Form of Letter Agreement (Good Harbor Consulting, LLC)



 Exhibit 10.9 
  
                     , 2006 
  
 Good Harbor Partners Acquisition Corp. 
 4100 North Fairfax Drive 

Arlington, VA 22203 
  
 HCFP/Brenner Securities LLC 
 888 Seventh Avenue, 17th Floor 
 New York, New York 10106 
  
 Re: Initial Public Offering 
  
 Ladies and Gentlemen: 
  
 The undersigned securityholder of Good Harbor Partners Acquisition Corp. (the “Company”), in consideration of
HCFP/Brenner Securities LLC’s (“Brenner”) willingness to underwrite an initial public offering of the securities of the Company (the “IPO”) and embarking on the IPO process, hereby agrees as follows (certain capitalized
terms used herein are defined in paragraph 10 hereof): 
  
 1. The
undersigned waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund as a result of such liquidation with respect to its Insider Securities (each a “Claim”) and hereby waives any Claim it
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. 
  
 2. The undersigned will not submit to the Company for consideration, or vote for the approval of, 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 Brenner that the business combination is fair to the Company’s
stockholders from a financial perspective. 
  
 3. Neither the
undersigned, nor any affiliate (“Affiliate”) of the undersigned will be entitled to receive and will not accept any compensation or fees of any kind, including finder’s and consulting fees, prior to, or for services they rendered in
order to effectuate, the Business Combination; provided that commencing on the Effective Date, the undersigned shall be allowed to charge to the Company an allocable share of the undersigned’s overhead, up to $7,500 per month to compensate the
undersigned for the Company’s use of the undersigned’s offices, utilities and personnel. The undersigned shall also be entitled to reimbursement from the Company for its out-of-pocket expenses incurred in connection with seeking and
consummating a Business Combination. 
  
 4. Neither the
undersigned nor any of its Affiliates will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any Affiliate of the undersigned originates a Business Combination. 







 Good Harbor Partners Acquisition Corp. 
 HCFP/Brenner Securities LLC 
 Page 2 
  
 5. The undersigned
agrees not to sell any of its Insider Securities until the Company’s completion of a Business Combination. 
  
 6. The undersigned has agreed to vote any shares of Class B common stock it holds or hereafter acquires in favor of any proposed Business Combination
approved by the Company’s Board of Directors. 
  
 7. The
undersigned represents and warrants that it: 
  
 (a) 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) 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 it is not currently a defendant in any such criminal proceeding; and 
  
 (c) 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 it is bound, to enter into this letter agreement and to be a
security holder of the Company. 
  
 9. The undersigned authorizes
any employer, financial institution, or consumer credit reporting agency to release to Brenner and its legal representatives or agents (including any investigative search firm retained by Brenner) any information they may have about the
undersigned’s background and finances (“Information”). Neither Brenner nor its agents shall be violating my 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. 
  
 10. 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 securityholders of the Company immediately prior to the IPO; (iii) “Insider Securities” shall mean all of the shares of common stock, Class W Warrants and Class Z Warrants (and all shares of common
stock underlying such securities) of the Company owned by an Insider prior to the IPO; and (iv) “Trust Fund” shall mean that portion of the net proceeds of the IPO placed in trust for the benefit of the holders of the shares of Class B
common stock issued in the Company’s IPO as contemplated by the Company’s prospectus relating to the IPO. 
  

			
	 	 	 Good Harbor Consulting, LLC

		
	 By: