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