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EXHIBIT 10.12
WARRANT PLACEMENT AGREEMENT
WARRANT PLACEMENT AGREEMENT (this "Agreement") made as of this ___
day
of ______ 2006 among Harbor Acquisition Corporation, a Delaware
corporation (the
"Company") and the undersigned (the "Purchasers").
WHEREAS, the Company has filed with the Securities and Exchange
Commission ("SEC") a registration statement on Form S-1, as amended
(File No.
333-126300) (the "Registration Statement"), in connection with the
Company's
initial public offering (the "IPO") of up to 11,500,000 units, each
unit
("Unit") consisting of one share of the Company's common stock,
$.0001 par value
(the "Common Stock"), and (ii) two warrants (the "Warrants"), each
Warrant to
purchase one share of Common Stock; and
WHEREAS, the Company desires to sell in a private placement to
the
Purchasers (the "Placement") an aggregate of 2,000,000 warrants
(the "Placement
Warrants") substantially identical to the Warrants being issued in
the IPO
pursuant to the terms and conditions hereof and as set forth in the
Registration
Statement, except that the Placement Warrants to be issued in the
Placement
shall not be registered under the Securities Act of 1933, as
amended (the
"Securities Act");
WHEREAS, each Purchaser desires to acquire the number of
Placement
Warrants set forth opposite his name on SCHEDULE A hereto;
WHEREAS, the Placement Warrants shall be governed by the
Warrant
Agreement filed as an exhibit to the Registration Statement;
and
WHEREAS, the Purchasers are entitled to registration rights
with
respect to the Placement Warrants and the Common Stock underlying
such Placement
Warrants (collectively, the "Registrable Securities") on the terms
set forth in
this Agreement.
NOW, THEREFORE, for and in consideration of the premises and
the
mutual covenants hereinafter set forth, the parties hereto do
hereby agree as
follows:
1.
PURCHASE OF WARRANTS. The
Purchasers hereby agree, directly or through
nominees, to purchase an aggregate of 2,000,000 Placement Warrants
at
a purchase price of $0.65 per Placement Warrant, or an aggregate
of
$1,300,000 (the "Purchase Price"). Such purchases shall be in
the
names and amounts set forth on SCHEDULE A hereto.
2.
CLOSING. The
closing of the purchase and sale of the Placement
Warrants (the "Closing") will take place at such time and place as
the
parties may agree (the "Closing Date"), but in no event later than
the
date on which the SEC declares the Registration Statement
effective
(the "Effective Date"). On the Effective Date, the Purchasers
shall
pay the Purchase Price by wire transfer of funds to an account
maintained by the Company. Immediately prior to the closing of
the
IPO, the Company shall deposit $1,300,000 of the Purchase Price
into
the trust account described in the Registration Statement (the
"Trust
Account"). The certificates for the Placement Warrants shall be
delivered to the Purchasers promptly after the closing of the
IPO.
3.
VOTING OF
SHARES. If the Company solicits approval of its stockholders
of a Business Combination, the Purchasers shall vote all of the
shares
of the Common Stock acquired by the Purchasers (i) in the IPO and
(ii)
in the aftermarket in favor of the Business Combination and
therefore
waive any redemption rights they might have with respect to certain
of
such shares. As used herein, a "Business Combination" shall mean
an
acquisition by merger, capital stock exchange, asset or stock
acquisition of, or similar business combination with, one or
more
entities with agreements to acquire an operating business in
the
consumer or industrial products sectors selected by the
Company.
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4.
WAIVER OF
LIQUIDATION DISTRIBUTIONS. The Purchasers hereby waive any
and all right, title, interest or claim of any kind in or to
any
liquidating distributions by the Company in the event of a
liquidation
of the Company upon the Company's failure to timely complete a
Business Combination. For purposes of clarity, any shares of
Common
Stock purchased in the IPO or the aftermarket by the Purchasers
shall
be eligible to receive any liquidating distributions by the
Company.
5.
LOCK-UP
AGREEMENT. The Purchasers shall not sell, assign, hypothecate,
or transfer any of the Placement Warrants purchased pursuant to
this
Agreement until the earlier of consummation of a Business
Combination
or liquidation of the Company. In order to enforce this covenant,
the
undersigned agrees, if requested by FBW, to deposit the
certificates
representing the Placement Warrants in an account to be established
at
FBW.
6.
REPRESENTATIONS
AND WARRANTIES OF THE PURCHASERS. Each Purchaser
hereby represents and warrants to the Company that:
6.1 The Purchaser is
an "accredited investor" as that term is defined
in Rule 501 of Regulation D promulgated under the Securities
Act.
6.2 The Placement
Warrants are being acquired for the Purchaser's own
account, only for investment purposes and not with a view to,
or
for resale in connection with, any distribution or public
offering thereof within the meaning of the Securities Act.
6.3 The Purchaser has
the full right, power and authority to enter
into this Agreement and this Agreement is a valid and legally
binding obligation of the Purchaser enforceable against the
Purchaser in accordance with its terms.
7.
REGISTRATION
RIGHTS.
7.1 DEMAND
REGISTRATION. Upon the consummation of a Business
Combination, the Purchasers or their transferees holding a
majority in interest of the Registrable Securities may make a
written demand for registration under the Securities Act of all
or part of their Registrable Securities (a "Demand
Registration"). Any demand for a Demand Registration shall
specify the number of Registrable Securities proposed to be
sold
and the intended method(s) of distribution thereof. The Company
will notify all holders of Registrable Securities of the
demand,
and each holder of Registrable Securities who wishes to include
all or a portion of such holder's Registrable Securities in the
Demand Registration (each such holder including shares of
Registrable Securities in such registration, a "Demanding
Holder") shall so notify the Company within fifteen (15) days
after the receipt by the holder of the notice from the Company.
Upon any such request, the Demanding Holders shall be entitled
to
have their Registrable Securities included in the Demand
Registration.
The Company shall, as expeditiously as possible and in any
event
within sixty (60) days after receipt of a request for a Demand,
prepare and file with the SEC a Registration Statement on any
form for which the Company then qualifies or which counsel for
the Company shall deem appropriate and which form shall be
available for the sale of all Registrable Securities to be
registered thereunder in accordance with the intended method(s)
of distribution thereof, and shall use its best efforts to
cause
such Registration Statement to become effective as promptly as
practicable, but in no event prior to the consummation of the
Business Combination.
The Company shall not be obligated to effect more than two
Demand
Registrations in respect of Registrable Securities.
7.2 "PIGGYBACK"
REGISTRATION RIGHTS. Subject to the last sentence of
this Section 7.2, at any time after a Business Combination, if
the Company shall deter
