Exhibit
4.2
ACCESSION
AGREEMENT
THIS ACCESSION AGREEMENT
(this “ Accession
Agreement ”), is made as of June 30, 2008 by and
among GoFish Corporation, a Nevada corporation (the “
Company ”), and the subscribers identified
on the signature page hereto (each a “ Second
Closing Subscriber ” and
collectively the “ Second Closing
Subscribers ”).
WHEREAS, the Company and certain subscribers (the “
Initial Closing Subscribers ”) executed and
delivered that certain Subscription Agreement, dated as of April
18, 2008, a copy of which is attached hereto as Exhibit A
(the “ Subscription Agreement
”);
WHEREAS, on April 18, 2008, upon the terms and subject to
the conditions contained in the Subscription Agreement, in the
Initial Closing, the Company issued and sold to the Initial Closing
Subscribers, as provided therein, and the Initial Closing
Subscribers, in the aggregate, purchased for $1,500,000: (i)
$1,764,705.88 in principal amount of Notes and (ii) Warrants to
purchase, in the aggregate, 1,719,309 shares of Common
Stock;
WHEREAS, pursuant to the terms of the Subscription
Agreement, an additional closing may take place (“
Second Closing ”), the subscribers in which
are subject to the approval of the Lead Investor, except that such
approval is not required for (i) subscriptions, in the aggregate,
for a Purchase Price of up to $500,000, and (ii) Purchase Price
paid by directors, employees and Strategic Investors;
and
WHEREAS, the Company and the Second Closing Subscribers
desire that, upon substantially the same terms and conditions as
set forth in the Subscription Agreement, in a Second Closing, the
Company issue and sell to the Second Closing Subscribers, as
provided therein, and the Second Closing Subscribers, in the
aggregate, shall purchase for up to $2,000,000: (i) up to
$2,352,941.18 in principal amount of convertible promissory notes
of the Company, in the form annexed as Exhibit A to the
Subscription Agreement, which notes are convertible into shares of
Common Stock at a fixed per share conversion price of $2.06,
subject to adjustment as set forth in this Subscription Agreement
and in such note and (ii) share purchase warrants, in the form
annexed as Exhibit B to the Subscription Agreement, to purchase, in
the aggregate, up to 2,284,409 shares of Common Stock and that the
Second Closing Subscribers become “Subscribers” under
the terms of the Subscription Agreement, and be bound by the terms
and obligations set forth in the Subscription Agreement, and be
entitled to the same rights and benefits as the Initial Closing
Subscribers under the Subscription Agreement.
NOW, THEREFORE , in consideration of the mutual covenants and
other agreements contained in the Subscription Agreement and this
Accession Agreement, the Company and the Second Closing Subscribers
hereby agree as follows:
1.
Definitions
. Any capitalized term used in this
Accession Agreement but not otherwise defined shall have the
meaning ascribed to such term in the Subscription
Agreement.
2.
Closing Date
. The closing date for the Second
Closing shall be June 30, 2008 (the “ Second
Closing Date ”). On the Second
Closing Date, the Second Closing Subscriber’s respective
portion of the Purchase Price shall be transmitted by wire transfer
or
