Exhibit 10.1
EXECUTION COPY
MUTUAL TERMINATION
AGREEMENT
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”).
RECITALS
WHEREAS, GMAC, Merger Sub, PBI and
Sellers are parties to that certain Agreement and Plan of Merger,
dated as of April 24, 2008, as amended by Amendment No. 1
to the Merger Agreement, dated September 3, 2008, (the
“Merger Agreement”) (capitalized terms used herein but
not otherwise defined herein shall have the meanings ascribed to
them in the Merger Agreement);
WHEREAS, the stockholders of GMAC
did not approve the Merger Agreement, and holders of more than 20%
of GMAC’s IPO Shares exercised their conversion rights at
GMAC’s special meeting of stockholders on October 21,
2008; and
WHEREAS, Section 8.1 of the
Merger Agreement provides that the Merger Agreement may be
terminated (a) by written agreement of GMAC and Sellers or
(b) by either GMAC or Sellers if GMAC’s stockholder do
not approve the Merger Agreement or if holders of more than 20% of
GMAC’s IPO Shares exercised their conversion
rights.
AGREEMENT
NOW, THEREFORE, in consideration of
the premises and the agreements set forth herein, and intending to
be legally bound hereby, the parties agree as follows:
1.
Termination of Merger
Agreement . GMAC,
Merger Sub, PBI and Sellers hereby terminate the Merger Agreement
pursuant to Section 8.1 of the Merger Agreement, effective
immediately upon the execution of this Agreement.
2.
Effect of Termination; Mutual
Discharge and Release . Each party hereto, on behalf of itself
and, to the extent permitted by law, its affiliates, subsidiaries,
directors, officers, stockholders, employees, agents, financial and
legal advisors and other representatives, and the successors and
assigns of each of them (each, a “ Releasing Party
”), hereby fully, finally and forever releases each other
party hereto and each of their respective affiliates, subsidiaries,
directors, officers, stockholders, employees, agents, financial and
legal advisors and other representatives, and the successors and
assigns of each of them, from any and all liabilities and
obligations, claims, causes of action and suits, at law or in
equity, whether arising under any United States federal, state or
local or any foreign law or otherwise, that any Releasing Party has
or has had arising out of, relating to, or in connection with the
Merger Agreement and the transactions contemplated thereby,
including, without limitation, any liability or obligation arising
out of any breach of any representation, warranty, covenant or
agreement contained in the
