SHARE SURRENDER AGREEMENT
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EX-10.2 4 g14215exv10w2.htm EX-10.2 SHARE SURRENDER AGREEMENT EX-10.2 Share Surrender Agreement
Exhibit 10.2
SHARE SURRENDER AGREEMENT
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).
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/ Alan Jay Weisberg | |||
Name: | Alan Jay Weisberg | |||
Title: | Chief Financial Officer | |||
FROST GAMMA INVESTMENTS TRUST | ||||
By: | /s/ Dr. Phillip Frost | |||
Name: | Dr. Phillip Frost | |||
Title: | Trustee | |||
PP6O, LLC | ||||
By: | /s/ Sim Farar | |||
Name: | Sim Farar | |||
Title: | Member | |||
/s/ Dr. Jane Hsiao, Ph.D. | ||||
Dr. Jane Hsiao, Ph.D. | ||||
/s/ Dr. Subbarao Uppaluri | ||||
Dr. Subbarao Uppaluri | ||||
/s/ Steven D. Rubin | ||||
Steven D. Rubin | ||||
/s/ Sim Farar | ||||
Sim Farar | ||||
Signature Page to Share Surrender Agreement
Schedule A
Stockholder | Number of Shares Surrendered | ||||||
Frost Gamma Investments Trust | 1,168,836 | ||||||
Dr. Jane Hsiao | 292,208 | ||||||
Dr. Subbarao Uppaluri | 81,169 | ||||||
Steven D. Rubin | 81,169 | ||||||
Sim Farar and PP6O, LLC, collectively | 586,672 | ||||||