Summary of NORTH SHORE ACQUISITION CORP.

Item 1.01. Entry into a Material Definitive Agreement.

General; Structure of the Acquisition; Acquisition Consideration

On September 8, 2009, North Shore Acquisition Corp. ("North Shore") entered into a Securities Purchase and Share Exchange Agreement ("Purchase Agreement") with Sungdong Industries Co. Ltd. ("SDI"), Hwi Young Jung ("Stockholder"), a principal stockholder of SDI, and Hong Jun Jung ("Pledgor") providing for the acquisition by North Shore of (i) shares of newly issued convertible voting preferred stock of SDI, representing up to 22.77%, but not less than 20.68%, of the voting capital stock of SDI, in exchange for the payment of the amount of cash remaining in North Shore's trust account at closing after deduction of amounts for payment of transaction expenses and payments to North Shore's public stockholders that exercise their conversion rights ("SDI Preferred Stock Purchase"), and (ii) 7,722 shares of currently issued and outstanding shares of common stock of SDI ("SDI Common Stock") from Stockholder, representing at least 29.82% of the voting capital stock of SDI, in exchange for an aggregate of 7,341,102 newly issued shares of common stock ("North Shore Common Stock") of North Shore ("Share Exchange"). The number of shares of SDI convertible voting preferred stock to be issued pursuant to the Purchase Agreement shall equal the quotient obtained by dividing (x) the amount of total cash remaining in North Shore's trust account at closing after deduction of amounts for (i) payment of North Shore's transaction expenses and (ii) payments to North Shore's public stockholders that exercise their conversion rights ("Cash Consideration"), by
(y) $7,292 ("SDI Preferred Shares").

Following the closing of the Preferred Stock Purchase and Share Exchange, North Shore shall own up to 52.59%, but not less than a majority, of the voting capital stock of SDI and Stockholder shall initially own 48.04% of North Shore's outstanding common stock based on the amount of shares currently outstanding and assuming that no holders of shares of North Shore's common stock issued in its initial public offering vote against the acquisition and elect to convert their shares into cash in accordance with North Shore's amended and restated certificate of incorporation.

SDI is the de facto holding company of the Sungdong Group, consisting of wholly-owned subsidiaries Sungdong Engineering & Machinery Manufacturing Co., Ltd. (SEM) and Youngsun China Co., Ltd. and various affiliates of which SDI has a minority interest, including Sungdong Shipbuilding & Marine Engineering (SSME), one of the top-ten shipbuilding companies in the world and the flagship company of the group, and Sungdong Steel Co. Ltd. SDI is primarily engaged in the manufacturing of welding machinery used in the shipbuilding industry and the production of conventional shipbuilding equipment, such as floating docks, deck houses and mega-blocks. Since its founding in 1991, the company has become one of the major subcontractors for Hyundai Heavy Industries, Samsung Heavy Industries, and Daewoo Shipbuilding & Marine. SDI's principal executive office is located at 407-1 Maehak-ri Jungkwan-myun Kijang-kun, Busan 619-963 Republic of Korea. Its telephone number is (82) 55-259-7010.

The acquisition is expected to be consummated in the last quarter of 2009 prior to November 30, 2009, after the required approval by the stockholders of North Shore and the fulfillment of certain other conditions, as discussed herein.

Payment of Dividends

SDI shall issue dividend payments on the SDI Preferred Shares to be acquired by North Shore as follows: (i) 4% of the Cash Consideration described above with respect to the fiscal year ended December 31, 2009 to be issued to North Shore no later than March 31, 2010; and (ii) 12.5% of the Cash Consideration with respect to each subsequent fiscal year to be issued to North Shore 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. The SDI Preferred Shares shall automatically convert into an equal number of shares of SDI Common Stock that maintains North Shore'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 North Shore Common Stock has increased at least 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 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" The guaranteed dividend payment of 12.5% on the SDI Preferred Shares shall no longer prevail 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" 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 North Shore Common Stock traded during each day during the period.

In the event of the non-payment or delay in payment of any dividends on the SDI Preferred Shares, an interest rate of 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.

Following the closing, North Shore, SDI and Stockholder have agreed to cause North Shore to issue cash dividends to its holders of 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 North Shore Common Stock less the number of shares of North Shore Common Stock owned by Stockholder as a result of the Share Exchange, provided that such amount is legally available for the payment of such dividends. Such dividend payments shall be made no later than the tenth calendar day following North Shore's receipt of the dividend payment on its SDI Preferred Shares.

Stockholder has agreed to waive its rights to any such dividends payable with respect to the North Shore shares; provided, however, that Stockholder shall participate in any dividend payments on shares of North Shore Common Stock that are not acquired pursuant to the Share Exchange.

Pledge Agreement

In order to secure the payment to North Shore of the dividends on the SDI Preferred Shares, Pledgor has entered into a pledge agreement with North Shore pursuant to which Pledgor has agreed to pledge to North Shore 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 North Shore. At Closing, Pledgor shall deliver the certificates representing the SSME Pledged Shares, together with any other documentation assigning such rights to such shares, to North Shore, 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, North Shore 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.

Lock-Up Agreement

The Stockholder has agreed not to transfer, sell or dispose of any of the shares of North Shore common stock that he receives upon closing of the Share Exchange for twelve months after the closing, after which he will be free to sell any or all of his shares.

Indemnification of North Shore

To provide a fund for payment to North Shore with respect to its post-closing rights to indemnification under the Purchase Agreement for breaches of representations and warranties and covenants by SDI and its subsidiaries and Stockholder, there will be placed in escrow (with an independent escrow agent) 1,468,220 (or 20%) of the shares to be issued to Stockholder at closing ("Indemnity Escrow Fund"). The escrow will be the sole remedy for North Shore for its rights to indemnification under the Purchase Agreement. Claims for indemnification may be asserted against the Indemnity Escrow Fund by North Shore once its damages exceed a $1,500,000 threshold and will be reimbursable to the full extent of the damages in excess of such amount. Indemnification claims may be made until one year after the closing date.

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