Exhibit
10.1
REPURCHASE
AGREEMENT
This Agreement (the
“Agreement”) is made as of the 18
th 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 HCFP Brenner Holdings, LLC, an entity with its
offices at 888 7th Avenue, New York, New York 10106 (the
“Seller”).
W I T N E S S E T
H:
WHEREAS, the Seller is the owner of
1,200,000 shares of the Company’s common stock, par value
$0.0001 per share (“Common Stock”);
WHEREAS, the Seller desires to sell
to the Company, and the Company desires to purchase from the
Seller, all 1,200,000 shares of Common Stock owned by the Seller
(the “Shares”), on and subject to the terms of this
Agreement (the “Repurchase”); and
NOW, THEREFORE, in consideration of the premises
and the mutual agreements herein contained, the Company and the
Seller hereby agree as follows:
1. Sale of the
Shares . Subject to the terms and conditions of this
Agreement, and in reliance upon the representations, warranties,
covenants and agreements contained in this Agreement, the Seller
shall sell the Shares to the Company, and the Company shall
purchase the Shares from the Seller for an aggregate purchase price
equal to $30,000 (the “Purchase Price”) for the
purchase of all 1,200,000 Shares held by the Seller.
2. Closing .
The purchase and sale of the Shares shall take place upon execution
and delivery of this Agreement (the “Closing”), to be
held at such time and place as shall be determined by the
parties. At the Closing, the Seller shall deliver to the
Company certificates for the Shares, duly endorsed in form for
transfer to the Company and the Company shall pay the Purchase
Price for the Shares.
3. Representations
of the Seller .
3.1 The Seller has all
necessary power and authority to enter into and to perform its
obligations hereunder. This Agreement constitutes the
valid and binding obligation of the Seller, enforceable against the
Seller in accordance with its terms, subject to: (i) laws of
general application relating to bankruptcy, insolvency and the
relief of debtors; and (ii) rules of law governing specific
performance, injunctive relief and other equitable
remedies.
3.2 The Seller owns
all right, title and interest in and to, and have the right to
transfer to the Company, in connection with the Repurchase provided
for herein, all of the Shares being repurchased by the Company,
pursuant to the terms of this Agreement, free a
