e-mail address furnished by the registered Holder to the
      Company in accordance with the Subscription Agreement, or if to the Company,
      to
      it at 500 Third Street, Suite 260, San Francisco, CA 94107, Attention: Michael
      Downing (or to such other address, facsimile number, or e-mail address
      as the
      Holder or the Company as a party may designate by notice the other party) with
      a
      copy to McGuireWoods LLP, 1345 Avenue of the Americas, 7th
      Floor,
      New York, New York 10105, Attention Louis W. Zehil.

    


    11. SEVERABILITY

    


    If
      a
      court of competent jurisdiction holds any provision of this Warrant invalid
      or
      unenforceable, the other provisions of this Warrant will remain in full force
      and effect. Any provision of this Warrant held invalid or unenforceable only
      in
      part or degree will remain in full force and effect to the extent not held
      invalid or unenforceable.

    


    12. BINDING
      EFFECT

    


    This
      Warrant shall be binding upon and inure to the sole and exclusive benefit of
      the
      Company, its successors and assigns, the registered Holder or Holders from
      time
      to time of this Warrant and the Warrant Shares.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    13. SURVIVAL
      OF RIGHTS AND DUTIES

    


    This
      Warrant shall terminate and be of no further force and effect on the earlier
      of
      5:00 P.M., Eastern Daylight Time, on the Expiration Date or the date on which
      this Warrant has been exercised.

    


    14. GOVERNING
      LAW

    


    This
      Warrant will be governed by and construed under the laws of the State of
New
      York
      without
      regard to conflicts of laws principles that would require the application of
      any
      other law.

    


    15. DISPUTE
      RESOLUTION

    


    In
      the
      case of a dispute as to the determination of the Exercise Price or the
      arithmetic calculation of the Warrant Shares, the Company shall submit the
      disputed determinations or arithmetic calculations via facsimile within two
      Business Days of receipt of the Exercise Notice giving rise to such dispute,
      as
      the case may be, to the Holder. If the Holder and the Company are unable to
      agree upon such determination or calculation of the Exercise Price or the
      Warrant Shares within three Business Days of such disputed determination or
      arithmetic calculation being submitted to the Holder, then the Company shall,
      within two Business Days submit via facsimile (a) the disputed determination
      of
      the Exercise Price to an independent, reputable investment bank selected by
      the
      Company and approved by the Holder or (b) the disputed arithmetic calculation
      of
      the Warrant Shares to the Company’s independent, outside accountant. The Company
      shall cause at its expense the investment bank or the accountant, as the case
      may be, to perform the determinations or calculations and notify the Company
      and
      the Holder of the results no later than ten (10) Business Days from the time
      it
      receives the disputed determinations or calculations. Such investment bank’s or
      accountant’s determination or calculation, as the case may be, shall be binding
      upon all parties absent demonstrable error. 

    


    16. NOTICES
      OF
      RECORD
      DATE

    


    Upon
      (a)
      any establishment
      by the
      Company of a record date of the holders of any class of securities for the
      purpose of determining the holders thereof who are entitled to receive any
      dividend or other distribution, or right or option to acquire securities of
      the
      Company, or any other right, or (b) any capital reorganization,
      reclassification, recapitalization, merger or consolidation of the Company
      with
      or into any other corporation, any transfer of all or substantially all the
      assets of the Company, or any voluntary or involuntary dissolution, liquidation
      or winding up of the Company, or the sale, in a single transaction, of a
      majority of the Company’s voting stock (whether newly issued, or from treasury,
      or previously issued and then outstanding, or any combination thereof), the
      Company shall mail to the Holder at least ten (10) Business Days, or such longer
      period as may be required by law, prior to the record date specified therein,
      a
      notice specifying (i) the date established as the record date for the purpose
      of
      such dividend, distribution, option or right and a description of such dividend,
      option or right, (ii) the date on which any such reorganization,
      reclassification, transfer, consolidation, merger, dissolution, liquidation
      or
      winding up, or sale is expected to become effective and (iii) the date, if
      any,
      fixed as to when the holders of record of Common Stock shall be entitled to
      exchange their shares of Common Stock for securities or other property
      deliverable upon such reorganization, reclassification, transfer, consolation,
      merger, dissolution, liquidation or winding up.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    17. RESERVATION
      OF SHARES

    


    The
      Company
      shall reserve and keep available out of its authorized but unissued shares
      of
      Common Stock
      for
      issuance upon the exercise of this Warrant, free from preemptive rights, such
      number of shares of Common Stock for which this Warrant shall from time to
      time
      be exercisable.

    


    18. NO
      THIRD
PARTY
      RIGHTS

    


    This
      Warrant is
      not
      intended, and will not be construed, to create any rights in any parties other
      than the Company
      and
      the Holder, and no person or entity may assert any rights as third-party
      beneficiary hereunder.

    


    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be executed by


    its
      officer thereunto duly authorized as of the date hereof.

     

    
      	 	 	 
	 	GoFish
              Corporation
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Name: Louis W. Zehil

              Title: Secretary

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    EXERCISE
      FORM

    


    (To
      be
      executed by the Holder of Warrant if such Holder

    desires
      to exercise Warrant)

    


    To
      GoFish
      Corporation:

    


    The
      undersigned hereby irrevocably elects to exercise this Warrant and to purchase
      thereunder, ___________________ full shares of GoFish Corporation common stock
      issuable upon exercise of the Warrant and delivery of:

    


    (1) $_________
      (in cash as provided for in the foregoing Warrant) and any applicable taxes
      payable by the undersigned pursuant to such Warrant; and

    


    (2) __________
      shares of Common Stock (pursuant to a Cashless Exercise in accordance with
      Section 1(c)(ii) of the Warrant) (check here if the undersigned desires to
      deliver an unspecified number of shares to be equal the number sufficient to
      effect a Cashless Exercise [___]).

    


    The
      undersigned requests that certificates for such shares be issued in the name
      of:

    


    _________________________________________

    (Please
      print name, address and social security or federal employer

    identification
      number (if applicable))

    


    _________________________________________

    


    _________________________________________

    


    If
      the
      shares issuable upon this exercise of the Warrant are not all of the Warrant
      Shares which the Holder is entitled to acquire upon the exercise of the Warrant,
      the undersigned requests that a new Warrant evidencing the rights not so
      exercised be issued in the name of and delivered to:

    


    _________________________________________

    (Please
      print name, address and social security or federal employer

    identification
      number (if applicable))

    


    _________________________________________

    


    _________________________________________

     

    Name
      of
      Holder (print): ________________________

    (Signature):
      ___________________________________

    (By):   
      _______________________________________

    (Title):
      _______________________________________

    Dated:
      _______________________________________

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

    


    FORM
      OF
      ASSIGNMENT

    


    FOR
      VALUE
      RECEIVED, ___________________________________ hereby sells, assigns and
      transfers to each assignee set forth below all of the rights of the undersigned
      under the Warrant (as defined in and evidenced by the attached Warrant) to
      acquire the number of Warrant Shares set opposite the name of such assignee
      below and in and to the foregoing Warrant with respect to said acquisition
      rights and the shares of GoFish Corporation issuable upon exercise of the
      Warrant:

     

    
      
        	
                Name
                  of Assignee

              	 	
                Address

              	 	
                Number
                  of Shares

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

    

     

    If
      the
      total of the Warrant Shares are not all of the Warrant Shares evidenced by
      the
      foregoing Warrant, the undersigned requests that a new Warrant evidencing the
      right to acquire the Warrant Shares not so assigned be issued in the name of
      and
      delivered to the undersigned.

     

    Name
      of
      Holder (print): ________________________

    (Signature):
      ___________________________________

    (By):
      _________________________________________

    (Title):
      ________________________________________

    Dated:
      ________________________________________