EXHIBIT 10.10
FORM OF LETTER AGREEMENT WITH OFFICER OR DIRECTOR
November __, 2005
Harbor Acquisition Corporation
One Boston Place - Suite 3630
Boston, Massachusetts 02108
Ferris, Baker Watts, Incorporated
100 Light Street, 8th Floor
Baltimore, Maryland 21202
Re: INITIAL PUBLIC OFFERING
Gentlemen:
The undersigned officer and stockholder of Harbor Acquisition
Corporation ("COMPANY"), in consideration of Ferris, Baker Watts, Incorporated
("FBW") 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 11 hereof):
1. If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all shares of Company stock, including
Insider Shares, IPO Shares and other shares of Common Stock of the Company owned
by him in accordance with the majority of the votes cast by the holders of the
IPO Shares.
2. The undersigned will escrow his Insider Shares until six months
after the consummation of a Business Combination 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.
3. In the event that the Company fails to consummate a Business
Combination within 18 months from the effective date ("EFFECTIVE DATE") of the
registration statement relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), the undersigned will take all
reasonable actions within his power to cause the Company to liquidate as soon as
reasonably practicable. The undersigned hereby waives any and all right, title,
interest or claim of any kind ("CLAIM") in or to any distribution of the Trust
Fund (as defined in the Letter of Intent) with respect to his Insider Shares and
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.
4. 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, prior to presentation to any other person or entity, any
suitable opportunity to acquire an operating business, until the earlier of the
consummation by the Company of a Business Combination, the 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, including, but not limited to, the undersigned's
obligation to present business opportunities to the companies listed in
EXHIBIT A.
5. 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 FBW that the
business combination is fair to the Company's stockholders from a financial
perspective.
6. Neither the undersigned, any member of the family of the
undersigned, or 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 agrees to be an Officer or Director of the Company
until the earlier of the consummation by the Company of a Business Combination
or the liquidation of the Company. The undersigned's biographical information
furnished to the Company and FBW and attached hereto as EXHIBIT A is true and
accurate in all respects, does not omit any material information with respect to
the undersigned's background and contains all of the information required to be
disclosed pursuant to Section 401 of Regulation S-K, promulgated under the
Securities Act of 1933. The undersigned's Questionnaire furnished to the Company
and FBW and annexed as EXHIBIT B hereto is true and accurate in all respects.
The undersigned represents and warrants that:
(a) he is not subject to or a respondent in any legal action for,
any injunction cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the
offering of securities in any jurisdiction;
(b) he has never been convicted of or pleaded guilty to any crime
(i) involving any fraud or (ii) relating to any financial
transaction or handling of funds of another person, or (iii)
pertaining to any dealings in any securities and he is not
currently a defendant in any such criminal proceeding; and
(c) he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a
securities or commodities license or registration denied,
suspended or revoked.
8. The undersigned has full right and power, without violating any
agreement by which he is bound, to enter into this letter agreement and to serve
as an Officer or Director of the Company.
9. Neither the undersigned, any member of the family of the
undersigned, nor any affiliate of the undersigned 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 reimbursement from the Company for his out-of-pocket
expenses incurred in connection with seeking and consummating a Business
Combination.
10. The undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to FBW and its legal representatives
or agents (including any investigative search firm retained by FBW) any
information they may have about the undersigned's background and finances
("INFORMATION"), purely for the purposes of the Company's IPO (and shall
thereafter hold such information confidential). Neither FBW nor its agents shall
be violating the undersigned's right of privacy in any manner in requesting and
obtaining the Information and the undersigned hereby releases them from
liability for any damage whatsoever in that connection.
11. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of an operating business selected by the Company;
(ii) "Insiders" shall mean all officers, directors and stockholders of the
Company immediately prior to the IPO; (iii) "Insider Shares" shall mean all of
the shares of Common Stock of the Company owned by an Insider prior to the IPO;
and (iv) "IPO Shares" shall mean the shares of Common Stock issued in the
Company's IPO.
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If the foregoing terms and conditions are acceptable to you, kindly
indicate your acceptance below, whereupon this letter shall be a binding legal
agreement among us.
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Officer or Director
Accepted and agreed as aforesaid:
HARBOR ACQUISITION CORPORATION
By:
--------------------------------
David A. R. Dullum, President
FERRIS, BAKER WATTS, INCORPORATED
By:
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Duly Authorized
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EXHIBIT A
SCHEDULE FOR OFFICER OR DIRECTOR
LEGAL NAME OF ENTITY POSITION
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BIOGRAPHY OF OFFICER OR DIRECTOR
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EXHIBIT B
D&O QUESTIONNAIRE
SEE ATTACHED
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