INDEMNITY AGREEMENTIndemnity Agreement • October 31st, 2006 • GoFish Corp. • Agricultural services • New York
This INDEMNITY AGREEMENT (the “Agreement”) is dated as of [ ] and is made by and between GoFish Corporation (f/k/a Unibio Inc.), a Nevada corporation (the “Company”), and [ ], an officer or director of the Company (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2006 • GoFish Corp. • Agricultural services
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into and effective as of October 27, 2006 (the “Effective Date”), between GoFish Corporation (the “Company”), and Michael Downing, an individual (the “Executive”).
ESCROW AGREEMENTEscrow Agreement • October 31st, 2006 • GoFish Corp. • Agricultural services • New York
This Escrow Agreement is entered into as of October 27, 2006, by and among GoFish Corporation (f/k/a Unibio Inc.), a Nevada corporation (the “Parent”), Michael Downing, Riaz Valani (Messrs. Downing and Valani collectively referred to as the “Indemnification Representatives”), and Gottbetter & Partners, LLP (the “Escrow Agent”).
SPLIT-OFF AGREEMENTSplit-Off Agreement • October 31st, 2006 • GoFish Corp. • Agricultural services • New York
SPLIT-OFF AGREEMENT, dated as of this 27th day of October, 2006 (this “Agreement”), by and among GoFish Corporation (f/k/a Unibio Inc.), a Nevada corporation (“Seller”), Dianxiang Wu (“Wu”), Jianhua Xue (“Xue”) (Wu and Xue are collectively referred to as “Buyer”), GF Leaseco, Inc., a Nevada corporation (“Leaseco”), GoFish Technologies, Inc., a California corporation (“GF”), and Internet Television Distribution Inc., a Delaware corporation (“ITD”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2006 • GoFish Corp. • Agricultural services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of this 27th day of October of 2006 (the “Effective Date”) between GoFish Corporation (f/k/a Unibio Inc.), a Nevada corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each, a “Purchaser” and collectively, the “Purchasers”).
GOFISH CORPORATION Form of Incentive Stock Option AgreementGoFish Corp. • October 31st, 2006 • Agricultural services • New York
October 27, 2006 Tompkins Capital Group New York, New York 10022 Attention: Mr. Mark N. Tompkins Mr. Tompkins:Letter Agreement • October 31st, 2006 • GoFish Corp. • Agricultural services
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 Cor
October 27, 2006 Tompkins Capital Group New York, New York 10022 Attention: Mr. Mark N. Tompkins Mr. Tompkins:Letter Agreement • October 31st, 2006 • GoFish Corp. • Agricultural services
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 Cor
SUBSCRIPTION AGREEMENTSubscription Agreement • October 31st, 2006 • GoFish Corp. • Agricultural services • New York
This Subscription Agreement (the “Agreement”) is made as of this 27th day of October, 2006, by and among GoFish Corporation (f/k/a Unibio Inc.), a Nevada corporation (the “Company”), GoFish Technologies, Inc., a California corporation (“GoFish”) and the investor identified on the signature page to this Agreement (the “Investor”).
October 27, 2006 Tompkins Capital Group New York, New York 10022 Attention: Mr. Mark N. Tompkins Mr. Tompkins:Letter Agreement • October 31st, 2006 • GoFish Corp. • Agricultural services
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, 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 consideration of the Company and GoFish entering into the Transactions, and for Tompk
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG GOFISH CORPORATION (f/k/a Unibio Inc.), GF ACQUISITION CORP., GOFISH TECHNOLOGIES, INC., ITD ACQUISITION CORP., AND INTERNET TELEVISION DISTRIBUTION INC. October 27, 2006Agreement and Plan • October 31st, 2006 • GoFish Corp. • Agricultural services • New York
