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Continental
Stock Transfer & Trust Company
17 Battery
Place
New York,
NY 10004
Attn: Steven
Nelson
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Re: Proposed Transfer of Certain
Shares of Common Stock of North Shore Acquisition
Corp.
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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 hol
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