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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EarlyBirdCapital, Inc.
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
commencing on the Effective Date, Alpine Capital LLC ("Related Party"), shall be
allowed to charge the Company $7,500 per month, representing an allocable share
of Related Party's overhead, to compensate it for the Company's use of Related
Party's offices, utilities and personnel. 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. Notwithstanding anything to the foregoing, nothing contained herein
shall prevent the Company from engaging in ordinary course banking transactions,
including maintaining bank accounts, with Alpine Capital Bank.

                  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.




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EarlyBirdCapital, Inc.
April 22, 2005
Page 3

                  8. The undersigned agrees to be Vice President, Controller and
Secretary 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
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, Controller and Secretary 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




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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 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.

                                                     Gregg H. Mayer
                                                     --------------
                                                     Print Name of Insider

                                                     /s/ Gregg H. Mayer
                                                     ------------------
                                                     Signature






EXHIBIT A

         Gregg H. Mayer has served as vice president, controller and secretary
since our inception. Mr. Mayer has been associated with Alpine Capital and its
affiliated entities since July 1998, currently as a vice president. From July
1996 to July 1998, Mr. Mayer served as an analyst at Dillon Read & Co., an
investment banking firm. Mr. Mayer received a B.B.A. from the University of
Michigan School of Business Administration.