Exhibit
10.2
COMMON STOCK PURCHASE
AGREEMENT
AGREEMENT entered into as of the 18th day of June, 2009,
by and between Good Harbor Partners Acquisition Corp. (the
“Company”), a Delaware corporation having its offices
at 79 Byron Road, Weston, MA 02493 and The Tarsier Nanocap Value
Fund, LP, an entity with its offices at 145 East 57
th Street, 8 th Floor, New York, NY 10022 (the
“Purchaser”).
WHEREAS, the Purchaser desires to purchase, and
the Company desires to sell, an aggregate of 1,200,000 shares (the
“Shares”) of the Company’s common stock, par
value $.0001 per share (the “Common Stock”) upon the
terms and conditions hereof (the “Issuance”);
and
NOW, THEREFORE,
in consideration of the premises and the mutual agreements herein
contained, the Purchaser and the Company hereby agree as
follows:
SECTION 1: SALE OF THE
SHARES
1.1 Sale of the Shares
. Subject to the terms and conditions hereof, the
Company will sell and deliver to the Purchaser and the Purchaser
will purchase from the Company, upon the execution and delivery
hereof, the Shares for an aggregate purchase price equal to Thirty
Thousand Dollars ($30,000.00) (the “Purchase
Price”).
SECTION 2: CLOSING DATE;
DELIVERY
2.1 Closing Date . The closing
of the Issuance of the Shares hereunder (the “Closing”)
shall be held immediately following the execution and delivery of
this Agreement.
2.2 Delivery at Closing . At the Closing,
the Company will deliver to the Purchaser a stock certificate
registered in the Purchaser’s name, representing the number
of Shares to be purchased by Purchaser hereunder, and the Purchaser
shall deliver to the Company the Purchase Price.
SECTION 3: REPRESENTATIONS,
WARRANTIES AND COVENANTS OF PURCHASER
The undersigned Purchaser hereby represents,
warrants to and covenants with the Company as follows:
3.1 Transfer of Shares
. The Shares have not been registered under the
Securities Act and cannot be sold or otherwise transferred without
an effective registration or an exemption therefrom, but may not be
sold pursuant to the exemptions provided by Section 4(1) of the
Securities Act in accordance with the letter from Richard K. Wulff,
Chief of the Office of Small Business Policy of the Securities and
Exchange Commission’s Division of Corporation Finance, to Ken
Worm of NASD Regulation, Inc., dated January 21, 2000.
3.2 Experience . The
undersigned has such knowledge and experience in financial and
business matters that the undersigned is capable of evaluating the
merits and risks of investment in the Company and of making an
informed investment decision. The undersigned has
adequate means of providing for the undersigned's current needs and
possible future contingencies and the undersigned has no need, and
anticipates no need in the foreseeable future, to sell the Shares
for which the undersigned subscribes. The undersigned is
able to bear the economic risks of this investment and,
consequently, without limiting the generality of the foregoing, the
undersigned is able to hold the Shares for an indefinite period of
time and has sufficient net worth to sustain a loss of the
undersigned's entire investment in the Company in the event such
loss should occur. Except as otherwise indicated herein, the
undersigned is the sole party in interest as to its investment in
the Company, and it is acquiring the Shares solely for investment
for the undersigned's own account and has no present agreement,
understanding or arrangement to subdivide, sell, assign, transfer
or otherwise dispose of all or any part of the Shares subscribed
for to any other person.
3.3 Investment; Access to
Data . The undersigned has carefully reviewed and
understands the risks of, and other considerations relating to, a
purchase of the Common Stock and an investment in the Company. The
undersigned has been furnished materials relating to the Company,
the private placement of the Common Stock or anything else that it
has requested and has been afforded the opportunity to ask
questions and receive answers concerning the terms and conditions
of the offering and obtain any additional information which the
Company possesses or can acquire without unreasonable effort or
expense. Representatives of the Company have answered
all inquiries that the undersigned has made of them concerning the
Company, or any other matters relating to the formation and
operation of the Company and the offering and sale of the Common
Stock.The undersigned has not been furnished any offering
literature other than the materials that the Company may have
provided at the request of the undersigned; and the undersigned has
relied only on such information furnished or made available to the
undersigned by the Company as described in this Section. The
undersigned is acquiring the Shares for investment for the
undersigned's own account, not as a nominee or agent and not with
the view to, or for resale in connection with, any distribution
thereof. The undersigned acknowledges that the Company
is a start-up company with no current operations, assets or
operating history, which may possibly cause a loss of
Purchaser’s entire investment in the Company.
3.4 Authorization
. (a) This Agreement, upon execution and delivery
thereof, will be a va
