SHARE SURRENDER AGREEMENT
Exhibit 10.2
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”), Xx. Xxxx Xxxxx (“Xx. Xxxxx”), Xx. Xxxxxxxx
Xxxxxxxx (“Xx. Xxxxxxxx”), Xxxxxx X. Xxxxx (“Xxxxx”), Sim Xxxxx (“Xxxxx”)
and PP6O, LLC (“PP6O”, and together with FGIT, Xx. Xxxxx, Xx. Xxxxxxxx, Xxxxx and Xxxxx,
the “Stockholders” and each such person, a “Stockholder”).
WHEREAS, in connection with the transactions contemplated by a Merger Agreement (as may be
amended or supplemented, the “Merger Agreement”), to be dated on or about the date hereof,
by and among the Company, Kidville Holdings, LLC, a Delaware limited liability company, and
Kidville Merger Corp. Inc., a Delaware corporation, the Stockholders have deemed it appropriate to
surrender to the Company certain shares (the “Shares”) of common stock, par value $0.001
per share, of the Company, as set forth on Schedule A hereto.
NOW, THEREFORE, in consideration for their mutual promises and intending to be legally bound,
the Parties agree as follows:
1. Surrender of Shares
(a) Surrender and Acceptance by Company. The Stockholders hereby surrender (the
“Surrender”) to the Company, and the Company hereby accepts from the Stockholders, the
Shares, free and clear of any liens, mortgages, adverse claims, charges, security interests,
encumbrances, any interest of any third party or other restrictions or limitations whatsoever of
any kind.
(b) Effective Time of Surrender. The Surrender shall become effective at one minute
prior to the Effective Time (as defined in the Merger Agreement).
2. Applicable Law. This Agreement shall be governed by the laws of the State of
Delaware without regard to the rules of conflict of laws of such state that would cause the laws of
another jurisdiction to apply.
3. Entire Agreement; Amendments. This Agreement and the documents contemplated hereby
represent the entire agreement among the parties hereto with respect to the subject matter hereof,
and no amendment hereto shall be effective unless in writing and signed by the party sought to be
charged thereby.
4. Counterparts; Facsimile Signature. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of which, together, shall
constitute one and the same instrument. Facsimile and other electronically scanned signatures
shall be deemed originals for all purposes of this Agreement.
5. Benefits; Binding Effect.
This Agreement shall be for the benefit of and binding upon the parties hereto and their respective
heirs, personal representatives, legal representatives, successors and, where permitted and
applicable, assigns, including, without limitation, any successor to the Company, FGIT or PP6O,
whether by merger, consolidation, sale of stock, sale of assets or otherwise.
[Signatures Follow on Next Page]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written
above.
| LONGFOOT COMMUNICATIONS CORP. |
||||
| By: | /s/ Xxxx Xxx Xxxxxxxx | |||
| Name: | Xxxx Xxx Xxxxxxxx | |||
| Title: | Chief Financial Officer | |||
| FROST GAMMA INVESTMENTS TRUST |
||||
| By: | /s/ Dr. Xxxxxxx Xxxxx | |||
| Name: | Dr. Xxxxxxx Xxxxx | |||
| Title: | Trustee | |||
| PP6O, LLC |
||||
| By: | /s/ Sim Xxxxx | |||
| Name: | Sim Xxxxx | |||
| Title: | Member | |||
| /s/ Xx. Xxxx Xxxxx, Ph.D. | ||||
| Xx. Xxxx Xxxxx, Ph.D. | ||||
| /s/ Xx. Xxxxxxxx Xxxxxxxx | ||||
| Xx. Xxxxxxxx Xxxxxxxx | ||||
| /s/ Xxxxxx X. Xxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
| /s/ Sim Xxxxx | ||||
| Sim Xxxxx | ||||
Signature Page to Share Surrender Agreement
Schedule A
| Stockholder | Number of Shares Surrendered | ||||||
Frost Gamma Investments Trust |
1,168,836 | ||||||
Xx. Xxxx Xxxxx |
292,208 | ||||||
Xx. Xxxxxxxx Xxxxxxxx |
81,169 | ||||||
Xxxxxx X. Xxxxx |
81,169 | ||||||
Sim Xxxxx and PP6O, LLC, collectively |
586,672 | ||||||
