Exhibit 10.6
, 2006
Good Harbor Partners Acquisition
Corp.
4100 North Fairfax Drive
Arlington, VA 22203
HCFP/Brenner Securities LLC
888 Seventh Avenue, 17 th Floor
New York, New York 10106
Re: Initial Public Offering
Ladies and Gentlemen:
The undersigned director of Good
Harbor Partners Acquisition Corp. (the “Company”), and
CEO of Good Harbor Consulting, LLC (“GHC”), a security
holder of the Company, in consideration of HCFP/Brenner Securities
LLC’s (“Brenner”) willingness to underwrite an
initial public offering of the securities of the Company (the
“IPO”) and embarking on the IPO process, hereby agrees
as follows (certain capitalized terms used herein are defined in
paragraph 11 hereof):
1. In the event that the Company
fails to consummate a Business Combination within 18 months from
the effective date (“Effective Date”) of the
registration statement relating to the IPO (or 24 months under the
circumstances described in the prospectus relating to the IPO), the
undersigned will take all reasonable actions within his power to
(i) cause the Trust Fund to be liquidated and distributed to the
holders of the shares of Class B common stock sold in the
Company’s IPO and (ii) liquidate as soon as reasonably
practicable. The undersigned waives, and shall cause GHC to waive,
any and all right, title, interest or claim of any kind in or to
any distribution of the Trust Fund as a result of such liquidation
with respect to GHC’s Insider Securities (each a
“Claim”) and hereby waives, and shall cause GHC to
waive, any Claim he or it may have in the future as a result of, or
arising out of, any contracts or agreements with the Company and
will not seek recourse against the Trust Fund for any reason
whatsoever. The undersigned agrees to indemnify and hold harmless
the Company, severally, pro rata with Richard Clarke, Ralph
Sheridan, Jack Mallon, Thomas J. Colatosti, and Brian Stafford
(together with the undersigned the “Indemnifiers”),
based on his percentage of Insider Securities directly or
indirectly beneficially owned by the Indemnifiers prior to the IPO,
against any and all loss, liability, claims, damage and expense
whatsoever (including, but not limited to, any and all legal or
other expenses reasonably incurred in investigating, preparing or
defending against any litigation, whether pending or threatened, or
any claim whatsoever) which the Company may become subject as a
result of any claim by any vendor or other person who is owed money
by the Company for services rendered or products sold, or by any
target business, only in the event that such vendor, other person
or target business did not execute an agreement waiving any right,
title, interest or claim of any kind in or to any amounts held in
the Trust Fund, and only to the extent necessary to ensure that
such loss, liability, claim, damage or expense does not reduce the
amount in the Trust Fund.
Good Harbor Partners Acquisition
Corp.
HCFP/Brenner Securities LLC
Page 2
2. In order to minimize potential
conflicts of interest which may arise from multiple affiliations,
the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity,
any suitable opportunity to acquire an operating business, until
the earlier of the consummation by the Company of a Business
Combination, the liquidation of the Trust Fund or until such time
as the undersigned ceases to be a director of the Comp
