EXHIBIT 10.4
LOCKUP AGREEMENT
THIS LOCKUP
AGREEMENT ("AGREEMENT") is made effective as of this
___
day of October 2008, by and among Jeffrey
Friedland, Lorin Cohen, JL Penn
Investments, Global Investment
Advisors, LLC ("SHAREHOLDER") and
Sungame
Corporation, a Colorado corporation ("COMPANY").
WHEREAS, the Shareholder holds
common stock of the Company or
securities convertible into or exercisable for common stock of the
Company (the,
"SECURITIES");
WHEREAS,
the Company believes it is in the
best interests of its
stockholders to establish an orderly trading market for
shares of the Company's
common stock;
WHEREAS,
the Company desires the Shareholder
to refrain selling
Securities held by the Shareholder to encourage orderly trading in
shares of the
Company's common stock;
NOW,
THEREFORE, in consideration of the premises, and for
other good
and valuable consideration, the receipt
and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. LOCKUP OF
SECURITIES. The Shareholder agrees, that without the prior
written consent of the Company, that, until
the earlier of 1) 90 days after
Venturegurus Pte Ltd stock has been registered under an
effective Registration
Statement with the SEC 2) the second anniversary of the
date of this Agreement
or a 3) 90 days after Change in Control (as defined in the
Securities Exchange
Act of 1934), the Shareholder will not make or
cause any sale more than 5% of
shares outstanding per quarter,
irrespective of whether their shares
are
subsequently registered of any Securities listed on
Exhibit I hereto which, as
of the date of this Agreement, the
Shareholder owns either of record
or
beneficially, and which the
Shareholder has the power to
control the
disposition; provided, however, that the Shareholder may,
without the Company's
prior written consent, (i) make a gift of Securities without
consideration to an
organization exempt from taxation under
Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended.
2 CONSIDERATION FOR LOCKUP In consideration
for the Shareholder
agreeing to be bound by the terms of this Agreement,
the Company will pay the
Shareholder $100.
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3. FAILURE TO
ISSUE OPTION. Should the option required by Section 2 of
this agreement not be issued within
30 days of this Agreement, then this
Agreement shall be null and void and of no further force and
effect.
4.
TRANSFER; SUCCESSOR AND ASSIGNS. The terms and
conditions of this
Agreement shall inure to the benefit of and
be binding upon the respective
successors and assigns of the parties. Nothing in
this Agreement, express or
implied, is intended to confer upon any party other than the
parties hereto or
their respective successors and assigns any rights,
remedies, obligations, or
liabilities under or by reason of this Agreement, except as
expressly provided
in this Agreem
