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Exhibit 10.14
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 security holder 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 13 hereof):
1. If the Company solicits approval of its stockholders of a
Business
Combination, the undersigned will 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 its 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 its 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. [The undersigned acknowledges and agrees that the Company will
not vote in
favor of consummation of 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].
4. Except for monthly payments of $7,500 to be made to Harbor
Business Group,
LLC for administrative payments neither 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 Busin
