EXHIBIT 10.5
LOCKUP AGREEMENT
THIS LOCKUP
AGREEMENT ("AGREEMENT") is made effective as of this
___
day of October 2008, by and among Lafayette 543,
LLC, Philadelphia New York
Investors, Global Investment
Advisors, LLC ("SHAREHOLDER") and
Sungame
Corporation, a Delaware 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 the
shareholders 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 Agreement.
5. GOVERNING LAW.
This Agreement shall, to the fullest extent allowed
by law, be construed, interpreted and enforced in
accordance with the laws of
