Exhibit 10.12


 


DEMAND NOTE


 


	
  U.S.
  $600,000

  	
  June 10, 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 six hundred
thousand U.S. dollars ($600,000), 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/ Ellyn M. Ito

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   Name:

  	
  Ellyn M. Ito

  
	
   

  	
   Title:

  	
  Chief Administrative
  Officer

  
						



 


	
   

  	
  Accepted and agreed:

  
	
   

  	
   

  
	
   

  	
  DAVID
  C. MCCOURT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
    /s/ David C.
  McCourt

  	
   

  



 


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