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
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”).
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”).
