781,250 UNITS OFGranahan McCourt Acquisition CORP • September 28th, 2006 • Blank checks • New York
Exhibit 10.5 GRANAHAN MCCOURT ACQUISITION CORPORATION SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made as of the 20th day of July, 2006, by and between GRANAHAN MCCOURT ACQUISITION CORPORATION, a Delaware corporation (the...Subscription Agreement • July 26th, 2006 • Granahan McCourt Acquisition CORP • New York
Exhibit 1.1 15,625,000 Units Granahan McCourt Acquisition Corporation UNDERWRITING AGREEMENTGranahan McCourt Acquisition CORP • September 28th, 2006 • Blank checks • New York
Exhibit 1.1 15,625,000 Units Granahan McCourt Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2006 • Granahan McCourt Acquisition CORP • Blank checks • New York
EXHIBIT 10.11 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of ______________, 2006, by and among Granahan McCourt Acquisition Corporation, a Delaware corporation (the "COMPANY") and the...Registration Rights Agreement • October 17th, 2006 • Granahan McCourt Acquisition CORP • Blank checks • New York
EXHIBIT 10.8 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of [______] [__], 2006 by and between Granahan McCourt Acquisition Corporation (the "Company") and Continental Stock Transfer & Trust Company (the "Trustee"). WHEREAS, the...Investment Management Trust Agreement • October 17th, 2006 • Granahan McCourt Acquisition CORP • Blank checks • New York
Draft - October 15, 2006 11,250,000 Units Granahan McCourt Acquisition Corporation UNDERWRITING AGREEMENTGranahan McCourt Acquisition CORP • October 16th, 2006 • Blank checks • York
EXHIBIT 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT is made as of October [__], 2006 between Granahan McCourt Acquisition Corporation, a Delaware corporation, with offices at 179 Stony Brook Road, Hopewell, NJ 08525 (the "COMPANY"), and Continental...Warrant Agreement • October 17th, 2006 • Granahan McCourt Acquisition CORP • Blank checks • New York
DEMAND NOTEDemand Note • June 26th, 2008 • Granahan McCourt Acquisition CORP • Radio & tv broadcasting & communications equipment
FOR VALUE RECEIVED, the undersigned, Granahan McCourt Acquisition Corporation, a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay, as provided below, to David C. McCourt (the “Lender”), the principal sum of six hundred thousand U.S. dollars ($600,000), by wire transfer of immediately available funds. No interest shall accrue on the unpaid principal balance of this Demand Note. Capitalized terms used and not defined herein shall have the meanings set forth in Borrower’s fourth amended and restated certificate of incorporation.
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2008 • Granahan McCourt Acquisition CORP • Blank checks • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of April 24, 2008, by and between PRO BRAND INTERNATIONAL, INC., a Georgia corporation (the “Company”), GRANAHAN MCCOURT ACQUISITION CORPORATION, a Delaware corporation (“Parent”) and PHILIP SHOU (“Executive”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
Exhibit 10.12 AMENDED AND RESTATED PLACEMENT UNIT AND WARRANT PURCHASE AGREEMENT AMENDED AND RESTATED PLACEMENT UNIT AND WARRANT PURCHASE AGREEMENT (this "Agreement") made as of this 7th day of September, 2006 between Granahan McCourt Acquisition...Placement Unit and Warrant Purchase Agreement • September 11th, 2006 • Granahan McCourt Acquisition CORP • Blank checks • New York
EXHIBIT 10.12 SECOND AMENDED AND RESTATED PLACEMENT WARRANT PURCHASE AGREEMENT SECOND AMENDED AND RESTATED PLACEMENT WARRANT PURCHASE AGREEMENT (this "Agreement") made as of this 27th day of September, 2006 between Granahan McCourt Acquisition...Placement Warrant Purchase Agreement • September 28th, 2006 • Granahan McCourt Acquisition CORP • Blank checks • New York
EXHIBIT 10.13 [OMNIBUS FORM OF INSIDER LETTER AGREEMENT] Granahan McCourt Acquisition Corporation 179 Stony Brook Road Hopewell, NJ 08525 Deutsche Bank Securities Inc. As representative of the several underwriters c/o Deutsche Bank Securities Inc. 60...Granahan McCourt Acquisition CORP • October 18th, 2006 • Blank checks • New York
EXHIBIT 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT is made as of [________] [__], 2006 between Granahan McCourt Acquisition Corporation, a Delaware corporation, with offices at 179 Stony Brook Road, Hopewell, NJ 08525 (the "COMPANY"), and...Warrant Agreement • September 11th, 2006 • Granahan McCourt Acquisition CORP • Blank checks • New York
MUTUAL TERMINATION AGREEMENTMutual Termination Agreement • October 28th, 2008 • Granahan McCourt Acquisition CORP • Radio & tv broadcasting & communications equipment • New York
This MUTUAL TERMINATION AGREEMENT is entered into as of October 28, 2008 (this “Agreement”), by and among Granahan McCourt Acquisition Corporation, a Delaware corporation (“GMAC”), Satellite Merger Corp., a Georgia corporation (“Merger Sub”), Pro Brand International, Inc. (“PBI”), and certain equity holders of PBI who are parties to the Merger Agreement (“Sellers”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 12th, 2008 • Granahan McCourt Acquisition CORP • Blank checks • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 25, 2008, by and between Patrick Tangney, a resident of the State of New York (“Buyer”) and David C. McCourt, a resident of the State of New Jersey (“Seller”).
EXHIBIT 10.13 [OMNIBUS FORM OF INSIDER LETTER AGREEMENT] Granahan McCourt Acquisition Corporation 179 Stony Brook Road Hopewell, NJ 08525 Deutsche Bank Securities Inc. As representative of the several underwriters c/o Deutsche Bank Securities Inc. 60...Granahan McCourt Acquisition CORP • October 17th, 2006 • Blank checks
Exhibit 10.9 GRANAHAN MCCOURT ACQUISITION CORPORATION JULY 24, 2006 Granahan McCourt Capital, LLC 179 Stony Brook Road Hopewell, NJ 08525 Ladies and Gentlemen: This letter will confirm our agreement that commencing on July 1, 2006 Granahan McCourt...Granahan McCourt Acquisition CORP • July 26th, 2006
This letter will confirm our agreement that commencing on July 1, 2006 Granahan McCourt Capital, LLC ("Capital") shall make available to Granahan McCourt Acquisition Corporation ("GMC") certain office space and general and administrative services as may be required by GMC, situated at 179 Stony Brook Road, Hopewell, NJ 08525, and/or their offices at 167 Stony Brook Road, or any other office space Capital occupies. In exchange therefore, GMC shall pay Capital the sum of $10,000 per month. GMC will pay Capital the $10,000 monthly fee each month until the earlier of (i) the completion of GMC's initial business combination and (ii) GMC's dissolution.
AMENDMENT ON THE TERMS AND CONDITIONS GOVERNING PURCHASESThe Terms and Conditions • June 26th, 2008 • Granahan McCourt Acquisition CORP • Radio & tv broadcasting & communications equipment
This Agreement made and entered into this day, June 10, 1997, by and between Prime Electronic & Satellite, Inc. (“PESI”), having its principal place of business at 7 Industrial 9 Road, Ping-Cheng Industrial Park, Ping Cheng 324, Tao-Yuan Hsien, Taiwan, R.O.C. Tel: 011-886-3-469-9886, Fax: 011-886-3-469-9887, and Pro Brand International, Inc. (“PBI”), having its principal place of business at 1900 West Oak Circle, Marietta, Georgia 60032, U.S.A.
EXHIBIT 10.13 [OMNIBUS FORM OF INSIDER LETTER AGREEMENT] Granahan McCourt Acquisition Corporation 179 Stony Brook Road Hopewell, NJ 08525 Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen:...Granahan McCourt Acquisition CORP • September 28th, 2006 • Blank checks • New York
RESTRICTION AGREEMENTRestriction Agreement • September 30th, 2008 • Granahan McCourt Acquisition CORP • Radio & tv broadcasting & communications equipment • New York
This RESTRICTION AGREEMENT (the “Agreement”) is entered into as of September [ ], 2008 by and between Granahan McCourt Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (the “Holder”).
EXHIBIT 10.13 [OMNIBUS FORM OF INSIDER LETTER AGREEMENT] Granahan McCourt Acquisition Corporation 179 Stony Brook Road Hopewell, NJ 08525 Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 Re: INITIAL PUBLIC OFFERING Ladies and Gentlemen:...Granahan McCourt Acquisition CORP • September 11th, 2006 • Blank checks • New York
DEMAND NOTEDemand Note • September 4th, 2008 • Granahan McCourt Acquisition CORP • Radio & tv broadcasting & communications equipment
FOR VALUE RECEIVED, the undersigned, Granahan McCourt Acquisition Corporation, a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay, as provided below, to David C. McCourt (the “Lender”), the principal sum of Nine-Hundred Thousand Dollars ($900,000), by wire transfer of immediately available funds. No interest shall accrue on the unpaid principal balance of this Demand Note. Capitalized terms used and not defined herein shall have the meanings set forth in Borrower’s fourth amended and restated certificate of incorporation.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 12th, 2008 • Granahan McCourt Acquisition CORP • Blank checks • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 24, 2008, by and between Gopi Sundaram, resident of the State of New York (“Buyer”) and David C. McCourt, a resident of the State of New Jersey (“Seller”).
EXHIBIT 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT is made as of [________] [__], 2006 between Granahan McCourt Acquisition Corporation, a Delaware corporation, with offices at 179 Stony Brook Road, Hopewell, NJ 08525 (the "COMPANY"), and...Warrant Agreement • September 28th, 2006 • Granahan McCourt Acquisition CORP • Blank checks • New York
AGREEMENT AND PLAN OF MERGER betweenAgreement and Plan of Merger • April 30th, 2008 • Granahan McCourt Acquisition CORP • Blank checks • Georgia
This AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2008 (this “Agreement”), by and among Granahan McCourt Acquisition Corporation, a Delaware corporation (“Parent”), Satellite Merger Corp., a Georgia corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Pro Brand International, Inc., a Georgia corporation (the “Company”) and each of the equityholders of the Company who has executed a signature page hereto (collectively, the “Sellers”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 4th, 2008 • Granahan McCourt Acquisition CORP • Radio & tv broadcasting & communications equipment
This Amendment No. 1 (this “Amendment”) to that certain Agreement and Plan of Merger, dated as of April 24, 2008 (the “Merger Agreement”), by and among Granahan McCourt Acquisition Corporation, Satellite Merger Corp., Pro Brand International, Inc. and each of the equityholders of Pro Brand International, Inc. who has executed a signature page to the Merger Agreement, is dated as of September 3, 2008.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • May 15th, 2007 • Granahan McCourt Acquisition CORP • Blank checks
This Stock Repurchase Agreement (the “Agreement”), dated January 16, 2007, is by and between David C. McCourt (the “Stockholder”) and Granahan McCourt Acquisition Corporation (the “Company”).
Consent of Proposed DirectorGranahan McCourt Acquisition CORP • May 12th, 2008 • Blank checks
The undersigned hereby consents to serve as a director of Granahan McCourt Acquisition Corporation (the "Corporation") if the Agreement and Plan of Merger (the "Merger Agreement"), by and among Satellite Merger Corp., a Georgia corporation ("Merger Sub"), the Corporation, Pro Brand International, Inc., a Georgia corporation ("PBI"), and each of the equityholders of PBI listed therein, and the transactions contemplated by the Merger Agreement, are consummated, and to be named as a potential director of the Corporation in the Registration Statement on Form S-4 related to the Merger Agreement.
Consent of Proposed DirectorGranahan McCourt Acquisition CORP • May 12th, 2008 • Blank checks
The undersigned hereby consents to serve as a director of Granahan McCourt Acquisition Corporation (the "Corporation") if the Agreement and Plan of Merger (the "Merger Agreement"), by and among Satellite Merger Corp., a Georgia corporation ("Merger Sub"), the Corporation, Pro Brand International, Inc., a Georgia corporation ("PBI"), and each of the equityholders of PBI listed therein, and the transactions contemplated by the Merger Agreement, are consummated, and to be named as a potential director of the Corporation in the Registration Statement on Form S-4 related to the Merger Agreement.
VOTING AGREEMENTVoting Agreement • April 30th, 2008 • Granahan McCourt Acquisition CORP • Blank checks • Georgia
VOTING AGREEMENT dated as of April 24, 2008 (this “Agreement”), by and among Granahan McCourt Acquisition Corporation, a Delaware corporation (“Parent”), and the individuals and other parties listed on Schedule A attached hereto (each a “Shareholder” and collectively, the “Shareholders”).
