Exhibit 10.28
GOFISH CORPORATION
MANAGEMENT LOCK-UP
AGREEMENT
December 3,
2008
To the
Investors listed on
Ladies and
Gentlemen:
Reference is hereby made to the Securities
Purchase Agreement, dated as of December 3, 2008 (the
“Securities Purchase Agreement”), by and among GoFish
Corporation, a Nevada corporation (the “Company”), and
the investors listed on Schedule A hereto (the
“Investors”), pursuant to which the Company is offering
(the “Offering”) up to 8,002,749 shares of the
Company’s Series A Preferred Stock (the “Preferred
Shares”), initially convertible into 160,054,980 shares (the
“Conversion Shares”) of the Company’s Common
Stock (the “Common Stock”), and warrants (the
“Warrants”) to purchase up to 64,021,992 shares of
Common Stock (the “Warrant Shares” and, together with
the Shares, Conversion Shares and Warrants, the
“Securities”).
In consideration of the Investors purchasing the
Shares and the Warrants under the Securities Purchase Agreement,
and pursuant to Section 4.16 of the Securities Purchase
Agreement, the undersigned hereby agrees that, without the prior
written consent of the Investors holding a majority of the
Conversion Shares issuable or issued upon conversion of the
Preferred Shares purchased under the Securities Purchase Agreement,
it will not, during the period commencing on the date hereof and
ending on the Termination Date (as defined below and as such date
may be extended as described below), (1) offer, sell, assign,
transfer, pledge, contract to sell, or otherwise dispose of,
directly or indirectly, any shares of Common Stock or securities
convertible into or exercisable or exchangeable for Common Stock
owned by the undersigned on the date hereof or acquired hereafter,
including, without limitation, shares of Common Stock or any such
securities which may be deemed to be beneficially owned by the
undersigned as of the date hereof as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as the same may be amended or
supplemented from time to time (such shares or securities, the
“Beneficially Owned Shares”), (2) enter into any swap,
hedge or other agreement or arrangement that transfers in whole or
in part, the economic risk of ownership of any Beneficially Owned
Shares, Common Stock or securities convertible into or exercisable
or exchangeable for Common Stock, or (3) engage in any short
selling of any Beneficially Owned Shares, Common Stock or
securities convertible into or exercisable or exchangeable for
Common Stock, whether any such transaction described in clause (1),
(2) or (3) above is to be settled by delivery of Common Stock or
such other securities, in cash or otherwise. The foregoing sentence
shall not apply to (a) any Securities issued pursuant to the
Securities Purchase Agreement or (b) the transfer of Common Stock
or any security convertible into or exercisable or exchangeable for
Common Stock (i) acquired in open market transactions after the
completion of the Offering, (ii) as a bona fide gift or gifts for
no consideration, (iii) to any trust, family limited partnership or
other person or entity for estate or tax planning purposes for the
benefit of the undersigned or the undersigned’s immediate
family, in each case for no consideration or (iv) by will or
intestacy to the undersigned’s legal representative, heir or
legatee, provided that any permitted donee, transferee or
distributee in the case of (ii), (iii), or (iv) shall execute and
deliver to the Investors, prior to such transfer or other
transaction, a duplicate form of this letter and such other
documents as the Investors may reasonably request. For
purposes of this Lock-Up Agreement, the term “immediate
family” shall mean any relationshi
