October 27, 2006 Tompkins Capital Group New York, New York 10022 Attention: Mr. Mark N. Tompkins Mr. Tompkins:
EXHIBIT
4.3
October
27, 2006
Xxxxxxxx
Capital Group
000
Xxxxxxx Xxxxxx,
New
York,
New York 10022
Attention:
Xx. Xxxx X. Xxxxxxxx
Xx.
Xxxxxxxx:
Reference
is made to that certain Term Sheet (the “Term Sheet”), dated August 21, 2006,
relating to a proposed business combination between GoFish Corporation (f/k/a
Unibio Inc.), a Nevada corporation (the “Company”) and GoFish Technologies,
Inc., a California corporation (“GoFish”), and a related private placement
financing (the “Transactions”). In connection with the Transactions, the
Company, GoFish, GF Acquisition Corp., a California corporation, ITD Acquisition
Corp., a Delaware corporation, and Internet Television Distribution Inc., a
Delaware corporation (“ITD”), entered into that certain Agreement and Plan of
Merger and Reorganization (the “Merger Agreement”), dated as of October 27,
2006, pursuant to which GoFish shareholders received common stock, par value
$0.001 per share, of the Company (the “Common Stock”) in consideration for
shares of GoFish held by them at the effective time of the merger. In accordance
with the Merger Agreement, among other things, ITD Acquisition Corp. will merge
with and into ITD, with ITD remaining as the surviving entity and a wholly-owned
subsidiary of the Company. As a result, the Company will issue up to 3,500,000
shares of Common Stock to the sold stockholder of ITD, Internet Television
Distribution LLC, in which Xxxxxxx Xxxxxx and Xxxx Xxxxxx are the only members.
In consideration of the Company, XxXxxx and ITD entering into the Transactions,
and for Xxxxxxxx Capital Group to facilitate the Transactions and for other
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned xxxxxx agrees as follows:
1. The
undersigned hereby covenants and agrees, except as provided herein, not to
(1)
offer, sell, contract to sell or otherwise dispose of and (2) transfer title
to
(a “Prohibited Sale”) any of the shares (the “Acquired Shares”) of Common Stock
acquired by the undersigned pursuant to or in connection with the Merger
Agreement (including as a result of shares owned as a GoFish shareholder and
shares owned beneficially as a member of Internet Television Distribution LLC),
during the period commencing on the “Closing Date” (as that term is defined in
the Term Sheet) and ending on the 24-month anniversary of the Closing Date
(the
“Lockup Period”), without the prior written consent of the Company and Xxxxxxxx
Capital Group (which consent shall not be unreasonably withheld).
Notwithstanding the foregoing, the undersigned shall be permitted from time
to
time during the Lockup Period, without the prior written consent of the Company
or Xxxxxxxx Capital Group, as applicable, (i) to acquire shares of Common Stock
pursuant to the undersigned’s participation in the Company’s stock option plan,
or (ii) to transfer all or any part of the Acquired Shares to any family member,
for estate planning purposes or to an affiliate thereof (as such term is defined
in Rule 405 under the Securities Exchange Act of 1933, as amended), provided
that such transferee agrees with the Company and Xxxxxxxx Capital Group to
be
bound hereby, and in any transaction in which holders of the Common Stock of
the
Company participate or have the opportunity to participate pro rata, including,
without limitation, a merger, consolidation or binding share exchange involving
the Company, a disposition of the Common Stock in connection with the exercise
of any rights, warrants or other securities distributed to the Company’s
stockholders, or a tender or exchange offer for the Common Stock, and no
transaction contemplated by the foregoing clauses (i) or (ii) shall be deemed
a
Prohibited Sale for purposes of this Letter Agreement.
2. This
Letter Agreement shall be governed by and construed in accordance with the
laws
of the State of New York, without regard to its conflict of laws
principles.
3. This
Letter Agreement will become a binding agreement among the undersigned as of
the
Closing Date. This Letter Agreement (and the agreements reflected herein) may
be
terminated by the mutual agreement of the Company, Xxxxxxxx Capital Group and
the undersigned, and if not sooner terminated, will terminate upon the
expiration date of the Lockup Period. This Letter Agreement may be duly executed
by facsimile and in any number of counterparts, each of which shall be deemed
an
original, and all of which together shall be deemed to constitute one and the
same instrument. Signature pages from separate identical counterparts may be
combined with the same effect as if the parties signing such signature page
had
signed the same counterpart. This Letter Agreement may be modified or waived
only by a separate writing signed by each of the parties hereto expressly so
modifying or waiving such agreement.
| Very truly yours, | ||
| |
|
|
| /s/ Xxxx Xxxxxx | ||
|
Xxxx Xxxxxx |
||
Address:
000
Xxxxxxxxxx Xxx., Xxxx Xxxx, XX 00000__
Number
of
shares of Common Stock owned: __3,681,386
(of which 21,360 shares are issuable upon exercise of warrants and 113,221
shares are issuable upon exercise of options)
Certificate
Numbers: __________________
