ESCROW AGREEMENT ----------------Escrow Agreement • December 2nd, 2005 • Longfoot Communications Corp. • District of Columbia
PARENT LOCK-UP AGREEMENTLongfoot Communications Corp. • August 11th, 2008 • Radio broadcasting stations
The undersigned, a holder of membership interests of Kidville Holdings, LLC, a Delaware limited liability company (“Kidville”), and/or Longfoot Communications Corp., a Delaware corporation (“Parent”), will hold shares of common stock, $0.001 par value, of Parent (“Parent Shares”) after the transactions contemplated by that certain Merger Agreement, dated as of July 14, 2008 by and among Kidville, Parent and Kidville Merger Corp., Inc., a Delaware corporation (the “Merger Agreement”). For good and valuable consideration, the undersigned hereby irrevocably agrees that following the closing of the Merger Agreement, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Parent Share, including, Parent Shares that may be deemed to be beneficially owned by the undersigned in accorda
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 25th, 2007 • Longfoot Communications Corp. • Radio broadcasting stations
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 22, 2007, is made by and between Longfoot Communications Corp. a Delaware corporation (the “Company”), the Investors listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”) and Sim Farar, Justin Farar, Joel Farar, PP6O, LLC, Gusmail, LLC and 32 Mayall, LLC (collectively, the “Existing Stockholders”).
KIDVILLE FRANCHISE COMPANY, LLC FRANCHISE AGREEMENTFranchise Agreement • August 11th, 2008 • Longfoot Communications Corp. • Radio broadcasting stations
THIS FRANCHISE AGREEMENT (the “Agreement”) is made and entered into as of the day of , 20 (the “Effective Date”) (regardless of the dates of the parties’ signatures) by and between KIDVILLE FRANCHISE COMPANY, LLC, a New York limited liability company with its principal business address at 163 East 84th Street, New York, New York 10028 (“we,” “us,” or “our”), and , whose principal business address is (“you” or “your”).
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 30th, 2007 • Longfoot Communications Corp. • Radio broadcasting stations
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of November 27, 2007, is made by and between Longfoot Communications Corp. a Delaware corporation (the “Company”), the Investors listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”) and Sim Farar, Justin Farar, Joel Farar, PP6O, LLC, Gusmail, LLC and 32 Mayall, LLC (collectively, the “Existing Stockholders”).
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 14th, 2008 • Longfoot Communications Corp. • Radio broadcasting stations
THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of July 14, 2008, is made by and between by and between Longfoot Communications Corp. a Delaware corporation (the “Company”), the Investors listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors”) and Sim Farar, Justin Farar, Joel Farar, PP6O, LLC, Gusmail, LLC and 32 Mayall, LLC (collectively, the “Existing Stockholders”).
IRREVOCABLE FUNDING AGREEMENTIrrevocable Funding Agreement • December 26th, 2006 • Longfoot Communications Corp. • Radio broadcasting stations • California
THIS IRREVOCABLE FUNDING AGREEMENT (“Agreement”) is entered into as of December 18, 2006 (“Effective Date”) by and between PP60, LLC, a Delaware limited liability company, (“Lender”) and LONGFOOT COMMUNICATIONS, CORP., a Delaware corporation (“Borrower”), as follows:
ESCROW AGREEMENTEscrow Agreement • August 11th, 2008 • Longfoot Communications Corp. • Radio broadcasting stations • Florida
This Escrow Agreement (this “Escrow Agreement”), dated as of August 8, 2008 by and among Longfoot Communications Corp., a Delaware corporation (“Parent”), Kidville Holdings, LLC, a Delaware limited liability company (“Kidville”), the representative of Parent identified on Schedule B hereto (the “Parent Representative”), the representative of Kidville identified on Schedule B hereto (the “Kidville Representative” and, together with the Parent Representative, the “Representatives”) and Greenberg Traurig, P.A., a Florida professional association (the “Escrow Agent”).
AGREEMENTAgreement • August 11th, 2008 • Longfoot Communications Corp. • Radio broadcasting stations • New York
This Agreement (“Agreement”) is made and entered into as of 10th day of August, 2006, by and between Kidville, NY, LLC, a limited liability company organized under the laws of the State of New York, with its principal place of business at 163 East 84th Street, New York, New York 10028 (hereinafter “Kidville”) and Little Maestros, LLC, a limited liability company organized under the laws of the State of New York, with its principal place of business at 169 East 69th Street, New York, New York 10021 (hereinafter, “LM”).
SHARE SURRENDER AGREEMENTShare Surrender Agreement • July 14th, 2008 • Longfoot Communications Corp. • Radio broadcasting stations • Delaware
THIS SHARE SURRENDER AGREEMENT (this “Agreement”) is made as of this 14th day of July, 2008, by and among Longfoot Communications Corp., a Delaware corporation (the “Company”), Frost Gamma Investments Trust (“FGIT”), Dr. Jane Hsiao (“Dr. Hsiao”), Dr. Subbarao Uppaluri (“Dr. Uppaluri”), Steven D. Rubin (“Rubin”), Sim Farar (“Farar”) and PP6O, LLC (“PP6O”, and together with FGIT, Dr. Hsiao, Dr. Uppaluri, Rubin and Farar, the “Stockholders” and each such person, a “Stockholder”).
ASSET PURCHASE AGREEMENT by and between VILLAGE BROADCASTING CORP. and THOMAS WERNER FOR THE SALE AND PURCHASE OF BROADCAST EQUIPMENTAsset Purchase Agreement • November 26th, 2007 • Longfoot Communications Corp. • Radio broadcasting stations • California
THIS ASSET PURCHASE AGREEMENT (“Agreement”), made and entered into as of this 12th day of November, 2007, by and between VILLAGE BROADCASTING COMPANY, a corporation organized under the laws of the State of California (“Seller”), and THOMAS WERNER, a resident of the State of California (“Buyer”).
MERGER AGREEMENT BY AND AMONG LONGFOOT COMMUNICATIONS CORP., KIDVILLE HOLDINGS, LLC AND KIDVILLE MERGER CORP., INC. DATED AS OF JULY 14, 2008Merger Agreement • July 14th, 2008 • Longfoot Communications Corp. • Radio broadcasting stations
THIS MERGER AGREEMENT (this “Agreement”) is entered into as of July 14, 2008, among LONGFOOT COMMUNICATIONS CORP., a Delaware corporation (“Parent”), KIDVILLE HOLDINGS, LLC, a Delaware limited liability company (“Kidville”), and KIDVILLE MERGER CORP., INC, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
ASSET PURCHASE AGREEMENT dated as of December 31, 2008 among KIDVILLE JWT, LLC, KIDVILLE, INC., JWT KIDS INC., JWT IP, INC., and ASH ROBINSONAsset Purchase Agreement • January 6th, 2009 • Kidville, Inc. • Services-child day care services • New York
This ASSET PURCHASE AGREEMENT is dated as of December 31, 2008 (this “Agreement”) among Kidville JWT, LLC, a New York limited liability Company (the “Purchaser”), Kidville, Inc., a Delaware corporation (the “Kidville”), JWT Kids, Inc., a California corporation (“JWT Kids”) and JWT IP, Inc., a California corporation (“JWT IP”) (JWT Kids and JWT IP are sometimes each hereinafter referred to as a “Seller” and collectively as, the “Sellers”), and Ash Robinson (“Robinson” and/or “Stockholder”).
CONSTRUCTION PERMITS PURCHASE AGREEMENT --------------------------------------- THIS CONSTRUCTION PERMITS PURCHASE AGREEMENT (this "Agreement") is made as of October 13, 2005 between Dean M. Mosely, an individual residing in the State of Louisiana...Construction Permits Purchase Agreement • December 2nd, 2005 • Longfoot Communications Corp. • California
