exv10w17



 





SHARE REPURCHASE AGREEMENT



Subject to the terms and conditions contained in this agreement (this “Agreement”), RESEARCH
PHARMACEUTICAL SERVICES, INC. F/K/A CROSS SHORE ACQUISITION CORPORATION, a Delaware corporation,
the “Company”), hereby purchases from PANGAEA ONE ACQUISITION HOLDINGS I, LLC ( “Stockholder”), and
Stockholder hereby sells to the Company, 750,000 shares (the “Shares”) of the Company’s common
stock for the cash purchase price of US$4.85 per Share for an aggregate purchase price of
US$3,637,500 (the “Purchase Price”).



Stockholder hereby represents and warrants to the Company that (i) Stockholder has the full power
and authority to enter into, execute, deliver and perform its obligations under this Agreement and
upon execution hereof, this Agreement shall be the binding obligation of Stockholder, (ii)
Stockholder is the record and beneficial owner of the Shares, (iii) Stockholder has good, valid and
marketable title to the Shares and the Shares will be transferred to the Company hereunder free and
clear of all liens, (iv) neither Stockholder nor its affiliates have entered into any contract,
commitment, agreement or arrangement (other than this Agreement) with any person or entity
entitling such other person or entity to purchase any or all of the Shares; and (v) neither the
execution and delivery of this Agreement, nor the consummation of the transactions contemplated
hereby, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order,
decree, ruling, charge, or other restriction of any governmental authority, court or securities
exchange, as the case may be, to which the Stockholder is subject, (b) violate any provision of the
charter, operating agreement or other governing documents of the Stockholder, or (c) conflict with,
result in a breach of, constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under
any contract to which the Stockholder or any of its parent, subsidiaries or affiliates is subject
(or result in the imposition of any lien upon any of its or any of its parent or subsidiaries’
assets).



The Company hereby represents and warrants to Stockholder that (i) the Company has the full power
and authority to enter into, execute, deliver and perform its obligations under this Agreement and
upon execution hereof, this Agreement shall be the binding obligation of the Company and (ii)
neither the execution and delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will (a) violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any governmental authority, court
or securities exchange, as the case may be, to which the Company is subject, (b) violate any
provision of the charter, bylaws or other governing documents of the Company, or (c) conflict with,
result in a breach of, constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under
any contract to which the Company or any of its subsidiaries or affiliates is subject (or result in
the imposition of any lien upon any of its or any of its subsidiaries’ assets). Immediately before
and after the consummation of the transactions contemplated by this Agreement, (A) the Company will
be solvent as such term is contemplated under applicable law and (B) the Company will have
sufficient surplus to pay the Purchase Price in accordance with the laws of the State of Delaware.
Except for disclosure under the rules of the AIM, the Company is not required to give any notice
to, make any filing with, or obtain any authorization, consent, or approval of any governmental
authority in order for the parties to consummate the transactions contemplated by this Agreement.



The Parties each agree that this Agreement, the terms and conditions of this Agreement and the
discussions surrounding the execution and delivery of this Agreement shall be deemed confidential
information and shall not be disclosed or otherwise disseminated by the Parties,
except as otherwise required by applicable law or rules of an applicable exchange, market or
regulatory authority.



Upon execution of this Agreement by the Parties and simultaneously with the delivery by Stockholder
to Capita Registrars, the Company’s registrar (the “Registrar”), of the Closing Documents (as
hereinafter




 









 







defined) (with a copy to be furnished simultaneously to the Company), the Company shall pay the
Purchase Price to Stockholder by wire transfer of immediately available funds to the following
account :



Bank Name: JP Morgan Chase

Bank Address: 1166 Avenue of the Americas, New York, NY 10036

ABA #: [          ]

Account Name: [          ]

Account Number: [          ]



Contemporaneously with the execution and delivery of this Agreement, Stockholder shall (i) execute
and deliver to the Registrar a stock power for the Shares in the form attached hereto as Exhibit A,
(ii) deliver to the Registrar the stock certificate representing the Shares, and (iii) enter into,
execute and deliver a stock transfer form to transfer the record ownership of the Shares from
Stockholder to the Company, in the form attached hereto as Exhibit B (collectively, the “Closing
Documents”).



From and after the payment by the Company to Stockholder of the Purchase Price, Stockholder shall
have no further ownership interest in or any other rights in or to the Shares.



This Agreement shall be governed by the laws of the State of Delaware. This Agreement sets forth
the entire agreement among the parties and their affiliates with respect to the subject matter
hereof and shall supersede all prior and contemporaneous communications, agreements and
understandings, written or oral, with respect thereto. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by the parties hereto.
This Agreement may be executed in counterparts and may be executed by facsimile or electronic
copies and such copies shall be treated as originally executed. The parties each agree to execute
such further documents and perform and do such further acts and things following the closing of the
transactions contemplated by this Agreement as the other party may reasonably request in writing in
order to carry the provisions of this Agreement into full force and effect. The costs and expenses
incurred in carrying out any such request shall be paid by the party making the request.




     IN WITNESS WHEREOF, the Parties hereto have executed this Share Repurchase Agreement as of the
dates set forth below.



	 	 	 	 	 
	 	RESEARCH PHARMACEUTICAL SERVICES, INC.

 	 
	 	By:  	/s/ Daniel M. Perlman
 	 
	 	 	Name:  	Daniel M. Perlman  	 
	 	 	Title:  	CEO 	 
	 	 	Date: 	October 4, 2007 	 
	 
	 	PANGAEA ONE ACQUISITION HOLDINGS I, LLC

 	 
	 	By:  	/s/ Peter Yu
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Date: 	October 4, 2007 	 
	 




-2-











 





Exhibit A




FOR VALUE RECEIVED, Pangaea One Acquisition Holdings I, LLC




hereby sells, assigns and transfers unto



PLEASE INSERT SOCIAL

SECURITY OR OTHER

TAXPAYER IDENTIFYING

NUMBER OF ASSIGNEE




 20-4322769                   
   ReSearch Pharmaceutical Services, Inc.



750,000 shares of common stock of ReSearch Pharmaceutical Services, Inc., standing in its name on
the books of said corporation represented by Certificate No. A00317 and does hereby irrevocably
constitute and appoint Capita IRG Plc to transfer the said stock on the books of the said
corporation with full power of substitution in the premises. Certificate A00317 represents
2,200,000 shares and so the transferor hereby requests that the balance shares be returned to the
transferor by means of a new certificate representing 1,450,000 shares.




Dated as of October 4, 2007




	 	 	 	 	 
	 	Pangaea One Acquisition Holdings I, LLC

 	 
	 	By:  	/s/ Paul Hong
 	 
	 	 	Name:  	Paul Hong  	 
	 	 	Title:  	Assistant Secretary 	 
	 



IN THE PRESENCE OF




                                                                  
              



NOTE: The signature(s) of the assignor(s) must correspond exactly with the name(s) appearing on the
certificate. Transfer Agents may require that the signature(s) of the assignor(s) must be
guaranteed by a commercial bank, trust company or member firm of the Stock Exchange.





-3-









 








Exhibit B





-4-