0001193125-06-112639 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 2006 • Good Harbor Partners Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of the 15th day of March, 2006, by and among GOOD HARBOR PARTNERS ACQUISITION CORP., a Delaware corporation (the “Company”), and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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WARRANT AGREEMENT
Warrant Agreement • May 15th, 2006 • Good Harbor Partners Acquisition Corp • Blank checks • New York

Agreement made as of March 8, 2006 between Good Harbor Partners Acquisition Corp., a Delaware corporation, with offices at 4100 North Fairfax Drive, Arlington, Virginia 22203 (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • May 15th, 2006 • Good Harbor Partners Acquisition Corp • Blank checks • New York

This Agreement is made as of March 8, 2006 by and between Good Harbor Partners Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (the “Trustee”).

GOOD HARBOR PARTNERS ACQUISITION CORP. March 8, 2006
Office and Administrative Services Agreement • May 15th, 2006 • Good Harbor Partners Acquisition Corp • Blank checks
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