Exhibit
10.3
LOCK-UP
AGREEMENT
_______________
__, 2007
GoFish
Corporation
[ADDRESS]
Gentlemen:
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 and agrees as
follows:
1. During the period from the Closing and ending on
the date that is 330 days after the Effective Date, the undersigned
will not offer, sell, contract to sell or otherwise dispose of,
transfer title to, pledge, mortgage, or otherwise encumber (in each
case, “Sell”), other than to the Buyer, any of the
Salable Shares constituting Basic Shares issued to the undersigned
pursuant to the Merger Agreement, provided, that during any
consecutive thirty (30) day period, the undersigned may not Sell
Salable Shares constituting Basic Shares in excess of one-third
(1/3) the total number of Salable Shares constituting Basic Shares
issued to the undersigned at the Closing.
2. During the period from the Closing Date and
ending on the date that is thirty (30) months after the Closing
Date, the undersigned will not Sell any of the Salable Shares
constituting Supplemental Shares, provided that after each thirty
(30) days during such thirty (30) month period, the foregoing
restriction shall be automatically terminated as to one-thirtieth
(1/30) the aggregate number of Salable Shares constituting
Supplemental Shares issued to the undersigned at the Closing,
provided further that the foregoing restrictions on the
undersigned’s ability to Sell Salable Shares constituting
Supplemental Shares shall be automatically terminated in its
entirety upon the consummation by the Buyer of a transaction
constituting a Change of Control (as defined in Schedule
1.5(a)(iii) to the Merger Agreement).
3. If the undersigned is defined as “Managing
Shareholder” under the Merger Agreement, during the period
from the Closing Date and ending on the date that is forty two (42)
months after the Closing Date, the undersigned will not Sell any
Salable Shares constituting Subsequent Shares in excess of (i) four
percent (4%) of the Salable Shares constituting Subsequent Shares
issued to the undersigned after the Closing during any consecutive
thirty (30) day period or (ii) twenty percent (20%) of the Salable
Shares constituting Subsequent Shares issued to the undersigned
after the Closing during any consecutive one hundred eighty (180)
day period.
4. Until the fourth (4 th ) anniversary
of the Closing Date, if and for so long as the undersigned is
either (i) the beneficial owner of at least five percent (5%) of
the Buyer Common Stock issued and outstanding or (ii) a director or
officer of the Buyer or the Surviving Corporation, the undersigned
shall not Sell any Buyer Company Stock during any thirty (30) day
period in excess of five percent (5%) of the number of Merger
Shar
