REPURCHASE AGREEMENT
This
Agreement (the “Agreement”) is made as of the 18th day of
June, 2009 by and between Good Harbor Partners Acquisition Corp. (the
“Company”), a Delaware corporation having its offices at 00 Xxxxx Xxxx, Xxxxxx,
XX 00000 and
HCFP Xxxxxxx Holdings, LLC, an entity with its offices at 145 East 57th Street,
10th
Floor, New York, New York 10022 (the “Seller”).
W I T N E S S E T
H:
WHEREAS,
the Seller is the owner of 1,200,000 shares of the Company’s common stock, par
value $0.0001 per share (“Common Stock”);
WHEREAS,
the Seller desires to sell to the Company, and the Company desires to purchase
from the Seller, all 1,200,000 shares of Common Stock owned by the Seller (the
“Shares”), on and subject to the terms of this Agreement (the “Repurchase”);
and
NOW, THEREFORE, in consideration of the
premises and the mutual agreements herein contained, the Company and the Seller
hereby agree as follows:
1. Sale of the
Shares. Subject to the terms and conditions of this Agreement,
and in reliance upon the representations, warranties, covenants and agreements
contained in this Agreement, the Seller shall sell the Shares to the Company,
and the Company shall purchase the Shares from the Seller for an aggregate
purchase price equal to $30,000 (the “Purchase Price”) for the purchase of all
1,200,000 Shares held by the Seller.
2. Closing. The purchase
and sale of the Shares shall take place upon execution and delivery of this
Agreement (the “Closing”), to be held at such time and place as shall be
determined by the parties. At the Closing, the Seller shall deliver
to the Company certificates for the Shares, duly endorsed in form for transfer
to the Company and the Company shall pay the Purchase Price for the
Shares.
3. Representations of the
Seller.
(a) The
Seller has all necessary power and authority to enter into and to perform its
obligations hereunder. This Agreement constitutes the valid and
binding obligation of the Seller, enforceable against the Seller in accordance
with its terms, subject to: (i) laws of general application relating to
bankruptcy, insolvency and the relief of debtors; and (ii) rules of law
governing specific performance, injunctive relief and other equitable
remedies.
(b) The
Seller owns all right, title and interest in and to, and have the right to
transfer to the Company, in connection with the Repurchase provided for herein,
all of the Shares being repurchased by the Company, pursuant to the terms of
this Agreement, free and clear of all liens, security interests, charges and
other encumbrances.
(c) The
Seller has had a reasonable opportunity to ask questions of and receive answers
from a person or persons acting on behalf of the Company concerning the
Repurchase of the Shares and the business, financial condition, and results of
operations of the Company, and all such questions have been answered to the full
satisfaction of the Seller.
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(d) The
Seller acknowledges and understands that the Company, on or around the date of
the consummation of the Repurchase, may sell shares of Common Stock, or other
securities of the Company, to third parties at per share, or effective
per-share, purchase prices that may be significantly higher or lower than the
per share purchase price being paid hereunder by the Company for the
Shares. Notwithstanding any such sales, the Seller agrees to accept
the Purchase Price as full and fair payment for the Shares.
4. Representations of the
Company
(a) The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware.
(b) The
Company has all necessary corporate power and authority to enter into and to
perform its obligations under this Agreement, and the execution, delivery and
performance by the Company of this Agreement have been duly authorized by all
necessary action on the part of the Company and its board of
directors. This Agreement constitutes the valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, subject to: (i) laws of general application relating to bankruptcy,
insolvency and the relief of debtors; and (ii) rules of law governing specific
performance, injunctive relief and other equitable remedies.
5. Miscellaneous. This
Agreement constitutes the entire agreement of the parties, superseding and
terminating any and all prior or contemporaneous oral and written agreements,
understandings or letters of intent between or among the parties with respect to
the subject matter of this Agreement. No part of this Agreement may
be modified or amended, nor may any right be waived, except by a written
instrument which expressly refers to this Agreement, states that it is a
modification or amendment of this Agreement and is signed by the parties to this
Agreement, or, in the case of waiver, by the party granting the
waiver. If any section, term or provision of this Agreement shall to
any extent be held or determined to be invalid or unenforceable, the remaining
sections, terms and provisions shall nevertheless continue in full force and
effect. This Agreement shall be governed and construed in accordance
with the laws of the State of Delaware applicable to agreements executed and to
be performed wholly within such State, without regard to any principles of
conflicts of law. This Agreement shall be binding upon the parties
and their respective heirs, executors, administrators, legal representatives,
successors and assigns; provided, however, that neither party may assign this
Agreement or any of its rights under this Agreement without the prior written
consent of the other party. This Agreement may be executed
simultaneously in two (2) or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument.
[Signature Page Follows]]
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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.
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GOOD
HARBOR PARTNERS ACQUISITION CORP.
By:
/s/ Xxxxx
Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title: Chief
Executive Officer
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HCFP
XXXXXXX HOLDINGS, LLC
By:
/s/ Xxx Xxxxx
Xxxxxxxxx
Name:
Xxx Xxxxx Xxxxxxxxx
Title:
Managing Member
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