REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2007 • North Shore Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the ____ day of ________, 2007, by and among North Shore Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
UNDERWRITING AGREEMENT between NORTH SHORE ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: _______________, 2007Underwriting Agreement • October 24th, 2007 • North Shore Acquisition Corp. • Blank checks • New York
The undersigned, North Shore Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you,” “EBC” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
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 NOT SELL,...North Shore Acquisition Corp. • October 24th, 2007 • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY NORTH SHORE ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR _____________, 2008. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ___________, 2012.
WARRANT AGREEMENTWarrant Agreement • October 24th, 2007 • North Shore Acquisition Corp. • Blank checks • New York
Agreement made as of _________, 2007 between North Shore Acquisition Corp., a Delaware corporation, with offices at 175 Great Neck Road, Suite 204, Great Neck, New York 11201-3313 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • September 20th, 2007 • North Shore Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 20th, 2007 • North Shore Acquisition Corp. • Blank checks • New York
This Agreement is made as of _______ ___, 2007 by and between North Shore Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
North Shore Acquisition Corp.North Shore Acquisition Corp. • August 17th, 2009 • Blank checks
August 17, 2009 North Shore Acquisition Corp. Great Neck, New York 11021 Gentlemen:North Shore Acquisition Corp. • August 17th, 2009 • Blank checks • New York
As a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among the undersigned, North Shore Acquisition Corp. (the “Company”), Barry J. Gordon, Marc H. Klee, Robert Sroka, Arthur H. Goldberg, Harvey Granat, and Alan J. Loewenstein (collectively, the “Sellers”), the undersigned hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):
AGREEMENTAgreement • March 23rd, 2009 • North Shore Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT (this “Agreement”) dated as of March 20, 2009 by and among Young Joo Kim (“Kim”) and North Shore Acquisition Corp., a Delaware corporation (the “Company”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • September 20th, 2007 • North Shore Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of _________, 2007 (“Agreement”), by and among NORTH SHORE ACQUISITION CORP., a Delaware corporation (“Company”), BARRY J. GORDON, MARC H. KLEE, ROBERT SROKA, ARTHUR H. GOLDBERG, HARVEY GRANAT and ALAN J. LOEWENSTEIN (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
SECURITIES PURCHASE AND EXCHANGE AGREEMENT BY AND AMONG NORTH SHORE ACQUISITION CORP., SUNGDONG INDUSTRIES CO. LTD., HWI YOUNG JUNG AND HONG JUN JUNG DATED AS OF SEPTEMBER 8, 2009Securities Purchase and Exchange Agreement • September 11th, 2009 • North Shore Acquisition Corp. • Blank checks • Delaware
THIS SECURITIES PURCHASE AND EXCHANGE AGREEMENT is made and entered into as of September 8, 2009, by and among North Shore Acquisition Corp., a Delaware corporation (“NSAQ”), Sungdong Industries Co. Ltd., a Korean company (“SDI”), Hwi Young Jung (“Stockholder”) and Hong Jun Jung (“Pledgor”). (Each of the above parties, a “Party,” and collectively, the “Parties,” unless the context requires otherwise).
PUT/CALL ESCROW AGREEMENTPut/Call Escrow Agreement • August 17th, 2009 • North Shore Acquisition Corp. • Blank checks • New York
THIS PUT/CALL ESCROW AGREEMENT (“Agreement”) is dated August 17, 2009 by and among North Shore Acquisition Corp., a Delaware corporation (the “Company”), Barry J. Gordon (“Gordon”), Marc H. Klee (“Klee”), Robert Sroka (“Sroka”), Arthur H. Goldberg (“Goldberg”), Harvey Granat (“Granat”), Alan J. Loewenstein (“Loewenstein”), Sang-Chul Kim (the “Investor”) and Graubard Miller, as escrow agent (the “Escrow Agent”). Gordon, Klee, Sroka, Goldberg, Granat and Loewenstein are each herein referred to individually as a “Seller” and collectively as the “Sellers”.
August 17, 2009 North Shore Acquisition Corp. Great Neck, New York 11021 Gentlemen:North Shore Acquisition Corp. • August 17th, 2009 • Blank checks • New York
As a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among North Shore Acquisition Corp. (the “Company”), Barry J. Gordon, Marc H. Klee, Robert Sroka, Arthur H. Goldberg, Harvey Granat, Alan J. Loewenstein (collectively, the “Sellers”) and Sang-Chul Kim, the undersigned hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 10 hereof):
August 17, 2009 North Shore Acquisition Corp. Great Neck, New York 11021 Gentlemen:North Shore Acquisition Corp. • August 17th, 2009 • Blank checks • New York
As a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among North Shore Acquisition Corp. (the “Company”), Barry J. Gordon, Marc H. Klee, Robert Sroka, Arthur H. Goldberg, Harvey Granat, Alan J. Loewenstein (collectively, the “Sellers”) and Sang-Chul Kim, the undersigned hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 10 hereof):
Continental Stock Transfer & Trust CompanyNorth Shore Acquisition Corp. • August 17th, 2009 • Blank checks
NORTH SHORE ACQUISITION CORP.North Shore Acquisition Corp. • September 20th, 2007 • Blank checks
PUT AND CALL OPTION AGREEMENTPut and Call Option Agreement • August 17th, 2009 • North Shore Acquisition Corp. • Blank checks • New York
THIS PUT AND CALL OPTION AGREEMENT (this “Agreement”) is dated as of August 17, 2009 by and among Barry J. Gordon (“Gordon”), Marc H. Klee (“Klee”), Robert Sroka (“Sroka”), Arthur H. Goldberg (“Goldberg”), Harvey Granat (“Granat”), Alan J. Loewenstein (“Loewenstein”), Sang-Chul Kim (the “Investor”) and North Shore Acquisition Corp., a Delaware corporation (the “Company”). Gordon, Klee, Sroka, Goldberg, Granat and Loewenstein are each herein referred to individually as a “Seller” and collectively as the “Sellers”.
North Shore Acquisition Corp.North Shore Acquisition Corp. • August 17th, 2009 • Blank checks
North Shore Acquisition Corp.North Shore Acquisition Corp. • August 17th, 2009 • Blank checks
Subscription AgreementSubscription Agreement • September 20th, 2007 • North Shore Acquisition Corp. • Blank checks
The undersigned hereby subscribes for and agrees to purchase ___________ Warrants (“Insider Warrants”) at $1.00 per Insider Warrant, of North Shore Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $__________ (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by EarlyBirdCapital, Inc. (“EarlyBird”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
