Form of Letter Agreement (SBLS, LLC)



 Exhibit 10.10 
  
                     , 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. 
  
 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. 
  
 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; 







 Good Harbor Partners Acquisition Corp. 
 HCFP/Brenner Securities LLC 
 September 14, 2005 
 Page 2 
  
 (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. 
  

			
	SBLS, LLC
		
	By:	 	  


	 	 	Leonard S. Sherman