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”).
