April 22, 2005


Courtside Acquisition Corp.
1700 Broadway, 17th Floor
New York, New York 10019

EarlyBirdCapital, Inc.
275 Madison Avenue
Suite 1203
New York, New York 10016

         Re: Initial Public Offering

Gentlemen:

         The undersigned stockholder and officer of Courtside Acquisition Corp.
("Company"), in consideration of EarlyBirdCapital, Inc. ("EBC") entering into a
letter of intent ("Letter of Intent") to underwrite an initial public offering
of the securities of the Company ("IPO") and embarking on the IPO process,
hereby agrees as follows (certain capitalized terms used herein are defined in
paragraph 12 hereof):

         1. If the Company solicits approval of its stockholders of a Business
Combination, the undersigned will vote all Insider Shares owned by him in
accordance with the majority of the votes cast by the holders of the IPO Shares.

         2. In the event that the Company fails to consummate a Business
Combination within 18 months from the effective date ("Effective Date") of the
registration statement relating to the IPO (or 24 months under the circumstances
described in the prospectus relating to the IPO), the undersigned will take all
reasonable actions within his power to (i) cause the Trust Fund (as defined in
the Letter of Intent) to be liquidated and distributed to the holders of IPO
Shares and (ii) 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 with respect to his
Insider Shares ("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



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April 22, 2005
Page 2

will not seek recourse against the Trust Fund for any reason whatsoever.

         3. In order to minimize potential conflicts of interest which 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 of the
Company, subject to any pre-existing fiduciary and contractual obligations the
undersigned might have.

         4. The undersigned acknowledges and agrees that the Company will not
consummate any Business Combination which involves a company which is affiliated
with any of the Insiders unless the Company obtains an opinion from an
independent investment banking firm reasonably acceptable to EBC that the
business combination is fair to the Company's stockholders from a financial
perspective.

         5. 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 the consummation of the Business Combination; provided that the
undersigned shall be entitled to reimbursement from the Company for his
out-of-pocket expenses incurred in connection with seeking and consummating a
Business Combination.

         6. 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 compensation in the event the undersigned,
any member of the family of the undersigned or any Affiliate of the undersigned
originates a Business Combination.

         7. The undersigned will escrow his Insider Shares for the three year
period commencing on the Effective Date subject to the terms of a Stock Escrow
Agreement which the Company will enter into with the undersigned and an escrow
agent acceptable to the Company.

         8. The undersigned agrees to be the Vice President, Chief Financial
Officer and Treasurer of the Company until the earlier of the consummation by
the Company of a Business Combination or the liquidation of the Company. The
undersigned's biographical information furnished to the Company and EBC and
attached hereto as Exhibit A is true and accurate in all respects, does not omit
any material information with respect to the undersigned's background and
contains all of the



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Page 3

information required to be disclosed pursuant to Item 401 of Regulation S-K,
promulgated under the Securities Act of 1933. The undersigned's Questionnaire
furnished to the Company and EBC and annexed as Exhibit B hereto is true and
accurate in all respects. The undersigned represents and warrants that:

     (a) he is not subject to, or a respondent in, any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain
from any act or practice relating to the offering of securities in any
jurisdiction;

     (b) he has never been convicted of or pleaded guilty to any crime (i)
involving any fraud or (ii) relating to any financial transaction or handling of
funds of another person, or (iii) pertaining to any dealings in any securities
and he is not currently a defendant in any such criminal proceeding; and

     (c) he has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or
commodities license or registration denied, suspended or revoked.

         9. The undersigned has full right and power, without violating any
agreement by which he is bound, to enter into this letter agreement and to serve
as Vice President, Chief Financial Officer and Treasurer of the Company.

         10. The undersigned authorizes any employer, financial institution, or
consumer credit reporting agency to release to EBC and its legal representatives
or agents (including any investigative search firm retained by EBC) any
information they may have about the undersigned's background and finances
("Information"). Neither EBC nor its agents shall be violating the undersigned's
right of privacy in any manner in requesting and obtaining the Information and
the undersigned hereby releases them from liability for any damage whatsoever in
that connection.

         11. This letter agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction. The undersigned hereby (i) agrees
that any action, proceeding or claim against him arising out of or relating in
any way to this letter agreement (a "Proceeding") shall be brought and enforced
in the courts of the State of New York of the United States of America for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive, (ii) waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenient forum and
(iii) irrevocably agrees to appoint Graubard Miller as agent for the service of
process in the



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April 22, 2005
Page 4

State of New York to receive, for the undersigned and on his behalf, service of
process in any Proceeding. If for any reason such agent is unable to act as
such, the undersigned will promptly notify the Company and EBC and appoint a
substitute agent acceptable to each of the Company and EBC within 30 days and
nothing in this letter will affect the right of either party to serve process in
any other manner permitted by law.

         12. As used herein, (i) a "Business Combination" shall mean an
acquisition by merger, capital stock exchange, asset or stock acquisition,
reorganization or otherwise, of an operating business; (ii) "Insiders" shall
mean all officers, directors and stockholders of the Company immediately prior
to the IPO; (iii) "Insider Shares" shall mean all of the shares of Common Stock
of the Company owned by an Insider prior to the IPO; and (iv) "IPO Shares" shall
mean the shares of Common Stock issued in the Company's IPO.


                                            Carl D. Harnick
                                            ---------------
                                            Print Name of Insider


                                            /s/ Carl D. Harnick
                                            -------------------
                                            Signature




EXHIBIT A

         Carl D. Harnick has served as vice president and chief financial
officer since our inception. Mr. Harnick has provided financial consulting
services to various organizations, including Alpine Capital, since October 1997.
From 1967 until September 1997, Mr. Harnick was a partner of Ernst & Young LLP
(as well as Arthur Young & Company). Mr. Harnick has served as a member of the
board of directors of CKX, Inc., a Nasdaq listed company engaged in the
ownership, development and commercial utilization of entertainment content,
since February 2005. Mr. Harnick is a trustee and treasurer of Prep for Prep, a
New York based charitable organization dedicated to enhancing the leadership
potential of highly motivated minority students. Mr. Harnick received a B.S.
(with honors) from Brooklyn College and an M.B.A. from Syracuse University.