North Shore Acquisition Corp.
August
17, 2009
000 Xxxxx
Xxxx Xxxx, Xxxxx 000
Xxxxx
Xxxx, Xxx Xxxx 00000
Attention:
Xxxxx X. Xxxxxx
Sang-Xxxx
Xxx
(135-270)
7th Floor, SoftForum B/D
000-0
Xxxxx-Xxxx
Xxxxxxx-Xx,
Xxxxx 135-270 S. Korea
Dear
Sirs:
Pursuant
to that certain Registration Rights Agreement (the “RRA”), dated as of November
30, 2007, by and among North Shore Acquisition Corp., a Delaware Corporation
(the “Company”), and the
respective undersigned parties (each, individually, a “Stockholder”, and
collectively, the “Stockholders”), the Company
has granted the Stockholders certain registration rights (the “Registration Rights”) with
respect to (a) the shares (the “Warrant Shares”) of common
stock of the Company underlying warrants (the “Warrants”) purchased by the
Stockholders under the terms of certain Warrant Subscription Agreements by and
between the Company and each respective Stockholder, and (b) the shares of
common stock (the “Insider
Shares”, and together with the Warrant Shares, the “Registrable Securities”)
purchased by the Stockholders from the Company prior to the Company’s initial
public offering.
The Stockholders have executed an
agreement (the “Put/Call
Agreement”) of even date herewith pursuant to which the parties thereto
have granted each other put and call options by which the Stockholders may (i)
sell the Warrants following the Option Trigger (as defined in the Put/Call
Agreement), and (ii) transfer, for no consideration, certain of the Insider
Shares (the “Transfer
Shares”) to Sang-Xxxx Xxx (the “Investor”), in the amounts
identified in Schedule
A upon consummation of the Company’s initial acquisition of an operating
business (a “Business
Combination”). In connection with the potential sale of the
Warrants following the Option Trigger and transfer of the Transfer Shares upon
consummation of a Business Combination, the Stockholders desire to assign their
Registration Rights conditionally with respect to the Warrants that may be sold
and the Transfer Shares that may be transferred to the Investor in accordance
with Section 6.2 of the RRA, and the Company has agreed to consent to such
assignment. Accordingly, (a) upon exercise of an Option (as defined in the
Put/Call Agreement) following the Option Trigger and subsequent sale of Warrants
and (b) upon consummation of a Business Combination and subsequent transfer of
the Transfer Shares, the Stockholders’ Registration Rights with respect to such
securities shall be assigned to the Investor. The Stockholders shall
maintain their Registration Rights with respect to any Insider Shares not
transferred to the Investor. Until the Warrants and the Transfer
Shares are sold and transferred, respectively, in accordance with the Put/Call
Agreement, the Registration Rights will not be assigned by the Stockholders to
the Investor. Upon the sale of the Warrants and the transfer of the
Transfer Shares to the Investor, the Investor shall become party to the RRA and
the parties thereto hereby consent to amend such RRA at that time such that the
Investor shall have all the benefits of the Stockholders with respect to the
transferred Registrable Securities under the RRA as if it was original parties
thereto.
This letter serves as each
Stockholder’s irrevocable conditional assignment of the Registration Rights on
the terms hereof, and the Company’s consent to such assignment.
[Remainder of page intentionally left
blank; signature page to follow.]
|
Very
truly yours,
|
|
|
STOCKHOLDERS:
|
|
|
/s/ Xxxxx X. Xxxxxx
|
|
|
Xxxxx
X. Xxxxxx
|
|
|
/s/ Xxxx X. Xxxx
|
|
|
Xxxx
X. Xxxx
|
|
|
/s/ Xxxxxx X. Xxxxxxxx
|
|
|
Xxxxxx
X. Xxxxxxxx
|
|
|
/s/ Xxxxxx Xxxxxx
|
|
|
Xxxxxx
Xxxxxx
|
|
|
/s/ Xxxx X. Xxxxxxxxxxx
|
|
|
Xxxx
X. Xxxxxxxxxxx
|
|
|
/s/ Xxxxxx Xxxxx
|
|
|
Xxxxxx
Xxxxx
|
The
undersigned acknowledges and consents to the foregoing terms.
COMPANY:
|
By:
|
/s/ Xxxx X. Xxxx
|
|
Name:
Xxxx X. Xxxx
|
|
|
Title:
President
|
[Signature
Page - Registration Rights Assignment Letter]
Schedule
A
|
Stockholder
|
Insider Shares
|
Transfer Shares
|
Warrants
|
|||||||||
|
Xxxxx
X. Xxxxxx
|
468,851 | 439,331 | 472,320 | |||||||||
|
Xxxx
X. Xxxx
|
364,663 | 341,702 | 367,360 | |||||||||
|
Xxxx
X. Xxxxxxxxxxx
|
135,320 | 126,800 | 136,320 | |||||||||
|
Xxxxxx
X. Xxxxxxxx
|
206,472 | 193,472 | 208,000 | |||||||||
|
Xxxxxx
Xxxxx
|
206,472 | 193,472 | 208,000 | |||||||||
|
Xxxxxx
Xxxxxx
|
206,472 | 193,473 | 208,000 | |||||||||
