exv4w5



 



Exhibit 4.5


	 	 	 	 	 
	Certificate No.

	 	Registration Date
	 	No. of Shares






CROSS SHORE ACQUISITION CORPORATION

(Incorporated in Delaware under the General Corporation Law of the State of Delaware)




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	COMMON STOCK
	 	ISIN:      USU1549T1098
	This is to certify that

	 	 	 	CUSIP:   U1549T 10 9
	 
	 	 	 	 
	Is/are the registered holder of	 	 





Common Stock, having par value of $0.0001 fully paid in Cross Shore Acquisition Corporation subject to
the Certificate of Incorporation and the By-laws of the Company



PRIOR TO INVESTING IN THE SECURITIES OR CONDUCTING ANY TRANSACTIONS IN THE SECURITIES, INVESTORS ARE ADVISED TO CONSULT PROFESSIONAL ADVISERS
REGARDING THE RESTRICTIONS ON TRANSFER SUMMARIZED BELOW AND ANY OTHER RESTRICTIONS.



THIS SECURITY(OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND IS A RESTRICTED SECURITY (AS DEFINED IN RULE 144 OF THE SECURITIES ACT).
THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. HEDGING TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE CONDUCTED DIRECTLY OR INDIRECTLY, UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A OR REGULATION S
THEREUNDER.



THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A (II) OUTSIDE OF THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT (III) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE,



THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS WHICH REQUIRE THAT IN ADDITION TO ANY CERTIFICATIONS REQUIRED FROM A TRANSFEROR AS SET FORTH ON THE REVERSE OF THIS CERTIFICATE, PRIOR TO THE EXPIRATION OF A DISTRIBUTION COMPLIANCE PERIOD OF AT LEAST ONE YEAR, THE TRANSFEREE CERTIFIES AS TO WHETHER OR NOT IT IS A U.S. PERSON WITHIN THE
MEANING OF REGULATION S AND MUST PROVIDE CERTAIN OTHER CERTIFICATIONS AND AGREEMENTS, PRIOR TO PERMITTING THE TRANSFER. THE COMPANY MAY REQUEST AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
TRANSFER IS TO BE EFFECTED IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT OR IS EXEMPT FROM REGISTRATION.




	 	 	 	 	 	 	 
	 

	 	Director
	 	Director
	 	 





No transfer of the shares (or any portion thereof) comprised in this certificate can be registered until this certificate has been lodged with the Company’s Registrars: Capita IRG (Offshore) Limited, Victoria Chambers, Liberation Square, 1/3 The Esplanade, St. Helier, Jersey JE2 3QA UK Transfer Agent: Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU




	 	 	 	 	 
	Certificate No.

	 	Lodging Agent Code
	 	 






CROSS SHORE ACQUISITION CORPORATION




To




 





Transfer Agent:

Capita Registrars

The Registry

34 Beckenham Road,

Beckenham, Kent BR3 4TU.

Telephone

               From UK:0870 162 3100

               From Overseas: +044) 208 639 2157

C984/01




 









 





This Common Stock Certificate and
the shares of common stock
represented hereby shall be held
subject to all of the provisions of
the Certificate of Incorporation and
the By-laws of the Company and any
amendments thereto, a copy of each
of which is on file at the office of
the Company and made a part hereof
as fully as though the provisions of
said Certificate of Incorporation
and By-laws were imprinted in full
on this Common Stock Certificate, to
all of which the holder of this
Common Stock Certificate, by
acceptance hereof, assents and
agrees to be bound. The Company
will furnish without charge to each
shareholder who so requests a copy
of the Certificate of Incorporation
and the By-laws of the Company.



In connection with any transfer of
this Common Stock Certificate to be
consummated prior to (i) the second
anniversary of the later of the date
the shares of Common Stock were
acquired from the Company or from an
affiliate of the Company (the “Two
Year 144 Anniversary”), if the
Holder has not been an affiliate of
the Company, or (ii) the later of
(x) the Two Year 144 Anniversary and
(y) three months after the Holder
ceases to be an affiliate, if the
Holder has been an affiliate of the
Company, the undersigned holder
certifies that (check one):




	 	 	 	 	 
	o

	 	(a)
	 	This Common Stock Certificate is being transferred to the Company.
	 
	 	 	 	 
	o

	 	(b)
	 	This Common Stock Certificate
is being transferred pursuant to an
effective registration statement
under the Securities Act and in
accordance with any applicable laws
of the United States and any state
of the United States.
	 
	 	 	 	 
	o

	 	(c)
	 	(i) This Common Stock
Certificate is being transferred in
an offshore transaction not subject
to the registration requirements of
the Securities Act, by virtue of
Regulation S thereunder; (ii) the
offer of the Common Stock was not
made to a person in the United
States; (iii)(A) at the time the
buy order was originated, the
Transferee was outside the United
States or the Holder and any person
acting on its behalf reasonably
believed that the Transferee was
outside the United States or (B) the
transaction is executed in, on or
through the facilities of the AIM
Marked operated by the London Stock
Exchange plc, an neither the Holder
nor any person acting on its behalf
knows that the transaction has been
pre-arranged with a buyer in the
United States: (iv) no directed
selling efforts have been made in
contravention of the requirement of
Regulation S; (v) the transaction is
not part of a plan or scheme to
evade the registration requirements
of the Securities Act; (vi) if
applicable, in the case of a
transfer by a Holder who is a dealer
or a person receiving a selling
concession, fee or other
remuneration in connection with such
transfer, such Holder has complied
with the additional conditions set
forth in Rule 904(b) of Regulation S,
and (vii) the Holder has complied
with all applicable additional
requirements imposed by Rule 903 of
Regulation S.
	 
	 	 	 	 
	o

	 	(d)
	 	This Common Stock Certificate
is being transferred pursuant to an
exemption from registration under
the Securities Act in compliance
with Rule 144, if applicable, under
the Securities Act and is in
accordance with applicable USstate
securities laws and in relation to
which the Holder has furnished to
the Company an opinion to such
effect from counsel of recognized
standing in form and substance
satisfactory to the Company prior to
such offer, sale, pledge or
transfer.
	 
	 	 	 	 
	o

	 	(e)
	 	This Common Stock Certificate
is being transferred to a person
whom the Holder reasonably believes
is a qualified institutional buyer
(as defined in Rule 144A under the
Securities Act) in a transaction
meeting the requirements of Rule
144A an is in accordance with
applicable US state securities laws.





In addition, in connection with any
transfer of this Common Stock
Certificate to be consummated prior
to one year after the later of (i)
the time when the shares of Common
Stock were first offered to persons
other than distributors in reliance
on Regulation S or (ii) the date of
closing of the offering of the
Common Stock, the undersigned Holder
certifies that (please check box):





	o	 	it has complied with all
additional requirements imposed by
Rule 903 of Regulation S, including
procuring a written declaration from
the transferee stating, among other
things, that (A) either (i) the
transferee is a US person and the
transaction is being conducted under
the exemption from registration
provided by Rule 144A under the
Securities Act or (ii) the
transferee is not a US person within
the meaning of Regulation S and (B)
the transferee agrees to be bound by
the provisions of Rule 903 of
Regulation S regarding resales and
hedging activities. A form of such
written declaration is available
from the Company’s Transfer Agent.




The Company may determine to extend
or shorten the certification periods
set forth above, or to modify the
form of the certificates, in each
case in accordance with applicable
law.



The Transfer Agent shall not be
obligated to register this Common
Stock Certificate in the name of any
person other than the Holder thereof
unless and until the conditions to
any such transfer or registration
set forth herein and on the face
hereof shall have been satisfied.




By:




Name:




Title:



The above signature shall not
constitute an endorsement of this
Common Certificate. Assignment and
transfer of this Common Stock
Certificate shall not be effected by
an endorsement on this certificate,
but by execution and deliver of a
separate stock transfer form, which
may be obtained from the Company’s
Transfer Agent.



Unless otherwise specified, terms
used in this certificate have the
meanings set forth in Regulation S.
Transferee and the Issuer are
entitled to rely upon this
certificate and are irrevocably
authorized to produce this
certificate or a copy hereof to any
interested party in any
administrative or legal proceeding
or official inquiry with respect to
the matters covered hereby.