ESCROW AGREEMENTEscrow Agreement • February 12th, 2007 • GoFish Corp. • Miscellaneous publishing • New York
STOCKHOLDERS SUPPORT AGREEMENTStockholders Support Agreement • February 12th, 2007 • GoFish Corp. • Miscellaneous publishing
STOCKHOLDERS SUPPORT AGREEMENT, dated as of February 11, 2007 (this “Agreement”) by and among between GoFish Corporation, a Nevada corporation (“Buyer”) and each of the stockholders whose names appear on the signature page of this Agreement (each a “Major Stockholder” and, collectively, the “Major Stockholders”).
BREAK-UP ESCROW AGREEMENTEscrow Agreement • February 12th, 2007 • GoFish Corp. • Miscellaneous publishing • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2007 • GoFish Corp. • Miscellaneous publishing • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ______________ __, 2007 (the “Effective Date”) between GoFish Corporation, a Nevada corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each, an “Offeree” and collectively, the “Offerees”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 12th, 2007 • GoFish Corp. • Miscellaneous publishing • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made, entered into and effective as of _________________ (the “Effective Date”), between GoFish Corporation, its affiliates, successors and assigns (the “Company”), and___________, an individual (the “Executive”).
LOCK-UP AGREEMENTLock-Up Agreement • February 12th, 2007 • GoFish Corp. • Miscellaneous publishing • New York
Reference is made to that certain Agreement and Plan of Merger (the “Agreement”) dated as of February 11, 2007, by and among Hot Tuna Corporation, a Nevada Corporation (“Buyer”), BM Acquisition Corp., Inc., a Delaware corporation (“Transitory Subsidiary”), Bolt, Inc., a Delaware corporation (the “Company”) and the party identified therein as the Indemnification Representative, pursuant to which the parties contemplate that the Company will merge with and into the Transitory Subsidiary. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. The purpose of this letter agreement (this “Lock-Up Agreement”) is to satisfy the condition set forth in Section 5.2(g) of the Agreement with respect to a lock-up of the Merger Shares to be issued by the Buyer to each of the Company Stockholders under the Agreement. Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby covenants
AGREEMENT AND PLAN OF MERGER BY AND AMONG GOFISH CORPORATION, BM ACQUISITION CORP, INC., BOLT, INC. AND THE INDEMNIFICATION REPRESENTATIVE February 11, 2007Merger Agreement • February 12th, 2007 • GoFish Corp. • Miscellaneous publishing • Delaware
This Agreement contemplates a merger of the Company with and into the Transitory Subsidiary. In such Merger (as defined below), the stockholders of the Company will receive Merger Consideration (as defined below) in exchange for their capital stock of the Company.
