August
17, 2009

    


    North
Shore Acquisition Corp.

    175 Great
Neck Road, Suite 204

    Great
Neck, New York 11021

    Attention:
Barry J. Gordon

    


    Sang-Chul
Kim

    (135-270)
7th Floor, SoftForum B/D

    545-7
Dogok-Dong

    Gangnam-Gu,
Seoul 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-Chul Kim (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/ Barry J. Gordon

                              	 
	
                                Barry
      J. Gordon

                              	 
	 
      	 
	
                                /s/ Marc H. Klee

                              	 
	
                                Marc
      H. Klee

                              	 
	 
      	 
	
                                /s/ Arthur H. Goldberg

                              	 
	
                                Arthur
      H. Goldberg

                              	 
	 
      	 
	
                                /s/ Harvey Granat

                              	 
	
                                Harvey
      Granat

                              	 
	 
      	 
	
                                /s/ Alan J. Loewenstein

                              	 
	
                                Alan
      J. Loewenstein

                              	 
	 
      	 
	
                                /s/ Robert Sroka

                              	 
	
                                Robert
      Sroka

                              	 


                      

                    

                  

                

              

            

          

        

      

    

    


    The
undersigned acknowledges and consents to the foregoing terms.

    


    COMPANY:

    


    NORTH
SHORE ACQUISITION CORP.

    


    
      
        
          	
                  By:

                	
                  /s/ Marc H. Klee

                
	 
      	
                  Name:
      Marc H. Klee

                
	 
      	
                  Title:
      President

                


        

      

    

     

    
      [Signature
Page - Registration Rights Assignment Letter]

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
A

    


    
      
        
          	
                  Stockholder

                	 	
                  Insider Shares

                	 	 	
                  Transfer Shares

                	 	 	
                  Warrants

                	 
	
                  Barry
      J. Gordon

                	 	 	468,851	 	 	 	439,331	 	 	 	472,320	 
	
                  Marc
      H. Klee

                	 	 	364,663	 	 	 	341,702	 	 	 	367,360	 
	
                  Alan
      J. Loewenstein

                	 	 	135,320	 	 	 	126,800	 	 	 	136,320	 
	
                  Arthur
      H. Goldberg

                	 	 	206,472	 	 	 	193,472	 	 	 	208,000	 
	
                  Robert
      Sroka

                	 	 	206,472	 	 	 	193,472	 	 	 	208,000	 
	
                  Harvey
      Granat

                	 	 	206,472	 	 	 	193,473	 	 	 	208,000