AMENDMENT NO. 2 TO UNIT PURCHASE
		OPTION
	 

	 
		WHEREAS, Courtside Acquisition Corp. (the
		“Company”) wishes to clarify that certain rights granted under those
		certain Unit Purchase Options issued to EarlyBirdCapital, Inc.
		(“EBC”) and its designees do not conflict with rights subsequently
		granted by the Company to certain of its stockholders (“New
		Investors”) in connection with a proposed acquisition by the Company of
		American Community Newspapers LLC;
	 

	 
		WHEREAS, pursuant to Section 9 of the Unit Purchase
		Option, the Company and EBC may from time to time supplement or amend the Unit
		Purchase Option without the approval of any of the holders in order to cure any
		ambiguity; and
	 

	 
		WHEREAS, the Company and EBC wish to amend
		the Unit Purchase Option as follows: 
	 

	 
		I. Section 5.2.1 is hereby amended by
		replacing it in its entirety with the following:
	 

	 
		5.2.1 Grant of Right.
	 

	 
		In addition to the demand right of
		registration, the Holders of the Purchase Options shall have the right for a
		period of seven years commencing on the Effective Date, to include the
		Registrable Securities as part of any other registration of securities filed by
		the Company (other than in connection with a transaction contemplated by Rule
		145(a) promulgated under the Act or pursuant to Form S-8); provided, however,
		that if, in the written opinion of the Company’s managing underwriter or
		underwriters, if any, for such offering, the inclusion of the Registrable
		Securities, when added to the securities being registered by the Company or the
		selling stockholder(s), will exceed the maximum amount of the Company’s
		securities which can be marketed (i) at a price reasonably related to their
		then current market value, and (ii) without materially and adversely affecting
		the entire offering (the “Maximum Amount”), then the securities to be
		sold by the Company to all stockholders (including the holders of Registrable
		Securities) in such public offering shall be included as follows:
	 

	 
		(A) In the event that the registration is a
		“demand” registration undertaken at the demand of persons other than
		the holders of Registrable Securities pursuant to written contractual
		arrangements with such persons:
	 

	 
		(x) first, the number of securities for the
		account of persons exercising a written contractual arrangement to demand
		registration that can be sold without exceeding the Maximum Amount;
	 

	 
		(y) second, to the extent that the Maximum
		Amount has not been reached under the foregoing clause (x), the number of
		securities that the Company desires to sell that can be sold without exceeding
		the Maximum Amount; and
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(z) third, to the extent that the Maximum
		Amount has not been reached under the foregoing clauses (x) and (y) the number
		of securities (including the Registrable Securities) as to which registration
		has been requested pursuant to written contractual “piggy-back”
		registration rights of other selling stockholders, (pro rata between such
		selling stockholders in accordance with the number of shares of Common Stock
		which each such selling stockholder has actually requested to be included in
		such registration, regardless of the number of shares of Common Stock with
		respect to which such selling stockholders have the right to request such
		inclusion) that can be sold without exceeding the Maximum Amount.
	 

	 
		(B) In the event that the Company proposes
		to register its securities (in circumstances other than by persons exercising a
		written contractual arrangement to demand registration) in an underwritten
		offering subject to a Maximum Amount, then the securities to be sold in such
		public offering shall be included as follows:
	 

	 
		(x) first, the number of securities that the
		Company desires to sell that can be sold without exceeding the Maximum Amount;
		and
	 

	 
		second, to the extent that the Maximum
		Amount has not been reached under the foregoing clause (x) the number of
		securities (including the Registrable Securities) as to which registration has
		been requested pursuant to written contractual “piggy-back”
		registration rights of other selling stockholders, (pro rata between such
		selling stockholders in accordance with the number of shares of Common Stock
		which each such selling stockholder has actually requested to be included in
		such registration, regardless of the number of shares of Common Stock with
		respect to which such selling stockholders have the right to request such
		inclusion) that can be sold without exceeding the Maximum Amount.
	 

	 
		[Signature pages follows]
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, the Company has caused this Amendment No. 2 to the
		Purchase Option to be signed by its duly authorized officer as of June __,
		2007.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  COURTSIDE ACQUISITION CORP.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 
 /s/ Richard
				  Goldstein
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Richard Goldstein

				  Title: Chairman and Chief Executive Officer

				

			 

 

	 
		 
	 

	 
		Agreed and accepted:
	 

	 
		 
	 

	 
			
				
				  EARLYBIRDCAPITAL, INC.

				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: 
				

			 	
				
				  
 
 /s/ Steve Levine
				

			 	
				
				   
				

			 	 	
				
				

			 
	
				
				   
				

			 	
				
				  Name: Steve Levine

				  Title: Chief Executive Officer