Exhibit 10.11


 


DEMAND NOTE


 


	
  U.S.
  $500,000

  	
   

  	
  May 5, 2008

  



 


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 five
hundred thousand U.S. dollars ($500,000), 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.


 


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 any present or future statute, law or regulation, such
action shall not have been resolved in favor of Borrower or all orders or
proceedings thereunder affecting the operations or the business of Borrower
stayed, or if the stay of any such order or proceeding shall thereafter be set
aside, or if, within thirty (30) days after the appointment without the consent
or acquiescence of Borrower of any trustee, receiver or liquidator of Borrower
or of all or any substantial part of the properties of Borrower, such
appointment shall not have been vacated; provided that the adoption of a
plan of dissolution and distribution and its implementation by the Borrower’s
board of directors that is approved by its stockholders due to the failure of
Borrower to complete a Business Combination shall not in any instance be deemed
an Event of Default hereunder.  If an
Event of Default shall occur, Lender may declare this Demand Note and all
amounts payable hereunder to be forthwith due and payable, whereupon this Demand
Note and all such amounts shall become forthwith due and payable.


 


Notwithstanding anything to the contrary contained
hererin, Lender hereby acknowledges and agrees that, prior to a Business
Combination, Lender shall have no right, title or interest in or to any of the
funds in the Trust Fund, notwithstanding the fact that such funds were received
for the purchase and sale of securities of Borrower, or any funds distributed
from the Trust Fund other than in a Business Combination Distribution (as
defined below), and that Lender’s sole 


 

















 


recourse for repayment of any and all amounts
due under this Demand Note shall be against the assets or properties of
Borrower never deposited into the Trust Fund or distributed to Borrower from
the Trust Fund in a Business Combination Distribution. Lender hereby
irrevocably waives any claim Lender may have to funds in the Trust Fund, and
any funds distributed from the Trust Fund other than in a Business Combination
Distribution, at law or in equity, and agrees not to make any such claim. A “Business
Combination Distribution” means a distribution from the Trust Fund in
connection with the consummation of a Business Combination.


 


Time is of the essence for the performance and
observance of each agreement and obligation of Borrower hereunder.


 


This Demand Note and its validity, construction and
performance shall be governed in all respects by the laws of the State of New
York applicable to contracts entered into and to be performed wholly within
said State.


 


Borrower hereby waives diligence, presentment, protest,
demand and notice of every kind.  This
Demand Note may not be amended, modified, changed or terminated orally.  This Demand Note shall bind the legal
representatives, successors and permitted assigns of the undersigned and shall
inure to the benefit of the Lender and its successors and assigns.  Each provision of this Demand Note shall
survive until all amounts due hereunder are paid in full as described herein,
shall be interpreted as consistent with existing law and shall be deemed
amended to the extent necessary to comply with any conflicting law.  If a court deems any provision hereof
invalid, the remainder of this Demand Note shall remain in effect.


 


IN WITNESS WHEREOF, the undersigned, by its
authorized officer, has duly executed this Demand Note as of the day and year
first above written.


 


	
   

  	
  GRANAHAN MCCOURT
  ACQUISITION 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick Tangney

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Patrick Tangney

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  



 


 


	
   

  	
  Accepted and agreed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DAVID
  C. MCCOURT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ David C. McCourt

  	
   

  



 


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