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Exhibit 10.12
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 14
hereof):
1. If the Company solicits approval of its stockholders of a
Business
Combination, the undersigned will cause Moreco Partners 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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3. 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.
4. 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.
5. Except for monthly payments of $7,500 to be made to Harbor
Business Group,
LLC for administrative payments neither the undersigned, any member
of the
family of the undersigned, nor any affiliate of the undersigned
("Affiliate")
will be entitled to receive and will not accept any compensation
for services
rendered to the Company prior to the consummation of the Business
Combination;
provided that the undersigned shall be entitled to receive
reimbursement from
the Company for his out-of-pocket expenses incurred in connection
with seeking
and consummating a Business Combination.
6. Neither the undersigned, any member of the family of the
undersigned, nor any
Affiliate of the undersigned will be entitled to receive or accept
a finder's
fee or any other compensation in the event the undersigned, any
member of the
family of the undersigned or any Affiliate of the undersigned
originates a
Business Combination.
7. The undersigned will escrow his Insider Shares for the
three-year period
commencing on the Effective Date subject to the terms of a Stock
Escrow
Agreement which the Company will enter into with the undersigned
and an escrow
agent acceptable to the Company.
8. The undersigned agrees to be the Executive Vice President and a
Director of
the Company until the earlier of the consummation by the
Company
