SECURITIES PURCHASE AND EXCHANGE AGREEMENT

THIS SECURITIES PURCHASE AND EXCHANGE AGREEMENT is made and entered into as of September 8, 2009, by and among North Shore Acquisition Corp., a Delaware corporation (“ NSAQ ”), Sungdong Industries Co. Ltd., a Korean company (“ SDI ”), Hwi Young Jung (“ Stockholder ”) and Hong Jun Jung (“ Pledgor ”). (Each of the above parties, a “Party,” and collectively, the “Parties,” unless the context requires otherwise).

A.          Stockholder is the direct and beneficial owner of 11,000 of the 20,000 shares of issued and outstanding common stock of SDI (“ SDI Common Stock ”).

B.           Subject to the terms and conditions of this Agreement (defined below), NSAQ at the Closing (as defined below), shall acquire, (i)  shares of newly issued convertible voting preferred stock of SDI (“ SDI Preferred Stock ”), representing up to 22.77%, but not less than 20.68%, of the voting power of SDI, in exchange for the payment of the amount of cash remaining in NSAQ’s Trust Fund (as defined in Section 3.15) at Closing after deduction of amounts for (i) payment of NSAQ’s expenses in connection with the transactions contemplated by this Agreement and (ii) payments to NSAQ stockholders that exercise their conversion rights at the Special Meeting (as defined in Section 5.1(a)) (the “ SDI Preferred Stock Purchase ”), and (ii) 7,722 shares of currently issued and outstanding SDI Common Stock from Stockholder, representing at least 29.82% of the voting power of SDI, in exchange for an aggregate of 7,341,102 newly issued shares of common stock of NSAQ (the “ Share Exchange ”).

C.           Following the Closing, (i) NSAQ shall own up to 52.59%, but not less than a majority, of the voting power of SDI and (ii) Stockholder shall initially own 48.04% of the issued and outstanding shares of NSAQ’s common stock, par value $0.0001 per share (“ NSAQ Common Stock ”), assuming that no NSAQ stockholders exercise their conversion rights.  The term “ Agreement ” as used herein refers to this Securities Purchase and Exchange Agreement, as the same may be amended from time to time, and all schedules hereto (including the SDI Schedules and the NSAQ Schedules, as defined in the preambles to Articles II and III hereof, respectively).

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

1.1           SDI Preferred Stock Purchase .

(a)            Purchase and Sale .  Upon the terms and subject to the conditions hereof, at the Closing, SDI shall issue, sell, transfer, assign and convey to NSAQ, and NSAQ shall purchase from SDI,  the number of shares of SDI Preferred Stock equal to the quotient obtained by dividing (x) the amount of total cash remaining in NSAQ’s Trust Fund at Closing after deduction of amounts for (i) payment of NSAQ’s expenses in connection with the transactions contemplated by this Agreement and (ii) payments to NSAQ stockholders that exercise their conversion rights at the Special Meeting, by (y) $7,292 (the “ SDI Preferred Shares ”), representing up to 22.77%, but not less than 20.68%, of the total voting power of SDI, which shall have the voting rights, dividends, rights and preferences as set forth in SDI’s Korean Registration Certificate attached as Exhibit A hereto.

(b)            Purchase Price .  The aggregate purchase price  to be paid by NSAQ to SDI for the SDI Preferred Shares shall be the amount of total cash remaining in NSAQ’s Trust Fund at Closing after deduction of amounts for (i) payment of NSAQ’s expenses in connection with the transactions contemplated by this Agreement and (ii) payments to NSAQ stockholders that exercise their conversion rights at the Special Meeting. The cash issued under this Section 1.1(b) is sometimes referred to herein as the “ Cash Consideration .”

1.2           Share Exchange .

(a)           Upon the terms and subject to the conditions hereof, at the Closing, Stockholder shall sell, transfer, assign and convey to NSAQ, and NSAQ shall purchase from Stockholder, all of the right, title and interest of Stockholder in and to 7,722 shares of SDI Common Stock (the “ SDI Common Shares ”), representing at least 29.82% of the total voting power of SDI.

(b)            Purchase Price .  In exchange for the SDI Common Shares, NSAQ shall issue and deliver to Stockholder 7,341,102 shares of NSAQ Common Stock, representing 48.04% of the total voting power of NSAQ, assuming that no NSAQ stockholders exercise their conversion rights.  The shares of NSAQ Common Stock issued under this Section 1.2(b) are sometimes referred to herein as the “ NSAQ Shares .”

(c)           Following Closing of the SDI Preferred Stock Purchase referenced in Section 1.1 and the Share Exchange referenced in Section 1.2, NSAQ shall own up to 52.59%, but not less than a majority, of the total voting power of SDI.

(d)          Following Closing of the SDI Preferred Stock Purchase referenced in Section 1.1 and the Share Exchange referenced in Section 1.2, Stockholder shall initially own 48.04% of the total voting power of NSAQ, assuming that no stockholders exercise their conversion rights.

(e)           As the sole remedy for the indemnification obligations set forth in Article VII of this Agreement, 20% of the NSAQ Shares issued to Stockholder (the “ Escrow Shares ”) shall be deposited in escrow (the “ Escrow Account ”), all in accordance with the terms and conditions of the escrow agreement to be entered into at the Closing between NSAQ, Stockholder and Continental Stock Transfer & Trust Company (“ Continental ”) (or such other Person as may be agreed by NSAQ and Stockholder), as escrow agent (“ Escrow Agent ”), substantially in the form of Exhibit B hereto (the “ Escrow Agreement ”).  The Escrow Agreement shall provide that on the one year anniversary after the Closing (the “ Escrow Release Date ”), the Escrow Agent shall release the Escrow Shares, less that portion thereof applied in satisfaction of or reserved with respect to indemnification claims in connection with claims made pursuant to Section 7.1(a) of this Agreement (“ Escrow Claims ”).  Any Escrow Shares due to be released on the Escrow Release Date that continue to be held with respect to any unresolved Escrow Claim shall be delivered to Stockholder, promptly upon such resolution, subject to reduction, if any, for the indemnification obligation associated with such resolved Escrow Claim.

1.3            NSAQ Committee for Purposes of Escrow Agreement .  Prior to the Closing, the board of directors of NSAQ shall appoint a committee consisting of one or more of its then-members to act on behalf of NSAQ to take all necessary actions and make all decisions pursuant to the Escrow Agreement.  In the event of a vacancy in such committee, the board of directors of NSAQ shall appoint as a successor a Person (as defined below in Section 9.2(c)) who was a director of NSAQ prior to the Closing Date (as defined below) or, in the event of an inability to appoint same, another Person who would qualify as an “independent” director of NSAQ and who has not had any relationship with SDI or Stockholder prior to the Closing.  Such committee is intended to be the “ Committee ” referred to in Article VII hereof and the Escrow Agreement.

1.4            The Closing .  Unless this Agreement shall have been terminated pursuant to Section 8.1, the consummation of the SDI Preferred Stock Purchase and the Share Exchange (“ Closing ”) shall take place at the offices of Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., counsel to NSAQ, 666 Third Avenue, New York, New York 10017 at a time and date to be specified by the Parties, which shall be no later than the fifth (5 ^th ) business day after the satisfaction or waiver of the conditions set forth in Article VI, or at such other time, date and location as the Parties hereto agree in writing (the “ Closing Date ”).  Closing signatures may be transmitted by facsimile or by emailed PDF file.

1.5            Deliveries .

(a)            SDI .  At the Closing, SDI will (i) issue the SDI Preferred Shares to NSAQ by delivering to NSAQ the certificates representing such SDI Preferred Shares, which shall be duly authorized and validly issued shares free and clear of all Liens (as defined below in Section 9.2(e)), (ii) provide confirmation that NSAQ is reflected on the share register of SDI as the registered owner of the SDI Preferred Shares, and (iii) deliver to NSAQ the certificates, opinions and other agreements contemplated by Article VI hereof and the other provisions of this Agreement.

(b)            Stockholder .  At the Closing, Stockholder will (i) assign and transfer to NSAQ all of its right, title and interest in and to the SDI Common Shares by delivering to NSAQ the certificates representing such SDI Common Shares, duly endorsed for transfer and free and clear of all Liens, (ii) provide confirmation that NSAQ is reflected on the share register of SDI as the registered owner of the SDI Common Shares, and (iii) deliver to NSAQ the certificates, opinions and other agreements contemplated by Article VI hereof and the other provisions of this Agreement.

(c)            NSAQ .  At the Closing, NSAQ shall deliver (i) to SDI, the Cash Consideration pursuant to Section 1.1, (ii) to Stockholder, the NSAQ Common Shares pursuant to Section 1.2 and (iii) the certificates, opinions and other agreements and instruments contemplated by Article VI hereof and the other provisions of this Agreement.

1.6           Additional Agreements . At the Closing, the following agreements will have been executed and delivered (collectively, the “ Transaction Documents ”), the effectiveness of each of which is subject to the Closing:

(a)           The Escrow Agreement and a mutually agreed upon agent for escrow.

(b)           A Pledge Agreement (“ Pledge Agreement ”) and a mutually agreed upon collateral agent in the form attached as Exhibit C hereto.

(c)           A Lock-Up Agreement (“ Lock-Up Agreement ”) in the form attached as Exhibit D hereto.

1.7          Further Assurances .  Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, each of the Parties hereto shall execute and deliver such other documents and instruments, provide such materials and information and take such other actions as may reasonably be necessary, proper or advisable, to the extent permitted by law, to fulfill its obligations under this Agreement and the other Transaction Documents to which it is a party.

1.8           Payment of Dividends .

(a)            Payment of Cash Dividends on SDI Preferred Shares .  Pursuant to the SDI’s Korean Registration Certificate attached as Exhibit A hereto, SDI shall issue dividend payments on the SDI Preferred Shares as follows:

(i)           Four percent (4%) of the Cash Consideration referenced in Section 1.1(b) with respect to the fiscal year ended December 31, 2009 to be issued to NSAQ no later than March 31, 2010; and

(ii)           Twelve and one half (12.5%) of the Cash Consideration referenced in Section 1.1(b) with respect to each subsequent fiscal year to be issued to NSAQ  in each instance no later than March 31 following the end of such fiscal year; provided that no such dividends shall be required to be paid with respect to the preceding fiscal year following conversion of the SDI Preferred Shares into shares of SDI Common Stock pursuant to Section 1.8(b).

(b)            Automatic Conversion of SDI Preferred Shares .  The SDI Preferred Shares shall automatically convert into an equal number of shares of SDI Common Stock that maintains NSAQ’s equivalent voting power of SDI upon the earlier to occur of the following:  (i) for the two-month period commencing November 1, 2013 and ending December 31, 2013, if the Weighted Average Stock Price (as defined below) of the NSAQ Common Stock has increased at least twenty-four percent (24%) above $8.00 (the “ Price Condition ”), and (ii) in the event that the Price Condition has not been met by December 31, 2013, at any time following such date when the Weighted Average Stock Price exceeds the calculated rate of six percent (6%) multiplied by the number of years elapsed from the Closing Date, as determined during the period commencing on November 1 and ending on December 31 for each such year (the “ Post-2013 Price Condition ”).  For the avoidance of doubt, there shall be no dividend payment on the SDI Preferred Shares with respect to fiscal year 2013 in the event that the Price Condition is met or any subsequent fiscal year if the Post-2013 Price Condition is met.  “ Weighted Average Stock Price ” as used herein refers to the number of shares traded per day multiplied by the closing price of the stock per day, divided by the total volume of shares of NSAQ Common Stock traded during each day during the period.

(c)            Dividend Default Payment .  In the event of the non-payment or delay in payment of any dividends on the SDI Preferred Shares pursuant to the terms of this Agreement, an interest rate of sixteen percent (16%) per annum shall apply to the unpaid amount from the first day following the scheduled payment date of the applicable dividend until the actual payment date of such dividend.

(d)            Payment of Dividends to NSAQ Common Stockholders .  Following the Closing, NSAQ, SDI and Stockholder shall cause NSAQ to issue cash dividends to its holders of NSAQ Common Stock in an amount equal to (i) the amount of the dividends received on the SDI Preferred Shares divided by (ii) the number of issued and outstanding shares of NSAQ Common Stock less the number of shares of NSAQ Common Stock owned by Stockholder as a result of the Share Exchange, provided that such amount is legally available therefor for the payment of such dividends.  Such dividend payments shall be made no later than the tenth (10 ^th ) calendar day following NSAQ’s receipt of the dividend payment on its SDI Preferred Shares.

(e)            Waiver of Dividends by Stockholder .  Stockholder hereby agrees that it shall waive its rights to any such dividends payable with respect to the NSAQ Shares pursuant to this Section 1.8; provided, however, that Stockholder shall participate in any dividend payments on shares of NSAQ Common Stock that are not acquired pursuant to the Share Exchange.

(f)            Pledge of SSME Shares as Collateral .  In order to secure the payment to NSAQ of the dividends on the SDI Preferred Shares, Pledgor shall pledge to NSAQ all of his rights, title and interest in 280,000 common shares of Sungdong Shipbuilding & Marine Engineering Co., Ltd. (“ SSME ”) owned by Pledgor (the “ SSME Pledged Shares ”) to NSAQ pursuant to the Pledge Agreement attached as Exhibit C hereto.  At Closing, Pledgor shall deliver the certificates representing the SSME Pledged Shares, together with any other documentation assigning such rights to such shares, to NSAQ, to be held in escrow by a collateral agent in accordance with the terms of the Pledge Agreement.  In the event that SDI defaults on its obligation to pay any of the dividends on the SDI Preferred Shares and such dividends continue to be unpaid for a period of sixty (60) days following the applicable payment date, NSAQ shall be entitled to take full possession of the SSME Pledged Shares and liquidate the SSME Pledged Shares, or any part thereof, and take possession of the proceeds of any such sale, assignment or liquidation in satisfaction of the obligation to pay the dividends on the SDI Preferred Shares as more fully described in the Pledge Agreement.

Subject to the exceptions set forth in the Schedules described in this Article 2 and attached hereto (collectively, the “ SDI Schedules ”), Stockholder and SDI, jointly and separately, hereby represent and warrant to NSAQ as follows:

2.1           Organization and Qualification of SDI .  SDI is a corporation duly incorporated, validly existing and in good standing under the laws of the Republic of Korea and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by SDI to be conducted.  SDI is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“ Approvals ”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined below in Section 9.2(a)) on SDI.  Complete and correct copies of the articles of incorporation (collectively referred to herein as “ Charter Documents ”) of SDI, as amended and currently in effect, have been heretofore made available to NSAQ or NSAQ’s counsel.  SDI is not in violation of any of the provisions of its Charter Documents.

2.2           Subsidiaries .

(a)           SDI has no subsidiaries or participations in joint ventures or other entities (collectively, “ Subsidiaries ”), other than those listed in Schedule 2.2 hereto.  SDI owns all of the outstanding equity securities of its Subsidiaries, free and clear of all Liens, except for those listed on Schedule 2.2.  Except for its Subsidiaries, SDI does not own any ownership, equity, profits or voting interest in any Person or has any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

(b)           Each Subsidiary of SDI that is a corporation is duly incorporated, validly existing and in good standing under the laws of its state or country of incorporation (as listed in Schedule 2.2 hereto) and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by SDI to be conducted.  Each Subsidiary of SDI that is a limited liability company is duly organized or formed, validly existing and in good standing under the laws of its state or country of organization or formation (as listed in Schedule 2.2 hereto) and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by SDI to be conducted.  Each Subsidiary of SDI is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being or currently planned by SDI to be conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SDI.  No Subsidiary of SDI is in violation of any of the provisions of its Charter Documents.

2.3           Capitalization .

(a)           As of the date of this Agreement, the authorized capital stock of SDI consists of (i) 40,000 shares of common stock, par value KRW10,000 per share, of which 20,000 shares are issued and outstanding as of the date of this Agreement and all of which are validly issued, fully paid and nonassessable, and (ii) no shares of preferred stock, Other than SDI Common Stock , SDI has no class or series of securities authorized by its Charter Documents.  Stockholder is the owner of 11,000 shares of SDI Common Stock.

(b)           As of the date of this Agreement, no shares of SDI Common Stock are reserved for issuance upon the exercise of outstanding options granted to employees of SDI or other parties (“ SDI Common Stock Options ”).  No shares of SDI Common Stock are reserved for issuance upon the exercise of outstanding warrants or other rights to purchase SDI Common Stock . All shares of SDI Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable.  All outstanding shares of SDI Common Stock have been issued and granted in compliance with all applicable securities laws and (in all material respects) other applicable laws and regulations.

(c)           There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which SDI is a party or by which it is bound obligating SDI to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of SDI, or obligating SDI to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

(d)           Except as contemplated by this Agreement, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which SDI is a party or by which SDI is bound with respect to any equity security of any class of SDI.

(e)           No outstanding shares of SDI Common Stock are unvested or subject to a repurchase option, risk of forfeiture or other condition under any applicable agreement with SDI.

(f)           The SDI Preferred Shares to be issued by SDI in connection with the SDI Preferred Stock Purchase, upon issuance in accordance with the terms of this Agreement, will be duly authorized and validly issued and such shares of SDI Preferred Stock will be fully paid and nonassessable.

2.4           Authority Relative to this Agreement .  SDI has all necessary corporate power and authority to:  (i) execute and deliver this Agreement and each ancillary document that SDI is to execute or deliver pursuant to this Agreement, and (ii) carry out SDI’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby (including the SDI Preferred Stock Purchase and the Share Exchange).  The execution and delivery of this Agreement by SDI and the consummation by SDI of the transactions contemplated hereby (including the SDI Preferred Stock Purchase and the Share Exchange) have been duly and validly authorized by all necessary corporate action on the part of SDI (including the approval by its board of directors).  No other corporate proceedings on the part of SDI are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to the Commercial Acts of the Republic of Korea and the terms and conditions of this Agreement.  This Agreement has been duly and validly executed and delivered by SDI and, assuming the due authorization, execution and delivery thereof by the other Parties hereto, constitutes the legal and binding obligation of SDI, enforceable against SDI in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

2.5           No Conflict; Required Filings and Consents .

(a)           The execution and delivery of this Agreement by SDI does not, and the performance of this Agreement by SDI shall not, (i) conflict with or violate SDI’s Charter Documents, (ii) conflict with or violate any Legal Requirements (as defined in Section 9.2(b)), (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair SDI’s or any Subsidiary of SDI’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien or encumbrance on any of the properties or assets of SDI or any Subsidiary of SDI pursuant to, any of SDI Contracts or (iv) result in the triggering, acceleration or increase of any payment to any Person pursuant to any material contract, including any “change in control” or similar provision of any material contract, except, with respect to clauses (ii), (iii) or (iv), for any such conflicts, violations, breaches, defaults, triggerings, accelerations, increases or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on SDI.

(b)           The execution and delivery of this Agreement by SDI does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity (as defined below in Section 9.2(g)) or other third party (including, without limitation, lenders and lessors), except (i) for applicable requirements, if any, of the Securities Act of 1933, as amended (the “ Securities Act ”), the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or United States state securities laws, and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which SDI is licensed or qualified to do business, (ii) for the filing of any notifications required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), and the expiration of the required waiting period thereunder, (iii) the consents, approvals, authorizations and permits described in Schedule 2.5(b) hereto, and (iv) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SDI or, after the Closing, NSAQ or prevent consummation of the SDI Preferred Stock Purchase or Share Exchange or otherwise prevent the Parties hereto from performing their obligations under this Agreement.

2.6           Compliance .  SDI has complied with and is not in violation of any Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on SDI.  SDI is not in default or violation of any term, condition or provision of any applicable Charter Documents. No written notice of material non-compliance with any Legal Requirements material to the business of SDI has been received by SDI (and SDI has no knowledge of any such notice delivered to any other Person) within the past two years.  SDI is not in violation of any term of any material contract, except for failures to comply or violations that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on SDI.

2.7           Financial Statements; Projections .

(a)           SDI has made available to NSAQ true and complete copies of the unaudited consolidated   financial statements (including any related notes thereto) of SDI and its consolidated Subsidiaries for the quarter and the six months ended   June 30, 2009  and the audited consolidated financial statements (including any related notes thereto) of SDI and its consolidated Subsidiaries for the fiscal years ended December 31, 2008, 2007, and 2006.

(b)           SDI has made available to NSAQ true and complete copies of the unaudited consolidated   financial statements (including any related notes thereto) of SSME for the six months ended   June 30, 2009 and the audited consolidated financial statements (including any related notes thereto) of SSME for the fiscal years ended December 31, 2008 and 2007.

(c)           “ Unaudited Financial Statements ” as used herein refers to the unaudited financial statements of SDI and SSME. “ Audited Financial Statements ” as used herein refers to the audited financial statements of SDI and SSME.  “ Financial Statements ” as used herein refers to all of the financial statements of SDI and SSME, which includes the Audited Financial Statements and the Unaudited Financial Statements.

(d)           The Financial Statements comply as to form in all material respects with generally accepted accounting principles in the United States (“ U.S. GAAP ”) applied on a consistent basis throughout the periods involved, and were prepared in accordance with U.S. GAAP, and fairly present in all material respects the financial position of SDI and SSME at the date thereof and the results of their operations and cash flows for the period indicated.

(e)           The books of account, minute books and transfer ledgers and other similar books and records of SDI and its Subsidiaries have been maintained in accordance with good business practice, are complete and correct in all material respects and there have been no material transactions that are required to be set forth therein and that have not been so set forth.

(f)           Except as otherwise noted in the Financial Statements, the accounts and notes receivable of SDI and its Subsidiaries reflected in the Financial Statements: (i) arose from bona fide sales transactions in the ordinary course of business and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and by general equitable principles, (iii) are not subject to any valid set-off or counterclaim to which SDI has been notified in writing as of the date hereof except to the extent set forth in such balance sheet contained therein, and (iv) are not the subject of any actions or proceedings brought by or on behalf of SDI or any of its Subsidiaries as of the date hereof.

(g)           The projections of the financial performance of SDI and SSME that have been provided to NSAQ  (the “ Projections ”) and were prepared on the basis of reasonable assumptions, including information about the projects with which SDI and the Subsidiaries are currently involved. The Projections were prepared by RSM  based on management projections provided by SDI and SSME in accordance with U.S. GAAP applied on a consistent basis throughout the periods covered.  Neither the Stockholder nor SDI has any knowledge of facts that would make the Projections materially in error.

2.8           No Undisclosed Liabilities .  SDI and its Subsidiaries have no liabilities (absolute, accrued, contingent or otherwise) of a nature required in accordance with U.S. GAAP to be disclosed on a balance sheet or in the related notes to financial statements that are, individually or in the aggregate, material to the business, results of operations or financial condition of SDI and its Subsidiaries on a consolidated basis, except: (i) liabilities provided for in or otherwise disclosed in the interim balance sheet and related notes to financial statements included in the Financial Statements, (ii) such liabilities arising in the ordinary course of SDI’s and its Subsidiaries’ businesses since June 30, 2009, none of which would reasonably be expected to have a Material Adverse Effect on SDI and Subsidiaries, and (iii) liabilities or obligations reasonably incurred by or on behalf of SDI in connection with this Agreement, none of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on SDI.

2.9           Absence of Certain Changes or Events .  Except as set forth in the Financial Statements, since June 30, 2009, there has not been:  (i) any Material Adverse Effect on SDI, (ii) any declaration, setting aside or payment of any dividend on, or other distribution (whether in cash, stock or property) in respect of, any of the shares of SDI Common Stock, or any purchase, redemption or other acquisition by SDI of any of the shares of SDI Common Stock or any other securities or any options, warrants, calls or rights to acquire any such shares or other securities, (iii) any split, combination or reclassification of any of the shares of SDI Common Stock, (iv) any granting by SDI of any increase in compensation or fringe benefits, except for normal increases of cash compensation in the ordinary course of business consistent with past practice, or any payment by SDI of any bonus, except for bonuses made in the ordinary course of business consistent with past practice, or any granting by SDI of any increase in severance or termination pay or any entry by SDI into any currently effective employment, severance, termination or indemnification agreement or any agreement the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving SDI of the nature contemplated hereby, (v) entry by SDI into any licensing or other agreement with regard to the acquisition or disposition of any Intellectual Property (as defined in   Section 9.2(h)   hereof) other than licenses in the ordinary course of business consistent with past practice or any amendment or consent with respect to any licensing agreement filed or required to be filed by SDI with respect to any Governmental Entity, (vi) any material change by SDI in its accounting methods, principles or practices, except as required by concurrent changes in U.S. GAAP, (vii) any change in the auditors of SDI, (viii) any issuance of capital stock of SDI, (ix) any revaluation by SDI of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets of SDI other than in the ordinary course of business, or (x) any agreement, whether written or oral, to do any of the foregoing.

2.10         Litigation .  Except as disclosed in the Financial Statements, there are no material claims, suits, actions or proceedings pending or, to the knowledge of SDI, threatened against SDI or any of its Subsidiaries before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator.

2.11         Business Activities .  To SDI’s knowledge, there is no agreement, commitment, judgment, injunction, order or decree binding upon SDI or any Subsidiary of SDI or their assets or to which SDI or any Subsidiary of SDI is a party that has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of SDI or any Subsidiary of SDI, any acquisition of property by SDI or any Subsidiary of SDI or the conduct of business by SDI or any Subsidiary of SDI as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on SDI.

2.12         Taxes .

(a)            Definition of Taxes .  For the purposes of this Agreement, “ Tax ” or “ Taxes ” refers to any and all United States federal, state, local and foreign taxes (including taxes in the Republic of Korea), including, without limitation, gross receipts, income, profits, sales, use, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, assessments, governmental charges and duties together with all interest, penalties and additions imposed with respect to any such amounts and any obligations under any agreements or arrangements with any other Person with respect to any such amounts and including any liability of a predecessor entity for any such amounts.

(b)            Tax Returns and Audits .  SDI and each Subsidiary have filed on a timely basis (taking into account any extensions received from the relevant taxing authorities) all returns and reports pertaining to all Taxes that are or were required to be filed by SDI and each Subsidiary with the appropriate taxing authorities in all jurisdictions in which such returns and reports are or were required to be filed, and all such returns and reports are true, correct and complete in all material respects. All Taxes that are due from or may be asserted against SDI or any Subsidiary (including deferred Taxes) in respect of or attributable to all periods ending on or before the Closing Date have been or will be fully paid, deposited or adequately provided for on the books and financial statements of SDI or are being contested in good faith by appropriate proceedings. No issues have been raised (or are currently pending) by any taxing authority in connection with any of the returns and reports referred to above that might be determined to have a Material Adverse Effect on SDI or any Subsidiary. Neither SDI nor any Subsidiary has given or been requested to give waivers or extensions of any statute of limitations with respect to the payment of Taxes. There are no tax liens affecting SDI, any Subsidiary or their respective assets that have not been satisfied or discharged by payment or concession by the relevant taxing authority.

2.13         Brokers; Third Party Expenses .  SDI has not incurred, nor will it incur, directly or indirectly, any liability for brokerage, finders’ fees, agent’s commissions or any similar charges in connection with this Agreement or any transactions contemplated hereby.

2.14         Governmental Actions/Filings .

(a)           SDI and each Subsidiary of SDI has been granted and holds, and has made, all Governmental Actions/Filings (as defined below) necessary to the conduct by SDI and each Subsidiary of SDI of its business (as presently conducted).  Each such Governmental Action/Filing is in full force and effect and will not expire prior to December 31, 2009 (except to the extent such expiration would not reasonably be expected to have a Material Adverse Effect on SDI) and to SDI’s knowledge, SDI is in substantial compliance with all of its obligations with respect thereto.  To SDI’s knowledge, no event has occurred and is continuing that requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events that, either individually or in the aggregate, would not have a Material Adverse Effect upon SDI.

(b)           No Governmental Action/Filing is necessary to be obtained, secured or made by SDI to enable it to continue to conduct its businesses and operations and use its properties immediately after the Closing in a manner which is consistent with current practice.

(c)           For purposes of this Agreement, the term “ Governmental Action/Filing ” shall mean any franchise, license, certificate of compliance, authorization, consent, order, permit, approval, consent or other action of, or any filing, registration or qualification with, any United States federal, state, municipal, foreign (included those in the Republic of Korea) or other governmental, administrative or judicial body, agency or authority.

2.15         Interested Party Transactions .  Except as expressly stated in the Financial Statements, no employee, officer, director, shareholder or holder of derivative securities of SDI or a member of his or her immediate family (collectively, the “ Company Insiders ”) is indebted to SDI, nor is SDI indebted (or committed to make loans or extend or guarantee credit) to any of such Persons, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of SDI, and (iii) for other employee benefits made generally available to all employees.  To SDI’s knowledge, none of such individuals has any ownership interest in any Person with whom SDI is affiliated or with whom SDI has a contractual relationship, or in any Person that competes with SDI.  To the knowledge of SDI, no Company Insider or any member of a Company Insider’s immediate family is interested in any material contract with SDI that is adverse to SDI (other than such contracts as relate to any such Person’s ownership of capital stock or other securities of SDI or such Person’s employment with SDI).

2.16         No Illegal or Improper Transactions .  Neither SDI nor any Subsidiary nor any other officer, director, employee, agent or Affiliate of SDI or any Subsidiary has offered, paid or agreed to pay to any Person or entity (including any governmental official) or solicited, received or agreed to receive from any such Person or entity, directly or indirectly, in any manner that is in violation of any applicable policy of SDI or any Subsidiary, ordinance, regulation or law, any money or anything of value for the purpose or with the intent of (i) obtaining or maintaining business for SDI or any Subsidiary, (ii) facilitating the purchase or sale of any product or service, or (iii) avoiding the imposition of any fine or penalty.

2.17         Board Approval .  The board of directors of SDI (including any required committee or subgroup thereof) has, as of the date of this Agreement, duly approved this Agreement and the transactions contemplated hereby.

2.18         Stockholder Matters .

(i)           Stockholder has had both the opportunity to ask questions and receive answers from the officers and directors of NSAQ and all persons acting on NSAQ’s behalf concerning the business and operations of NSAQ and to obtain any additional information to the extent NSAQ possesses or may possess such information or can acquire it without unreasonable effort or expense necessary to verify the accuracy of such information;

(ii)          Stockholder has had access to the NSAQ SEC Reports (as defined below in Section 3.7(a)) filed prior to the date of this Agreement;

(iii)         This Agreement has been duly and validly executed and delivered by Stockholder and, assuming the due authorization, execution and delivery thereof by the other Parties hereto, constitutes the legal and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.  The execution and delivery of this Agreement by Stockholder does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (1) for applicable requirements, if any, of the Securities Act, the Exchange Act and the rules and regulations thereunder, and (2) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Stockholder or SDI or, after the Closing, NSAQ, or prevent consummation of the SDI Preferred Stock Purchase or the Share Exchange or otherwise prevent the Parties hereto from performing their material obligations under this Agreement; and

(iv)         Stockholder owns the SDI Common Shares free and clear of all Liens.

(v)          The NSAQ Shares to be acquired by Stockholder will be acquired for investment for such Stockholder’s own account and not with a view to the resale or distribution of any part thereof.

(vi)         Stockholder is (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and (ii) does not qualify as a “U.S. Person” as defined in Regulation S under the Securities Act.

(vii)        Stockholder understands that it will acquire “restricted securities” from NSAQ under the United States federal securities laws and that under such laws and applicable regulations such securities may only be sold in the United States pursuant to an effective registration statement or an available exemption from registration.

(viii)       Stockholder acknowledges that the certificate evidencing the NSAQ Common Stock shall bear the following legend:

 “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.”

2.19          Disclosure . No representation or warranty by Stockholder, SDI or any Subsidiary contained in this Agreement and no information contained in any Schedule or other instrument furnished or to be furnished to NSAQ pursuant to this Agreement or in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements contained therein not misleading.

2.20          Survival of Representations and Warranties .  The representations and warranties of SDI and Stockholder set forth in this Agreement shall survive the Closing until, and shall terminate and be of no further force or effect on, the Escrow Release Date.

Subject to the exceptions set forth in the Schedules described in this Article 3 and attached hereto (collectively, the “ NSAQ Schedules ”), NSAQ represents and warrants to, and covenants with, SDI and Stockholder, as follows:

3.1           Organization and Qualification .

(a)           NSAQ is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned to be conducted.  NSAQ is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted by NSAQ, except where the failure to have such Approvals could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on NSAQ.  Complete and correct copies of NSAQ’s Charter Documents, as amended and currently in effect, have been heretofore made available to SDI.  NSAQ is not in violation of any of the provisions of its Charter Documents.

(b)           NSAQ is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on NSAQ.

3.2           Subsidiaries .

(a)           NSAQ has no direct or indirect Subsidiaries.  NSAQ does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person, nor does it have any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

3.3           Capitalization .

(a)           As of the date of this Agreement, the authorized capital stock of NSAQ consists of 20,000,000 shares of NSAQ Common Stock and 1,000,000 shares of preferred stock, par value $.0001 per share (“ NSAQ Preferred Stock ”), of which 7,941,250 shares of NSAQ Common Stock are issued and outstanding, all of which are validly issued, fully paid and nonassessable, and no shares of NSAQ Preferred Stock are issued and outstanding. Other than the NSAQ Common Stock and NSAQ Preferred Stock, NSAQ has no class or series of securities authorized by its Charter Documents.  The NSAQ Common Stock and NSAQ Preferred Stock are collectively referred to herein as the “ NSAQ Stock .”

(b)           No shares of NSAQ Stock are reserved for issuance upon the exercise of outstanding options granted to employees of NSAQ or other parties (“ NSAQ Stock Options ”).  Except for 7,953,000 warrants to purchase NSAQ Common Stock and the underwriter unit purchase option, as disclosed in the NSAQ SEC Reports, as of the date of this Agreement, no shares of the NSAQ Stock are reserved for issuance upon the exercise of outstanding warrants or other rights to purchase NSAQ Stock . All shares of the NSAQ Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of NSAQ Stock have been issued and granted in compliance with all applicable securities laws and (in all material respects) other applicable laws and regulations.

(c)           The NSAQ Shares to be issued by NSAQ in connection with the Share Exchange, upon issuance in accordance with the terms of this Agreement, will be duly authorized and validly issued and such shares of NSAQ Common Stock will be fully paid and nonassessable.

(d)           Except for 7,953,000 warrants to purchase NSAQ Common Stock and the underwriter unit purchase option, as disclosed in the NSAQ SEC Reports, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which NSAQ is a party or by which it is bound obligating the NSAQ to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of NSAQ or obligating NSAQ to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

(e)           Except as set forth in the NSAQ SEC Reports, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings to which the NSAQ is a party or by which the NSAQ is bound with respect to any equity security of any class of the NSAQ.

(f)           No outstanding shares of NSAQ Common Stock are unvested or subject to a repurchase option, risk of forfeiture or other condition under any applicable agreement with NSAQ.

3.4           Authority Relative to this Agreement .  NSAQ has all necessary corporate power and authority to:  (i) execute and deliver this Agreement, and each ancillary document that NSAQ is to execute or deliver pursuant to this Agreement, and (ii) carry out NSAQ’s obligations hereunder and thereunder and, to consummate the transactions contemplated hereby (including the SDI Preferred Stock Purchase and the Share Exchange).  The execution and delivery of this Agreement and the consummation by NSAQ of the transactions contemplated hereby (including the SDI Preferred Stock Purchase and the Share Exchange) have been duly and validly authorized by all necessary corporate action on the part of NSAQ (including the approval by its board of directors), and no other corporate proceedings on the part of NSAQ are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, other than the NSAQ Stockholder Approval (as defined in Section 5.1(a)).  This Agreement has been duly and validly executed and delivered by NSAQ and, assuming the due authorization, execution and delivery thereof by the other Parties hereto, constitutes the legal and binding obligation of NSAQ, enforceable against NSAQ in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

3.5           No Conflict; Required Filings and Consents .

(a)           The execution and delivery of this Agreement by NSAQ do not, and the performance of this Agreement by NSAQ shall not:  (i) conflict with or violate NSAQ’s Charter Documents, (ii) conflict with or violate any Legal Requirements, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair NSAQ’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets of NSAQ, except with respect to clauses (ii) or (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on NSAQ.

(b)           The execution and delivery of this Agreement by NSAQ does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents with the relevant authorities of other jurisdictions in which NSAQ is qualified to do business, (ii) for the filing of any notifications required under the HSR Act and the expiration of the required waiting period thereunder, and (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on NSAQ, or prevent consummation of the SDI Preferred Stock Purchase or the Share Exchange or otherwise prevent the Parties hereto from performing their obligations under this Agreement.

3.6           Compliance .  NSAQ has complied with and is not in violation of any Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on NSAQ.  NSAQ is not in default or violation of any term, condition or provision of any applicable Charter Documents.  No written notice of material non-compliance with any Legal Requirements has been received by NSAQ (and NSAQ has no knowledge of any such notice delivered to any other Person).  NSAQ is not in violation of any term of any material contract, except for failures to comply or violations that, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on NSAQ.

3.7           SEC Filings; Financial Statements .

(a)           NSAQ has made available to SDI a correct and complete copy of each report, registration statement and definitive proxy statement filed by NSAQ with the SEC (the “ NSAQ SEC Reports ”), which are all the forms, reports and documents required to be filed by NSAQ with the SEC prior to the date of this Agreement.  All NSAQ SEC Reports required to be filed by NSAQ in the twenty-four (24) month period prior to the date of this Agreement were filed in a timely manner.  As of their respective dates the NSAQ SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NSAQ SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent set forth in the preceding sentence, NSAQ makes no representation or warranty whatsoever concerning any NSAQ SEC Report as of any time other than the date or period with respect to which it was filed.

(b)           Each set of financial statements (including, in each case, any related notes thereto) contained in NSAQ SEC Reports, including each NSAQ SEC Report filed after the date hereof until the Closing, complied or (with respect to filings after the date hereof) will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or (with respect to filings after the date hereof) will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly presents or (with respect to filings after the date hereof) will fairly present in all material respects the financial position of NSAQ at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were, are or (with respect to filings after the date hereof) will be subject to normal adjustments that were not or are not expected to have a Material Adverse Effect on NSAQ taken as a whole.

3.8           No Undisclosed Liabilities .  NSAQ has no liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the financial statements included in NSAQ SEC Reports that are, individually or in the aggregate, material to the business, results of operations or financial condition of NSAQ, except (i) liabilities provided for in or otherwise disclosed in a balance sheet or in the related notes to the financial statements included in NSAQ SEC Reports filed prior to the date hereof, (ii) liabilities incurred since June 30, 2009 in the ordinary course of business, none of which would reasonably be expected to have a Material Adverse Effect on NSAQ and (iii) liabilities or obligations reasonably incurred by or on behalf of NSAQ in connection with this Agreement, none of which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on NSAQ.

3.9           Absence of Certain Changes or Events .  Except as contemplated by this Agreement, since June