IS IN THE BEST INTERESTS OF THE
STOCKHOLDERS OF HARBOR.
(B)
THE HARBOR BOARD, BY RESOLUTIONS DULY
ADOPTED UNANIMOUSLY AT A MEETING DULY CALLED AND HELD, HAS DULY (I) DETERMINED
THAT THIS AGREEMENT AND THE RESPECTIVE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT ARE ADVISABLE, FAIR TO AND IN THE BEST INTERESTS OF HARBOR AND HARBOR
STOCKHOLDERS, (II) APPROVED THIS AGREEMENT AND THE RESPECTIVE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND DECLARED THEIR ADVISABILITY, AND
(III) RECOMMENDED THAT THE HARBOR STOCKHOLDERS ADOPT THIS AGREEMENT AND DIRECTED
THAT THIS AGREEMENT BE SUBMITTED FOR CONSIDERATION BY THE HARBOR STOCKHOLDERS AT
THE HARBOR STOCKHOLDER MEETING (AS DEFINED IN SECTION 4.10(D)). THE AFFIRMATIVE
VOTE OF THE HOLDERS OF A MAJORITY IN VOTING POWER OF SHARES OF OUTSTANDING
HARBOR COMMON STOCK IS THE ONLY VOTE OF THE HOLDERS OF ANY CLASS OR SERIES OF
CAPITAL STOCK OF HARBOR NECESSARY TO ADOPT OR APPROVE THIS AGREEMENT AND THE
EQUITY INCENTIVE PLAN AND THE RESPECTIVE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, PROVIDED THAT, IN ADDITION TO SUCH AFFIRMATIVE VOTE, HOLDERS OF NOT
MORE THAN NINETEEN AND NINETY-NINE ONE HUNDREDTHS PERCENT (19.99%) OF THE SHARES
OF HARBOR COMMON STOCK ISSUED IN HARBOR'S INITIAL PUBLIC OFFERING OF SECURITIES
AND OUTSTANDING IMMEDIATELY BEFORE THE CLOSING SHALL HAVE EXERCISED THEIR RIGHTS
TO CONVERT THEIR SHARES INTO A PRO RATA SHARE OF THE TRUST FUND IN ACCORDANCE
WITH THE HARBOR CHARTER FOR THE TRANSACTIONS CONTEMPLATED HEREBY TO PROCEED.
(C)
HARBOR HAS RECEIVED THE WRITTEN OPINION OF
HOULIHAN SMITH & COMPANY INC. (THE "HARBOR FINANCIAL ADVISOR") TO THE EFFECT
THAT, AS OF THE DATE OF THE OPINION, THE CONSIDERATION PAYABLE BY HARBOR IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS FAIR TO THE
HARBOR STOCKHOLDERS FROM A FINANCIAL POINT OF VIEW. HARBOR HAS MADE AVAILABLE TO
THE COMPANY AND THE STOCKHOLDERS' REPRESENTATIVE AN EXECUTED COPY OF SUCH
OPINION. HARBOR HAS OBTAINED THE AUTHORIZATION OF THE HARBOR FINANCIAL ADVISOR
TO INCLUDE A COPY OF SUCH OPINION IN THE PROXY STATEMENT (AS DEFINED IN SECTION
4.10(A)).
3.12
TRUST FUND.
(A)
AS OF THE DATE HEREOF AND AT THE CLOSING
DATE, HARBOR HAS AND WILL HAVE NO LESS THAN $69,200,000 INVESTED IN GOVERNMENT
SECURITIES OR IN MONEY MARKET FUNDS MEETING CERTAIN CONDITIONS UNDER RULE 2A-7
PROMULGATED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
"INVESTMENT COMPANY ACT"), IN A TRUST ACCOUNT (THE "TRUST FUND") ADMINISTERED BY
CONTINENTAL STOCK TRANSFER & TRUST COMPANY (THE "TRUSTEE"), LESS SUCH AMOUNTS,
IF ANY, AS HARBOR IS REQUIRED TO PAY TO STOCKHOLDERS WHO ELECT TO HAVE THEIR
SHARES CONVERTED INTO CASH IN ACCORDANCE WITH THE PROVISIONS OF THE HARBOR
CHARTER.
(B)
UPON CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND NOTICE THEREOF TO THE TRUSTEE, THE TRUST FUND
WILL TERMINATE AND THE TRUSTEE SHALL THEREUPON BE OBLIGATED TO RELEASE AS
PROMPTLY AS PRACTICABLE TO HARBOR THE FUNDS AND GOVERNMENT SECURITIES HELD IN
THE TRUST FUND, WHICH FUNDS AND GOVERNMENT SECURITIES WILL BE FREE OF ANY
ENCUMBRANCES WHATSOEVER AND, AFTER TAKING INTO ACCOUNT ANY FUNDS PAID TO HOLDERS
OF HARBOR COMMON