EX-10.1 Second Amendment to Stock Purchase Agrmt.






Exhibit 10.1




SECOND AMENDMENT




TO




STOCK PURCHASE AGREEMENT




     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”).



RECITALS




     A. The Company, the Investors and the Existing Stockholders (collectively the “Parties”)
entered into that certain Stock Purchase Agreement dated as of October 22, 2007, as amended by that
certain First Amendment to Stock Purchase Agreement, dated as of November 27, 2007, by and between
the Parties (the “Agreement”).



     B. The Parties desire to amend the Agreement, in the manner and on the terms and conditions
hereinafter set forth.



     C. Capitalized terms that are not defined in this Amendment have the meanings ascribed to them
in the Agreement. Except as explicitly amended and set forth in this Amendment, all other terms and
provisions of the Agreement remain applicable, operative and unchanged.



AGREEMENTS




     NOW, THEREFORE, in consideration of these premises, the mutual covenants and agreements herein
contained and for other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the Company, the Investors and the Existing Stockholders hereby agree as
follows:



ARTICLE 1 – AMENDMENT




     Section 5.11 of the Agreement shall be deleted in its entirety and replaced with the
following, subject to the approval of a majority of (i) the stockholders of the Company and (ii)
the stockholders of the Company not including the signatories to this Agreement, in each case as of
the record date for the vote:




No Further Reverse Splits. Each Party covenants that for a period of
twenty-four (24) full months following the Closing (the “Restricted Period”) to take
no action to effect or permit any further reverse splits, reverse combinations or
reverse consolidations of the outstanding shares of the Company; provided,
however, that, during the Restricted Period, any Party may take such action
necessary or appropriate to effect one reverse split, reverse combination or reverse
consolidation in a ratio not to exceed 1:2.5.



ARTICLE 2 – MISCELLANEOUS




     2.1 Waivers and Amendments. The Agreement and this Amendment may be further amended
or modified in whole or in part only by a writing which makes reference to the Agreement and this
Amendment executed by the Investors, the Existing Stockholders and the Company. The obligations



 









 





of any party hereunder may be waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of the party claimed to have given
the waiver; provided, however, that any waiver by any party of any violation of, breach of, or
default under any provision of this Amendment or any other agreement provided for herein shall not
be construed as, or constitute, a continuing waiver of such provision, or waiver of any other
violation of, breach of or default under any other provision of this Amendment or any other
agreement provided for herein.



     2.2 Entire Agreement. The Agreement (together with the Schedules and the Exhibits
thereto) and the other agreements and instruments expressly provided for herein, together with this
Amendment (together with the Exhibits hereto), set forth the entire understanding of the parties
hereto and supersede in their entirety all prior contracts, agreements, arrangements,
communications, discussions, representations, and warranties, whether oral or written, among the
parties with respect to the subject matter hereof.



     2.3 Governing Law. The Agreement and this Amendment shall in all respects be governed
by and construed in accordance with the internal substantive laws of the State of Delaware without
giving effect to the principles of conflicts of law thereof.



     2.4 Public Announcements. The parties shall consult with each other before issuing,
and provide each other a reasonable opportunity to review and comment upon, any press release or
public statement with respect to the Agreement and this Amendment and the transactions contemplated
thereby and, except as may be required by applicable law, will not issue any such press release or
make any such public statement prior to such consultation.



     2.5 Counterparts; Facsimile Signatures. This Amendment may be executed in any number
of counterparts, each of which shall be deemed to be an original, and all of which together will
constitute one and the same instrument. Any facsimile copy of this Amendment will be deemed an
original for all purposes.



     2.6 Successors and Assigns. This Amendment shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted assigns, except
that the Company may not assign or transfer its rights hereunder without the prior written consent
of the Investors and the Existing Stockholders.



     2.7 Third Parties. Nothing expressed or implied in the Agreement or this Amendment is
intended, or shall be construed, to confer upon or give any Person other than the parties hereto
and their successors and assigns any rights or remedies under or by reason of the Agreement or this
Amendment.



     2.8 Schedules. Exhibit A attached to this Amendment is incorporated herein
and shall be part of this Amendment for all purposes.



     2.9 Headings. The headings in this Amendment are solely for convenience of reference
and shall not be given any effect in the construction or interpretation of this Amendment.



     2.10 Interpretation. Whenever the context may require, any pronoun used herein shall
include the corresponding masculine, feminine or neuter forms, and the singular form of nouns,
pronouns and verbs shall include the plural and vice versa.



[Signature Page Follows]




 









 





     IN WITNESS WHEREOF, the Company, each of the Existing Stockholders and each of the Investors
have executed this Amendment as of the date first above written.



	 	 	 	 	 
	 	THE COMPANY:





Longfoot Communications Corp.,

a Delaware corporation

 	 
	 	By:  	/s/ Glenn L. Halpryn
 	 
	 	 	Name:  	Glenn L. Halpryn 	 
	 	 	Title:  	President 	 
	 
	 	THE INVESTORS:





Frost Gamma Investments Trust

 	 
	 	/s/ Dr. Phillip Frost
 	 
	 	By: Dr. Phillip Frost 	 
	 	Its: Trustee 	 
	 
	 	 	 
	 	                                                     /s/ Dr. Jane Hsiao
 	 
	 	Dr. Jane Hsiao 	 
	 	 	 
	 
	 	 	 
	 	                                                     /s/ Steven D. Rubin
 	 
	 	Steven D. Rubin 	 
	 	 	 
	 
	 	 	 
	 	                                                     /s/ Subbarao Uppaluri
 	 
	 	Subbarao Uppaluri 	 
	 	 	 
	 
	 	THE EXISTING STOCKHOLDERS:

 	 
	 	/s/ Sim Farar
 	 
	 	Sim Farar 	 
	 	 	 
	 
	 	 	 
	 	                                                     /s/ Justin Farar
 	 
	 	Justin Farar 	 
	 	 	 
	 
	 	 	 
	 	                                                     /s/ Joel Farar
 	 
	 	Joel Farar 	 
	 	 	 



Signature Page to Second Amendment to Stock Purchase Agreement




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	PP6O, LLC

 	 
	 	/s/ Sim Farar
 	 
	 	By: Sim Farar 	 
	 	Its: Member 	 
	 
	 	Gusmail, LLC

 	 
	 	/s/ Justin Farar
 	 
	 	By: Justin Farar 	 
	 	Its: Member 	 
	 
	 	32 Mayall, LLC

 	 
	 	/s/ Joel Farar
 	 
	 	By: Joel Farar 	 
	 	Its: Member 	 
	 



Signature Page to Second Amendment to Stock Purchase Agreement




 









 








EXHIBIT A
 


SCHEDULE OF INVESTORS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Number of Shares of	 	 	 	 
	 	Name, Address and	 	 	Common Stock to be	 	 	Percentage of	 
	 	State of Residence	 	 	Purchased	 	 	Shares Purchased	 
	 	Frost Gamma Investments Trust

4400 Biscayne Boulevard

Suite 1500

Miami, Florida 33137

	 	 	 	1,222,713	 	 	 	 	72	%	 
	 	Dr. Jane Hsiao

4400 Biscayne Boulevard

Suite 1500

Miami, Florida 33137

	 	 	 	305,677	 	 	 	 	18	%	 
	 	Steven D. Rubin

4400 Biscayne Boulevard

Suite 1500

Miami, Florida 33137

	 	 	 	84,911	 	 	 	 	5	%	 
	 	Subbarao Uppaluri

4400 Biscayne Boulevard

Suite 1500

Miami, Florida 33137

	 	 	 	84,911	 	 	 	 	5	%