EXHIBIT 10.11
FORM OF LETTER AGREEMENT WITH [SPECIAL ADVISOR/INITIAL STOCKHOLDER]
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 [Special Advisor] to 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. 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. 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.
5. 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.
6. FOR SPECIAL ADVISORS: [The undersigned agrees to be Special Advisor
to 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.] 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.
7. FOR SPECIAL ADVISORS: [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 Special Advisor to the Company.]
8. 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.
9. 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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Special Advisor/Initial Stockholder
Accepted and agreed as aforesaid:
HARBOR ACQUISITION CORPORATION
By:
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David A. R. Dullum, President
FERRIS, BAKER WATTS, INCORPORATED
By:
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Duly Authorized
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EXHIBIT A
BIOGRAPHY OF SPECIAL ADVISOR
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