Unassociated Document


    THIS
      NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
      APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED
      OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY
      THE
      MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY
      SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE
      UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE
      DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE
      SECURITIES LAWS.

    


    


    GOOD
      HARBOR PARTNERS ACQUISITION CORP.

    Convertible
      Promissory Note

    


    Due
      February 28, 2009

    
      	
              New
                York, New York

            	 
	
              June
                13, 2008

            	
              $60,000.00

            


    

    


    


    For
      value
      received, GOOD HARBOR PARTNERS ACQUISITION CORP., a Delaware corporation (the
      “Maker”),
      hereby promises to pay to the order of Ralph S. Sheridan, an individual with
      an
      address 79 Byron Road, Weston, MA 02493, together with his successors,
      representatives, and permitted assigns, the “Holder”),
      in
      accordance with the terms hereinafter provided, the principal amount of Sixty
      Thousand Dollars ($60,000.00) without interest until paid or converted in
      accordance with the terms hereof, payable on the Maturity Date (as defined
      below). In no event shall the Maker have the right to pre-pay this Note without
      the prior approval of the Holder.

    


    All
      payments of principal made in accordance with this Note shall be made in United
      States Dollars in immediately available funds to the Holder at
      the
      address of the Holder first set forth above or at such other address as the
      Holder may designate from time to time in writing to the Maker or by wire
      transfer of funds to the Holder’s account, instructions for which are attached
      hereto as Exhibit
      A. The
      outstanding principal balance of this Note shall be due and payable on February
      28, 2009 (the “Maturity
      Date”)
      or at
      such earlier time as provided herein. 

     

    ARTICLE
      I

     

    GENERAL

     

    Section
      1.1 Interest.
      Interest shall not accrue under this Note unless an Event of Default shall
      occur
      whereupon interest shall accrue from the date of such Event of Default (as
      defined in Section 2.1 hereof) until such Event of Default is cured at the
      rate
of
      eight
      percent (8%) per annum on the basis of a 360-day year. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Section
      1.2 Days.
      Whenever any payment to be made hereunder shall be due on a Saturday, Sunday
      or
      a public holiday under the laws of the State of New York, such payment may
      be
      due on the next succeeding business day and such next succeeding day shall
      be
      included in the calculation of the amount of accrued interest payable on such
      date.

     

    Section
      1.3 Replacement.
      Upon
      receipt of a duly executed, notarized and unsecured written statement from
      the
      Holder with respect to the loss, theft or destruction of this Note (or any
      replacement hereof) and a standard indemnity, or, in the case of a mutilation
      of
      this Note, upon surrender and cancellation of such Note, the Maker shall issue
      a
      new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed
      or
      mutilated Note.

     

    Section
      1.4 Other
      Notes.
      The
      Maker may be executing one or more notes that are similar to this Note within
      ninety (90) days of the date hereof, in connection with additional investments
      by investors to the Maker. Such other notes are individually and collectively
      referred to herein as the “Other
      Notes.”

     

    ARTICLE
      II

     

    EVENTS
      OF DEFAULT; REMEDIES

     

    Section
      2.1 Events
      of Default.
      The
      occurrence of any of the following events shall be an “Event
      of Default”
under
      this Note:

     

    (a) the
      Maker
      shall fail to make payment of the principal amount of this Note when due;
      or

     

    (b) the
      Maker’s notice to the Holder, including by way of public announcement, at any
      time, of its inability to comply or its intention not to comply with proper
      requests for conversion of this Note into shares of the Maker’s Common Stock,
      par value $.0001 per share (the “Common
      Stock”);
      or

     

    (c) the
      Maker
      shall (i) apply for or consent to the appointment of, or the taking of
      possession by, a receiver, custodian, trustee or liquidator of itself or of
      all
      or a substantial part of its property or assets, (ii) make a general assignment
      for the benefit of its creditors, (iii) commence a voluntary case under the
      United States Bankruptcy Code (as now or hereafter in effect) or under the
      comparable laws of any jurisdiction (foreign or domestic), (iv) file a
      petition seeking to take advantage of any bankruptcy, insolvency, moratorium,
      reorganization or other similar law affecting the enforcement of creditors’
rights generally, (v) acquiesce in writing to any petition filed against it
      in an involuntary case under United States Bankruptcy Code (as now or hereafter
      in effect) or under the comparable laws of any jurisdiction (foreign or
      domestic), (vi) issue a notice of bankruptcy or winding down of its operations
      or issue a press release regarding same, or (vii) take any action under the
      laws
      of any jurisdiction (foreign or domestic) analogous to any of the foregoing;
      or


     

    
      
        
        

      

      
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    (d) a
      proceeding or case shall be commenced in respect of the Maker, without its
      application or consent, in any court of competent jurisdiction, seeking (i)
      the
      liquidation, reorganization, moratorium, dissolution, winding up, or composition
      or readjustment of its debts, (ii) the appointment of a trustee, receiver,
      custodian, liquidator or the like of it or of all or any substantial part of
      its
      assets in connection with the liquidation or dissolution of the Maker or
      (iii) similar relief in respect of it under any law providing for the
      relief of debtors, and such proceeding or case described in clause (i), (ii)
      or
      (iii) shall continue undismissed, or unstayed and in effect, for a period of
      thirty (30) days or any order for relief shall be entered in an involuntary
      case
      under United States Bankruptcy Code (as now or hereafter in effect) or under
      the
      comparable laws of any jurisdiction (foreign or domestic) against the Maker
      or
      action under the laws of any jurisdiction (foreign or domestic) analogous to
      any
      of the foregoing shall be taken with respect to the Maker and shall continue
      undismissed, or unstayed and in effect for a period of thirty (30) days;
      or

     

    (e) a
      default
      or event of default under any of the Other Notes.

     

    Section
      2.2 Remedies
      Upon An Event of Default.
      If an
      Event of Default shall have occurred and was not cured within ten (10) days
      of
      the Maker’s receipt of written notice of default from the Holder, the Holder of
      this Note may at any time at its option, declare the entire unpaid principal
      balance of this Note, together with all interest accrued hereon, due and
      payable, and thereupon, the same shall be accelerated and so due and payable,
      without presentment, demand, protest, or notice, all of which are hereby
      expressly unconditionally and irrevocably waived by the Maker. No course of
      delay on the part of the Holder shall operate as a waiver thereof or otherwise
      prejudice the right of the Holder. No remedy conferred hereby shall be exclusive
      of any other remedy referred to herein or now or hereafter available at law,
      in
      equity, by statute or otherwise.

     

    ARTICLE
      III

     

    CONVERSION;
      ANTIDILUTION; PREPAYMENT

     

    Section
      3.1 Conversion
      Option.
      Upon
      written notice and prior to the payment in full of the principal balance of
      this
      Note, at any time or times on or after the date of issuance and prior to the
      payment in full of the principal balance of this Note, the then unpaid principal
      amount of this Note shall be convertible (in whole or in part), at the option
      of
      the Holder into such number of fully paid and non-assessable shares of Common
      Stock as is determined by dividing (x) that portion of the outstanding principal
      balance under this Note as of such date that the Holder elects to convert by
      (y)
      the Conversion Price (as defined in Section 3.2 hereof) then in effect on the
      date on which the Holder provides a notice of conversion (the “Conversion
      Notice”),
      duly
      executed, to the Maker (the “Conversion
      Date”),
      provided, however, that the Conversion Price shall be subject to adjustment
      as
      described in Section 3.4 of this Note. The Holder shall deliver this Note to
      the
      Maker at the address first set forth in this Note or at such other place as
      the
      Maker may designate from time to time in writing to the Holder (“Notices”)
      at
      such time that this Note is fully converted. With respect to partial conversions
      of this Note, the Maker shall keep written records of the amount of this Note
      converted as of each Conversion Date. The right and option of the Holder to
      convert the unpaid principal amount of this Note into Common Stock shall
      terminate upon the payment (or prepayment) by the Maker of all amounts owing
      under this Note. Upon any conversion of this Note pursuant to this Article
      III,
      the Holder shall surrender this Note, duly endorsed, together with a written
      notice of election to convert, at the principal offices of the Maker or any
      transfer agent for the Maker. Upon any conversion of the entire principal amount
      of this Note, the Maker will be forever released from all of its obligations
      and
      liabilities under this Note with regard to the entire principal amount,
      including, without limitation, the obligation to pay such principal amount.
      

     

    
      
        
        

      

      
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    Section
      3.2 Conversion
      Price.
      The
      term “Conversion
      Price”
shall
      mean $0.05, subject to adjustment under Section 3.4 hereof. 

     

    Section
      3.3 Mechanics
      of Conversion.
      Not
      later than three (3) Trading Days after any Conversion Date (the “Delivery
      Date”),
      the
      Maker shall deliver to the Holder by express courier a certificate or
      certificates representing the number of shares of Common Stock being acquired
      upon the conversion of all or part of this Note. If in the case of any
      Conversion Notice such certificate or certificates are not delivered to or
      as
      directed by the Holder by the Delivery Date, the Holder shall be entitled by
      written notice to the Maker at any time on or before its receipt of such
      certificate or certificates thereafter, to rescind such conversion, in which
      event the Maker shall immediately return this Note tendered for conversion
      (if
      so tendered), whereupon the Maker and the Holder shall each be restored to
      their
      respective positions immediately prior to the delivery of such notice of
      revocation. 

     

    Section
      3.4 Adjustment
      of Conversion Price.

     

    (a) The
      Conversion Price shall be subject to adjustment from time to time as
      follows:

     

    (i) Adjustments
      for Subdivisions, Common Stock Dividends, Combinations or Consolidations of
      Common Stock.
      In the
      event the outstanding shares of Common Stock shall be subdivided or increased,
      by stock split or stock dividend, into a greater number of shares of Common
      Stock, the Conversion Price then in effect shall concurrently with the
      effectiveness of such subdivision or payment of such stock dividend, be
      proportionately decreased. In the event the outstanding shares of Common Stock
      shall be combined or consolidated, by reclassification, reverse stock split,
      redemption or otherwise, into a lesser number of shares of Common Stock, the
      Conversion Price then in effect shall, concurrently with the effectiveness
      of
      such combination or consolidation, be proportionately increased.

     

    (ii) Adjustments
      for Reclassification, Exchange and Substitution.
      If the
      Common Stock shall be changed into the same or a different number of shares
      of
      any other class or classes of stock, whether by capital reorganization,
      reclassification or otherwise (other than a subdivision or combination or shares
      provided for above), the Conversion Price then in effect shall, concurrently
      with the effectiveness of such reorganization or reclassification, be
      proportionately adjusted such that the Common Stock issuable upon conversion
      of
      this Note shall be convertible into, in lieu of the number of shares of Common
      Stock which the Holder would otherwise have been entitled to receive, a number
      of shares of such other class or classes of stock equivalent to the number
      of
      shares of Common Stock that would have been subject to receipt by the Holder
      upon conversion of this Note immediately before that change.

     

    
      
        
        

      

      
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    (iii) Adjustments
      for Merger, Sale, Lease or Conveyance.
      In the
      event of any consolidation with or merger of the Maker with or into another
      entity, or in case of any sale, lease or conveyance to another person or entity
      of the assets of the Maker as an entirety or substantially as an entirety,
      the
      Common Stock issuable upon conversion of this Note shall after the date of
      such
      consolidation, merger, sale, lease or conveyance be convertible into the number
      of shares of stock or other securities or property (including cash) to which
      the
      Common Stock issuable (at the time of such consolidation, merger, sale, lease
      or
      conveyance) upon conversion of this Note would have been entitled upon such
      consolidation, merger, sale, lease or conveyance; and in any such case, if
      necessary, the provisions set forth herein with respect to the rights and
      interests thereafter of the Holder shall be appropriately adjusted so as to
      be
      applicable, as nearly as may reasonably be, to any shares of stock or other
      securities or property thereafter deliverable on the conversion of this
      Note.

     

    (iv) Other
      Provisions Applicable to Adjustment Under this Section.
      The
      following provisions will be applicable to the adjustments in Conversion Price
      as provided in this Section 3.4:

     

    (1) The
      number of shares of Common Stock at any time outstanding shall not include
      any
      shares thereof then directly or indirectly owned or held by or for the account
      of the Maker.

     

    (2) In
      case
      the Maker shall take any action affecting the outstanding number of shares
      of
      Common Stock other than an action described in any of the foregoing subsections
      above, inclusive, which would have an inequitable effect on the Holder, the
      Conversion Price shall be adjusted in such manner and at such time as the Board
      of Directors of the Maker on the advice of the Maker’s independent public
      accountants may in good faith determine to be equitable in the
      circumstances.

     

    (3) No
      adjustment of the Conversion Price shall be made if the amount of any such
      adjustment would be an amount less than one percent (1%) of the Conversion
      Price
      then in effect, but any such amount shall be carried forward and an adjustment
      with respect thereof shall be made at the time of and together with any
      subsequent adjustment which, together with such amount and any other amount
      or
      amounts so carried forward, shall aggregate an increase or decrease of one
      percent (1%) or more.

     

    (4) The
      Conversion Price shall not be adjusted upward except in the event of a
      combination of the outstanding shares of Common Stock into a smaller number
      of
      shares of Common Stock. 

     

    (v) Adjustments
      for Sale of Securities.
      If the
      Company or any subsidiary thereof, as applicable, at any time while this
      Debenture is outstanding, shall issue shares of Common Stock or rights,
      warrants, options or other securities or debt that are convertible into or
      exchangeable for shares of Common Stock (“Common
      Stock Equivalents”)
      entitling any Person to acquire shares of Common Stock, at a price per share
      less than the Conversion Price (if the holder of the Common Stock or Common
      Stock Equivalent so issued shall at any time, whether by operation of purchase
      price adjustments, reset provisions, floating conversion, exercise or exchange
      prices or otherwise, or due to warrants, options or rights per share which
      is
      issued in connection with such issuance, be entitled to receive shares of Common
      Stock at a price per share which is less than the Conversion Price, such
      issuance shall be deemed to have occurred for less than the Conversion Price),
      then, at the sole option of the Holder, the Conversion Price shall be adjusted
      to mirror the conversion, exchange or purchase price for such Common Stock
      or
      Common Stock Equivalents (including any reset provisions thereof) at issue.
      Such
      adjustment shall be made whenever such Common Stock or Common Stock Equivalents
      are issued. The Company shall notify the Holder in writing, no later than one
      (1) business day following the issuance of any Common Stock or Common Stock
      Equivalents subject to this Section, indicating therein the applicable issuance
      price, or of applicable reset price, exchange price, conversion price and other
      pricing terms. No adjustment under this Section shall be made as a result of
      issuances of Excluded Securities. 

     

    
      
        
        

      

      
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    “Excluded
      Securities”
shall
      mean shares of Common Stock or Common Stock Equivalents issued or issuable
      at
      any time after the date hereof pursuant to the following:

     

    (1)
      to
      the Company’s employees, consultants, officers, advisors or directors directly
      (or pursuant to the exercise of stock options or other convertible securities)
      or pursuant to any stock purchase or stock option plan or other arrangement
      approved by the Company’s Board of Directors;

     

    (2)
      in
      connection with the acquisition of another business entity by the Company by
      merger or purchase of all or substantially all of the assets or equity
      securities of such other entity, approved by the Company’s Board of
      Directors;

     

    (3)
      to a
      bank or other financial institution, lessors or vendors in connection with
      the
      provision of credit or services to the Company, equipment financings or similar
      transactions (directly or pursuant to the exercise of options or convertible
      securities) approved by the Company’s Board of Directors; and

     

    (4)
      securities issued upon the exchange, exercise or conversion of presently
      outstanding securities which are directly or indirectly, convertible into,
      exercisable for or exchangeable for shares of Common Stock.

     

    (b) Record
      Date.
      In the
      event that the Maker shall propose at any time:

     

    (i) to
      declare any dividend or distribution (other than by purchase of Common Stock
      of
      employees, officers and directors pursuant to the termination of such persons
      or
      pursuant to the Maker’s exercise of rights of first refusal with respect to
      Common Stock held by such persons) of its Common Stock, whether in cash,
      property, stock or other securities, whether or not a regular cash dividend
      and
      whether or not out of earnings or earned surplus;

     

    (ii) to
      effect
      any reclassification or recapitalization of its shares of Common Stock
      outstanding involving a change in the Common Stock; or

     

    (iii) to
      merge
      or consolidate with or into any other entity, or sell, lease or convey all
      or
      substantially all its property or business, or to liquidate, dissolve or wind
      up; then, in connection with each such event, this Maker shall send to the
      Holder:

     

    
      
        
        

      

      
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    (1) at
      least
      twenty (20) days’ prior written notice of the date on which a record shall be
      taken for such dividend or distribution (and specifying the date on which the
      holders of Common Stock shall be entitled thereto) or for determining rights
      to
      vote in respect of the matters referred to in (i) and (ii) above;
      and

     

    (2) in
      the
      case of the matters referred to in (ii) and (iii) above, at least twenty (20)
      days’ prior written notice of the date when the same shall take place (and
      specifying the date on which the holders of Common Stock shall be entitled
      to
      exchange their Common Stock for securities or other property deliverable upon
      the occurrence of such event).

     

    Each
      such
      written notice shall be given by first class mail, postage prepaid, addressed
      to
      the Holder at the address first set forth above. Any such action shall at all
      times be subject to the voting rights and other rights, preferences and
      privileges of the Holder set forth herein.

     

    (c) No
      Impairment.
      The
      Maker shall not, by amendment of its Certificate of Incorporation or through
      any
      reorganization, transfer of assets, consolidation, merger, dissolution, issue
      or
      sale of securities or any other voluntary action (other than actions taken
      in
      good faith), avoid the observance or performance of any of the terms to be
      observed or performed hereunder by the Maker but will at all times in good
      faith
      assist in carrying out all the provisions of this Section 3.4 and in taking
      all
      such action as may be necessary or appropriate in order to protect the
      conversion rights of the Holder against impairment.

     

    (d) Certificates
      as to Adjustments.
      Upon
      the occurrence of each adjustment or readjustment of the Conversion Price
      pursuant to this section, the Maker at its expense shall promptly compute such
      adjustment or readjustment in accordance with the terms hereof and furnish
      to
      the Holder a certificate setting forth such adjustment or readjustment in
      accordance with the terms hereof and showing in detail the facts upon which
      such
      adjustment or readjustment is based. The Maker shall, upon the written request
      at any time of the Holder, furnish or cause to be furnished to the Holder a
      like
      certificate setting forth (A) such adjustments and readjustments,
      (B) the Conversion Price at the time in effect, and (C) the number of
      shares of Common Stock and the amount, if any, of other property which at the
      time would be received upon the conversion of this Note.

     

    (e) Issue
      Taxes.
      The
      Maker shall pay any and all issue and other taxes, excluding federal, state
      or
      local income taxes, that may be payable in respect of any issue or delivery
      of
      shares of Common Stock on conversion of this Note pursuant thereto; provided,
      however,
      that
      the Maker shall not be obligated to pay any transfer taxes resulting from any
      transfer requested by the Holder in connection with any such
      conversion.

     

    (f) Fractional
      Shares.
      No
      fractional shares of Common Stock shall be issued upon conversion of this Note.
      In lieu of any fractional shares to which the Holder would otherwise be
      entitled, the Maker shall pay cash equal to the product of such fraction
      multiplied by the average of the Closing Bid Price of the Common Stock into
      which this Note is convertible for the five (5) consecutive Trading Days
      immediately preceding the Conversion Date. The term “Closing
      Bid Price”
shall
      mean, on any particular date (i) the last closing bid price per share of the
      Common Stock on such date on the OTC
      Bulletin Board or
      another registered national stock exchange on which the Common Stock is then
      listed, or if there is no such price on such date, then the last closing bid
      price on such exchange or quotation system on the date nearest preceding such
      date, or (ii) if the Common Stock is not listed then on the OTC Bulletin Board
      or any registered national stock exchange, the last trading price for a share
      of
      Common Stock in the over-the-counter market, as reported by the OTC Bulletin
      Board or in the National Quotation Bureau Incorporated or similar organization
      or agency succeeding to its functions of reporting prices) at the close of
      business on such date, or (iii) if the Common Stock is not then reported by
      the
      OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar
      organization or agency succeeding to its functions of reporting prices), then
      the average of the “Pink Sheet” quotes for the relevant conversion period, as
      determined in good faith by the Holder, or (iv) if the Common Stock is not
      then
      publicly traded the fair market value of a share of Common Stock as reasonably
      determined by the Maker and reasonably acceptable to the Holder.

     

    
      
        
        

      

      
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    (g) Reservation
      of Common Stock.
      

     

    (i) The
      Maker
      shall reserve for issuance such number of shares of Common Stock issuable upon
      the conversion of this Note. In the event that at any time when this Note shall
      be outstanding the Maker shall not have sufficient authorized but unissued
      shares of Common Stock for the purpose of effecting the conversion of all
      amounts outstanding under this Note, it shall take all action necessary to
      increase the number of its authorized shares of Common Stock until such time
      as
      the Maker’s Certificate of Incorporation shall have been amended to increase the
      number of authorized shares of Common Stock to such number as would, at a
      minimum, permit the reservation by the Maker of sufficient shares to allow
      conversion of all amounts outstanding under this Note as provided herein. The
      inability of the Maker to reserve the required number of shares of Common Stock
      required by this Section 3.4(g) shall have no impact on the rank, rights,
      preferences and privileges of the Common Stock, all of which shall be
      interpreted and applied as if the Maker had sufficient shares of Common Stock
      authorized but unissued to effect any conversion. Before taking any action
      which
      would cause an adjustment reducing the Conversion Price below the then par
      value
      of the shares of Common Stock issuable upon conversion of this Note or which
      would cause the effective purchase price for the Common Stock to be less than
      the par value of the shares of Common Stock, the Maker shall take any and all
      corporate action which may, in the opinion of its counsel, be necessary in
      order
      that the Maker may validly and legally issue fully paid and nonassessable shares
      of such Common Stock at such adjusted Conversion Price or effective purchase
      price, as the case may be. 

     

    (h) Regulatory
      Compliance.
      If any
      shares of Common Stock to be reserved for the purpose of conversion of this
      Note
      require registration or listing with or approval of any governmental authority,
      stock exchange or other regulatory body under any federal or state law or
      regulation or otherwise before such shares may be validly issued or delivered
      upon conversion, the Maker shall, at its sole cost and expense, in good faith
      and as expeditiously as possible, endeavor to secure such registration, listing
      or approval, as the case may be.

     

    Section
      3.5 No
      Rights as Shareholder.
      Nothing
      contained in this Note shall be construed as conferring upon the Holder, prior
      to the conversion of this Note, the right to vote or to receive dividends or
      to
      consent or to receive notice as a shareholder in respect of any meeting of
      shareholders for the election of directors of the Maker or of any other matter,
      or any other rights as a shareholder of the Maker.

     

    
      
        
        

      

      
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    ARTICLE
      IV

     

    MISCELLANEOUS

     

    Section
      4.1 Notices.
      Unless
      otherwise provided, notice, demand, request, waiver or other communication
      required or permitted to be given hereunder shall be given in writing and shall
      be deemed effective (a) upon hand delivery, telecopy or facsimile transmission
      to the party to be notified at the address indicated for such party on the
      signature page hereof or at such other address as such party may designate
      by
      written notice to the other party (if delivered on a business day during normal
      business hours where such notice is to be received), or the first business
      day
      following such delivery (if delivered other than on a business day during normal
      business hours where such notice is to be received), (b) on the second business
      day following the date of mailing by express courier service, fully prepaid,
      addressed to such address, or upon actual receipt of such mailing, whichever
      shall first occur, or (c) upon the fifth business day after deposit with the
      United States Post Office, postage prepaid.

     

    Section
      4.2 Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the internal laws
      of
      the State of New York to jurisdiction, without giving effect to any of the
      conflicts of law principles which would result in the application of the
      substantive law of another jurisdiction. This Note shall not be interpreted
      or
      construed with any presumption against the party causing this Note to be
      drafted.

     

    Section
      4.3 Headings.
      Article
      and section headings in this Note are included herein for purposes of
      convenience of reference only and shall not constitute a part of this Note
      for
      any other purpose and are not to be considered in construing or interpreting
      this Note.

     

    Section
      4.4 Remedies,
      Characterizations, Other Obligations, Breaches and Injunctive
      Relief.
      The
      remedies provided in this Note shall be cumulative and in addition to all other
      remedies available under this Note, at law or in equity (including, without
      limitation, a decree of specific performance and/or other injunctive relief),
      no
      remedy contained herein shall be deemed a waiver of compliance with the
      provisions giving rise to such remedy and nothing herein shall limit a Holder’s
      right to pursue actual damages for any failure by the Maker to comply with
      the
      terms of this Note. Amounts set forth or provided for herein with respect to
      payments, conversion and the like (and the computation thereof) shall be the
      amounts to be received by the Holder thereof and shall not, except as expressly
      provided herein, be subject to any other obligation of the Maker (or the
      performance thereof). The Maker acknowledges that a breach by it of its
      obligations hereunder will cause irreparable and material harm to the Holder
      and
      that the remedy at law for any such breach may be inadequate. Therefore the
      Maker agrees that, in the event of any such breach or threatened breach, the
      Holder shall be entitled, in addition to all other available rights and
      remedies, at law or in equity, to seek and obtain such equitable relief,
      including but not limited to an injunction restraining any such breach or
      threatened breach, without the necessity of showing economic loss and without
      any bond or other security being required. 

     

    Section
      4.5 Enforcement
      Expenses.
      The
      Maker agrees to pay immediately upon request and without any need of any
      approvals or determinations of any kind all reasonable costs and expenses of
      enforcement of this Note, including, without limitation, reasonable attorneys’
fees and expenses.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    Section
      4.6 Binding
      Effect.
      The
      obligations of the Maker and the Holder set forth herein shall be binding upon
      the successors and permitted assigns of each such party.

     

    Section
      4.7 Amendments.
      This
      Note may not be modified or amended in any manner except in writing executed
      by
      the Maker and the Holder.

     

    Section
      4.8 Compliance
      with Securities Laws.
      The
      Holder of this Note acknowledges that this Note is being acquired solely for
      the
      Holder’s own account and not as a nominee for any other party, and for
      investment, and that the Holder shall not offer, sell or otherwise dispose
      of
      this Note except in compliance with all applicable securities laws. This Note
      and any Note issued in substitution or replacement therefor shall be stamped
      or
      imprinted with a legend in substantially the following form:

     

    THIS
      NOTE
      AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
      APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED
      OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY
      THE
      MAKER OF AN OPINION OF COUNSEL IN THE FORM, SUBSTANCE AND SCOPE REASONABLY
      SATISFACTORY TO THE MAKER THAT THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE
      UPON CONVERSION HEREOF MAY BE SOLD, TRANSFERRED, HYPOTHECATED
      OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT
      AND
      SUCH STATE SECURITIES LAWS.

    


    Section
      4.9 Governing
      Law and Consent to Jurisdiction.
      This
      Note shall be governed by and construed and enforced in accordance with the
      internal laws of the State of New York without giving effect to principles
      governing conflicts of laws. Each of the Maker and the Holder (i) hereby
      irrevocably submits to the exclusive jurisdiction of the United States District
      Court sitting in the Southern District of New York and the courts of the State
      of New York located in New York county for the purposes of any suit, action
      or
      proceeding arising out of or relating to this Note and (ii) hereby waives,
      and
      agrees not to assert in any such suit, action or proceeding, any claim that
      it
      is not personally subject to the jurisdiction of such court, that the suit,
      action or proceeding is brought in an inconvenient forum or that the venue
      of
      the suit, action or proceeding is improper. Each of the Maker and the Holder
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address in effect for notices in
      Section 4.1 (“Notices”)
      and
      agrees that such service shall constitute good and sufficient service of process
      and notice thereof. Nothing in this Section 4.9 shall affect or limit any right
      to serve process in any other manner permitted by law. Each of the Maker and
      the
      Holder hereby agree that the prevailing party in any suit, action or proceeding
      arising out of or relating to this Note shall be entitled to reimbursement
      for
      reasonable legal fees and expenses from the non-prevailing party. 

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    Section
      4.10 Parties
      in Interest.
      This
      Note shall be binding upon, inure to the benefit of and be enforceable by the
      Maker, the Holder and their respective successors and permitted
      assigns.

     

    Section
      4.11 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of the Holder in the exercise of any power, right
      or privilege hereunder shall operate as a waiver thereof, nor shall any single
      or partial exercise of any such power, right or privilege preclude other or
      further exercise thereof or of any other right, power or privilege. The
      observance of any term of this Note may be waived (either generally or in a
      particular instance and either retroactively or prospectively) only with the
      written consent of the Maker and the Holder. Any waiver effected in accordance
      with this Section 4.11 shall be binding upon the Holder of this Note, each
      future holder of all such securities, and the Maker. 

     

    Section
      4.12 Maker
      Waivers.
      Except
      as otherwise specifically provided herein, the Maker and all others that may
      become liable for all or any part of the obligations evidenced by this Note,
      hereby waive presentment, demand, notice of nonpayment, protest and all other
      demands and notices in connection with the delivery, acceptance, performance
      and
      enforcement of this Note, and do hereby consent to any number of renewals of
      extensions of the time or payment hereof and agree that any such renewals or
      extensions may be made without notice to any such persons and without affecting
      their liability herein and do further consent to the release of any person
      liable hereon, all without affecting the liability of the other persons, firms
      or Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY
      JURY.

     

    (a) No
      delay
      or omission on the part of the Holder in exercising any right under this Note,
      or course of conduct relating hereto, shall operate as a waiver of such rights
      or any other right of the Holder, nor shall any delay, omission or waiver of
      the
      Holder of any such right or rights on any one occasion be deemed a bar to or
      a
      waiver of the same right or any other right on any other occasion.

     

    (b) THE
      MAKER
      ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL
      TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS
      RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE
      HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

     

    Section
      4.13 Definitions.
      For the
      purposes hereof, the following terms shall have the following
      meanings:

     

    “Person”
means
      an individual or a corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or political subdivision thereof) or
      other entity of any kind.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    “Trading
      Day”
means
      (a) a day on which the Common Stock is traded on the OTC Bulletin Board, or
      (b)
      if the Common Stock is not traded on the OTC Bulletin Board, a day on which
      the
      Common Stock is quoted in the over-the-counter market as reported by the
      National Quotation Bureau Incorporated (or any similar organization or agency
      succeeding its functions of reporting prices); provided,
      however,
      that in
      the event that the Common Stock is not listed or quoted as set forth in (a)
      or
      (b) hereof, then Trading Day shall mean any day except Saturday, Sunday and
      any
      day which shall be a legal holiday or a day on which banking institutions in
      the
      State of New York are authorized or required by law or other government action
      to close.

    


    Section
      4.14 Notices.
       Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms hereof must be in writing and will be deemed to have
      been
      delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
      when
      sent by facsimile (provided confirmation of transmission is mechanically or
      electronically generated and kept on file by the sending party); or (iii) one
      (1) Trading Day after deposit with a nationally recognized overnight delivery
      service, in each case properly addressed to the party to receive the same.
      

    


    Section
      4.15 Severability.  If
      one or
      more provisions of this Note are held to be unenforceable under applicable
      law,
      such provision shall be excluded from this Note, and the remaining provisions
      of
      this Note shall be interpreted as if such provision were so excluded and shall
      be enforceable in accordance with their terms, with the effect of the excluded
      provision being taken into consideration and the remaining terms construed
      in
      accordance with the intent of this Note. 

     

    IN
      WITNESS WHEREOF, this Note is executed and delivered by the duly authorized
      and
      empowered officer of the Maker as of the date first written above.

     

    
      	 	 	 
	 	GOOD HARBOR PARTNERS ACQUISITION
              CORP.
              
	 
 	 
 	 
 
	 	By:  	/s/ Thomas
              J.
              Colatosti
	 	
              
Thomas
              J. Colatosti
	 	President
              and
              Treasurer 


    

    


    


     


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    WIRE
      INSTRUCTIONS


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    


    FORM
      OF

     

    NOTICE
      OF
      CONVERSION

     

    (To
      be
      Executed by the Registered Holder in order to Convert the Note)

     

    The
      undersigned hereby irrevocably elects to convert $ ________________ of the
      principal amount of the above Note No. ___ into shares of Common Stock of Good
      Harbor Partners Acquisition Corp. (the “Maker”) according to the conditions
      hereof, as of the date written below.

     

    Date
      of
      Conversion______________________________________________________

     

    Applicable
      Conversion Price_______________________________________________

     

    Number
      of
      shares of Common Stock beneficially owned or deemed beneficially owned by the
      Holder on the Date of
      Conversion:_________________________________________________________

     

    Signature_____________________________________________________________

    [Name]

     

    Address:_____________________________________________________________

    _____________________________________________________________

     

    
      
        
        

      

      
        -14-