EXHIBIT 10.5 FORM OF LETTER AGREEMENT HARBOR ACQUISITION CORPORATION/ GRAND CRU MANAGEMENT, LLCLetter Agreement • June 30th, 2005 • Harbor Acquisition Corp.
This letter will confirm our agreement that, commencing on the effective date ("Effective Date") of the registration statement for the initial public offering ("IPO") of the securities of Harbor Acquisition Corporation ("Company") and continuing until the consummation by the Company of a business combination (as described in the Company's IPO prospectus) Grand Cru Management, LLC shall make available to the Company certain limited administrative, technology and secretarial services, as well as the use of certain limited office space, including a conference room, as may be required by the Company from time to time, situated at Suite 3630, One Boston Place, Boston, Massachusetts (or any successor location). In exchange therefor, the Company shall pay Grand Cru Management, LLC the sum of $7,500 per month on the Effective Date and continuing monthly thereafter.
EXHIBIT 10.1 FORM OF LETTER AGREEMENT WITH ROBERT J. HANKS November ____, 2005 Harbor Acquisition Corporation One Boston Place - Suite 3630 Boston, Massachusetts 02108 Ferris, Baker Watts, Incorporated 100 Light Street, 8th Floor Baltimore, Maryland...Letter Agreement • November 25th, 2005 • Harbor Acquisition Corp. • Blank checks
BETWEENUnderwriting Agreement • November 25th, 2005 • Harbor Acquisition Corp. • Blank checks • Maryland
500,000 UNITS OFHarbor Acquisition Corp. • April 14th, 2006 • Blank checks • Maryland
EXHIBIT 10.9 FORM OF WARRANT PURCHASE AGREEMENT June __ , 2005 Ferris, Baker Watts, Incorporated 100 Light Street, 8th Floor Baltimore, Maryland 21202 Re: Harbor Acquisition Corporation ------------------------------ Gentlemen: This letter will...Warrant Purchase Agreement • June 30th, 2005 • Harbor Acquisition Corp.
This letter will confirm the agreement of the undersigned to purchase warrants ("WARRANTS") of Harbor Acquisition Corporation ("COMPANY") included in the units ("UNITS") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless Ferris, Baker Watts, Incorporated ("FBW") informs the Company of its decision to allow earlier separate trading.
EXHIBIT 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of _______ __, 2006 by and between Harbor Acquisition Corporation (the "COMPANY") and Continental Stock Transfer & Trust Company ("TRUSTEE"). WHEREAS, the Company's...Investment Management Trust Agreement • April 14th, 2006 • Harbor Acquisition Corp. • Blank checks • New York
VENABLE DRAFT APRIL 14, 2006 UNDERWRITING AGREEMENTUnderwriting Agreement • April 14th, 2006 • Harbor Acquisition Corp. • Blank checks • Maryland
EXHIBIT 10.8 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the day of __________, 2005, by and among Harbor Acquisition Corporation, a Delaware corporation (the "COMPANY"), and the...Form of Registration Rights Agreement • November 25th, 2005 • Harbor Acquisition Corp. • Blank checks • New York
Delivery and Payment: Delivery of the Units shall be made on or about ___________, 2005 or such later date as we may advise on not less than one day's notice to you, at the office of Ferris, Baker Watts, Inc., 100 Light Street, Baltimore, Maryland...Selected Dealers Agreement • November 25th, 2005 • Harbor Acquisition Corp. • Blank checks
500,000 UNITS OFHarbor Acquisition Corp. • March 24th, 2006 • Blank checks • Maryland
EXHIBIT 4.4 FORM OF WARRANT AGREEMENT This Agreement made as of June __, 2005 between Harbor Acquisition Corporation, a Delaware corporation, with offices at One Boston Place, Boston, Massachusetts 02108 ("COMPANY"), and Continental Stock Transfer &...Form of Warrant Agreement • June 30th, 2005 • Harbor Acquisition Corp. • New York
EXHIBIT 10.4 FORM OF STOCK ESCROW AGREEMENT STOCK ESCROW AGREEMENT, dated as of _____ __, 2005 ("AGREEMENT"), by and among HARBOR ACQUISITION CORPORATION, a Delaware corporation ("COMPANY"), those persons listed on EXHIBIT A hereto (collectively...Form of Stock Escrow Agreement • November 25th, 2005 • Harbor Acquisition Corp. • Blank checks • New York
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")....Warrant Placement Agreement • March 24th, 2006 • Harbor Acquisition Corp. • Blank checks • Maryland
EXHIBIT 10.1 FORM OF LETTER AGREEMENT WITH ROBERT J. HANKS June [__], 2005 Harbor Acquisition Corporation One Boston Place - Suite 3630 Boston, Massachusetts 02108 Ferris, Baker Watts, Incorporated 100 Light Street, 8th Floor Baltimore, Maryland 21202...Letter Agreement • June 30th, 2005 • Harbor Acquisition Corp.
EXHIBIT 4.4 FORM OF WARRANT AGREEMENT This Agreement made as of ________ __, 2006 between Harbor Acquisition Corporation, a Delaware corporation, with offices at One Boston Place, Boston, Massachusetts 02108 ("COMPANY"), and Continental Stock Transfer...Form of Warrant Agreement • March 24th, 2006 • Harbor Acquisition Corp. • Blank checks • New York
QuickLinks -- Click here to rapidly navigate through this documentHarbor Acquisition Corp. • December 9th, 2005 • Blank checks
This letter will confirm the agreement of the undersigned to purchase warrants ("Warrants") of Harbor Acquisition Corporation ("Company") included in the units ("Units") being sold in the Company's initial public offering ("IPO") upon the terms and conditions set forth herein. Each Unit is comprised of one share of Common Stock and two Warrants. The shares of Common Stock and Warrants will not be separately tradable until 90 days after the effective date of the Company's IPO unless Ferris, Baker Watts, Incorporated ("FBW") informs the Company of its decision to allow earlier separate trading.
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 12th, 2007 • Harbor Acquisition Corp. • Blank checks
This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment No. 1”), dated February 9, 2007, is made by and among Harbor Acquisition Corporation, a Delaware corporation (the “Company”), Elmet Technologies, Inc., a Delaware corporation (“Elmet”) and the stockholders of Elmet listed on Schedule A-1 and Schedule A-2 of the Stock Purchase Agreement, as defined hereafter (the “Stockholders”).
EXHIBIT 10.8 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is entered into as of the day of June, 2005, by and among Harbor Acquisition Corporation, a Delaware corporation (the "COMPANY"), the undersigned...Form of Registration Rights Agreement • June 30th, 2005 • Harbor Acquisition Corp. • New York
EXHIBIT 4.5 THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL...Harbor Acquisition Corp. • April 24th, 2006 • Blank checks • Maryland
STOCK PURCHASE AGREEMENT by and among ELMET TECHNOLOGIES, INC. and THE STOCKHOLDERS NAMED HEREIN and HARBOR ACQUISITION CORPORATION Dated as of October 17, 2006Stock Purchase Agreement • October 18th, 2006 • Harbor Acquisition Corp. • Blank checks • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of October 17, 2006, by and among Elmet Technologies, Inc., a Delaware corporation (the “Company”), the stockholders of the Company listed on Schedule A-1 attached hereto and the persons listed on Schedule A-2 attached hereto that are not listed on Schedule A-1 who become stockholders of the Company and subject to the terms of this Agreement after the date hereof and prior to the Closing (as defined in Section 1.7 hereof) (the “Stockholders,” and each individually, a “Stockholder”), and Harbor Acquisition Corporation, a Delaware corporation (“Harbor”).
AMENDMENT TO UNIT PURCHASE OPTIONUnit Purchase Option • November 17th, 2006 • Harbor Acquisition Corp. • Blank checks
This AMENDMENT TO UNIT PURCHASE OPTION (this “Amendment”), dated November 14, 2006, is made by and between Harbor Acquisition Corporation, a Delaware corporation (the “Company”) and Ferris, Baker Watts Incorporated (“Holder”), to that certain Unit Purchase Option referred to below.
AMENDMENT NO. 5 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 6th, 2007 • Harbor Acquisition Corp. • Blank checks
This AMENDMENT NO. 5 TO STOCK PURCHASE AGREEMENT (this “Amendment No. 1”), dated November 29, 2007 is made by and among Harbor Acquisition Corporation, a Delaware corporation (the “Company”), Elmet Technologies, Inc., a Delaware corporation (“Elmet”) and the stockholders of Elmet listed on Schedule A-1 and Schedule A-2 of the Stock Purchase Agreement, as defined hereafter (the “Stockholders”).
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...Harbor Acquisition Corp. • November 25th, 2005 • Blank checks
Harbor Acquisition CorporationStock Purchase Agreement • January 14th, 2008 • Harbor Acquisition Corp. • Blank checks
Re: Stock Purchase Agreement dated as of October 17, 2006, as amended (the “Stock Purchase Agreement”), by and among Elmet Technologies, Inc. (“Elmet”), the stockholders of Elmet and Harbor Acquisition Corporation (“Harbor”)
AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 19th, 2007 • Harbor Acquisition Corp. • Blank checks
This AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT (this “Amendment No. 4”), dated October 18, 2007, is made by and among Harbor Acquisition Corporation, a Delaware corporation (the “Company”), Elmet Technologies, Inc., a Delaware corporation (“Elmet”) and the stockholders of Elmet listed on Schedule A-1 and Schedule A-2 of the Stock Purchase Agreement, as defined hereafter (the “Stockholders”).
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 25th, 2007 • Harbor Acquisition Corp. • Blank checks
This AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT (this “Amendment No. 2 to Stock Purchase Agreement”), dated July 19, 2007, is made by and among Harbor Acquisition Corporation, a Delaware corporation (the “Company”), Elmet Technologies, Inc., a Delaware corporation (“Elmet”) and the stockholders of Elmet listed on Schedule A-1 and Schedule A-2 of the Stock Purchase Agreement, as defined hereafter (the “Stockholders”).
WARRANT CLARIFICATION AGREEMENTWarrant Clarification Agreement • November 17th, 2006 • Harbor Acquisition Corp. • Blank checks • New York
This WARRANT CLARIFICATION AGREEMENT (this “Agreement”), dated as of November 15, 2006, to the Warrant Agreement, dated as of April 28, 2006 (the “Warrant Agreement”), is made and entered into by and between Harbor Acquisition Corporation, a Delaware corporation (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
Harbor Acquisition Corporation: Stock Purchase Agreement • January 14th, 2008 • Harbor Acquisition Corp. • Blank checks
Re: Stock Purchase Agreement dated as of October 17, 2006, as amended (the “Stock Purchase Agreement”) by and among Elmet Technologies, Inc. (“Elmet”), the stockholders of Elmet and Harbor Acquisition Corporation (“Harbor”)
Elmet Technologies, Inc.: Stock Purchase Agreement • January 14th, 2008 • Harbor Acquisition Corp. • Blank checks
Re: Stock Purchase Agreement dated as of October 17, 2006, as amended (the “Stock Purchase Agreement”) by and among Elmet Technologies, Inc. (“Elmet”), the stockholders of Elmet and Harbor Acquisition Corporation (“Harbor”)
Elmet Technologies, Inc.: Stock Purchase Agreement • January 14th, 2008 • Harbor Acquisition Corp. • Blank checks
Re: Stock Purchase Agreement dated as of October 17, 2006, as amended (the “Stock Purchase Agreement”), by and among Elmet Technologies, Inc. (“Elmet”), the stockholders of Elmet and Harbor Acquisition Corporation (“Harbor”)
AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 5th, 2007 • Harbor Acquisition Corp. • Blank checks
This AMENDMENT NO. 3 TO STOCK PURCHASE AGREEMENT (this “Amendment No. 1”), dated [August 31, 2007], is made by and among Harbor Acquisition Corporation, a Delaware corporation (the “Company”), Elmet Technologies, Inc., a Delaware corporation (“Elmet”) and the stockholders of Elmet listed on Schedule A-1 and Schedule A-2 of the Stock Purchase Agreement, as defined hereafter (the “Stockholders”).
