Continental Stock Transfer & Trust Company
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August
17, 2009
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Continental
Stock Transfer & Trust Company
00
Xxxxxxx Xxxxx
New York,
NY 10004
Attn:
Xxxxxx Xxxxxx
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Re: Proposed
Transfer of Certain Shares of Common Stock of North Shore Acquisition
Corp.
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Dear Xx.
Xxxxxx:
Pursuant to that certain Stock Escrow
Agreement (the “Escrow
Agreement”) dated November 30, 2007 by and among North Shore Acquisition
Corp. (the “Company”),
Continental Stock Transfer & Trust Company (the “Escrow Agent”), Xxxxx X.
Xxxxxx, Xxxx X. Xxxx, Xxxxxx Xxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx Xxxxxx and Xxxx
X. Xxxxxxxxxx (collectively, the “Initial Stockholders”), the
Escrow Agent is currently holding in escrow the shares of the Company’s common
stock owned by each of the Initial Stockholders in the amounts identified in
Schedule A (the
“Escrow
Shares”).
The Initial Stockholders have executed
an agreement (the “Put/Call
Agreement”) of even date herewith pursuant to which they have agreed to
transfer a portion of each Initial Stockholders’ Escrow Shares in the amounts
identified in Schedule
A (the “Transfer
Shares”) in a private transaction to Sang-Xxxx Xxx (the “Investor”), for no cash
consideration upon the Company’s consummation of a Business Combination (as such
term is defined in the Put/Call Agreement). The Escrow Shares and the
Transfer Shares will remain in escrow with you pursuant to the terms of the
Escrow Agreement, but after the consummation of a Business Combination, you will
hold the Transfer Shares on behalf of the Investor and not us. As
Escrow Agent, you acknowledge and agree not to enter into any control or other
agreement relating to, or deliver possession of, the Transfer Shares to any
third party, other than the Investor, that could create or perfect a security
interest in the Transfer Shares.
Further, in connection with our
agreement to transfer the Transfer Shares to the Investor, we are attaching
executed stock powers with respect to the Transfer Shares. Please
hold these stock powers in escrow, together with the Transfer Shares, and upon
consummation of a Business Combination, kindly effect the transfer of the
Transfer Shares to the Investor. The Investor is agreeing to be bound by the
terms and conditions of the Escrow Agreement and will deliver the appropriate
stock powers to the Escrow Agent.
[Remainder of page intentionally left
blank; signature page to follow.]
This letter shall serve as irrevocable
instructions from the Initial Stockholders to you as the Escrow Agent with
respect to the transfer of the Transfer Shares upon consummation of the Business
Combination and may not be altered by any of us in the future, except upon
termination of the Put/Call Agreement in accordance with its terms
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Very
truly yours,
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INITIAL
STOCKHOLDERS:
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/s/ Xxxxx X. Xxxxxx
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Xxxxx
X. Xxxxxx
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/s/ Xxxx X. Xxxx
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Xxxx
X. Xxxx
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/s/ Xxxxxx Xxxxx
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Xxxxxx
Xxxxx
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/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx
X. Xxxxxxxx
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/s/ Xxxxxx Xxxxxx
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Xxxxxx
Xxxxxx
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/s/ Xxxx X. Xxxxxxxxxxx
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Xxxx
X. Xxxxxxxxxxx
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The
undersigned acknowledge and consent to the foregoing terms.
THE
COMPANY:
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By:
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/s/ Xxxx X. Xxxx
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Name:
Xxxx X. Xxxx
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Title:
President
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[Signature
Page - Transfer Shares Release Letter]
ESCROW
AGENT:
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY
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By:
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/s/ Xxxxxx Xxxxxx
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Name:
Xxxxxx Xxxxxx
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Title:
Chairman
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[Signature
Page - Transfer Shares Release Letter]
Schedule
A
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Name of Stockholder
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Escrow Shares
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Transfer Shares
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Xxxxx
X. Xxxxxx
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468,851
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439,331
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Xxxx
X. Xxxx
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364,663
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341,702
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Xxxxxx
Xxxxx
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206,472
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193,472
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Xxxxxx
X.Xxxxxxxx
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206,472
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193,472
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Xxxxxx
Xxxxxx
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206,472
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193,473
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Xxxx
X. Xxxxxxxxxxx
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135,320
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126,800
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