Unassociated Document


    Exhibit
      4.4

     

    NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
      BY SUCH SECURITIES.

     

     

    GOFISH
      CORPORATION

     

    WARRANT

     

    
      	Warrant No. ___Original
              Issue	
              Date:
                June __,
                2007

            


    

     

    GoFish
      Corporation,
      a
      Nevada corporation (the "Company"),
      hereby
      certifies that, for value received, _____________ or its registered assigns
      (the
"Holder"),
      is
      entitled to purchase from the Company up to a total of ___________ shares of
      Common Stock (each such share, a "Warrant
      Share"
      and all
      such shares, the "Warrant
      Shares"),
      at any
      time and from time to time from
      and
      after the one year anniversary of the Original Issue Date
      and
      through and including June ___, 2013 (the "Expiration
      Date"),
      and
      subject to the following terms and conditions:

     

    1.  Definitions.
      As used
      in this Warrant, the following terms shall have the respective definitions
      set
      forth in this Section 1. Capitalized terms that are used and not defined in
      this
      Warrant that are defined in the Purchase Agreement (as defined below) shall
      have
      the respective definitions set forth in the Purchase Agreement.

     

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

     

    “Common
      Stock”
      means
      the common stock of the Company, $0.001 par value per share, and any securities
      into which such common stock may hereafter be reclassified.

     

    "Exercise
      Price" means
      $1.75, subject to adjustment in accordance with Section 9.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Fundamental
      Transaction"
      means
      any of the following: (1) the Company effects any merger or consolidation of
      the
      Company with or into another Person, (2) the Company effects any sale of all
      or
      substantially all of its assets in one or a series of related transactions,
      (3)
      any tender offer or exchange offer (whether by the Company or another Person)
      is
      completed pursuant to which holders of Common Stock are permitted to tender
      or
      exchange their shares for other securities, cash or property, or (4) the Company
      effects any reclassification of the Common Stock or any compulsory share
      exchange pursuant to which the Common Stock is effectively converted into or
      exchanged for other securities, cash or property.

     

    “Original
      Issue Date”
      means
      the Original Issue Date first set forth on the first page of this
      Warrant.

     

    “New
      York Courts”
      means
      the state and federal courts sitting in the City of New York, Borough of
      Manhattan.

     

    "Purchase
      Agreement"
      means
      the Purchase Agreement, dated June 7, 2007, to which the Company and the
      original Holder are parties.

     

    “Trading
      Day”
      means
      (i) a day on which the Common Stock is traded on an Eligible Market, or (ii)
      if
      the Common Stock is not listed on an Eligible Market, a day on which the Common
      Stock is traded in the over-the-counter market, as reported by the OTC Bulletin
      Board or the Pink Sheets LLC, or (iii) if the Common Stock is not quoted on
      the
      OTC Bulletin Board, a day on which the Common Stock is quoted in the
      over-the-counter market as reported by the Pink Sheets LLC (or any similar
      organization or agency succeeding to its functions of reporting prices);
      provided, that in the event that the Common Stock is not listed or quoted as
      set
      forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business
      Day.

     

    2.  Registration
      of Warrant.
      The
      Company shall register this Warrant upon records to be maintained by the Company
      for that purpose (the "Warrant
      Register"),
      in the
      name of the record Holder hereof from time to time. The Company may deem and
      treat the registered Holder of this Warrant as the absolute owner hereof for
      the
      purpose of any exercise hereof or any distribution to the Holder, and for all
      other purposes, absent actual notice to the contrary.

     

    3.  Registration
      of Transfers.
      Subject
      to the transfer restrictions set forth in the Purchase Agreement, the Company
      shall register the transfer of any portion of this Warrant in the Warrant
      Register, upon surrender of this Warrant, with the Form of Assignment attached
      hereto duly completed and signed, to the Company at its address specified
      herein. Upon any such registration or transfer, a new Warrant to purchase Common
      Stock, in substantially the form of this Warrant (any such new Warrant, a
"New
      Warrant"),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a holder
      of a Warrant. 

     

    4.  Exercise
      and Duration of Warrants.
      This
      Warrant shall be exercisable by the registered Holder at any time and from
      time
      to time from and after the one year anniversary of the Original Issue Date
      through and including the Expiration Date. At 6:30 p.m., New York City time
      on
      the Expiration Date, the portion of this Warrant not exercised prior thereto
      shall be and become void and of no value. The Company may not call or redeem
      any
      portion of this Warrant without the prior written consent of the affected
      Holder. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    5.  Delivery
      of Warrant Shares.

     

    (a)  To
      effect
      exercises hereunder, the Holder shall not be required to physically surrender
      this Warrant unless the aggregate Warrant Shares represented by this Warrant
      is
      being exercised. Upon delivery of the Exercise Notice (in the form attached
      hereto) to the Company (with the attached Warrant Shares Exercise Log) at its
      address for notice set forth herein and upon payment of the Exercise Price
      multiplied by the number of Warrant Shares that the Holder intends to purchase
      hereunder, the Company shall promptly (but in no event later than three Trading
      Days after the Date of Exercise (as defined herein)) issue and deliver to the
      Holder, a certificate for the Warrant Shares issuable upon such exercise, which,
      unless otherwise required by the Purchase Agreement, shall be free of
      restrictive legends. The Company shall, upon request of the Holder and
      subsequent to the date on which a registration statement covering the resale
      of
      the Warrant Shares has been declared effective by the Securities and Exchange
      Commission, use its reasonable best efforts to deliver Warrant Shares hereunder
      electronically through the Depository Trust Corporation or another established
      clearing corporation performing similar functions, if available, provided,
      that,
      the Company may, but will not be required to change its transfer agent if its
      current transfer agent cannot deliver Warrant Shares electronically through
      the
      Depository Trust Corporation. A "Date
      of Exercise"
      means
      the date on which the Holder shall have delivered to the Company: (i) the
      Exercise Notice (with the Warrant Exercise Log attached to it), appropriately
      completed and duly signed and (ii) if such Holder is not utilizing cashless
      exercise to the extent permitted by this Warrant, payment of the Exercise Price
      for the number of Warrant Shares so indicated by the Holder to be
      purchased.

     

    (b)  If
      by the
      third Trading Day after a Date of Exercise the Company fails to deliver the
      required number of Warrant Shares in the manner required pursuant to Section
      5(a), then the Holder will have the right to rescind such exercise.

     

    (c)  If
      by the
      third Trading Day after a Date of Exercise the Company fails to deliver the
      required number of Warrant Shares in the manner required pursuant to Section
      5(a), and if after such third Trading Day and prior to the receipt of such
      Warrant Shares, the Holder (or someone on the Holder’s behalf) purchases (in an
      open market transaction or otherwise) shares of Common Stock to deliver in
      satisfaction of a sale by the Holder of the Warrant Shares which the Holder
      anticipated receiving upon such exercise (a "Buy-In"),
      then
      the Company shall (1) pay in cash to the Holder the amount by which (x) the
      Holder's total purchase price (including brokerage commissions, if any) for
      the
      shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (A) the number of Warrant Shares that the Company was required
      to
      deliver to the Holder in connection with the exercise at issue by (B) the
      closing bid price of the Common Stock on the Date of Exercise and (2) at the
      option of the Holder, either reinstate the portion of the Warrant and equivalent
      number of Warrant Shares for which such exercise was not honored or deliver
      to
      the Holder the number of shares of Common Stock that would have been issued
      had
      the Company timely complied with its exercise and delivery obligations
      hereunder. The Holder shall provide the Company written notice indicating the
      amounts payable to the Holder in respect of the Buy-In. For example, if the
      Investor purchases Common Stock having a total purchase price of $11,000 to
      cover a Buy-In with respect to an attempted exercise of this Warrant with
      respect to which the actual sale price of the Warrant Shares (including any
      brokerage commissions) giving rise to such purchase obligation was a total
      of
      $10,000 under clause (1) of the immediately preceding sentence, the Company
      shall be required to pay the Investor $1,000. Nothing herein shall limit an
      Investor’s right to pursue any other remedies available to it hereunder, at law
      or in equity including, without limitation, a decree of specific performance
      and/or injunctive relief with respect to the Company’s failure to timely deliver
      certificates representing shares of Common Stock upon exercise of this Warrant
      as required pursuant to the terms hereof. 

     

    
      
        
        

      

      
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    (d)  The
      Company's obligations to issue and deliver Warrant Shares in accordance with
      the
      terms hereof are absolute and unconditional, irrespective of any action or
      inaction by the Holder to enforce the same, any waiver or consent with respect
      to any provision hereof, the recovery of any judgment against any Person or
      any
      action to enforce the same, or any setoff, counterclaim, recoupment, limitation
      or termination, or any breach or alleged breach by the Holder or any other
      Person of any obligation to the Company or any violation or alleged violation
      of
      law by the Holder or any other Person, and irrespective of any other
      circumstance which might otherwise limit such obligation of the Company to
      the
      Holder in connection with the issuance of Warrant Shares. Nothing herein shall
      limit a Holder's right to pursue any other remedies available to it hereunder,
      at law or in equity including, without limitation, a decree of specific
      performance and/or injunctive relief with respect to the Company's failure
      to
      timely deliver certificates representing Warrant Shares upon exercise of the
      Warrant as required pursuant to the terms hereof.

     

    6.  Charges,
      Taxes and Expenses.
      Issuance and delivery of Warrant Shares upon exercise of this Warrant shall
      be
      made without charge to the Holder for any issue or transfer tax, withholding
      tax, transfer agent fee or other incidental tax or expense in respect of the
      issuance of such certificates, all of which taxes and expenses shall be paid
      by
      the Company; provided, however, that the Company shall not be required to pay
      any tax which may be payable in respect of any transfer involved in the
      registration of any certificates for Warrant Shares or Warrants in a name other
      than that of the Holder. The Holder shall be responsible for all other tax
      liability that may arise as a result of holding or transferring this Warrant
      or
      receiving Warrant Shares upon exercise hereof.

     

    7.  Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and customary and reasonable indemnity (which shall not
      include a surety bond), if requested. Applicants for a New Warrant under such
      circumstances shall also comply with such other reasonable regulations and
      procedures and pay such other reasonable third-party costs as the Company may
      prescribe. If a New Warrant is requested as a result of a mutilation of this
      Warrant, then the Holder shall deliver such mutilated Warrant to the Company
      as
      a condition precedent to the Company’s obligation to issue the New
      Warrant.

     

    8.  Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares which
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of Persons other
      than the Holder (taking into account the adjustments and restrictions of Section
      9). The Company covenants that all Warrant Shares so issuable and deliverable
      shall, upon issuance and the payment of the applicable Exercise Price in
      accordance with the terms hereof, be duly and validly authorized, issued and
      fully paid and nonassessable.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    9.  Certain
      Adjustments.
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this Section
      9.

     

    (a)  Stock
      Dividends and Splits.
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) subdivides
      outstanding shares of Common Stock into a larger number of shares, or (iii)
      combines outstanding shares of Common Stock into a smaller number of shares,
      then in each such case the Exercise Price shall be multiplied by a fraction
      of
      which the numerator shall be the number of shares of Common Stock outstanding
      immediately before such event and of which the denominator shall be the number
      of shares of Common Stock outstanding immediately after such event. Any
      adjustment made pursuant to clause (i) of this paragraph shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution, and any adjustment pursuant to clause
      (ii) or (iii) of this paragraph shall become effective immediately after the
      effective date of such subdivision or combination.

     

    (b)  Fundamental
      Transactions.
      If, at
      any time while this Warrant is outstanding there is a Fundamental Transaction,
      then the Holder shall have the right thereafter to receive, upon exercise of
      this Warrant, the same amount and kind of securities, cash or property as it
      would have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental Transaction,
      the holder of the number of Warrant Shares then issuable upon exercise in full
      of this Warrant (the "Alternate
      Consideration").
      For
      purposes of any such exercise, the determination of the Exercise Price shall
      be
      appropriately adjusted to apply to such Alternate Consideration based on the
      amount of Alternate Consideration issuable in respect of one share of Common
      Stock in such Fundamental Transaction, and the Company shall apportion the
      Exercise Price among the Alternate Consideration in a reasonable manner
      reflecting the relative value of any different components of the Alternate
      Consideration. If holders of Common Stock are given any choice as to the
      securities, cash or property to be received in a Fundamental Transaction, then
      the Holder shall be given the same choice as to the Alternate Consideration
      it
      receives upon any exercise of this Warrant following such Fundamental
      Transaction. At the Holder's request, any successor to the Company or surviving
      entity in such Fundamental Transaction shall issue to the Holder a new warrant
      substantially in the form of this Warrant and consistent with the foregoing
      provisions and evidencing the Holder's right to purchase the Alternate
      Consideration for the aggregate Exercise Price upon exercise thereof. The terms
      of any agreement pursuant to which a Fundamental Transaction is effected shall
      include terms requiring any such successor or surviving entity to comply with
      the provisions of this paragraph (b) and insuring that the Warrant (or any
      such
      replacement security) will be similarly adjusted upon any subsequent transaction
      analogous to a Fundamental Transaction.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    (c)  Subsequent
      Equity Sales.

     

    (i)  If
      at any
      time while this Warrant is outstanding, the Company or any subsidiary thereof,
      as applicable, shall issue or enter into any agreement or understanding to
      issue
      shares of Common Stock or Common Stock Equivalents entitling any Person to
      acquire shares of Common Stock, at a price per share less than the Exercise
      Price (if the holder of the Common Stock or Common Stock Equivalent so issued
      shall at any time, whether by operation of purchase price adjustments, reset
      provisions, floating conversion, exercise or exchange prices or otherwise,
      or
      due to warrants, options or rights issued in connection with such issuance,
      be
      entitled to receive shares of Common Stock at a price less than the Exercise
      Price, such issuance shall be deemed to have occurred for less than the Exercise
      Price), then, the Exercise Price shall automatically be reduced to equal such
      lower price. Such adjustment shall be made whenever such Common Stock or Common
      Stock Equivalents are issued. The Company shall notify the Holder in writing,
      no
      later than the Trading Day following the issuance of any Common Stock or Common
      Stock Equivalent subject to this section, indicating therein the applicable
      issuance price, or of applicable reset price, exchange price, conversion price
      and other pricing terms, but failure to provide such notice will not delay
      or
      affect the reduction of the Exercise Price. If, while this Warrant is
      outstanding, the Company enters into any agreement or understanding to issue
      or
      sell securities that would trigger an adjustment to the Exercise Price, then
      notwithstanding the fact that such actual issuance of Common Stock or Common
      Stock Equivalents occurs after the term of the Warrant, such issuance will
      be
      treated as if it had occurred prior to the expiration of the Warrant term.
      

     

    (ii)  For
      purposes of this subsection 9(c), the following subsections (c)(ii)(l) to
      (c)(ii)(6) shall also be applicable:

     

    (1)  Issuance
      of Rights or Options.
      If at
      any time the Company shall in any manner grant (directly and not by assumption
      in a merger or otherwise) any warrants or other rights to subscribe for or
      to
      purchase, or any options for the purchase of, Common Stock or any stock or
      security convertible into or exchangeable for Common Stock (such warrants,
      rights or options being called “Options”
      and such
      convertible or exchangeable stock or securities being called “Convertible
      Securities”)
      whether
      or not such Options or the right to convert or exchange any such Convertible
      Securities are immediately exercisable, and the price per share for which Common
      Stock is issuable upon the exercise of such Options or upon the conversion
      or
      exchange of such Convertible Securities (determined by dividing (i) the sum
      (which sum shall constitute the applicable consideration) of (x) the total
      amount, if any, received or receivable by the Company as consideration for
      the
      granting of such Options, plus (y) the aggregate amount of additional
      consideration payable to the Company upon the exercise of all such Options,
      plus
      (z), in the case of such Options which relate to Convertible Securities, the
      aggregate amount of additional consideration, if any, payable upon the issue
      or
      sale of such Convertible Securities and upon the conversion or exchange thereof,
      by (ii) the total maximum number of shares of Common Stock issuable upon the
      exercise of such Options or upon the conversion or exchange of all such
      Convertible Securities issuable upon the exercise of such Options) shall be
      less
      than the Exercise Price in effect immediately prior to the time of the granting
      of such Options, then the total number of shares of Common Stock issuable upon
      the exercise of such Options or upon conversion or exchange of the total amount
      of such Convertible Securities issuable upon the exercise of such Options shall
      be deemed to have been issued for such price per share as of the date of
      granting of such Options or the issuance of such Convertible Securities and
      thereafter shall be deemed to be outstanding for purposes of adjusting the
      Exercise Price. Except as otherwise provided in subsection 9(c)(ii)(3), no
      adjustment of the Exercise Price shall be made upon the actual issue of such
      Common Stock or of such Convertible Securities upon exercise of such Options
      or
      upon the actual issue of such Common Stock upon conversion or exchange of such
      Convertible Securities. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (2)  Issuance
      of Convertible Securities.
      If the
      Company shall in any manner issue (directly and not by assumption in a merger
      or
      otherwise) or sell any Convertible Securities, whether or not the rights to
      exchange or convert any such Convertible Securities are immediately exercisable,
      and the price per share for which Common Stock is issuable upon such conversion
      or exchange (determined by dividing (i) the sum (which sum shall constitute
      the
      applicable consideration) of (x) the total amount received or receivable by
      the
      Company as consideration for the issue or sale of such Convertible Securities,
      plus (y) the aggregate amount of additional consideration, if any, payable
      to
      the Company upon the conversion or exchange thereof, by (ii) the total number
      of
      shares of Common Stock issuable upon the conversion or exchange of all such
      Convertible Securities) shall be less than the Exercise Price in effect
      immediately prior to the time of such issue or sale, then the total maximum
      number of shares of Common Stock issuable upon conversion or exchange of all
      such Convertible Securities shall be deemed to have been issued for such price
      per share as of the date of the issue or sale of such Convertible Securities
      and
      thereafter shall be deemed to be outstanding for purposes of adjusting the
      Exercise Price, provided that (a) except as otherwise provided in subsection
      9(c)(ii)(3), no adjustment of the Exercise Price shall be made upon the actual
      issuance of such Common Stock upon conversion or exchange of such Convertible
      Securities and (b) no further adjustment of the Exercise Price shall be made
      by
      reason of the issue or sale of Convertible Securities upon exercise of any
      Options to purchase any such Convertible Securities for which adjustments of
      the
      Exercise Price have been made pursuant to the other provisions of subsection
      9(c).

     

    (3)  Change
      in Option Price or Conversion Rate.
      Upon
      the happening of any of the following events, namely, if the purchase price
      provided for in any Option referred to in subsection 9(c)(ii)(l) hereof, the
      additional consideration, if any, payable upon the conversion or exchange of
      any
      Convertible Securities referred to in subsections 9(c)(ii)(l) or 9(c)(ii)(2),
      or
      the rate at which Convertible Securities referred to in subsections 9(c)(ii)(l)
      or 9(c)(ii)(2) are convertible into or exchangeable for Common Stock shall
      change at any time (including, but not limited to, changes under or by reason
      of
      provisions designed to protect against dilution), the Exercise Price in effect
      at the time of such event shall forthwith be readjusted to the Exercise Price
      which would have been in effect at such time had such Options or Convertible
      Securities still outstanding provided for such changed purchase price,
      additional consideration or conversion rate, as the case may be, at the time
      initially granted, issued or sold. On the termination of any Option for which
      any adjustment was made pursuant to this subsection 9(c) or any right to convert
      or exchange Convertible Securities for which any adjustment was made pursuant
      to
      this subsection 9(c) (including without limitation upon the redemption or
      purchase for consideration of such Convertible Securities by the Company),
      the
      Exercise Price then in effect hereunder shall forthwith be changed to the
      Exercise Price which would have been in effect at the time of such termination
      had such Option or Convertible Securities, to the extent outstanding immediately
      prior to such termination, never been issued.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (4)  Stock
      Dividends.
      Subject
      to the provisions of this Section 9(c), if the Company shall declare a dividend
      or make any other distribution upon any stock of the Company (other than the
      Common Stock) payable in Common Stock, Options or Convertible Securities, then
      any Common Stock, Options or Convertible Securities, as the case may be,
      issuable in payment of such dividend or distribution shall be deemed to have
      been issued or sold without consideration.

     

    (5)  Consideration
      for Stock.
      If any
      shares of Common Stock, Options or Convertible Securities shall be issued or
      sold for cash, the consideration received therefor shall be deemed to be the
      net
      amount received by the Company therefor, after deduction therefrom of any
      expenses incurred or any underwriting commissions or concessions paid or allowed
      by the Company in connection therewith. If any shares of Common Stock, Options
      or Convertible Securities shall be issued or sold for a consideration other
      than
      cash, the amount of the consideration other than cash received by the Company
      shall be deemed to be the fair value of such consideration as determined in
      good
      faith by the Board of Directors of the Company, after deduction of any expenses
      incurred or any underwriting commissions or concessions paid or allowed by
      the
      Company in connection therewith. If any Options shall be issued in connection
      with the issue and sale of other securities of the Company, together comprising
      one integral transaction in which no specific consideration is allocated to
      such
      Options by the parties thereto, such Options shall be deemed to have been issued
      for such consideration as determined in good faith by the Board of Directors
      of
      the Company. If Common Stock, Options or Convertible Securities shall be issued
      or sold by the Company and, in connection therewith, other Options or
      Convertible Securities (the “Additional
      Rights”)
      are
      issued, then the consideration received or deemed to be received by the Company
      shall be reduced by the fair market value of the Additional Rights (as
      determined using the Black-Scholes option pricing model or another method
      mutually agreed to by the Company and the Holder). The Board of Directors of
      the
      Company shall respond promptly, in writing, to an inquiry by the Holders as
      to
      the fair market value of the Additional Rights. In the event that the Board
      of
      Directors of the Company and the Holders are unable to agree upon the fair
      market value of the Additional Rights, the Company and the Holders shall jointly
      select an appraiser, who is experienced in such matters. The decision of such
      appraiser shall be final and conclusive, and the cost of such appraiser shall
      be
      borne evenly by the Company and the Holder.

     

    (6)  Record
      Date.
      If the
      Company shall take a record of the holders of its Common Stock for the purpose
      of entitling them (i) to receive a dividend or other distribution payable in
      Common Stock, Options or Convertible Securities or (ii) to subscribe for or
      purchase Common Stock, Options or Convertible Securities, then such record
      date
      shall be deemed to be the date of the issue or sale of the shares of Common
      Stock deemed to have been issued or sold upon the declaration of such dividend
      or the making of such other distribution or the date of the granting of such
      right of subscription or purchase, as the case may be.

     

    (iii)  Notwithstanding
      the foregoing, no adjustment will be made under this paragraph (c) in respect
      of: (i) the issuance of securities upon the exercise or conversion of any Common
      Stock or Common Stock Equivalents issued by the Company prior to the date hereof
      (but will apply to any amendments, modifications and reissuances thereof),
      or
      (ii) the grant of options or warrants, or the issuance of additional securities,
      under any duly authorized Company stock option, stock incentive plan, restricted
      stock plan or stock purchase plan whether now existing or hereafter approved
      by
      the Company and its stockholders (as applicable) in the future (but not as
      to
      any amendments or other modifications to the exercise price set forth therein)
      and the issuance of Common Stock in respect thereof.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (d)  Number
      of Warrant Shares.
      Simultaneously with any adjustment to the Exercise Price pursuant to this
      Section 9, the number of Warrant Shares that may be purchased upon exercise
      of
      this Warrant shall be increased or decreased proportionately, so that after
      such
      adjustment the aggregate Exercise Price payable hereunder for the adjusted
      number of Warrant Shares shall be the same as the aggregate Exercise Price
      in
      effect immediately prior to such adjustment.

     

    (e)  Calculations.
      All
      calculations under this Section 9 shall be made to the nearest cent or the
      nearest 1/100th
      of a
      share, as applicable. The number of shares of Common Stock outstanding at any
      given time shall not include shares owned or held by or for the account of
      the
      Company, and the disposition of any such shares shall be considered an issue
      or
      sale of Common Stock.

     

    (f)  Notice
      of Adjustments.
      Upon
      the occurrence of each adjustment pursuant to this Section 9, the Company at
      its
      expense will promptly compute such adjustment in accordance with the terms
      of
      this Warrant and prepare a certificate setting forth such adjustment, including
      a statement of the adjusted Exercise Price and adjusted number or type of
      Warrant Shares or other securities issuable upon exercise of this Warrant (as
      applicable), describing the transactions giving rise to such adjustments and
      showing in detail the facts upon which such adjustment is based. Upon written
      request, the Company will promptly deliver a copy of each such certificate
      to
      the Holder and to the Company's Transfer Agent.

     

    (g)  Notice
      of Corporate Events.
      If the
      Company (i) declares a dividend or any other distribution of cash, securities
      or
      other property in respect of its Common Stock, including without limitation
      any
      granting of rights or warrants to subscribe for or purchase any capital stock
      of
      the Company or any Subsidiary, (ii) authorizes or approves, enters into any
      agreement contemplating or solicits stockholder approval for any Fundamental
      Transaction or (iii) authorizes the voluntary dissolution, liquidation or
      winding up of the affairs of the Company, then the Company shall deliver to
      the
      Holder a notice describing the material terms and conditions of such transaction
      (but only to the extent such disclosure would not result in the dissemination
      of
      material, non-public information to the Holder) at least 10 calendar days prior
      to the applicable record or effective date on which a Person would need to
      hold
      Common Stock in order to participate in or vote with respect to such
      transaction, and the Company will take all steps reasonably necessary in order
      to insure that the Holder is given the practical opportunity to exercise this
      Warrant prior to such time so as to participate in or vote with respect to
      such
      transaction; provided, however, that the failure to deliver such notice or
      any
      defect therein shall not affect the validity of the corporate action required
      to
      be described in such notice.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    10.  Payment
      of Exercise Price.
      The
      Holder may pay the Exercise Price in one of the following manners:

     

    (a)  Cash
      Exercise.
      The
      Holder may deliver immediately available funds; or

     

    (b)  Cashless
      Exercise.
      If an
      Exercise Notice is delivered at a time when a registration statement permitting
      the Holder to resell the Warrant Shares is not then effective or the prospectus
      forming a part thereof is not then available to the Holder for the resale of
      the
      Warrant Shares, then the Holder may notify the Company in an Exercise Notice
      of
      its election to utilize cashless exercise, in which event the Company shall
      issue to the Holder the number of Warrant Shares determined as
      follows:

     

    X
      = Y
      [(A-B)/A]

     

    where:

     

    X
      = the
      number of Warrant Shares to be issued to the Holder.

     

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

     

    A
      = the
      average of the closing prices for the five Trading Days immediately prior to
      (but not including) the Exercise Date.

     

    B
      = the
      Exercise Price.

     

    For
      purposes of Rule 144 promulgated under the Securities Act, it is intended,
      understood and acknowledged that the Warrant Shares issued in a cashless
      exercise transaction shall be deemed to have been acquired by the Holder, and
      the holding period for the Warrant Shares shall be deemed to have commenced,
      on
      the date this Warrant was originally issued.

     

    11.  Limitations
      on Exercise.
      

     

    (a)  Notwithstanding
      anything to the contrary contained herein, the number of Warrant Shares that
      may
      be acquired by the Holder upon any exercise of this Warrant (or otherwise in
      respect hereof) shall be limited to the extent necessary to insure that,
      following such exercise (or other issuance), the total number of shares of
      Common Stock then beneficially owned by such Holder and its Affiliates and
      any
      other Persons whose beneficial ownership of Common Stock would be aggregated
      with the Holder's for purposes of Section 13(d) of the Exchange Act, does not
      exceed 4.99% of the total number of issued and outstanding shares of Common
      Stock (including for such purpose the shares of Common Stock issuable upon
      such
      exercise). For such purposes, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Exchange Act and the rules and regulations
      promulgated thereunder. This provision shall not restrict the number of shares
      of Common Stock which a Holder may receive or beneficially own in order to
      determine the amount of securities or other consideration that such Holder
      may
      receive in the event of a Fundamental Transaction as contemplated in Section
      9
      of this Warrant. [By written notice to the Company, an Investor may waive the
      provisions of this Section 11(a) as to itself but any such waiver will not
      be
      effective until the 61st
      day
      after delivery thereof and such waiver shall have no effect on any other
      Investor.] [This restriction may not be waived, and notwithstanding anything
      to
      the contrary in any Transaction Document, may not be amended by agreement of
      the
      parties. Notwithstanding anything to the contrary contained in this Warrant
      or
      in any other Transaction Document, (a) no term of this Section may be waived
      by
      any party, nor amended such that the threshold percentage of ownership would
      be
      directly or indirectly increased, (b) no amendment or modification to any
      Transaction Document may be made such that it would have the effect of modifying
      or waiving any term of this Section in violation of this restriction, (c) this
      restriction runs with the Warrant and may not be modified or waived by any
      subsequent holder hereof and (d) any attempted waiver, modification or amendment
      of this Section will be void ab initio.]1

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    (b)  Notwithstanding
      anything to the contrary contained herein, the number of Warrant Shares that
      may
      be acquired by the Holder upon any exercise of this Warrant (or otherwise in
      respect hereof) shall be limited to the extent necessary to insure that,
      following such exercise (or other issuance), the total number of shares of
      Common Stock then beneficially owned by such Holder and its Affiliates and
      any
      other Persons whose beneficial ownership of Common Stock would be aggregated
      with the Holder's for purposes of Section 13(d) of the Exchange Act, does not
      exceed 9.99% of the total number of issued and outstanding shares of Common
      Stock (including for such purpose the shares of Common Stock issuable upon
      such
      exercise). For such purposes, beneficial ownership shall be determined in
      accordance with Section 13(d) of the Exchange Act and the rules and regulations
      promulgated thereunder. This provision shall not restrict the number of shares
      of Common Stock which a Holder may receive or beneficially own in order to
      determine the amount of securities or other consideration that such Holder
      may
      receive in the event of a Fundamental Transaction as contemplated in Section
      9
      of this Warrant. This restriction may not be waived, and notwithstanding
      anything to the contrary in any Transaction Document, may not be amended by
      agreement of the parties. Notwithstanding anything to the contrary contained
      in
      this Warrant or in any other Transaction Document, (a) no term of this Section
      may be waived by any party, nor amended such that the threshold percentage
      of
      ownership would be directly or indirectly increased, (b) no amendment or
      modification to any Transaction Document may be made such that it would have
      the
      effect of modifying or waiving any term of this Section in violation of this
      restriction, (c) this restriction runs with the Warrant and may not be modified
      or waived by any subsequent holder hereof and (d) any attempted waiver,
      modification or amendment of this Section will be void ab initio.

     

    12.  No
      Fractional Shares.
      No
      fractional shares of Warrant Shares will be issued in connection with any
      exercise of this Warrant. In lieu of any fractional shares which would,
      otherwise be issuable, the Company shall pay cash equal to the product of such
      fraction multiplied by the closing price of one Warrant Share as reported by
      the
      applicable Trading Market on the date of exercise.

     

    13.  Notices.
      Any and
      all notices or other communications or deliveries hereunder (including, without
      limitation, any Exercise Notice) shall be in writing and shall be deemed given
      and effective on the earliest of (i) the date of transmission, if such notice
      or
      communication is delivered via facsimile or e-mail (followed by facsimile)
      at
      the facsimile number or e-mail address specified in this Section prior to 5:30
      p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after
      the
      date of transmission, if such notice or communication is delivered via facsimile
      or e-mail (followed by facsimile) at the facsimile number or e-mail address
      specified in this Section on a day that is not a Trading Day or later than
      5:30
      p.m. (New York City time) on any Trading Day, (iii) the Trading Day following
      the date of mailing, if sent by nationally recognized overnight courier service,
      or (iv) upon actual receipt by the party to whom such notice is required to
      be
      given. The addresses for such communications shall be: (i) if to the Company,
      to
      706 Mission Street, 10th
      Floor,
      San Francisco, California, 94103, Facsimile: (415) 978-9603, E-mail:
      tverjee@gacapital.com, Attention: Tabreez Verjee, President, (ii) if to the
      Holder, to the address, e-mail address, or facsimile number appearing on the
      Warrant Register or such other address, e-mail address, or facsimile number
      as
      the Holder may provide to the Company in accordance with this Section or the
      Purchase Agreement.

    
      

        

        
          
            	
                    1

                  	
                    Non-waivability
                      provision to apply to certain
                      Investors.

                  


          

           

          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

        

      

    

    14.  Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon 10 days' notice
      to
      the Holder, the Company may appoint a new warrant agent. Any corporation into
      which the Company or any new warrant agent may be merged or any corporation
      resulting from any consolidation to which the Company or any new warrant agent
      shall be a party or any corporation to which the Company or any new warrant
      agent transfers substantially all of its corporate trust or shareholders
      services business shall be a successor warrant agent under this Warrant without
      any further act. Any such successor warrant agent shall promptly cause notice
      of
      its succession as warrant agent to be mailed (by first class mail, postage
      prepaid) to the Holder at the Holder's last address as shown on the Warrant
      Register.

     

    15.  Miscellaneous.

     

    (a)  This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and assigns. Subject to the preceding sentence,
      nothing in this Warrant shall be construed to give to any Person other than
      the
      Company and the Holder any legal or equitable right, remedy or cause of action
      under this Warrant. This Warrant may be amended only in writing signed by the
      Company and the Holder and their successors and assigns.

     

    (b)  All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of this
      Warrant and the transactions herein contemplated (“Proceedings”)
      (whether brought against a party hereto or its respective Affiliates, employees
      or agents) shall be commenced exclusively in the New York Courts. Each party
      hereto hereby irrevocably submits to the exclusive jurisdiction of the New
      York
      Courts for the adjudication of any dispute hereunder or in connection herewith
      or with any transaction contemplated hereby or discussed herein, and hereby
      irrevocably waives, and agrees not to assert in any Proceeding, any claim that
      it is not personally subject to the jurisdiction of any New York Court, or
      that
      such Proceeding has been commenced in an improper or inconvenient forum. Each
      party hereto hereby irrevocably waives personal service of process and consents
      to process being served in any such Proceeding by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of delivery)
      to such party at the address in effect for notices to it under this Warrant
      and
      agrees that such service shall constitute good and sufficient service of process
      and notice thereof. Nothing contained herein shall be deemed to limit in any
      way
      any right to serve process in any manner permitted by law. Each party hereto
      hereby irrevocably waives, to the fullest extent permitted by applicable law,
      any and all right to trial by jury in any legal proceeding arising out of or
      relating to this Warrant or the transactions contemplated hereby. If either
      party shall commence a Proceeding to enforce any provisions of this Warrant,
      then the prevailing party in such Proceeding shall be reimbursed by the other
      party for its attorney’s fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of such Proceeding.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (c)  The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (d)  In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.

     

    (e)  Prior
      to
      exercise of this Warrant, the Holder hereof shall not, by reason of being a
      Holder, be entitled to any rights of a stockholder with respect to the Warrant
      Shares.

     

    16.  Transferability
      of Warrants.
      This
      Warrant is separate and detachable from the Notes. Neither a forced conversion
      nor redemption of the Notes shall have any effect on this Warrant.

     

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK,

    SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.

     

    
      	 	 	 
	 	GOFISH
              CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title: 


    

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    EXERCISE
      NOTICE

    GOFISH
      CORPORATION

    WARRANT
      DATED JUNE __, 2007

     

    The
      undersigned Holder hereby irrevocably elects to purchase _____________ shares
      of
      Common Stock pursuant to the above referenced Warrant. Capitalized terms used
      herein and not otherwise defined have the respective meanings set forth in
      the
      Warrant.

     

    (1)  The
      undersigned Holder hereby exercises its right to purchase _________________
      Warrant Shares pursuant to the Warrant.

     

    (2)  The
      Holder intends that payment of the Exercise Price shall be made as (check
      one):

     

    ____“Cash
      Exercise” under Section 10

     

    ____“Cashless
      Exercise” under Section 10

     

    (3)  If
      the
      holder has elected a Cash Exercise, the holder shall pay the sum of
      $____________ to the Company in accordance with the terms of the
      Warrant.

     

    (4)  Pursuant
      to this Exercise Notice, the Company shall deliver to the holder _______________
      Warrant Shares in accordance with the terms of the Warrant.

     

    (5)     
      By
      its
      delivery of this Exercise Notice, the undersigned represents and warrants to
      the
      Company that (i) in giving effect to the exercise evidenced hereby the Holder
      will not beneficially own in excess of the number of shares of Common Stock
      (determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934) permitted to be owned under Section 11 of this Warrant to which this
      notice relates and (ii) it is an “accredited investor” as defined in Rule 501(a)
      under the Securities Act.

    


    
      	 	 	 
	 	 	 
	
              Dated:
                _____________ ,
                _____

            	 	
              Name
                of Holder:

            
	 	 	 
	 	 	
              (Print)
                ___________________________________

            
	 	 	 
	 	 	
              By:
                _____________________________________

            
	 	 	
              Name:
                ___________________________________

            
	 	 	
              Title:
                ____________________________________

            
	 	 	 
	 	 	
              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)

            


    

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    Warrant
      Shares Exercise Log

     

    
      	
              Date

            	
              Number
                of Warrant Shares Available to be Exercised

            	
              Number
                of Warrant Shares Exercised

            	
              Number
                of Warrant Shares Remaining to be Exercised

            
	
               

               

               

               

               

               

               

               

               

               

               

               

               

               

            	 	 	 


    

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    GOFISH
      CORPORATION

    WARRANT
      ORIGINALLY ISSUED June ___, 2007

    WARRANT
      NO. ___

     

    FORM
      OF
      ASSIGNMENT

     

    [To
      be
      completed and signed only upon transfer of Warrant]

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the above-captioned
      Warrant to purchase ____________ shares of Common Stock to which such Warrant
      relates and appoints ________________ attorney to transfer said right on the
      books of the Company with full power of substitution in the
      premises.

     

    Dated: _______________,
      ____

     

     

    _______________________________________

    (Signature
      must conform in all respects to name of 

    holder
      as
      specified on the face of the Warrant)

     

     

    _______________________________________

    Address
      of Transferee

     

    _______________________________________

     

    _______________________________________

     

    In
      the
      presence of:

     

    __________________________

     

    
      
        
        

      

      
        17