REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2007 • GoFish Corp. • Miscellaneous publishing • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of June 7, 2007, by and among GoFish Corporation, a Nevada corporation (the "Company"), and the investors signatory hereto (each an "Investor" and collectively, the "Investors").
ContractGoFish Corp. • June 8th, 2007 • Miscellaneous publishing
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 6% SENIOR CONVERTIBLE PROMISSORY NOTE DUE JUNE __, 2010GoFish Corp. • June 8th, 2007 • Miscellaneous publishing
THIS NOTE is one of a series of duly authorized and issued notes of GoFish Corporation, a Nevada corporation (the “Company”), designated as its 6% Senior Convertible Promissory Notes due June __, 2010, in the original aggregate principal amount of TEN MILLION THREE HUNDRED THOUSAND UNITED STATES DOLLARS (US$10,300,000) (collectively, the “Notes” and each Note comprising the Notes, a “Note”).
PURCHASE AGREEMENTPurchase Agreement • June 8th, 2007 • GoFish Corp. • Miscellaneous publishing • New York
This Purchase Agreement (together with the schedules hereto, this “Agreement”) is dated as of June 7, 2007, among GoFish Corporation, a Nevada corporation (the “Company”), and the investors identified on the signature pages hereto (each an “Investor” and, collectively, the “Investors”).
