REGISTRATION RIGHTS AGREEMENT
	 

	 
		THIS REGISTRATION RIGHTS AGREEMENT (this
		“Agreement”) is entered into as of the 2nd day of July, 2007, by and
		among: Courtside Acquisition Corp., a Delaware corporation (the
		“Company”); and the undersigned parties listed under
		Investor on the signature page hereto (each, an “Investor”
		and collectively, the “Investors”).
	 

	 
		WHEREAS, the Investors are receiving
		securities of the Company pursuant to the terms of that certain Asset Purchase
		Agreement by and among the Company, American Community Newspapers LLC and,
		solely for purposes of Section 2.22 thereof, ACN Holding LLC, dated as of
		January 24, 2007, as the same may be amended or otherwise modified from time to
		time;
	 

	 
		WHEREAS, the Investors and the Company
		desire to enter into this Agreement to provide the Investors with certain
		rights relating to the registration of shares of Common Stock held by them;
		
	 

	 
		NOW, THEREFORE, in consideration of the
		mutual covenants and agreements set forth herein, and for other good and
		valuable consideration, the receipt and sufficiency of which are hereby
		acknowledged, the parties hereto agree as follows:
	 

	 
		1. DEFINITIONS. The
		following capitalized terms used herein have the following meanings:
	 

	 
		“Agreement”
		means this Agreement, as amended, restated, supplemented, or otherwise modified
		from time to time.
	 

	 
		“Commission”
		means the Securities and Exchange Commission, or any other federal agency then
		administering the Securities Act or the Exchange Act.
	 

	 
		“Common Stock” means the common stock, par value $0.0001 per
		share, of the Company.
	 

	 
		“Company” is
		defined in the preamble to this Agreement.
	 

	 
		“Demand Registration” is defined in Section 2.1.1.
	 

	 
		“Demanding Holder” is defined in Section 2.1.1.
	 

	 
		“Exchange Act” means the Securities Exchange Act of 1934, as
		amended, and the rules and regulations of the Commission promulgated
		thereunder, all as the same shall be in effect at the time.
	 

	 
		“Existing Registration Rights Agreement” means that certain Registration Rights Agreement
		dated June 30, 2005, by and among the Company and the investors identified
		therein.
	 

	 
		“Form S-3”
		is defined in Section 2.3.
	 

	 
		“Indemnified Party” is defined in Section 4.3.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		“Indemnifying Party” is defined in Section 4.3.
	 

	 
		“Investor”
		is defined in the preamble to this Agreement.
	 

	 
		“Investor Indemnified Party” is defined in Section 4.1.
	 

	 
		“Maximum Number of Shares” is defined in Section 2.1.4.
	 

	 
		“Notices” is
		defined in Section 6.3.
	 

	 
		“Person”
		means any individual, corporation, partnership, limited liability company,
		firm, joint venture, association, joint stock company, trust, unincorporated
		organization, governmental or regulatory body or subdivision thereof, or any
		other entity.
	 

	 
		“Piggy-Back Registration” is defined in Section 2.2.1.
	 

	 
		“Register,”
		“registered” and “registration” mean a registration effected by preparing and
		filing a registration statement or similar document in compliance with the
		requirements of the Securities Act, and the applicable rules and regulations
		promulgated thereunder, and such registration statement becoming
		effective.
	 

	 
		“Registrable Securities” mean all of the shares of Common Stock owned or
		held by Investors under this Agreement and investors under the Existing
		Registration Rights Agreement. Registrable Securities include any warrants,
		shares of capital stock or other securities of the Company issued as a dividend
		or other distribution with respect to or in exchange for or in replacement of
		such shares of Common Stock. As to any particular Registrable Securities, such
		securities shall cease to be Registrable Securities when: (a) a
		Registration Statement with respect to the sale of such securities shall have
		become effective under the Securities Act and such securities shall have been
		sold, transferred, disposed of or exchanged in accordance with such
		Registration Statement; (b) such securities shall have been otherwise
		transferred, new certificates for them not bearing a legend restricting further
		transfer shall have been delivered by the Company and subsequent public
		distribution of them shall not require registration under the Securities Act;
		(c) such securities shall have ceased to be outstanding, or (d) the
		Securities and Exchange Commission makes a definitive determination to the
		Company that the Registrable Securities are saleable under Rule 144(k).
	 

	 
		“Registration Statement” means a registration statement filed by the
		Company with the Commission in compliance with the Securities Act and the rules
		and regulations promulgated thereunder for a public offering and sale of Common
		Stock (other than a registration statement on Form S-4 or Form S-8,
		or their successors, or any registration statement covering only securities
		proposed to be issued in exchange for securities or assets of another
		entity).
	 

	 
		“Release Date” means the date on which shares of Common Stock
		are disbursed from escrow pursuant to Section 3 of that certain Stock Escrow
		Agreement dated as of June 30, 
	 

	 
		 
	 

	 
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		2005 by and among the parties thereto and
		Continental Stock Transfer & Trust Company, as the same may be amended or
		otherwise modified from time to time.
	 

	 
		“Securities Act” means the Securities Act of 1933, as amended, and
		the rules and regulations of the Commission promulgated thereunder, all as the
		same shall be in effect at the time.
	 

	 
		“Spire Investors” shall mean, collectively, Spire Capital Partners,
		L.P., Spire Capital Partners Parallel Fund, L.P., Spire Investments LLC and
		Spire ACN Corporation.
	 

	 
		“Wachovia Investor” shall mean Wachovia Capital Partners 2004,
		LLC.
	 

	 
		“Underwriter” means a securities dealer who purchases any
		Registrable Securities as principal in an underwritten offering and not as part
		of such dealer’s market-making activities.
	 

	 
		2. REGISTRATION RIGHTS.
	 

	 
		2.1 Demand Registration.
	 

	 
		2.1.1. Request for Registration. At any time and from time to time on or after the
		earlier of (x) April 1, 2008 and (y) the date that is ninety (90) days prior to
		the Release Date, (i) the holders of a majority-in-interest of the Registrable
		Securities held by the Spire Investors or the transferees of the Spire
		Investors, or (ii) the holders of a majority-in-interest of the Registrable
		Securities held by the Wachovia Investor or the transferees of the Wachovia
		Investor may make a written demand for registration under the Securities Act of
		all or part of their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall
		specify the number of shares of Registrable Securities proposed to be sold and
		the intended method(s) of distribution thereof. The Company will notify all
		holders of Registrable Securities of the demand (together with all holders of
		Registrable Securities under the Existing Registration Rights Agreement), and
		each such holder of Registrable Securities who wishes to include all or a
		portion of such holder’s Registrable Securities in the Demand Registration
		(each such holder including shares of Registrable Securities in such
		registration, a “Demanding
		Holder”) shall so notify the
		Company within fifteen (15) days after the receipt by the holder of the notice
		from the Company. Upon any such request, the Demanding Holders shall be
		entitled to have their Registrable Securities included in the Demand
		Registration, subject to Section 2.1.4 and the provisos set forth in
		Section 3.1.1. The Spire Investors and the Wachovia Investor shall each be
		entitled to require the Company to effect one (1) Demand Registration under
		this Section 2.1.1 in respect of Registrable Securities.
	 

	 
		2.1.2. Effective Registration. A registration will not count as a Demand Registration
		until the Registration Statement filed with the Commission with respect to such
		Demand Registration has been declared effective and the Company has complied
		with all of its obligations under this Agreement with respect thereto;
		provided, however, that
		if, after such Registration Statement has been declared effective, the offering
		of Registrable Securities pursuant to a Demand Registration is interfered with
		by any stop order or injunction of the Commission or any other governmental
		agency or court, the Registration Statement with respect 
	 

	 
		 
	 

	 
		 
	 

	 
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		to such Demand Registration will be deemed
		not to have been declared effective, unless and until, (i) such stop order or
		injunction is removed, rescinded or otherwise terminated, and (ii) a
		majority-in-interest of the Demanding Holders thereafter elect to continue the
		offering; provided,
		further, that the Company shall not be obligated to file a
		second Registration Statement until a Registration Statement that has been
		filed is counted as a Demand Registration or is terminated.
	 

	 
		2.1.3. Underwritten Offering. If a majority-in-interest of the Demanding Holders so
		elect and such holders so advise the Company as part of their written demand
		for a Demand Registration, the offering of such Registrable Securities pursuant
		to such Demand Registration shall be in the form of an underwritten offering.
		In such event, the right of any holder to include its Registrable Securities in
		such registration shall be conditioned upon such holder’s participation in
		such underwriting and the inclusion of such holder’s Registrable
		Securities in the underwriting to the extent provided herein. All Demanding
		Holders proposing to distribute their securities through such underwriting
		shall enter into an underwriting agreement in customary form with the
		Underwriter or Underwriters selected for such underwriting by a
		majority-in-interest of the holders initiating the Demand Registration. 
	 

	 
		2.1.4. Reduction of Offering. If the managing Underwriter or Underwriters for a
		Demand Registration that is to be an underwritten offering advise the Company
		and the Demanding Holders in writing that the dollar amount or number of shares
		of Registrable Securities which the Demanding Holders desire to sell, taken
		together with all other shares of Common Stock or other securities which the
		Company desires to sell and the shares of Common Stock, if any, as to which
		registration has been requested pursuant to written contractual piggy-back
		registration rights held by other shareholders of the Company who desire to
		sell, exceeds the maximum dollar amount or maximum number of shares that can be
		sold in such offering without adversely affecting the proposed offering price,
		the timing, the distribution method, or the probability of success of such
		offering (such maximum dollar amount or maximum number of shares, as
		applicable, the “Maximum Number of
		Shares”), then the Company shall
		include in such registration: (i) first, the Registrable Securities as to which
		Demand Registration has been requested by the Demanding Holders
		(pro rata in
		accordance with the number of shares of Registrable Securities which such
		Demanding Holder has requested be included in such registration, regardless of
		the number of shares of Registrable Securities held by each Demanding Holder)
		that can be sold without exceeding the Maximum Number of Shares; (ii) second,
		to the extent that the Maximum Number of Shares has not been reached under the
		foregoing clause (i), the shares of Common Stock or other securities that the
		Company desires to sell that can be sold without exceeding the Maximum Number
		of Shares; (iii) third, to the extent that the Maximum Number of Shares has not
		been reached under the foregoing clauses (i) and (ii), the shares of Common
		Stock for the account of other persons that the Company is obligated to
		register pursuant to written contractual arrangements with such persons and
		that can be sold without exceeding the Maximum Number of Shares; and (v)
		fourth, to the extent that the Maximum Number of Shares have not been reached
		under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock
		that other shareholders desire to sell that can be sold without exceeding the
		Maximum Number of Shares. If the Spire Investors or the Wachovia Investor, as
		the case may be, initiates a Demand Registration and is not permitted to
		include at least fifty-percent (50%) of the Registrable Securities it has
		requested to be included in such registration,
	 

	 
		 
	 

	 
		 
	 

	 
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		then such registration shall not count as a
		Demand Registration provided for in Section 2.1.1.
	 

	 
		2.1.5. Withdrawal. If a
		majority-in-interest of the Demanding Holders disapprove of the terms of any
		underwriting or are not entitled to include all of their Registrable Securities
		in any offering, such majority-in-interest of the Demanding Holders may elect
		to withdraw from such offering by giving written notice to the Company and the
		Underwriter or Underwriters of their request to withdraw prior to the
		effectiveness of the Registration Statement filed with the Commission with
		respect to such Demand Registration. If the majority-in-interest of the
		Demanding Holders withdraws from a proposed offering relating to a Demand
		Registration, then such registration shall not count as a Demand Registration
		provided for in Section 2.1.1.
	 

	 
		2.2 Piggy-Back Registration.
	 

	 
		2.2.1. Piggy-Back Rights. If at any time on or after the earlier of (x) the
		first anniversary of this Agreement and (y) the Release Date, the Company
		proposes to file a Registration Statement under the Securities Act with respect
		to an offering of equity securities, or securities or other obligations
		exercisable or exchangeable for, or convertible into, equity securities, by the
		Company for its own account or for shareholders of the Company for their
		account (or by the Company and by shareholders of the Company including,
		without limitation, pursuant to Section 2.1), other than a Registration
		Statement (i) filed in connection with any employee stock option or other
		benefit plan, (ii) for an exchange offer or offering of securities solely to
		the Company’s existing shareholders, (iii) for an offering of debt that is
		convertible into equity securities of the Company or (iv) for a dividend
		reinvestment plan, then the Company shall (x) give written notice of such
		proposed filing to the holders of Registrable Securities as soon as practicable
		but in no event less than twenty (20) days before the anticipated filing date,
		which notice shall describe the amount and type of securities to be included in
		such offering, the intended method(s) of distribution, and the name of the
		proposed managing Underwriter or Underwriters, if any, of the offering, and (y)
		offer to the holders of Registrable Securities in such notice the opportunity
		to register the sale of such number of shares of Registrable Securities as such
		holders may request in writing within five (5) days following receipt of such
		notice (a “Piggy-Back
		Registration”). The Company shall
		cause such Registrable Securities to be included in such registration and shall
		use its best efforts to cause the managing Underwriter or Underwriters of a
		proposed underwritten offering to permit the Registrable Securities requested
		to be included in a Piggy-Back Registration to be included on the same terms
		and conditions as any similar securities of the Company and to permit the sale
		or other disposition of such Registrable Securities in accordance with the
		intended method(s) of distribution thereof. All holders of Registrable
		Securities proposing to distribute their securities through a Piggy-Back
		Registration that involves an Underwriter or Underwriters shall enter into an
		underwriting agreement in customary form with the Underwriter or Underwriters
		selected for such Piggy-Back Registration.
	 

	 
		2.2.2. Reduction of Offering. If the managing Underwriter or Underwriters for a
		Piggy-Back Registration that is to be an underwritten offering advises the
		Company and the holders of Registrable Securities in writing that the dollar
		amount or number of shares of Common Stock which the Company desires to sell,
		taken together with shares of 
	 

	 
		 
	 

	 
		 
	 

	 
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		Common Stock, if any, as to which
		registration has been demanded pursuant to written contractual arrangements
		with persons other than the holders of Registrable Securities hereunder, the
		Registrable Securities as to which registration has been requested under this
		Section 2.2, and the shares of Common Stock, if any, as to which registration
		has been requested pursuant to the written contractual piggy-back registration
		rights of other shareholders of the Company, exceeds the Maximum Number of
		Shares, then the Company shall include in any such registration: 
	 

	 
		(i) If the registration is undertaken for
		the Company’s account: (A) first, the shares of Common Stock or other
		securities that the Company desires to sell that can be sold without exceeding
		the Maximum Number of Shares; (B) second, to the extent that the Maximum Number
		of Shares has not been reached under the foregoing clause (A), the shares of
		Common Stock, if any, including the Registrable Securities, as to which
		registration has been requested pursuant to written contractual piggy-back
		registration rights of security holders (pro rata in accordance with the number
		of shares of Common Stock which each such person has actually requested to be
		included in such registration, regardless of the number of shares of Common
		Stock with respect to which such persons have the right to request such
		inclusion) that can be sold without exceeding the Maximum Number of Shares;
		and
	 

	 
		(ii) If 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, (A) first, the shares of Common Stock for the
		account of the demanding persons that can be sold without exceeding the Maximum
		Number of Shares; (B) second, to the extent that the Maximum Number of Shares
		has not been reached under the foregoing clause (A), the shares of Common Stock
		or other securities that the Company desires to sell that can be sold without
		exceeding the Maximum Number of Shares; and (C) third, to the extent that the
		Maximum Number of Shares has not been reached under the foregoing clauses (A)
		and (B), the Registrable Securities as to which registration has been requested
		under this Section 2.2 (pro
		rata in accordance with the number of shares of Registrable
		Securities held by each such holder); and (D) fourth, to the extent that
		the Maximum Number of Shares has not been reached under the foregoing
		clauses (A), (B) and (C), the shares of Common Stock, if any, as to which
		registration has been requested pursuant to written contractual piggy-back
		registration rights which other shareholders desire to sell that can be sold
		without exceeding the Maximum Number of Shares.
	 

	 
		2.2.3. Withdrawal. Any
		holder of Registrable Securities may elect to withdraw such holder’s
		request for inclusion of Registrable Securities in any Piggy-Back Registration
		by giving written notice to the Company of such request to withdraw prior to
		the effectiveness of the Registration Statement. The Company may also elect to
		withdraw a registration statement at any time prior to the effectiveness of the
		Registration Statement. Notwithstanding any such withdrawal, the Company shall
		pay all expenses incurred by the holders of Registrable Securities in
		connection with such Piggy-Back Registration as provided in
		Section 3.3.
	 

	 
		2.3 Registrations on Form S-3. The holders of Registrable Securities may at any time
		and from time to time, request in writing that the Company register the resale
		of any or all of such Registrable Securities on Form S-3 or any similar
		short-form registration which may 
	 

	 
		 
	 

	 
		 
	 

	 
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		be available at such time
		(“Form S-3”); provided,
		however, that the Company shall not be obligated to effect such
		request through an underwritten offering. Upon receipt of such written request,
		the Company will promptly give written notice of the proposed registration to
		all other holders of Registrable Securities, and, as soon as practicable
		thereafter, effect the registration of all or such portion of such
		holder’s or holders’ Registrable Securities as are specified in such
		request, together with all or such portion of the Registrable Securities of any
		other holder or holders joining in such request as are specified in a written
		request given within fifteen (15) days after receipt of such written notice
		from the Company; provided,
		however, that the Company shall not be obligated to effect any
		such registration pursuant to this Section 2.3: (i) if Form S-3 is not
		available for such offering; or (ii) if the holders of the Registrable
		Securities, together with the holders of any other securities of the Company
		entitled to inclusion in such registration, propose to sell Registrable
		Securities and such other securities (if any) at any aggregate price to the
		public of less than $500,000. Registrations effected pursuant to this Section
		2.3 shall not be counted as Demand Registrations effected pursuant to Section
		2.1.
	 

	 
		3. REGISTRATION PROCEDURES.
	 

	 
		3.1 Filings; Information. Whenever the Company is required to effect the
		registration of any Registrable Securities pursuant to Section 2, the
		Company shall use its best efforts to effect the registration and sale of such
		Registrable Securities in accordance with the intended method(s) of
		distribution thereof as expeditiously as practicable, and in connection with
		any such request:
	 

	 
		3.1.1. Filing Registration Statement. The Company shall, as expeditiously as possible and in
		any event within sixty (60) days after receipt of a request for a Demand
		Registration pursuant to Section 2.1, prepare and file with the Commission
		a Registration Statement on any form for which the Company then qualifies or
		which counsel for the Company shall deem appropriate and which form shall be
		available for the sale of all Registrable Securities to be registered
		thereunder in accordance with the intended method(s) of distribution thereof,
		and shall use its best efforts to cause such Registration Statement to become
		and remain effective for the period required by Section 3.1.3; provided,
		however, that the Company shall have the right to defer any
		Demand Registration for up to thirty (30) days, and any Piggy-Back Registration
		for such period as may be applicable to deferral of any demand registration to
		which such Piggy-Back Registration relates, in each case if the Company shall
		furnish to the holders a certificate signed by the Chief Executive Officer of
		the Company stating that, in the good faith judgment of the Board of Directors
		of the Company, it would be materially detrimental to the Company and its
		shareholders for such Registration Statement to be effected at such time;
		provided further,
		however, that the Company shall not have the right to exercise
		the right set forth in the immediately preceding proviso more than once in any
		365-day period in respect of a Demand Registration hereunder.
	 

	 
		3.1.2. Copies. The
		Company shall, prior to filing a Registration Statement or prospectus, or any
		amendment or supplement thereto, furnish without charge to the holders of
		Registrable Securities included in such registration, and such holders’
		legal counsel, copies of such Registration Statement as proposed to be filed,
		each amendment and supplement to such Registration Statement (in each case
		including all exhibits thereto and documents 
	 

	 
		 
	 

	 
		 
	 

	 
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		incorporated by reference therein), the
		prospectus included in such Registration Statement (including each preliminary
		prospectus), and such other documents as the holders of Registrable Securities
		included in such registration or legal counsel for any such holders may request
		in order to facilitate the disposition of the Registrable Securities owned by
		such holders.
	 

	 
		3.1.3. Amendments and Supplements. The Company shall prepare and file with the Commission
		such amendments, including post-effective amendments, and supplements to such
		Registration Statement and the prospectus used in connection therewith as may
		be necessary to keep such Registration Statement effective and in compliance
		with the provisions of the Securities Act until all Registrable Securities and
		other securities covered by such Registration Statement have been disposed of
		in accordance with the intended method(s) of distribution set forth in such
		Registration Statement (which period shall not exceed the sum of one hundred
		eighty (180) days plus any period during which any such disposition is
		interfered with by any stop order or injunction of the Commission or any
		governmental agency or court) or such securities have been withdrawn.
	 

	 
		3.1.4. Notification.
		After the filing of a Registration Statement, the Company shall promptly, and
		in no event more than two (2) business days after such filing, notify the
		holders of Registrable Securities included in such Registration Statement of
		such filing, and shall further notify such holders promptly and confirm such
		advice in writing in all events within two (2) business days of the occurrence
		of any of the following: (i) when such Registration Statement becomes
		effective; (ii) when any post-effective amendment to such Registration
		Statement becomes effective; (iii) the issuance or threatened issuance by
		the Commission of any stop order (and the Company shall take all actions
		required to prevent the entry of such stop order or to remove it if entered);
		and (iv) any request by the Commission for any amendment or supplement to
		such Registration Statement or any prospectus relating thereto or for
		additional information or of the occurrence of an event requiring the
		preparation of a supplement or amendment to such prospectus so that, as
		thereafter delivered to the purchasers of the securities covered by such
		Registration Statement, such prospectus will not contain an untrue statement of
		a material fact or omit to state any material fact required to be stated
		therein or necessary to make the statements therein not misleading, and
		promptly make available to the holders of Registrable Securities included in
		such Registration Statement any such supplement or amendment; except that
		before filing with the Commission a Registration Statement or prospectus or any
		amendment or supplement thereto, including documents incorporated by reference,
		the Company shall furnish to the holders of Registrable Securities included in
		such Registration Statement and to the legal counsel for any such holders,
		copies of all such documents proposed to be filed sufficiently in advance of
		filing to provide such holders and legal counsel with a reasonable opportunity
		to review such documents and comment thereon, and the Company shall not file
		any Registration Statement or prospectus or amendment or supplement thereto,
		including documents incorporated by reference, to which such holders or their
		legal counsel shall object.
	 

	 
		3.1.5. State Securities Laws Compliance. The Company shall use its best efforts to
		(i) register or qualify the Registrable Securities covered by the
		Registration Statement under such securities or “blue sky” laws of
		such jurisdictions in the United States as the holders of Registrable
		Securities included in such Registration Statement (in light of their intended
		plan 
	 

	 
		 
	 

	 
		 
	 

	 
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		of distribution) may request and
		(ii) take such action necessary to cause such Registrable Securities
		covered by the Registration Statement to be registered with or approved by such
		other Governmental Authorities as may be necessary by virtue of the business
		and operations of the Company and do any and all other acts and things that may
		be necessary or advisable to enable the holders of Registrable Securities
		included in such Registration Statement to consummate the disposition of such
		Registrable Securities in such jurisdictions; provided,
		however, that the Company shall not be required to qualify
		generally to do business in any jurisdiction where it would not otherwise be
		required to qualify but for this Section 3.1.5 or subject itself to taxation in
		any such jurisdiction.
	 

	 
		3.1.6. Agreements for Disposition. The Company shall enter into customary agreements
		(including, if applicable, an underwriting agreement in customary form) and
		take such other actions as are reasonably required in order to expedite or
		facilitate the disposition of such Registrable Securities. The representations,
		warranties and covenants of the Company in any underwriting agreement which are
		made to or for the benefit of any Underwriters, to the extent applicable, shall
		also be made to and for the benefit of the holders of Registrable Securities
		included in such registration statement. No holder of Registrable Securities
		included in such registration statement shall be required to make any
		representations or warranties in the underwriting agreement except, if
		applicable, with respect to such holder’s organization, good standing,
		authority, title to Registrable Securities, lack of conflict of such sale with
		such holder’s material agreements and organizational documents, and with
		respect to written information relating to such holder that such holder has
		furnished in writing expressly for inclusion in such Registration
		Statement.
	 

	 
		3.1.7. Cooperation. The
		principal executive officer of the Company, the principal financial officer of
		the Company, the principal accounting officer of the Company and all other
		officers and members of the management of the Company shall cooperate fully in
		any offering of Registrable Securities hereunder, which cooperation shall
		include, without limitation, the preparation of the Registration Statement with
		respect to such offering and all other offering materials and related
		documents, and participation in meetings with Underwriters, attorneys,
		accountants and potential investors.
	 

	 
		3.1.8. Records. The
		Company shall make available for inspection by the holders of Registrable
		Securities included in such Registration Statement, any Underwriter
		participating in any disposition pursuant to such registration statement and
		any attorney, accountant or other professional retained by any holder of
		Registrable Securities included in such Registration Statement or any
		Underwriter, all financial and other records, pertinent corporate documents and
		properties of the Company, as shall be necessary to enable them to exercise
		their due diligence responsibility, and cause the Company’s officers,
		directors and employees to supply all information requested by any of them in
		connection with such Registration Statement.
	 

	 
		3.1.9. Opinions and Comfort Letters. The Company shall furnish to each holder of
		Registrable Securities included in any Registration Statement a signed
		counterpart, addressed to such holder, of (i) any opinion of counsel to
		the Company delivered to any Underwriter and (ii) any comfort letter from
		the Company’s independent public accountants delivered to any Underwriter.
		In the event no legal opinion is delivered to any Underwriter, the 
	 

	 
		 
	 

	 
		 
	 

	 
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		Company shall furnish to each holder of
		Registrable Securities included in such Registration Statement, at any time
		that such holder elects to use a prospectus, an opinion of counsel to the
		Company to the effect that the Registration Statement containing such
		prospectus has been declared effective and that no stop order is in
		effect.
	 

	 
		3.1.10. Earnings Statement. The Company shall comply with all applicable rules and
		regulations of the Commission and the Securities Act, and make available to its
		shareholders, as soon as practicable, an earnings statement covering a period
		of twelve (12) months, beginning within three (3) months after the effective
		date of the registration statement, which earnings statement shall satisfy the
		provisions of Section 11(a) of the Securities Act and Rule 158
		thereunder.
	 

	 
		3.1.11. Listing. The
		Company shall use its best efforts to cause all Registrable Securities included
		in any registration to be listed on such exchanges or otherwise designated for
		trading in the same manner as similar securities issued by the Company are then
		listed or designated or, if no such similar securities are then listed or
		designated, in a manner satisfactory to the holders of a majority of the
		Registrable Securities included in such registration.
	 

	 
		3.2 Obligation
		to Suspend Distribution. Upon receipt
		of any notice from the Company of the happening of any event of the kind
		described in Section 3.1.4(iv), or, in the case of a resale registration
		on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company,
		pursuant to a written insider trading compliance program adopted by the
		Company’s Board of Directors, of the ability of all “insiders”
		covered by such program to transact in the Company’s securities because of
		the existence of material non-public information, each holder of Registrable
		Securities included in any registration shall immediately discontinue
		disposition of such Registrable Securities pursuant to the Registration
		Statement covering such Registrable Securities until such holder receives the
		supplemented or amended prospectus contemplated by Section 3.1.4(iv) or
		the restriction on the ability of “insiders” to transact in the
		Company’s securities is removed, as applicable, and, if so directed by the
		Company, each such holder will deliver to the Company all copies, other than
		permanent file copies then in such holder’s possession, of the most recent
		prospectus covering such Registrable Securities at the time of receipt of such
		notice.
	 

	 
		3.3 Registration Expenses. The Company shall bear all costs and expenses incurred
		in connection with any Demand Registration pursuant to Section 2.1, any
		Piggy-Back Registration pursuant to Section 2.2, and any registration on
		Form S-3 effected pursuant to Section 2.3, and all expenses incurred in
		performing or complying with its other obligations under this Agreement,
		whether or not the Registration Statement becomes effective, including, without
		limitation: (i) all registration and filing fees; (ii) fees and
		expenses of compliance with securities or “blue sky” laws (including
		fees and disbursements of counsel in connection with blue sky qualifications of
		the Registrable Securities); (iii) printing expenses; (iv) the
		Company’s internal expenses (including, without limitation, all salaries
		and expenses of its officers and employees); (v) the fees and expenses
		incurred in connection with the listing of the Registrable Securities as
		required by Section 3.1.11; (vi) National Association of Securities
		Dealers, Inc. fees; (vii) fees and disbursements of counsel for the
		Company and fees and expenses for 
	 

	 
		 
	 

	 
		 
	 

	 
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		independent certified public accountants
		retained by the Company (including the expenses or costs associated with the
		delivery of any opinions or comfort letters requested pursuant to
		Section 3.1.9); (viii) the fees and expenses of any special experts
		retained by the Company in connection with such registration and
		(ix)  the fees and expenses of one legal counsel selected by the
		holders of a majority-in-interest of the Registrable Securities included in
		such registration. The Company shall have no obligation to pay any underwriting
		discounts or selling commissions attributable to the Registrable Securities
		being sold by the holders thereof, which underwriting discounts or selling
		commissions shall be borne by such holders. Additionally, in an underwritten
		offering, all selling shareholders and the Company shall bear the expenses of
		the underwriter pro rata in proportion to the respective amount of shares each
		is selling in such offering.
	 

	 
		3.4 Information. The
		holders of Registrable Securities shall provide such information as may
		reasonably be requested by the Company, or the managing Underwriter, if any, in
		connection with the preparation of any Registration Statement, including
		amendments and supplements thereto, in order to effect the registration of any
		Registrable Securities under the Securities Act pursuant to Section 2 and
		in connection with the Company’s obligation to comply with federal and
		applicable state securities laws.
	 

	 
		4. INDEMNIFICATION AND CONTRIBUTION.
	 

	 
		4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each
		Investor and each other holder of Registrable Securities, and each of their
		respective officers, employees, affiliates, directors, partners, members,
		attorneys and agents, and each person, if any, who controls an Investor and
		each other holder of Registrable Securities (within the meaning of
		Section 15 of the Securities Act or Section 20 of the Exchange Act)
		(each, an “Investor Indemnified
		Party”), from and against any
		expenses, losses, judgments, claims, damages or liabilities, whether joint or
		several, arising out of or based upon any untrue statement (or allegedly untrue
		statement) of a material fact contained in any Registration Statement under
		which the sale of such Registrable Securities was registered under the
		Securities Act, any preliminary prospectus, final prospectus or summary
		prospectus contained in the Registration Statement, or any amendment or
		supplement to such Registration Statement, or arising out of or based upon any
		omission (or alleged omission) to state a material fact required to be stated
		therein or necessary to make the statements therein not misleading, or any
		violation by the Company of the Securities Act or any rule or regulation
		promulgated thereunder applicable to the Company and relating to action or
		inaction required of the Company in connection with any such registration; and
		the Company shall promptly reimburse the Investor Indemnified Party for any
		legal and any other expenses reasonably incurred by such Investor Indemnified
		Party in connection with investigating and defending any such expense, loss,
		judgment, claim, damage, liability or action; provided,
		however, that the Company will not be liable in any such case
		to the extent that any such expense, loss, claim, damage or liability arises
		out of or is based upon any untrue statement or allegedly untrue statement or
		omission or alleged omission made in such Registration Statement, preliminary
		prospectus, final prospectus, or summary prospectus, or any such amendment or
		supplement, in reliance upon and in conformity with information furnished to
		the Company, in writing, by such selling holder expressly for use therein. The
		Company also shall indemnify any Underwriter of the Registrable Securities,
		their 
	 

	 
		 
	 

	 
		 
	 

	 
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		officers, affiliates, directors, partners,
		members and agents and each person who controls such Underwriter on
		substantially the same basis as that of the indemnification provided above in
		this Section 4.1.
	 

	 
		4.2 Indemnification by Holders of Registrable
		Securities. Each selling holder of
		Registrable Securities will, in the event that any registration is being
		effected under the Securities Act pursuant to this Agreement of any Registrable
		Securities held by such selling holder, indemnify and hold harmless the
		Company, each of its directors and officers and each underwriter (if any), and
		each other person, if any, who controls such selling holder or such underwriter
		within the meaning of the Securities Act, against any losses, claims,
		judgments, damages or liabilities, whether joint or several, insofar as such
		losses, claims, judgments, damages or liabilities (or actions in respect
		thereof) arise out of or are based upon any untrue statement or allegedly
		untrue statement of a material fact contained in any Registration Statement
		under which the sale of such Registrable Securities was registered under the
		Securities Act, any preliminary prospectus, final prospectus or summary
		prospectus contained in the Registration Statement, or any amendment or
		supplement to the Registration Statement, or arise out of or are based upon any
		omission or the alleged omission to state a material fact required to be stated
		therein or necessary to make the statement therein not misleading, if the
		statement or omission was made in reliance upon and in conformity with
		information furnished in writing to the Company by such selling holder
		expressly for use therein, and shall reimburse the Company, its directors and
		officers, and each such controlling person for any legal or other expenses
		reasonably incurred by any of them in connection with investigation or
		defending any such loss, claim, damage, liability or action. Each selling
		holder’s indemnification obligations hereunder shall be several and not
		joint and shall be limited to the amount of any net proceeds actually received
		by such selling holder.
	 

	 
		4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of
		any loss, claim, damage or liability or any action in respect of which
		indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the
		“Indemnified Party”) shall, if a claim in respect thereof is to be
		made against any other person for indemnification hereunder, notify such other
		person (the “Indemnifying
		Party”) in writing of the loss,
		claim, judgment, damage, liability or action; provided,
		however, that the failure by the Indemnified Party to notify
		the Indemnifying Party shall not relieve the Indemnifying Party from any
		liability which the Indemnifying Party may have to such Indemnified Party
		hereunder, except and solely to the extent the Indemnifying Party is actually
		prejudiced by such failure. If the Indemnified Party is seeking indemnification
		with respect to any claim or action brought against the Indemnified Party, then
		the Indemnifying Party shall be entitled to participate in such claim or
		action, and, to the extent that it wishes, jointly with all other Indemnifying
		Parties, to assume control of the defense thereof with counsel satisfactory to
		the Indemnified Party. After notice from the Indemnifying Party to the
		Indemnified Party of its election to assume control of the defense of such
		claim or action, the Indemnifying Party shall not be liable to the Indemnified
		Party for any legal or other expenses subsequently incurred by the Indemnified
		Party in connection with the defense thereof other than reasonable costs of
		investigation; provided, however, that in
		any action in which both the Indemnified Party and the Indemnifying Party are
		named as defendants, the Indemnified Party shall have the right to employ
		separate counsel (but 
	 

	 
		 
	 

	 
		 
	 

	 
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		no more than one such separate counsel) to
		represent the Indemnified Party and its controlling persons who may be subject
		to liability arising out of any claim in respect of which indemnity may be
		sought by the Indemnified Party against the Indemnifying Party, with the fees
		and expenses of such counsel to be paid by such Indemnifying Party if, based
		upon the written opinion of counsel of such Indemnified Party, representation
		of both parties by the same counsel would be inappropriate due to actual or
		potential differing interests between them. No Indemnifying Party shall,
		without the prior written consent of the Indemnified Party, consent to entry of
		judgment or effect any settlement of any claim or pending or threatened
		proceeding in respect of which the Indemnified Party is or could have been a
		party and indemnity could have been sought hereunder by such Indemnified Party,
		unless such judgment or settlement includes an unconditional release of such
		Indemnified Party from all liability arising out of such claim or
		proceeding.
	 

	 
		4.4 Contribution.
		
	 

	 
		4.4.1. If the indemnification provided for
		in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any
		Indemnified Party in respect of any loss, claim, damage, liability or action
		referred to herein, then each such Indemnifying Party, in lieu of indemnifying
		such Indemnified Party, shall contribute to the amount paid or payable by such
		Indemnified Party as a result of such loss, claim, damage, liability or action
		in such proportion as is appropriate to reflect the relative fault of the
		Indemnified Parties and the Indemnifying Parties in connection with the actions
		or omissions which resulted in such loss, claim, damage, liability or action,
		as well as any other relevant equitable considerations. The relative fault of
		any Indemnified Party and any Indemnifying Party shall be determined by
		reference to, among other things, whether the untrue or alleged untrue
		statement of a material fact or the omission or alleged omission to state a
		material fact relates to information supplied by such Indemnified Party or such
		Indemnifying Party and the parties’ relative intent, knowledge, access to
		information and opportunity to correct or prevent such statement or
		omission.
	 

	 
		4.4.2. The parties hereto agree that it
		would not be just and equitable if contribution pursuant to this
		Section 4.4 were determined by pro
		rata allocation or by any other method of allocation which
		does not take account of the equitable considerations referred to in the
		immediately preceding Section 4.4.1. The amount paid or payable by an
		Indemnified Party as a result of any loss, claim, damage, liability or action
		referred to in the immediately preceding paragraph shall be deemed to include,
		subject to the limitations set forth above, any legal or other expenses
		incurred by such Indemnified Party in connection with investigating or
		defending any such action or claim. Notwithstanding the provisions of this
		Section 4.4, no holder of Registrable Securities shall be required to
		contribute any amount in excess of the dollar amount of the net proceeds (after
		payment of any underwriting fees, discounts, commissions or taxes) actually
		received by such holder from the sale of Registrable Securities which gave rise
		to such contribution obligation. No person guilty of fraudulent
		misrepresentation (within the meaning of Section 11(f) of the
		Securities Act) shall be entitled to contribution from any person who was not
		guilty of such fraudulent misrepresentation.
	 

	 
		5. UNDERWRITING AND DISTRIBUTION.
	 

	 
		 
	 

	 
		 
	 

	 
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		5.1 Rule 144.
		The Company covenants that it shall file any reports required to be filed by it
		under the Securities Act and the Exchange Act and shall take such further
		action as the holders of Registrable Securities may reasonably request, all to
		the extent required from time to time to enable such holders to sell
		Registrable Securities without registration under the Securities Act within the
		limitation of the exemptions provided by Rule 144 under the Securities
		Act, as such Rules may be amended from time to time, or any similar
		Rule or regulation hereafter adopted by the Commission. 
	 

	 
		6. MISCELLANEOUS.
	 

	 
		6.1 Other Registration Rights; No Inconsistent
		Rights. 
	 

	 
		6.1.1. Except for the registration rights
		granted to EarlyBirdCapital, Inc. pursuant to that certain unit purchase
		option, dated June 30, 2005, and amended on October 25, 2006 and July 2, 2007,
		issued by the Company, the Company represents and warrants that no person,
		other than a holder of the Registrable Securities, has any right to require the
		Company to register any shares of the Company’s capital stock for sale or
		to include shares of the Company’s capital stock in any registration filed
		by the Company for the sale of shares of capital stock for its own account or
		for the account of any other person. The Company shall not amend any
		registration rights agreement with any other Person nor shall the Company waive
		any provision under any registration rights agreement that it would be entitled
		to waive thereunder if such waiver would reasonably be likely to adversely
		affect any Investor’s rights under this Agreement.
	 

	 
		6.1.2. Contemporaneous with the execution of
		this Agreement, the Company shall cause the Existing Registration Rights
		Agreement to be amended as follows:
	 

	 
		(i) The following definition shall be added
		to Section 1 of the Existing Registration Rights Agreement:
	 

	 
		“New Registration Rights Agreement” means that certain Registration Rights Agreement, dated
		July 2, 2007, by and among the Company and the investors identified
		therein.
	 

	 
		(ii) The first sentence of the definition of
		“Registrable Securities” contained in Section 1 of the Existing
		Registration Rights Agreement shall be amended and replaced with the
		following:
	 

	 
		“Registrable Securities” mean all of the shares of Common Stock owned or
		held by Investors under this Agreement and investors under the New Registration
		Rights Agreement.”
	 

	 
		(iii) The third sentence of Section 2.1 of
		the Existing Registration Rights Agreement shall be amended and replaced with
		the following: 
	 

	 
		 
	 

	 
		 
	 

	 
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		“The Company will notify all holders of
		Registrable Securities of the demand (together with all holders of Registrable
		Securities under the New Registration Rights Agreement), and each holder of
		Registrable Securities who wishes to include all or a portion of such
		holder’s Registrable Securities in the Demand Registration (each such
		holder including shares of Registrable Securities in such registration, a
		“Demanding Holder”) shall so notify the Company within fifteen (15)
		days after the receipt by the holder of the notice from the
		Company.”
	 

	 
		6.2 Lock-up.
		Notwithstanding the registration rights granted pursuant to this Agreement, no
		Investor holding Registrable Securities shall, prior to the earlier of (x) the
		first anniversary of this Agreement and (ii) the Release Date,:
	 

	 
		(i) sell or offer or contract to sell or
		offer, grant any option or warrant for the sale of, assign, transfer, pledge,
		hypothecate, or otherwise encumber or dispose of (all being referred to as a
		“Transfer”) any legal or beneficial interest in any of the
		Registrable Securities, or
	 

	 
		(ii) enter into any swap or any other
		agreement or any transaction that transfers, in whole or in part, directly or
		indirectly, the economic consequence of ownership of any of the Registrable
		Securities, whether such swap transaction is to be settled by delivery of any
		Registrable Securities or other securities of any person, in cash or
		otherwise.
	 

	 
		Notwithstanding the foregoing limitations,
		the foregoing provisions of this Section 6.2 (“Lock-Up Provisions”) will not prevent any Transfer of any or all of
		the Registrable Securities, either during such holder’s lifetime or on
		such holder’s death, by gift, will or intestate succession, or by judicial
		decree, to such holder’s “family members” (as defined below) or
		to trusts, family limited partnerships and similar entities primarily for the
		benefit of such holder or such holder’s “family members”;
		provided, however, that in
		each and any such event it shall be a condition to the Transfer that the
		transferee execute an agreement stating that the transferee is receiving and
		holding the Restricted Securities subject to the Lock-Up Provisions, and other
		than to return the Registrable Securities to the former ownership, there shall
		be no further Transfer of the Registrable Securities except in accordance with
		the Lock-Up Provisions. For purposes of this sub-paragraph, “family
		member” shall mean spouse, lineal descendants, stepchildren, father,
		mother, brother or sister of the transferor or of the transferor’s spouse.
		Also notwithstanding the foregoing limitations, in the event such holder is an
		entity rather than an individual, the Lock-Up Provisions will not prevent any
		Transfer of any or all of the Registrable Securities to the shareholders of
		such entity, if it is a corporation, to the members of such entity, if it is a
		limited liability company, or to the partners in such entity, if it is a
		partnership; provided, however, that in
		each and any such event it shall be a condition to the Transfer that the
		transferee execute an agreement stating that the transferee is receiving and
		holding the Registrable Securities subject to the Lock-Up Provisions, and other
		than to return the Registrable Securities to the former ownership, there shall
		be no further Transfer of the Restricted Securities. Nothing in this Section
		6.2 shall prohibit a Transfer of Registrable Securities to ACN Holding LLC or
		to, between and among its members and the holders of the equity interests of
		such members, all subject to the 
	 

	 
		 
	 

	 
		 
	 

	 
		15
	 

	 
		 
	 



	 
	 

	 

	 
		Lock-Up Provisions. The certificates
		representing the Registrable Securities held by the Investors shall contain a
		legend reflecting the provisions of this Section 6.2.
	 

	 
		6.3 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations
		of the Company hereunder may not be assigned or delegated by the Company in
		whole or in part. This Agreement and the rights, duties and obligations of the
		holders of Registrable Securities hereunder may be freely assigned or delegated
		by such holder of Registrable Securities in conjunction with and to the extent
		of any transfer of Registrable Securities by any such holder. This Agreement
		and the provisions hereof shall be binding upon and shall inure to the benefit
		of each of the parties and their respective successors and the permitted
		assigns of the Investor or holder of Registrable Securities or of any assignee
		of the Investor or holder of Registrable Securities. This Agreement is not
		intended to confer any rights or benefits on any persons that are not party
		hereto other than as expressly set forth in Article 4 and this Section
		6.2.
	 

	 
		6.4 Notices. All
		notices, demands, requests, consents, approvals or other communications
		(collectively, “Notices”)
		required or permitted to be given hereunder or which are given with respect to
		this Agreement shall be in writing and shall be personally served, delivered by
		reputable air courier service with charges prepaid, or transmitted by hand
		delivery, telegram, telex or facsimile, addressed as set forth below, or to
		such other address as such party shall have specified most recently by written
		notice. Notice shall be deemed given on the date of service or transmission if
		personally served or transmitted by telegram, telex or facsimile;
		provided, that if such service or transmission is not on a
		business day or is after normal business hours, then such notice shall be
		deemed given on the next business day. Notice otherwise sent as provided herein
		shall be deemed given on the next business day following timely delivery of
		such notice to a reputable air courier service with an order for next-day
		delivery.
	 

	 
		If to the Company, to:
	 

	 
		Courtside Acquisition Corp.
	 

	 
		1700 Broadway, 17th Floor,
	 

	 
		New York, New York 10019
	 

	 
		Attention: Chairman
	 

	 
		with a copy to:
	 

	 
		Graubard Miller
	 

	 
		The Chrysler Building
	 

	 
		405 Lexington Avenue
	 

	 
		New York, NY 10174
	 

	 
		Attention: David Alan Miller, Esq.
	 

	 
		If to the Spire Investors,
		to:
	 

	 
		 
	 

	 
		 
	 

	 
		16
	 

	 
		 
	 



	 
	 

	 

	 
		Spire Capital Partners, L.P.
	 

	 
		30 Rockefeller Center
	 

	 
		New York, NY 10112
	 

	 
		Attention: Bruce Hernandez
	 

	 
		with a copy to:
	 

	 
		Sonnenschein Nath & Rosenthal LLP
	 

	 
		1221 Avenue of the Americas
	 

	 
		New York, NY 10020
	 

	 
		Attention: Paul Gajer, Esq.
	 

	 
		If to the Wachovia Investor,
		to:
	 

	 
		Wachovia Capital Partners 2004 LLC
	 

	 
		301 S. College Street, 12th Floor
	 

	 
		Charlotte, NC 28288-0732
	 

	 
		Attention: Walker C. Simmons
	 

	 
		with a copy to:
	 

	 
		______________________
	 

	 
		______________________
	 

	 
		______________________
	 

	 
		Attention: ______________
	 

	 
		If to other Investors, to:
	 

	 
		Eugene Carr
	 

	 
		14875 Landmark Boulevard
	 

	 
		Suite 110
	 

	 
		Addison, TX 75254
	 

	 
		Daniel Wilson
	 

	 
		14875 Landmark Boulevard
	 

	 
		Suite 110
	 

	 
		Addison, TX 75254
	 

	 
		Jeffrey Coolman
	 

	 
		10917 Valley View Road
	 

	 
		Eden Praisie, MN 55344
	 

	 
		
	 

	 
		 
	 

	 
		 
	 

	 
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		6.5 Severability.
		This Agreement shall be deemed severable, and the invalidity or
		unenforceability of any term or provision hereof shall not affect the validity
		or enforceability of this Agreement or of any other term or provision hereof.
		Furthermore, in lieu of any such invalid or unenforceable term or provision,
		the parties hereto intend that there shall be added as a part of this Agreement
		a provision as similar in terms to such invalid or unenforceable provision as
		may be possible and be valid and enforceable.
	 

	 
		6.6 Counterparts.
		This Agreement may be executed in multiple counterparts, each of which shall be
		deemed an original, and all of which taken together shall constitute one and
		the same instrument.
	 

	 
		6.7 Entire Agreement. This Agreement (including all agreements entered into
		pursuant hereto and all certificates and instruments delivered pursuant hereto
		and thereto) constitute the entire agreement of the parties with respect to the
		subject matter hereof and supersede all prior and contemporaneous agreements,
		representations, understandings, negotiations and discussions between the
		parties, whether oral or written.
	 

	 
		6.8 Modifications and Amendments. No amendment, modification or termination of this
		Agreement shall be binding upon any party unless executed in writing by such
		party.
	 

	 
		6.9 Titles and Headings. Titles and headings of sections of this Agreement are
		for convenience only and shall not affect the construction of any provision of
		this Agreement.
	 

	 
		6.10 Waivers and Extensions. Any party to this Agreement may waive any right,
		breach or default which such party has the right to waive, provided that
		such waiver will not be effective against the waiving party unless it is in
		writing, is signed by such party, and specifically refers to this Agreement.
		Waivers may be made in advance or after the right waived has arisen or the
		breach or default waived has occurred. Any waiver may be conditional. No waiver
		of any breach of any agreement or provision herein contained shall be deemed a
		waiver of any preceding or succeeding breach thereof nor of any other agreement
		or provision herein contained. No waiver or extension of time for performance
		of any obligations or acts shall be deemed a waiver or extension of the time
		for performance of any other obligations or acts.
	 

	 
		6.11 Remedies Cumulative. In the event that the Company fails to observe or
		perform any covenant or agreement to be observed or performed under this
		Agreement, the Investor or any other holder of Registrable Securities may
		proceed to protect and enforce its rights by suit in equity or action at law,
		whether for specific performance of any term contained in this Agreement or for
		an injunction against the breach of any such term or in aid of the exercise of
		any power granted in this Agreement or to enforce any other legal or equitable
		right, or to take any one or more of such actions, without being required to
		post a bond. None of the rights, powers or remedies conferred under this
		Agreement shall be mutually exclusive, and each such right, power or remedy
		shall be cumulative and in addition to any other right, power or remedy,
		whether conferred by this Agreement or now or hereafter available at law, in
		equity, by statute or otherwise.
	 

	 
		 
	 

	 
		 
	 

	 
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		6.12 Governing Law.
		This Agreement shall be governed by, interpreted under, and construed in
		accordance with the internal laws of the State of New York applicable to
		agreements made and to be performed within the State of New York, without
		giving effect to any choice-of-law provisions thereof that would compel the
		application of the substantive laws of any other jurisdiction. 
	 

	 
		6.13 Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally
		waives the right to a trial by jury in any action, suit, counterclaim or other
		proceeding (whether based on contract, tort or otherwise) arising out of,
		connected with or relating to this Agreement, the transactions contemplated
		hereby, or the actions of the Investor in the negotiation, administration,
		performance or enforcement hereof.
	 

	 
		6.14 Succession. If
		the Registrable Securities are to be converted or exchanged into (or become the
		right to receive) securities of any issuer other than the Company hereunder in
		connection with any transaction to which the Company is a party, the Company
		shall cause the issuer of such securities to agree in writing, effective as of
		the effective time of such conversion or exchange, that all rights, obligations
		and restrictions of the Company set forth in this Agreement shall continue to
		apply to such securities. Prior to effecting such conversion or exchange, the
		Company shall deliver a copy of such written agreement to the Investors. As of
		the effective time of such conversion or exchange, such issuer shall be bound
		by this Agreement and shall succeed to all rights, restrictions and obligations
		of the Company set forth in this Agreement and all references to the Company
		herein shall thereafter be deemed to be references to such issuer.
	 

	 
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		IN WITNESS WHEREOF, the parties have caused
		this Registration Rights Agreement to be executed and delivered by their duly
		authorized representatives as of the date first written above.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  COMPANY:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 COURTSIDE ACQUISITION
				  CORP.,
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  a Delaware corporation
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Richard D. Goldstein
				  
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Richard D. Goldstein,
				  Chairman
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  INVESTORS:
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 SPIRE ACN CORPORATION
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Bruce Hernandez 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Bruce Hernandez
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Chairman of the Board
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SPIRE CAPITAL PARTNERS, L.P.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 By:
				

			 	
				
				  Spire Capital Partners LLC, its
				  general partner
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Bruce Hernandez 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Bruce Hernandez
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Chairman of the Board
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SPIRE CAPITAL PARTNERS PARALLEL
				  FUND, L.P.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 By:
				

			 	
				
				  
  Spire Capital Partners LLC,
				  its general partner
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Bruce Hernandez
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Bruce Hernandez
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Chairman of the Board
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  SPIRE INVESTMENTS LLC
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Bruce Hernandez 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Bruce Hernandez
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Chairman of the Board
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		20
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  WACHOVIA CAPITAL PARTNERS 2004,
				  LLC
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  By: 
				

			 	
				
				  
 /s/ Walker
				  Simmons 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: Walker Simmons
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: Partner
				

			 

 

	 
		 
	 

	 
			
				
				

			 	
				
				   
				

			 	 	
				
				  
 /s/ Eugene Carr 
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Eugene Carr
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	 	
				
				  
 /s/ Jeffrey Coolman
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Jeffrey Coolman
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	 	
				
				  
 /s/ Daniel J. Wilson
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Daniel Wilson
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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