August 17, 2009 North Shore Acquisition Corp. Great Neck, New York 11021 Gentlemen:
August
17, 2009
000 Xxxxx
Xxxx Xxxx, Xxxxx 000
Xxxxx
Xxxx, Xxx Xxxx 00000
Gentlemen:
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”),
Xxxxx X. Xxxxxx, Xxxx X. Xxxx, Xxxxxx Xxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx Xxxxxx,
Xxxx X. Xxxxxxxxxxx (collectively, the “Sellers”) and Sang-Xxxx Xxx,
the undersigned hereby agrees as follows (certain capitalized terms used herein
are defined in paragraph 10 hereof):
1. In
the event that the Company fails to consummate a Business Combination within 24
months from the effective date (“Effective Date”) of the
registration statement relating to the Company’s initial public offering of
securities (“IPO”), the
undersigned will (i) cause the trust fund established in connection with the
Company’s IPO (the “Trust
Fund”) to be liquidated and distributed to the holders of IPO Shares and
(ii) take all reasonable actions within his power to cause the Company to
liquidate as soon as reasonably practicable. The undersigned hereby waives any
and all right, title, interest or claim of any kind in or to any distribution of
the Trust Fund and any remaining net assets of the Company as a result of such
liquidation (“Claim”)
and hereby waives any Claim the undersigned 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. In
order to minimize potential conflicts of interest that may arise from multiple
affiliations, the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity, any suitable
opportunity to acquire an operating business, until the earlier of the
consummation by the Company of a Business Combination, the liquidation of the
Company or until such time as the undersigned ceases to be an officer or
director of the Company, subject to any pre-existing fiduciary and contractual
obligations the undersigned might have.
3. The
undersigned acknowledges and agrees that the Company will not consummate any
Business Combination that involves a company that is affiliated with any of the
Insiders unless the Company obtains an opinion from an independent investment
banking firm reasonably acceptable to EarlyBirdCapital, Inc., as representative
of the underwriters of the Company’s IPO (the “Underwriters”), that the
Business Combination is fair to the Company’s stockholders from a financial
perspective.
4. Neither
the undersigned, any member of the family of the undersigned, nor any affiliate
(“Affiliate”) of the
undersigned will be entitled to receive and will not accept any compensation for
services rendered to the Company prior to or in connection with the consummation
of the Business Combination. Notwithstanding the foregoing, the Company will be
allowed to enter into a services agreement with Capital Express Co., Ltd.
(“Related Party”) for
the Company’s use of Related Party’s offices, utilities and personnel. The
Related Party and the undersigned shall also be entitled to reimbursement from
the Company for their out-of-pocket expenses incurred in connection with seeking
and consummating a Business Combination.
5. Neither
the undersigned, any member of the family of the undersigned, nor any Affiliate
of the undersigned will be entitled to receive or accept a finder’s fee or any
other compensation in the event the undersigned, any member of the family of the
undersigned or any Affiliate of the undersigned originates a Business
Combination.
6. The
undersigned agrees to be the President and Chief Executive Officer and a member
of the Board of Directors of the Company until the earlier of the consummation
by the Company of a Business Combination or the liquidation of the Company. The
undersigned’s biographical information furnished to the Company and the
Underwriters and attached hereto as Exhibit A is true and
accurate in all respects, does not omit any material information with respect to
the undersigned’s background and contains all of the information required to be
disclosed pursuant to Item 401 of Regulation S-K, promulgated under the
Securities Act of 1933. The undersigned represents and warrants
that:
(a) he 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) he
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 he is
not currently a defendant in any such criminal proceeding; and
(c) he
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.
7. The
undersigned has full right and power, without violating any agreement by which
he is bound, to enter into this letter agreement and to serve as the President
and Chief Executive Officer and a member of the Board of Directors of the
Company.
8. The
undersigned hereby waives his right to exercise conversion rights with respect
to any shares of the Company’s common stock owned or to be owned by the
undersigned, directly or indirectly, and agrees that he will not seek conversion
with respect to such shares in connection with any vote to approve a Business
Combination.
9. This
letter agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflicts of
law principles that would result in the application of the substantive laws of
another jurisdiction. The undersigned hereby (i) agrees that any action,
proceeding or claim against him arising out of or relating in any way to this
letter agreement (a “Proceeding”) shall be brought
and enforced in the courts of the State of New York of the United States of
America for the Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient
forum and (iii) irrevocably agrees to appoint Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C. as agent for the service of process in the State of New
York to receive, for the undersigned and on his behalf, service of process in
any Proceeding. If for any reason such agent is unable to act as such, the
undersigned will promptly notify the Company and the Underwriters and appoint a
substitute agent acceptable to each of the Company within 30 days and nothing in
this letter will affect the right of either party to serve process in any other
manner permitted by law.
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; (ii) “Insiders” shall mean all
former and current officers and directors of the Company and all stockholders of
the Company that acquired shares of Common Stock of the Company prior to the
IPO, or, if after the IPO, in a private transfer from another former or current
officer or director of the Company, or from a stockholder that purchased such
shares of Common Stock prior to the IPO; and (iii) “IPO Shares” shall mean the
shares of Common Stock issued in the Company’s IPO.
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/s/ Xxxxx-Yub Xxx
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Xxxxx-Yub
Xxx
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Exhibit
A
Xxxxx-Yub
Ahn has been our chief executive officer, president and director since
August 2009. Xx. Xxx has served as the chairman of the board of directors of
Capital Express Co., Ltd., a private investment, financial advisory and
consulting firm, since May 2009. Xx. Xxx has also served as a distinguished
professor at the Information and Communications University in Daejon, Korea
since March 2008. From March 2008, Xx. Xxx has served as chairman of board of
directors of Aju News Corporation, the publisher of an economic newspaper in
Korea. From May 2004 to November 2006, he was elected as a congressman to the
17th
National Assembly representing xxx xxxxxxxx xx Xxxxxxx Xxxx, Xxxxxxxx, Xxxxx.
From February 2000 to March 2001, Xx. Xxx served as the Minister of Information
and Communication for the Republic of Korea. Prior to that he had served as the
Vice Minister of Information and Communication from May 1998 to February 2000
and as Executive Director from July 1996 to May 1998. He passed the Higher Civil
Service Examination on Government Administration in 1972, which is a mandatory
license to join the Korean government. Xx. Xxx received a Master of Arts degree
in Economics from Hitotsubashi University, Japan and graduated from Korea
University with a Bachelor of Arts degree in Political Science and International
Relations.
