lcc_ex1010a-71130.htm


    Exhibit
      10.10(a)

     

    FIRST
      AMENDMENT

     

    TO

     

    STOCK
      PURCHASE AGREEMENT

     

    THIS
      FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Amendment”),
      dated as of November 27, 2007, is made 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 (the
      “Agreement”).

     

    B.    In
      November
      2007 the Company sold the operating assets of the Company’s wholly owned
      operating subsidiary for $11,500.00 and returned its low power television
      license to the Federal Communications Commission, resulting in the Company’s
      having no further active business operations.

     

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

     

    D.    Terms
      defined
      in the Agreement shall have the same meaning when used herein.

     

    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 Parties hereby
      agree as follows:

     

    1.           Purchase
      Price. As and when used in the Agreement “Purchase Price”
shall mean: the cash and cash equivalents of the Company
      at the Closing Date
      after deducting any and all liabilities, including liabilities related in any
      manner to (i) the Stockholders Consent, (ii) soliciting approval of
      the Company Stockholder Proposals and (iii) the costs and expenses of the
      transactions contemplated thereby. The Existing Stockholders represent and
      warrant that they will provide, as contributions to the capital of the Company,
      such added funds so that at the Closing Date the cash and cash equivalents
      of
      the Company, net of all liabilities and costs, including without limitation
      net
      of those liabilities and costs related in any manner to Section 1, items (i)
      to
      (iii) above, shall be an amount that is equal to $50,000.   In
      addition, if it is subsequently determined after the Closing Date that the
      cash
      and cash equivalents of the Company net of all such liabilities and costs was
      not (at least) $50,000, then the Existing Stockholders shall promptly following
      written notice of such determination pay cash into the Company to make up the
      difference.

     

    2.           Closing.  The
      Closing of the issuance and sale of the Shares pursuant to Section 2.1 of
      the Agreement and certain of the other transactions contemplated thereby will
      take place at 9200 Sunset Blvd., 9th Floor,
      West
      Hollywood. California 90069 on the next business day (or such later date as
      the
      parties hereto may agree) following the satisfaction or waiver of the conditions
      set forth in Section VI of the Agreement (the “Closing Date”), or at
      such other time or place as the parties mutually agree.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.           Divestment
      of Businesses; Reverse Stock Split;
      Indemnification

     

    (a)    Each  of
      the Company and the Existing Stockholders represents and warrants that (i)
      the
      Company has completed the Divestment in November 2007 as required under the
      Agreement, except that the Company surrendered and returned the Company’s low
      power television license to the Federal Communications Commission and did not
      sell it to any third party and the Company shall not have any liability with
      respect to such surrender; (ii) in connection with the Divestment, the Company
      has also divested itself of any and all assets and liabilities related in any
      manner to the Businesses; (iii) the terms of the Divestment were satisfactory
      to
      and have been approved by the stockholders of the Company as provided in
Section 5.2 of the Agreement; (iv) any and all such
      liabilities and obligations that were divested have been assumed either by
      the
      Existing Stockholders or by a third party and the Company has been released
      from
      all such liabilities and obligations; (v) the Divestment has been effected
      in
      compliance with any and all applicable laws, rules and regulations, (vi) the
      Reverse Stock Split has been completed and (vii) the Company has obtained the
      Company Stockholder Approval required under Section 5.4 of the
      Agreement.  Pursuant to Stockholder Approval, holders of more than 73%
      of the Company’s voting securities: (a) ratified and approved the Agreement; (b)
      ratified and approved a 1-for-3 reverse split; (c) ratified and approved an
      increase in the number of authorized shares of common stock from 50,000,000
      to
      225,000,000; (d) ratified and approved increasing the number of authorized
      shares of blank check preferred stock from 1,000,000 to 25,000,000; (e) ratified
      and approved adopting new by-laws; and (f) ratified and approved the sale of
      the
      business of the Company.

     

    (b)    The
      indemnification provisions of Section 5.10 of the Agreement shall also apply
      to
      the representations, warranties and covenants of the Existing Stockholders
      contained in this Amendment.

     

    4.           Adjusting
      Number of Shares to the Investors.  In effecting the Reverse Split
      the Company has agreed to round upward any fractional shares that might
      otherwise be issuable to shareholders (the “Round Ups”).  The
      Agreement provides for the Company to issue 1,698,212 shares of common stock
      to
      the Investors based on the initial calculations of the
      Parties.  Section 2.1 of the Agreement requires that the Shares to be
      issued to the Investors will equal fifty-one percent (51%) of the outstanding
      capital stock of the Company at the Closing Date.  As a consequence of
      the Round Ups the Company may be required to increase the number of Shares
      by an
      amount such that the actual number will equal fifty-one percent (51%) and that
      increased number is currently estimated not to exceed an additional one hundred
      seventy (170) shares in the aggregate (the “Adjustment Shares”).  The
      Parties agree that, promptly after the exact number has been determined and
      certified, the Company will issue and deliver certificates evidencing the
      Adjustment Shares to the Investors pro rata to their respective
      interests.  The obligations to deliver the Adjustment Shares promptly
      as herein provided, and to assure that the Shares together with the Adjustment
      Shares will equal fifty-one percent (51%) of the outstanding capital stock
      of
      the Company at the Closing Date, shall survive the Closing.

     

    5.           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 Company and the Existing
      Stockholders.  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 Agreement 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 Agreement or any other agreement
      provided for herein.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    6.    Entire
      Agreement.  The
      Agreement (together with the Schedules and the Exhibits thereto), and the other
      agreements and instruments expressly provided for therein, together with this
      Amendment, 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.
      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.

     

    7.    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.

     

    8.    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.

     

    9.    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.

     

    10.   Third
      Parties.
      Nothing
      expressed or implied in the Agreement and 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
      this Agreement.

     

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

     

    12.   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]

     

    


     

    


     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    SIGNATURE
      PAGES TO

    STOCK
      PURCHASE AGREEMENT

    BY
      AND AMONG

    LONGFOOT
      COMMUNICATIONS CORP,

    THE
      EXISTING STOCKHOLDERS AND THE INVESTORS

     

    IN
      WITNESS WHEREOF, the Company, 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/ ARTHUR
              LYONS	 
	 	 	 	 
	 	Name: 	Arthur
              Lyons	 
	 	 	 	 
	 	Title:	President	 
	 	 	 	 


    

     

     

    
      	 	THE
              INVESTORS:	 
	 	 	 
	 	Frost
              Gamma Investment Trust	 
	 	 	 	 
	 	
              By:

            	/s/ PHILLIP
              FROST	 
	 	 	Phillip
              Frost	 
	 	 	 
	 	/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	 


    

    
       

       

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

      
        	 	PP6O,
                LLC	 
	 	 	 	 
	 	 	 	 
	 	
                By:
                  

              	/s/ SIM
                FARAR	 
	 	 	 	 
	 	Its: 	Member	 


      

       

       

      
        	 	Gusmail,
                LLC	 
	 	 	 	 
	 	 	 	 
	 	
                By:
                  

              	/s/ JUSTIN
                FARAR	 
	 	 	 	 
	 	Its: 	Member	 


      

    

     

     

    
      	 	32
              Mayall, LLC	 
	 	 	 	 
	 	 	 	 
	 	
              By:
                

            	/s/ JOEL
              FARAR	 
	 	 	 	 
	 	Its: 	Member	 




     

     

    


     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A

     

    SCHEDULE
      OF INVESTORS

     

    
      	
              Name,
                Address and

              State
                of Residence

            	
              Number
                of Shares of Common Stock to be Purchased

            	
              Percentage
                of

              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%

            


    

    


    
 

     

     

    A-6