STOCKHOLDERS SUPPORT
AGREEMENT
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”).
WHEREAS, as of the date hereof, each Major
Stockholder represents and warrants to Buyer that such Major
Stockholder owns of record and beneficially and has good, valid and
marketable title to, free and clear of any Lien, proxy, voting
restriction, limitation on disposition, adverse claim of ownership
or use or encumbrance of any kind, other than pursuant to this
Agreement, and has the sole power to vote and full right, power and
authority to sell, transfer and deliver, the number of shares of
common stock, par value $0.001 per share (“Company Common
Stock”), of Bolt, Inc., a/k/a Bolt Media, Inc., a Delaware
corporation (the “Company”), as set forth opposite such
Major Stockholder’s name on Exhibit A hereto (all such
shares of Company Common Stock and any shares of Company Common
Stock of which ownership of record or the power to vote is
hereafter acquired by the Stockholders prior to the termination of
this Agreement, including shares of Company Common Stock issuable
upon the exercise of options to purchase Company Common Stock,
being referred to herein as the “Shares”);
and
WHEREAS, Buyer, BM Acquisition Corp. Inc., a
Delaware corporation and a wholly-owned subsidiary of Buyer (the
“Transitory Sub”), the Company and the individual named
as Indemnification Representative propose to enter into,
simultaneously herewith, an Agreement and Plan of Merger (the
“Merger Agreement”; capitalized terms used but not
defined in this Agreement shall have the respective meanings
ascribed to them in the Merger Agreement), a draft of which has
been made available to each Major Stockholder, which provides, upon
the terms and subject to the conditions thereof, for the merger of
the Company with and into the Transitory Sub (the
“Merger”);
WHEREAS, in
order to induce Buyer to execute the Merger Agreement, each Major
Stockholder agrees to vote the Shares over which each Major
Stockholder has voting power so as to facilitate consummation of
the Merger;
NOW, THEREFORE,
in consideration of the foregoing and of the mutual covenants and
agreements contained herein and in the Merger Agreement, and
intending to be legally bound hereby, the Stockholders hereby agree
as follows:
1.
Voting of Shares
. At every meeting of stockholders
of the Company called with respect to any of the following, and at
every adjournment thereof, and on every action or approval by
written consent of stockholders of the Company with respect to any
of the following, each Major Stockholder shall vote the
Shares:
(a) in favor of approval of the Merger, the
execution and delivery by the Company of the Merger Agreement and
the adoption and approval of the terms thereof and in favor of each
of the other actions contemplated by the Merger Agreement and any
action required in furtherance hereof and thereof;
(b) against approval of any proposal made in
opposition to or in competition with consummation of the Merger and
the Merger Agreement; and
(c) against any of the following actions (other than
those actions that relate to the Merger and the transactions
contemplated by the Merger Agreement): (i) any merger,
consolidation, business combination, sale of assets, reorganization
or recapitalization with any party, in each case involving the
Company or any Subsidiary; (ii) any sale, lease or transfer of
any significant part of the assets of the Company or any
subsidiary; (iii) any reorganization, recapitalization,
dissolution, liquidation or winding up of the Company;
(iv) any material change in the capitalization of the Company
or the Company’s corporate structure; or (v) any other
action that is intended, or could reasonably be expected to,
impede, interfere with, delay, postpone, discourage or adversely
affect the Merger or any of the other transactions contemplated by
the Merger Agreement, provided, however, that nothing in this
Agreement shall be deemed to prevent any Major Stockholder from
voting or providing a written consent in favor of a Superior Offer;
provided, that nothing in this Agreement shall be deemed to
eliminate, reduce, impair or otherwise affect Buyer’s
remedies under the Merger Agreement if the Merger Agreement is
terminated due to a Superior Offer.
2.
Transfer of Shares
. From the date of this Agreement
through the Termination Date, each Major Stockholder agrees that
such Major Stockholder shall not, directly or indirectly, (a) sell,
assign, transfer (including by operation of law), permit any lien
to attach, pledge, dispose of or otherwise encumber any of the
Shares or otherwise agree to do any of the foregoing, (b) deposit
any Shares into a voting trust or enter into a voting agreement or
arrangement or grant any proxy or power of attorney with respect
thereto that is inconsistent with this Agreement, (c) enter into
any contract, option or other arrangement or undertaking with
respect to the direct or indirect acquisition or sale, assignment,
transfer (including by operation of law) or other disposition of
any Shares, or (d) take any action that would make any
representation or warranty of such Major Stockholder herein untrue
or incorrect in any material respect or have the effect of
preventing or disabling the Major Stockholder from performing such
Major Stockholder’s obligations hereunder.
3.
Representations and Warranties of
the Stockholders . Each
Major Stockholder hereby severally, but not jointly, represents and
warrants to Buyer as follows:
3.1 Such Major Stockholder hereby repeats and
incorporates herein by this reference the representations and
warranties of such Major Stockholder set forth in the first recital
of the preamble to this Agreement.
3.2 Such Major Stockholder has all necessary power
and authority to execute and deliver this Agreement, to perform its
obligations hereunder and to consummate the transactions
contemplated hereb
