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:

                  ASH 1999 Trust ("Trust"), a stockholder 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 10 hereof):

                  1. If the Company solicits approval of its stockholders of a
Business Combination, the Trust will vote all Insider Shares owned by it 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), Trust will vote
all Insider Shares owned by it in favor of the Company's decision to liquidate.
Each of Trust and each trustee or controlling person of Trust (each a "Control
Person") hereby waives any and all right, title, interest or claim of any kind
in or to any distribution of the Trust Fund (as defined in the Letter of Intent)
and any remaining net assets of the Company as a result of such liquidation with
respect to its Insider Shares ("Claim") and hereby waives any Claim either 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.

                  3. The Trust 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.

                  4. Neither the Trust, any Control Person, nor any affiliate of
the Trust or any Control Person ("Affiliate") 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 Trust 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.

                  5. Neither the Trust, any Control Person, nor any Affiliate
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.

                  6. The Trust will escrow its 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 Trust and an escrow agent
acceptable to the Company.

                  7. The Trust's Questionnaire furnished to the Company and EBC
and annexed as Exhibit A hereto is true and accurate in all respects. The Trust
represents and warrants that no Control Person:

     (a) is 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) 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 is not currently a defendant in any such criminal proceeding; and

     (c) 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.






                  8. The Trust has full right and power, without violating any
agreement by which it is bound, to enter into this letter agreement.

                  9. 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 Trust 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 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 Trust 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.

                  10. 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.


                                 ASH 1999 Trust
                                 ---------------------
                                 Print Name of Insider


                                 By: /s/ Oded Aboodi
                                 ---------------------
                                 Name: Oded Aboodi
                                 Title: Trustee