Exhibit
4.3
PROMISSORY
NOTE
FOR VALUE
RECEIVED, and intending to be legally bound, Good Harbor Partners
Acquisition Corp. (the “Maker”), hereby unconditionally
and irrevocably promises to pay to the order of William McCluskey
(the “Payee”), in lawful money of the United States of
America, the sum of six thousand dollars ($6,000.00) on or before
the earlier of (i) May 12, 2017 or (ii) the date that the Maker (or
a wholly owned subsidiary of the Maker) consummates a merger or
similar transaction with an operating business (the “Maturity
Date”).
Interest shall
accrue on the outstanding principal balance of this Promissory Note
on the basis of a 360-day year from the date the Maker receives the
funds from the Payee until paid in full at the rate of ten percent
(10.0%) per annum, and shall be due and payable at the Maturity
Date, or the prepayment date, if any, whichever is earlier.
This Promissory Note may be prepaid in whole or in
part at any time or from time to time prior to the Maturity
Date.
For purposes of
this Promissory Note, an "Event of Default" shall occur if the
Maker shall: (i) fail to pay the entire principal amount of this
Promissory Note when due and payable, (ii) admit in writing its
inability to pay any of its monetary obligations under this
Promissory Note, (iii) make a general assignment of its assets for
the benefit of creditors, or (iv) allow any proceeding to be
instituted by or against it seeking relief from or by creditors,
including, without limitation, any bankruptcy
proceedings.
In the event
that an Event of Default has occurred, the Payee or any other
holder of this Promissory Note may, by notice to the Maker, declare
this entire Promissory Note to be forthwith immediately due and
payable, without presentment, demand, protest or further notice of
any
