Exhibit 10.1
DEMAND NOTE
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U.S. $900,000
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September 3, 2008
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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.
The aggregate outstanding principal
amount of this Demand Note (this “ Demand Note
”) shall be due and payable in cash on the earliest of
(a) one (1) business day following the Lender’s
written demand to Borrower for such payment, (b) upon
consummation of a Business Combination and (c) upon
liquidation of the Trust Fund (the “ Maturity
Date ”). This Demand Note may be prepaid in
whole or in part without penalty by the Borrower at any time prior
to the Maturity Date.
The following shall constitute
events of default (each, an “ Event of Default
”) for purposes of this Demand Note: (i) a default by
Borrower in the payment of the principal of this Demand Note when
due and payable if such default is not cured by Borrower within two
(2) days after Lender has given Borrower written notice of
such default; (ii) the institution by Borrower of proceedings
to be adjudicated as bankrupt or insolvent, or the consent by it to
the institution of bankruptcy or insolvency proceedings against it
or the filing by it of a petition or answer or consent seeking
reorganization or release under the federal bankruptcy laws, or any
other applicable law, or the consent by it to the filing of any
such petition or the appointment of a receiver, liquidator,
assignee, trustee or other similar official of Borrower, or of any
substantial part of its property, or the making by it of an
assignment for the benefit of creditors, or the taking of corporate
action by Borrower in furtherance of any such action; and
(iii) if, within thirty (30) days after the commencement of an
action against Borrower seeking any bankruptcy, insolvency,
reorganization, liquidation, dissolution or similar relief under
an
