Put/Call Agreement

As a condition to the consummation of the transactions contemplated by that certain agreement (the “ Put/Call Agreement ”), dated the date hereof, by and among North Shore Acquisition Corp. (the “ Company ”), Barry J. Gordon, Marc H. Klee, Robert Sroka, Arthur H. Goldberg, Harvey Granat, Alan J. Loewenstein (collectively, the “ Sellers ”) and Sang-Chul Kim, the undersigned hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 10 hereof):

1.           In the event that the Company fails to consummate a Business Combination within 24 months from the effective date (“ Effective Date ”) of the registration statement relating to the Company’s initial public offering of securities (“ IPO ”), the undersigned will (i) cause the trust fund established in connection with the Company’s IPO (the “ Trust Fund ”) to be liquidated and distributed to the holders of IPO Shares and (ii) take all reasonable actions within his power to cause the Company to liquidate as soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets of the Company as a result of such liquidation (“ Claim ”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

2.           In order to minimize potential conflicts of interest that may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the undersigned ceases to be an officer or director of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned might have.

3.           The undersigned acknowledges and agrees that the Company will not consummate any Business Combination that involves a company that is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably acceptable to EarlyBirdCapital, Inc., as representative of the underwriters of the Company’s IPO (the “ Underwriters ”), that the Business Combination is fair to the Company’s stockholders from a financial perspective.

4.           Neither the undersigned, any member of the family of the undersigned, nor any affiliate (“ Affiliate ”) of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the Business Combination. Notwithstanding the foregoing, the Company will be allowed to enter into a services agreement with Capital Express Co., Ltd. (“ Related Party ”) for the Company’s use of Related Party’s offices, utilities and personnel. The Related Party and the undersigned shall also be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

5.           Neither the undersigned, any member of the family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other