PARENT LOCK-UP AGREEMENT
Exhibit 10.1
| Parent Corp. | ||||
Attn: |
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Ladies and Gentlemen:
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 accordance with the rules
and regulations of the United States Securities and Exchange Commission and Parent Shares that may
be issued upon exercise of any options or warrants, or securities convertible into or exercisable
or exchangeable for Parent Shares, (2) enter into any swap or other derivatives transaction that
transfers to another, in whole or in part, any of the economic benefits or risks of ownership of
Parent Shares, whether any such transaction described in clause (1) or (2) above is to be settled
by delivery of Parent Shares or other securities, in cash or otherwise, (3) make any demand for or
exercise any right or cause to be filed a registration statement, including any amendments thereto,
with respect to the registration of any Parent Shares or securities convertible into or exercisable
or exchangeable for Parent Shares or any other securities of Parent, or (4) publicly disclose the
intention to do any of the foregoing, in each case, for a period commencing on the date of the
closing of the Merger Agreement and ending on the second anniversary of such date.
In furtherance of the foregoing, Parent and its transfer agent on its behalf are hereby
authorized to decline to make any transfer of securities if such transfer would constitute a
violation or breach of this Lock-Up Letter Agreement.
The undersigned hereby represents and warrants that the undersigned has full power and
authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will
execute any additional documents necessary in connection with the enforcement hereof. Any
obligations of the undersigned shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
| Yours truly, |
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| By: | ||||
| Name: | ||||
| Title: | ||||
Dated:
