Exhibit 2.2
VOTING
AGREEMENT
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 ”).
WHEREAS , all of
the Shareholders are shareholders of Pro Brand
International, Inc., a Georgia Corporation (the “
Company ”);
WHEREAS , Parent,
Satellite Merger Corp., a Georgia corporation and a wholly owned
subsidiary of Parent (“ Merger Sub ”), the
Company and certain shareholders of the Company, propose to enter
into an Agreement and Plan of Merger dated as of the date hereof
(as the same may be amended or supplemented, the “ Merger
Agreement; ” terms used but not defined herein shall have
the meanings set forth in the Merger Agreement) providing for the
merger of Merger Sub with and into the Company (the “
Merger ”), upon the terms and subject to the
conditions set forth in the Merger Agreement;
WHEREAS , each
Shareholder owns the number of shares of Common Stock of the
Company set forth with respect to such Shareholder in Schedule
A hereto (such shares together with any other shares of the
Company or other voting securities of the Company acquired by such
Shareholder after the date hereof and during the term of this
Agreement (including through the exercise of any warrants, stock
options or similar instruments), being collectively referred to
herein as such Shareholder’s “ Company Shares
”);
WHEREAS , the
Merger Agreement provides as a condition to Parent’s
obligations to consummate the Merger that the Shareholders vote to
approve and authorize the Merger Agreement and the Merger by the
requisite vote under the laws of the State of Georgia (the “
Closing Condition ”); and
WHEREAS , the
Shareholders desire to enter into this Agreement to facilitate the
satisfaction of the Closing Condition.
NOW, THEREFORE , in
consideration of the foregoing and the other provisions set forth
herein, the parties hereto, intending to be legally bound, agree as
follows:
1.
Representations and Warranties of Each Shareholder .
Each Shareholder hereby represents and warrants to the Parent,
severally for itself only and not jointly, that such Shareholder (
a ) has the capacity to execute and deliver this
Agreement and to consummate the transactions contemplated hereby, (
b ) has duly and validly executed and delivered this
Agreement and this Agreement constitutes a legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder
in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or
other similar laws affecting creditors’ rights generally and
by general equitable principles (regardless of whether
enforceability is considered in a proceeding in equity or at law),
( c ) is the owner of the Shareholder’s Company
Shares set forth on Schedule A , free and clear of any
Liens, and has the sole right to vote the Shareholder’s
Company Shares, and none of such Company Shares is subject to
any voting trust or other agreement, arrangement or restriction
that would limit the ability of the Shareholder to perform under
this Agreement, ( d ) has received a copy of the Merger
Agreement, ( e ) has been afforded an opportunity to
ask questions of and receive answers from the Company’s
officers about the Company, Parent, the Merger Agreement and the
Merger, and all records, books and other documents and information
pertaining to the Company, Parent, the Merger Agreement and the
Merger such Shareholder has requested from the Company have been
delivered or made available, and ( f ) waives any or
all rights, if any, to receive any advance notice of the Merger or
the subject matter hereof (including any right to receive any
material otherwise required to be included in or with any such
notice). In addition, each Shareholder hereby represents and
warrants to the Parent, severally for itself only and not jointly,
that neither the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, nor the
performance of the Shareholder’s obligations hereunder, will
( i ) result in a violation or breach of, or constitute
(with or without due notice or lapse of time or both) a default
(or
give rise to any right
of termination, cancellation, or acceleration) under any material
contract, agreement, instrument, commitment, arrangement or
understanding to which the Shareholder is a party, or result in the
creation of a security interest, lien, charge, encumbrance, equity
or claim with respect to the Shareholder’s Company Shares, (
ii ) require any material consent, authorization or
approval of any person other than a governmental entity, or (
iii ) violate or conflict with any writ, injunction or
decree applicable to the Shareholder or the Shareholder’s
Company Shares.
2.
Covenants of Each Shareholder . Each Shareholder
agrees that at any meeting of the shareholders of the Company
called to vote upon the Merger Agreement or the Merger, or at any
adjournment thereof, or in any other circumstances upon which a
vote, consent, adoption or other approval (including by written
consent solicitation) with respect to the Merger Agreement or the
Merger is sought, such Shareholder shall vote (or cause to be
voted) all the Company Shares of Shareholder (owned of record
and/or beneficially) in favor of, and shall consent to (or cause to
be consented to), ( i ) the approval of the Merger
Agreement and the Merger and ( ii ) any other matter
reasonably intended to facilitate the consummation of the
Merger. In addition, each Shareholder agrees that at any
meeting of the shareholders of the Company, or at any adjournment
thereof, or in any other circumstances upon which a vote, consent,
adoption or oth
