August
      17, 2009

              	 
      


      

    

    


    Continental
Stock Transfer & Trust Company

    17
Battery Place

    New York,
NY  10004

    Attn:
Steven Nelson

    


    
      	
               
      

            	
              Re:  Proposed
      Transfer of Certain Shares of Common Stock of North Shore Acquisition
      Corp.

            


    

    


    Dear Mr.
Nelson:

    


    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”), Barry J.
Gordon, Marc H. Klee, Robert Sroka, Arthur H. Goldberg, Harvey Granat and Alan
J. Lowenstein (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-Chul Kim (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

    


    
      
        
          
            	 
      	
                    Very
      truly yours,

                  
	 
      	 
      
	 
      	
                    INITIAL
      STOCKHOLDERS:

                  
	 
      	 
      
	 
      	
                    /s/ Barry J. Gordon

                  	 
      
	 
      	
                    Barry
      J. Gordon

                  
	 
      	 
      
	 
      	
                    /s/ Marc H. Klee

                  	 
      
	 
      	
                    Marc
      H. Klee

                  
	 
      	 
      
	 
      	
                    /s/ Robert Sroka

                  	 
      
	 
      	
                    Robert
      Sroka

                  
	 
      	 
      
	 
      	
                    /s/ Arthur H. Goldberg

                  	 
      
	 
      	
                    Arthur
      H. Goldberg

                  
	 
      	 
      
	 
      	
                    /s/ Harvey Granat

                  	 
      
	 
      	
                    Harvey
      Granat

                  
	 
      	 
      
	 
      	
                    /s/ Alan J. Loewenstein

                  	 
      
	 
      	
                    Alan
      J. Loewenstein

                  


          

        

      

    

    


    The
undersigned acknowledge and consent to the foregoing terms.

    


    THE
COMPANY:

    


    NORTH
SHORE ACQUISITION CORP.

    


    
      
        	
                By:

              	
                /s/ Marc H. Klee

              	 
      
	 
      	
                Name:
      Marc H. Klee

              
	 
      	
                Title:
      President

              


      

    

    


    [Signature
Page - Transfer Shares Release Letter]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ESCROW
AGENT:

    


    CONTINENTAL
STOCK TRANSFER & TRUST COMPANY

    
      


      
        
          	
                  By:

                	
                  /s/ Steven Nelson

                	 
      
	 
      	
                  Name:
      Steven Nelson

                
	 
      	
                  Title:
      Chairman

                


        

      

       

    

    [Signature
Page - Transfer Shares Release Letter]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
A

    


    
      
        
          
            
              	
                      Name of Stockholder

                    	 
      	
                      Escrow Shares

                    	 
      	
                      Transfer Shares

                    	 
	 
      	 
      	 
      	 
      	 
      	 
	
                      Barry
      J. Gordon

                    	 
      	
                      468,851

                    	 
      	
                      439,331

                    	 
	 
      	 
      	 
      	 
      	 
      	 
	
                      Marc
      H. Klee

                    	 
      	
                      364,663

                    	 
      	
                      341,702

                    	 
	 
      	 
      	 
      	 
      	 
      	 
	
                      Robert
      Sroka

                    	 
      	
                      206,472

                    	 
      	
                      193,472

                    	 
	 
      	 
      	 
      	 
      	 
      	 
	
                      Arthur
      H.Goldberg

                    	 
      	
                      206,472

                    	 
      	
                      193,472

                    	 
	 
      	 
      	 
      	 
      	 
      	 
	
                      Harvey
      Granat

                    	 
      	
                      206,472

                    	 
      	
                      193,473

                    	 
	 
      	 
      	 
      	 
      	 
      	 
	
                      Alan
      J. Loewenstein

                    	
                        

                    	
                      135,320

                    	
                        

                    	
                      126,800