0001144204-08-019919 Sample Contracts

STOCK ISSUANCE AND PARTICIPATION RIGHTS AGREEMENT
Stock Issuance and Participation Rights Agreement • April 1st, 2008 • GoFish Corp. • Miscellaneous publishing • New York

This STOCK ISSUANCE AND PARTICIPATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 12th day of December 2007 (the “Effective Date”), by and between MTV Networks, a division of Viacom International Inc., a Delaware corporation, with offices at 1515 Broadway, New York, NY 10036 (“MTVN”) and GoFish Corporation, a Nevada corporation, with offices at 706 Mission Street, 10th Floor, San Francisco, CA 94103 (the “Company”). (MTVN and the Company each referred to as a “Party” and collectively referred to as the “Parties”). Any capitalized term used in this Agreement but not otherwise defined shall have the meaning ascribed to such term in the License Agreement (as defined below).

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STOCK AND WARRANT ISSUANCE AGREEMENT
Stock and Warrant Issuance Agreement • April 1st, 2008 • GoFish Corp. • Miscellaneous publishing • California

This STOCK AND WARRANT ISSUANCE AGREEMENT (this “Agreement”) is entered into as of 10th December, 2007, by and between MiniClip Limited, a company registered in England and Wales with company number 04150754 whose registered office is at 15 The Timber Yard, Drysdale St., London, N1 6ND, United Kingdom (“MC”), and GoFish Corporation, a Nevada corporation with offices at 706 Mission Street, 10th Floor, San Francisco, CA 94103 (“GF”). Any capitalized term used in this Agreement but not otherwise defined shall have the meaning ascribed to such term in the Advertising Representation Agreement (as defined below).

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