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Exhibit 10.10
As of August 24, 2006
Harbor Business Acquisition Corp.
200 Highpoint Drive, Suite 215
Chalfont, PA 18914-3922
H.C. Wainwright & Co., Inc.
52 Vanderbilt Avenue - 12th Floor
New York, NY 10017
RE: INITIAL
PUBLIC OFFERING
Gentlemen:
The undersigned stockholder, officer, director or senior advisor of
Harbor
Business Acquisition Corp. ("Company"), in consideration of H.C.
Wainwright &
Co., Inc. ("H.C. Wainwright") entering into a letter of intent
("Letter of
Intent") to underwrite an initial public offering of the securities
of the
Company ("IPO") and embarking on the IPO process, hereby agrees as
follows
(certain capitalized terms used herein are defined in paragraph 15
hereof):
1. If the Company solicits approval of its stockholders of a
Business
Combination, the undersigned will cause Harbor Healthcare Holding
LLC to vote
(i) all Insider Shares owned by it in accordance with the majority
of the votes
cast by the holders of the IPO Shares, (ii) all of the shares that
may be
acquired by it in the Private Placement, the IPO or in the
aftermarket for the
Business Combination and (iii) all Insider Shares and all shares
that may be
acquired by it in the Private Placement, the IPO or in the
aftermarket for an
amendment to the Company's Certificate of Incorporation to provide
for perpetual
existence of the Company in the event the Business Combination is
approved.
2. In the event that the Company fails to consummate a Business
Combination
within twenty-four-month period immediately following the date of
the prospectus
related to the IPO (such date being referred to herein as the
"Termination
Date"), the undersigned shall (i) cause the Trust Fund (as defined
in the Letter
of Intent) to be liquidated and distributed to the holders of IPO
Shares and
(ii) take all reasonable actions within his power to cause the
Company to
liquidate as soon as reasonably practicable pursuant to the
requirements of the
Delaware General Corporation Law. The undersigned hereby waives any
and all
right, title, interest or claim of any kind ("Claim") in or to any
liquidating
distributions by the Company, including, without limitation, any
distribution of
the Trust Fund (as defined in the Letter of Intent), as a result of
such
liquidation with respect to his Insider Shares and the Private
Placement Shares
and hereby waives any Claim the undersigned 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.
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Harbor Business Acquisition Corp.
H.C. Wainwright & Co., Inc.
As of August 24, 2006
3. In the event of the liquidation of the Trust Fund, the
undersigned agrees to
indemnify and hold harmless the Company 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) to which the Company may become subject as a result of
any claim by
any vendor, prospective target business or other entity that is
owed money by
the Company for services rendered or products sold but only to the
extent
necessary to ensure that such loss, liability, claim, damage or
expense does not
reduce the amount in the Trust Fund. In the event that the Company
does not
consummate a Business Combination and must distribute to its public
stockholders
the amount in its trust account (including any accrued interest)
plus any
remaining net assets, and if such funds are insufficient to
complete such
liquidation, the undersigned agrees to advance such funds necessary
to complete
such liquidation (currently anticipated to be no more than
approximately
$15,000) and agrees not to seek repayment for such expenses.
4. 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, and not to any other person or entity unless the
opportunity is
rejected by the Company, those opportunities to acquire an
operating company the
undersigned reasonably believes are suitable opportunity for the
Company, until
the earlier of the consummation by the Company of a Business
Combination, the
dissolution and liquidation of the Company or until such time as
the undersigned
ceases to be an officer or director of the Company, subject to any
pre-existing
fiduciary obligations the undersigned might have.
5. The undersigned acknowledges and agrees that the Company will
not consummate
any Business Combination which involves a company which is
affiliated with any
of the Insiders unless the Company obtains an opinion from an
independent
investment banking firm reasonably acceptable to H.C. Wainwright
that the
business combination is fair to the Company's stockholders from a
financial
perspective.
6. Except for monthly payments of $7,500 to be made to Harbor
Business Group,
LLC for administrative payments and for any repayments of principal
and interest
on the Convertible Loans pursuant to the terms thereof in effect on
the closing
date of
