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EXHIBIT 10.13
[OMNIBUS FORM OF INSIDER LETTER AGREEMENT]
[_______] [__], 2006
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:
This
letter is being delivered to you in accordance with the
Underwriting
Agreement (the "Underwriting Agreement") entered into by and
between Granahan
McCourt Acquisition Corporation, a Delaware corporation (the
"Company"), and
Deutsche Bank Securities Inc. (the "Underwriter"), relating to an
underwritten
initial public offering (the "IPO") of the Company's units (the
"Units"), each
comprised of one share of the Company's common stock, par value
$0.0001 per
share (the "Common Stock"), and one warrant, which is exercisable
for one share
of Common Stock (a "Warrant"). Certain capitalized terms used
herein are defined
in paragraph 12 hereof.
In
order to induce the Company and the Underwriter to enter into
the
Underwriting Agreement and to proceed with the IPO, and in
recognition of the
benefit that such IPO will confer upon the undersigned as a
stockholder of the
Company, and for other good and valuable consideration, the receipt
and
sufficiency of which are hereby acknowledged, the undersigned
hereby agrees with
the Company and the Underwriter as follows:
1.
If the Company solicits approval of its stockholders of a
Business
Combination, the undersigned will vote all Insider Shares owned by
the
undersigned in accordance with the majority of the votes cast by
the holders
of the IPO Shares. For clarity, the undersigned may vote IPO
Shares
(including such shares purchased by the undersigned in the
aftermarket) owned
by the undersigned in any manner that the undersigned chooses.
2.
(i) [In the event that the Company fails to consummate a
Business
Combination within (a) 18 months after the consummation of the IPO,
unless a
letter of intent, agreement in principle or definitive agreement
has been
executed with respect to a Business Combination within such 18
month period, (an
18-Month Execution Failure") or (b) 24 months after the
consummation of the IPO,
if a letter of intent, agreement in principle or definitive
agreement has been
executed with respect to a Business Combination within 18 months
from the
consummation
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of the IPO but the Business Combination has not been consummated
within such 18
month period ("24-Month Transaction Failure") (the date of the
first such
failure to occur being the "Transaction Failure Date"), the
undersigned will
take all reasonable actions within the undersigned's power and as
permitted
under applicable laws to (1) within a reasonable time prior to the
expiration of
such 18 or 24 month period, as the case may be, adopt and vote to
recommend to
the Company's stockholders a specific plan of dissolution and
liquidation to be
included in a proxy statement to seek stockholder approval for such
plan of
dissolution and liquidation in the event that the Company fails to
so consummate
a Business Combination within such 18- or 24-month period, as the
case may be,
(2) cause to be prepared a preliminary proxy statement that sets
forth such plan
of dissolution and liquidation and recommends that the Company's
stockholders
approve such plan, (3) not later than fifteen (15) days after the
expiration of
such 18 or 24 month period, as the case may be, adopt a resolution
pursuant to
Section 275(a) of the Delaware General Corporation Law finding the
dissolution
of the Company advisable and provide such notices to the Company's
stockholders
as are required by Section 275(a) as promptly thereafter as
possible and (4)
take such other actions in connection with the liquidation of the
Company as are
required by the Company's certificate of incorporation and
bylaws.](1) In the
event of an 18-Month Execution Failure or 24-Month Transaction
Failure, as the
case may be, the undersigned will take all reasonable actions
within the
undersigned's power and as permitted under applicable laws to (x)
cause the
preliminary proxy statement setting forth the specific plan of
dissolution and
liquidation approved by the Company's board of directors to be
filed with the
Securities and Exchange Commission (the "SEC") promptly after the
expiration of
the 18- or 24-month period, as the case may be, AND (y) cause a
meeting of the
Company's stockholders to consider such plan of dissolution and
liquidation to
be held. The undersigned will vote all shares of Common Stock,
including Insider
Shares and IPO Shares, owned directly or indirectly by the
undersigned in favor
of such plan of dissolution and liquidation.
(ii) In the event that the Company's stockholders approve a plan
of
dissolution and liquidation in connection with an 18-Month
Execution Failure or
24-Month Transaction Failure, as the case may be, the undersigned
will take all
reasonable actions within the undersigned's power and as permitted
under
applicable laws to (i) cause the Trust Fund to be liquidated and,
after paying
or reserving for payment the Company's liabilities, distributed to
the holders
of the IPO Shares as soon as practicable but in no event later than
60 (sixty)
calendar days after the Transaction Failure Date and (ii) cause the
Company to
dissolve and liquidate as soon as practicable (the earliest date on
which the
conditions in clauses (i) and (ii) are both satisfied being the
"Liquidation
Date"). The undersigned hereby waives any and all right, title,
interest or
claim of any kind in or to any distributions of the Trust Fund as a
result of
such distribution, or to any other amounts distributed in
connection with a
liquidating distribution of the Company including with respect to
the
undersigned's Insider Shares but other than with respect to any IPO
Shares
owned by the undersigned ("Claim") and hereby waives any Claim
the
undersigned may have in the future as a result of, or arising out
of, any
contracts or agreements with the Company and will not seek recourse
against
the Trust Fund
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(1) This section of
the agreement will appear only in the agreements executed
by
the directors of the Company.
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for any reason whatsoever. The undersigned hereby agrees that the
Company shall
be entitled to reimbursement from the undersigned for any
distribution of the
Trust Fund, or any other amounts distributed by the Company in
connection with a
liquidating distribution, received by the undersigned in respect of
such
person's Insider Shares.
3. [INTENTIONALLY
OMITTED.](2) [Subsequent to the Transaction Failure Date,
the undersigned agrees to indemnify and hold harmless the Company,
against any
and all loss, liability, claims, damage and expense whatsoever
(including, but
not limited to, any and all legal or other expenses reasonably
incurred in
investigating, preparing or defending against any litigation,
whether pending or
threatened, or any claim whatsoever) to which the Company may
become subject as
a result of (i) any claim by any vendor or service provider who is
owed money by
the Company for services rendered or products sold to the Company,
or (ii) any
claim by any acquisition target, but in each case only to the
extent (a) such
vendor, service provider, or acquisition target has not executed a
waiver of
rights or claims to the Trust Fund, and (b) necessary to ensure
that such loss,
liability, claim, damage or expense does not reduce the amount in
the Trust Fund
(or, in the event that such claim arises after the distribution of
the Trust
Fund, to the extent necessary to ensure that the Company's former
stockholders
are not liable for any amount of such loss, liability, claim,
damage or
expense). For avoidance of doubt, the foregoing indemnification
obligation of
the undersigned shall not apply to claims under the Company's
indemnification of
the underwriters of the offering against certain liabilities,
including
liabilities under the Securities Act of 1933. In the event the
Company's assets
held outside the Trust Fund are insufficient to pay the costs and
expenses of
dissolution and liquidation of the Company, the undersigned agrees
to indemnify
and hold harmless th
