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 • September 20th, 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. • September 20th, 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 • September 20th, 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”).
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”).
NORTH SHORE ACQUISITION CORP.North Shore Acquisition Corp. • September 20th, 2007 • 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.
