exv4w6



 





Exhibit 4.6



	 	 	 	 	 
	Certificate No.

	 	Registration Date
	 	No. of Warrants






CROSS SHORE ACQUISITION CORPORATION

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




	 	 	 	 	 
	 

	 	WARRANTS
	 	ISIN:           USU1549T1171
	This is to certify that

	 	 	 	CUSIP:      U1549T 11 7
	 
	 	 	 	 
	Is/are the registered holder of
	 	 	 	 





Warrant to subscribe for Common Stock having a 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 and the Warrant Agreement.
The exercise price of the Warrants is $5.00 subject to adjustment as described in the Warrant Agreement, and the Warrants expire on April 25, 2010. The
Warrant Agreement can be viewed at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, U.S.



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.



WARRANTS MAY ONLY BE EXERCISED FOLLOWING COMPLIANCE WITH THE CERTIFICATION AND OPINION REQUIREMENTS OF CATEGORY’S OF REGULATION S, REGARDLESS OF
WHETHER THE WARRANTS WERE ACQUIRED PURSUANT TO REGULATION S. SHARES ISSUED UPON EXERCISE OF WARRANTS WILL BE RESTRICTED SECURITIES AND WILL BE
ISSUED ONLY IN CERTIFICATED FORM





	 	 	 	 	 
	 

	 	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




C984/90




 









 




The shares underlying this Warrant Certificate shall be held
(pending exercise of this Warrant Certificate) 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 Warrant Certificate, to
all of which the holder of this Warrant 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 Warrant Certificate to be
consummated prior to (i) the second anniversary of the later of the
date the Warrants 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 Warrant Certificate is being transferred to the Company.
	 
	o	 	(b) This Warrant 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 Warrant 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 Warrants 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 Warrant 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 US state 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 Warrant 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.






	o	 	(b) This Warrant
Certificate is
being transferred
pursuant to a
person who is a
Founder (as such
term is defined in
the Warrant
Agreement), or an
entity controlled
by a Founder, who
is purchasing the
Warrants in a
transaction exempt
from registration
not involving a
public offering.




In addition, in
connection with any
transfer of this
Warrant Certificate
to be consummated
prior to one year
after the later of
(i) the time when
the Warrants were
first offered to
persons other than
distributors in
reliance on
Regulation S or
(ii) the date of
closing of the
offering of the
Warrants, 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 exercise of the
Warrant Certificate
must be in
accordance with the
procedures
implemented by the
Company to ensure
that the Warrants
are not exercised
in the U.S. and
that the Common
Shares underlying
the Warrants are
not delivered
within the United
States upon
exercise, other
than in offerings
in accordance with
Regulation S, or
unless registered
under the
Securities Act, or
exempt from such
registration.
These procedures
included delivery
of an Exercise
Notice. If you do
not have a form of
Exercise Notice,
please contact the
Transfer Agent.



The Transfer Agent
shall not be
obligated to
register this
Warrant 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
Warrant
Certificate.
Assignment and
transfer of this
Warrant 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.