exv4w9



 





Exhibit 4.9




UNIT PURCHASE OPTION




FOR THE PURCHASE OF




933,333 UNITS




OF




CROSS SHORE ACQUISITION CORPORATION




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TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 	 	 
	1.	 	Purchase Option	 	 	1	 
	2.	 	Exercise	 	 	2	 
	 	 	2.1	 	Exercise Form	 	 	2	 
	 	 	2.2	 	Legend	 	 	2	 
	 	 	2.3	 	Cashless Exercise	 	 	2	 
	 
	 	 	 	2.3.1	 	Cashless Exercise	 	 	2	 
	 
	 	 	 	2.3.2	 	Mechanics of Cashless Exercise	 	 	2	 
	 	 	2.4	 	Mandatory Exercise	 	 	2	 
	 	 	2.5	 	Reduction in Option Shares upon Liquidation of Trust Fund	 	 	3	 
	3.	 	Transfer	 	 	3	 
	 	 	3.1	 	General Restrictions	 	 	3	 
	 	 	3.2	 	Restrictions Imposed by the Securities Act	 	 	3	 
	4.	 	New Purchase Options to be Issued	 	 	3	 
	 	 	4.1	 	Partial Exercise or Transfer	 	 	3	 
	 	 	4.2	 	Lost Certificate	 	 	3	 
	5.	 	Adjustments	 	 	3	 
	 	 	5.1	 	Adjustments to Exercise Price and Number of Securities	 	 	3	 
	 
	 	 	 	5.1.1	 	Share Dividends - Subdivisions	 	 	4	 
	 
	 	 	 	5.1.2	 	Aggregation of Shares	 	 	4	 
	 
	 	 	 	5.1.3	 	Replacement of Securities upon Reorganization, etc	 	 	4	 
	 
	 	 	 	5.1.4	 	Notice of Changes in Purchase Option	 	 	4	 
	 
	 	 	 	5.1.5	 	Changes in Form of Purchase Option	 	 	4	 
	 	 	5.2	 	Elimination of Fractional Interests	 	 	5	 
	6.	 	Reservation	 	 	5	 
	7.	 	Certain Notice Requirements	 	 	5	 
	 	 	7.1	 	Holder’s Right to Receive Notice	 	 	5	 
	 	 	7.2	 	Events Requiring Notice	 	 	5	 
	 	 	7.3	 	Notice of Change in Exercise Price	 	 	5	 
	 	 	7.4	 	Transmittal of Notices	 	 	5	 
	8.	 	Miscellaneous	 	 	6	 






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	 	 	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	8.1	 	Amendments	 	 	6	 
	 	 	8.2	 	Headings	 	 	6	 
	9.	 	Entire Agreement	 	 	6	 
	 	 	9.1	 	Binding Effect	 	 	6	 
	 	 	9.2	 	Governing Law	 	 	6	 
	 	 	9.3	 	Arbitration; Submission to Jurisdiction	 	 	6	 
	 	 	9.4	 	Waiver, Etc	 	 	7	 
	 	 	9.5	 	Execution in Counterparts	 	 	7	 
	 	 	9.6	 	Exchange Agreement	 	 	7	 
	 	 	9.7	 	Registration Rights	 	 	7	 







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THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF,
AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION
EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION
AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS
PURCHASE OPTION TO ANYONE OTHER THAN SUNRISE SECURITIES CORP. (“SUNRISE”),
ANY PLACEMENT AGENT PARTICIPATING IN THE OFFERING OF THE UNITS (DEFINED
BELOW) OR THEIR BONA FIDE OFFICERS OR PARTNERS, OR TO AN EMPLOYEE OF
SUNRISE, OR A FAMILY MEMBER OF AN OFFICER OR DIRECTOR OF SUNRISE OR TO A
CHARITABLE ORGANIZATION (DEFINED BELOW).



THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE EARLIER OF (I) THE
CONSUMMATION BY CROSS SHORE ACQUISITION CORPORATION OF A QUALIFIED BUSINESS
COMBINATION (DEFINED BELOW) AND (II) IF A BUSINESS COMBINATION HAS OCCURRED
BUT A QUALIFIED BUSINESS COMBINATION HAS NOT OCCURRED, THE QUALIFIED
BUSINESS COMBINATION DEADLINE (DEFINED BELOW). VOID AFTER 5:00 P.M EASTERN
TIME ON THE DATE THAT IS FOUR YEARS LESS ONE DAY FROM THE ADMISSION DATE
(DEFINED BELOW).




UNIT PURCHASE OPTION




FOR THE PURCHASE OF




933,333 UNITS




OF




CROSS SHORE ACQUISITION CORPORATION





	1.	 	Purchase Option.






     THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of
                     (the “Holder”), as registered owner of this Purchase Option, to Cross Shore
Acquisition Corporation (“Company”), the Holder is entitled, at any time or
from time to time upon the earlier of (i) the consummation by the Company
of a Business Combination (as defined in the Offering Circular) which, when
combined with all of the Company’s previous Business Combinations, has an
aggregate transaction value of at least 50 % of the initial amount held in
trust immediately following the end of the Stabilization Period (as defined
in the Offering Circular) (a “Qualified Business Combination”), or (ii) if
a Business Combination has occurred but a Qualified Business Combination
has not occurred, the date that is (A) 12 months from the Admission Date
(defined below) (or the date which is 18 months from the Admission Date if,
within such 12 month period, the Company has signed a letter of intent,
agreement in principle or definitive agreement in respect of a proposed
Business Combination) or (B) an extended date approved by a majority of
the Company’s New Shareholders (as defined in the Offering Circular) (the
date in any of these circumstances, the “Qualified Business Combination
Deadline”) (the date in (i) or (ii) above, the “Commencement Date”), and at
or before 5:00 p.m., Eastern Time on the date that is four years less one
day from the Admission Date (“Expiration Date”), but not thereafter, to
subscribe for, purchase and receive, in whole or in part, up to nine
hundred thirty three thousand three hundred thirty three (933,333) units
(“Unit(s)”) of the Company, each Unit consisting of one share of the
Company’s common stock, par value $.0001 per share (“Share(s)”), and two
warrants (“Warrant(s)”) expiring four years from the date (the “Admission
Date”) on which the Shares and Warrants are admitted for trading on AIM, a
market operated by the London Stock Exchange plc (“AIM”). Each Warrant is
identical to the warrants included in the Units being registered for sale
to the investors by way of the Company’s offering circular, to be dated on
or about the date hereof (the “Offering Circular”). If the Expiration Date
is a day on which banking institutions are authorized by law to close, then
this Purchase Option may be exercised on the next succeeding day which is
not such a day in accordance with the terms herein. During the period
ending on the Expiration Date, the Company agrees not to take any action
that would terminate the Purchase Option. This Purchase Option is initially
exercisable at $6.60 per Unit so purchased; provided, however, that upon
the occurrence of any of the events specified in Section 5 hereof, the
rights granted by this Purchase Option, including the exercise price per
Unit and the number of Units (and Shares and Warrants) to be received upon
such exercise, shall be adjusted as therein specified. The term “Exercise
Price” shall mean the initial exercise price or the adjusted exercise
price, depending on the context.



 









 






	2.	 	Exercise.






     2.1 Exercise Form. In order to exercise this Purchase Option,
the exercise form attached hereto must be duly executed and completed and
delivered to the Company, together with this Purchase Option and payment of
the Exercise Price for the Units being purchased payable in cash or by
certified check or official bank check. If the subscription rights
represented hereby shall not be exercised at or before 5:00 p.m., Eastern
time, on the Expiration Date, this Purchase Option shall become and be void
without further force or effect, and all rights represented hereby shall
cease and expire.



     2.2 Legend. Each certificate for the securities purchased
under this Purchase Option shall bear a legend substantially as follows (or
in such other form as shall be agreed between the Company and Sunrise)
unless such securities have been registered under the Securities Act of
1933, as amended (“Securities Act”):-




“The securities represented by this certificate have not
been registered under the Securities Act of 1933, as
amended (“Securities Act”) or applicable state law. The
securities may not be offered for sale, sold or otherwise
transferred except pursuant to an effective registration
statement under the Securities Act, or pursuant to an
exemption from registration under the Securities Act and
applicable state law.”



     2.3 Cashless Exercise.



          2.3.1 Cashless Exercise. In lieu of the payment of the
Exercise Price multiplied by the number of Units for which this Purchase
Option is exercisable (and in lieu of being entitled to receive Shares and
Warrants) in the manner required by Clause 2.1, the Holder shall have the
right (the “Cashless Exercise Right”) (but not the obligation) to convert
any exercisable but unexercised portion of this Purchase Option into Units
(“Conversion Right”) as follows: upon exercise of the Conversion Right, the
Company shall deliver to the Holder (without payment
by the Holder of any of the Exercise Price in cash) that number of
Units (or that number of Shares and Warrants comprising that number of
Units) equal to the quotient obtained by dividing (x) the “Value” (as
defined below) of the portion of the Purchase Option being converted by (y)
the “Current Market Value” (as defined below) of the portion of the
Purchase Option being converted. The “Value” of the portion of the Purchase
Option being converted shall equal the remainder derived from subtracting
(a) (i) the Exercise Price multiplied by (ii) the number of Units
underlying the portion of the Purchase Option being converted from (b) the
Current Market Value of a Unit multiplied by the number of Units underlying
the portion of the Purchase Option being converted. As used herein, the
“Current Market Value” per Unit at any date means the Current Market Price
of the Shares plus the product of (x) the Current Market Price of the
Warrants and (y) the number of Shares underlying the Warrants included in
one Unit. The “Current Market Price” shall mean (i) if the Shares (or
Warrants, as the case may be) are listed on AIM, the average of the reported
last independent bid price of the Shares (or Warrants, as the case may be)
as reported by AIM for the ten (10) trading days ending on the third
business day preceding the date in question; or (ii) if the fair market
value of the Shares (or Warrants, as the case may be) cannot be determined
pursuant to subsection (i) above, such price as the board of directors of
the Company shall determine, in good faith.




          2.3.2 Mechanics of Cashless Exercise. The Cashless Exercise
Right may be exercised by the Holder on any business day on or after the
Commencement Date and not later than the Expiration Date by delivering the
Purchase Option with the duly executed exercise form attached hereto as
Exhibit A with the cashless exercise section completed to the Company,
specifying the total number of Units the Holder will purchase pursuant to
such Cashless Exercise Right.




     2.4 Mandatory Exercise. Notwithstanding any other provision
hereof, in the event that the Company shall call the Warrants for redemption
pursuant to Section 6 of that certain warrant deed, dated on or about the
date hereof, between the Company and Capita IRG (Offshore) Limited, as
warrant agent, the Holder shall be required, prior to the date of redemption
set forth in the notice of redemption (which notice shall be provided to the
Holder at the same time it is provided to the registered holders of the
Warrants), to exercise any unexercised portion of this Purchase Option in
accordance with the provisions of this Section 2, and the Warrants issued
upon such exercise shall be subject to the call for redemption upon the same
terms as all of the other outstanding Warrants. On and after the redemption
date, the Holder of the Warrants underlying this Purchase Option shall have
no further rights except to receive, upon surrender of the Warrants, the
redemption price of $0.0001 per Warrant.



2









 





     2.5 Reduction in Option Shares upon Liquidation of Trust Fund.
In the event that (i) the Company has completed a Business Combination but
fails to complete a Qualified Business Combination by the Qualified
Business Combination Deadline and the Shares are repurchased as more fully
described in the Offering Circular and (ii) the Current Market Value of a
Unit exceeds $6.60, the number of Shares underlying this Purchase Option
(the “Option Shares”) shall be reduced, such that the number of Option
Shares immediately following such repurchase shall equal the number of
shares of Option Shares immediately prior to such repurchase multiplied by
a fraction, the numerator of which shall be the number of Shares held by
the New Shareholders that are not eligible for repurchase by the Company,
and the denominator of which is the total number of Shares held by the New
Shareholders immediately prior to such repurchase.




	3.	 	Transfer.






     3.1 General Restrictions. The Holder, by its acceptance
hereof, agrees that it will not sell, transfer, assign, pledge or
hypothecate this Purchase Option to anyone other than (i) any placement
agent participating in the offering of Shares and Warrants contemplated by
the Offering Circular (or a bona fide officer or partner thereof), (ii) an
employee of Sunrise, (iii) any family member of an officer, director or
shareholder of Sunrise or (iv) an entity exempt from federal income tax
under section 501(c)(3) of the United States Internal Revenue Code, as is
now in effect or may hereafter be amended, or the corresponding provision
of any future United States federal tax code (a “Charitable
Organization”),
and subject to compliance with or exemptions from, applicable securities
laws.



     3.2 Restrictions Imposed by the Securities Act. The securities
evidenced by this Purchase Option shall not be transferred unless the
Company shall, in its sole reasonable discretion, be satisfied that the
transfer procedures for purchasers and sellers have been followed,
including, without limitation, (i) its receipt of a written certification
from the holder that it is a qualified institutional buyer and understands
that the Warrants and Shares to be issued upon exercise of this Purchase
Option have not been registered under the Securities Act or (ii) the holder
supplying an opinion of counsel that such Warrants and Shares are exempt
from registration under the Securities Act, and, in either case, (iii) the
holder agreeing that (x) such Shares will be subject to certain
restrictions on transfer, (y) a new holding period for the Shares issued
upon exchange of such Warrant, for the purposes of Rule 144 under the
Securities Act, will commence upon issue of such Shares and (z) its
acquisition of Shares was not solicited by any form of general solicitation
or general advertising and that it has been given access to information
sufficient to permit it to make an informed decision as to whether to
incest in the Shares.




	4.	 	New Purchase Options to be
Issued,






     4.1 Partial Exercise or Transfer. Subject to the restrictions
in Section 3 hereof, this Purchase Option may be exercised or assigned (in
accordance with Clause 3 above) in whole or in part. In the event of the
exercise or assignment hereof (in accordance with Clause 3 above) in part
only, upon surrender of this Purchase Option for cancellation, together
with the duly executed exercise or assignment form and funds sufficient to
pay any Exercise Price and/or transfer or other duties or tax, the Company
shall cause to be delivered to the Holder without charge a new Purchase
Option of like tenor to this Purchase Option in the name of the Holder
evidencing the right of the Holder to purchase the number of Units
purchasable hereunder as to which this Purchase Option has not been
exercised or assigned.



     4.2 Lost Certificate. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Purchase Option and upon being indemnified to its satisfaction, the Company
shall execute and deliver a new Purchase Option of like tenor and date. Any
such new Purchase Option executed and delivered as a result of such loss,
theft, mutilation or destruction shall constitute a substitute contractual
obligation on the part of the Company.




	5.	 	Adjustments.






     5.1 Adjustments to Exercise Price and Number of Securities.
The Exercise Price and the number of Units underlying the Purchase Option
shall be subject to adjustment from time to time as hereinafter set forth:




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          5.1.1 Share Dividends — Subdivisions. If after the date hereof, and
subject to the provisions of Section 5.2 below, the number of outstanding
Shares is increased by a share dividend payable in Shares or by a subdivision of
Shares or other similar event, then, on the effective date of such share
dividend, subdivision or similar event, the number of Shares underlying each of
the Units purchasable hereunder shall be increased in proportion to such
increase in outstanding shares. In such case, the number of Shares, and the
exercise price applicable thereto, underlying the Warrants underlying each of
the Units purchasable hereunder shall be adjusted in accordance with the terms
of the Warrants. For example, if the Company declares a two-for-one share
dividend and at the time of such dividend this Purchase Option is for the
purchase of one Unit at $6.60 per whole Unit (each Warrant underlying the Units
is exercisable for $5.00 per share), upon effectiveness of the dividend, this
Purchase Option will be adjusted to allow for the purchase of one Unit at $6.60
per Unit, each Unit entitling the holder to receive two Shares and two Warrants
(each Warrant exercisable for two Shares at $2.50 per share).



          5.1.2 Aggregation of Shares. If after the date hereof, and subject
to the provisions of Section 5.2, the number of outstanding Shares is decreased
by a consolidation, combination, reverse share-split, reclassification of Shares
or other similar event, then, on the effective date thereof, the number of
Shares underlying each of the Units purchasable hereunder shall be decreased in
proportion to such decrease in outstanding Shares. In such case, the number of
Shares, and the exercise price applicable thereto, underlying the Warrants
underlying each of the Units purchasable hereunder shall be adjusted in
accordance with the terms of the Warrants. For example, if the Company declares
a one-for-two reverse share split and at the time of such share split this
Purchase Option is for the purchase of one Unit at $6.60 per whole Unit (with
each Warrant underlying the Units being exercisable for $5.00 per share), upon
effectiveness of the reverse stock split, this Purchase Option will be adjusted
to allow for the purchase of one Unit at $6.60 per Unit, each Unit entitling the
holder to receive one half of one Share and one Warrant (such Warrant being
exercisable for $10.00 per share).



          5.1.3 Replacement of Securities upon Reorganization, etc. In case
of any reclassification or reorganization of the outstanding Shares other than a
change covered by Section 5.1.1 or 5.1.2 hereof or that solely affects the par
value of such Shares, or in the case of any merger or consolidation of the
Company with or into another corporation (other than a consolidation or merger
in which the Company is the continuing corporation and that does not result in
any reclassification or reorganization of the outstanding Shares), or in the
case of any sale or conveyance to another corporation or entity of the property
of the Company as an entirety or substantially as an entirety in connection with
which the Company is dissolved, the Holder shall have the right thereafter
(until the expiration of the right of exercise of this Purchase Option), upon
the terms and conditions specified in the Purchase Option and in lieu of the
Shares and Warrants of the Company immediately theretofore purchaseable and
receivable upon the exercise of the rights represented thereby, the kind and
amount of shares or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that (i) the Holder of the
number of Shares of the Company obtainable upon exercise of this Purchase Option
would have received immediately prior to such event and (ii) the holder of the
Warrants of the Company obtainable upon exercise of this Purchase Option would
have received upon exercise of such Warrant immediately prior to such event. If
any reclassification also results in a change in Shares covered by Section 5.1.1
or 5.1.2, then such adjustment shall be made pursuant to Sections 5.1.1, 5.1.2
and this Section 5.1.3 The provisions of this Section 5.1.3 shall similarly
apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.



          5.1.4 Notice of Changes in Purchase Option. Upon every adjustment
of the Exercise Price or the number of Shares or Warrants to be issued upon
exercise of this Purchase Option, the Company shall as soon as reasonably
practicable give notice thereof to the Holder which notice shall state the
Exercise Price resulting from such adjustment and the increase or decrease, if
any, in the number of Shares this Purchase Option and the number of Shares
issuable upon exercise of the Warrants underlying this Purchase Option, setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. Upon the occurrence of any event specified in
Sections 5.1.1, 5.1.2 or 5.1.3 then, in any such event, the Company shall give
written notice to the Holder, at the last address set forth for the Holder, of
the record date or the effective date of the event. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such event.



          5.1.5 Changes in Form of Purchase Option. This form of Purchase
Option need not be changed because of any change to the terms of this Purchase
Option pursuant to this Section 5. The acceptance by the Holder of such new
terms shall not be deemed to waive any rights to an adjustment occurring after
the Commencement



4









 




Date or the computation thereof. However, the Company may at any time in its
sole discretion make any change in the form of the Purchase Option that the
Company may reasonably deem appropriate and that does not affect the substance
thereof.



     5.2 Elimination of Fractional Interests. The Company shall not be
required to issue certificates representing fractions of Shares or Warrants upon
the exercise of the Purchase Option, nor shall it be required to issue scrip or
pay cash in lieu of any fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction down
to the nearest whole number of Warrants, Shares or other securities, properties
or rights.


6. Reservation. The Company shall at all times reserve and keep
available out of its authorized Shares, solely for the purpose of issuance upon
exercise of this Purchase Option or the Warrants underlying this Purchase
Option, such number of Shares or other securities, properties or rights as shall
be issuable upon the exercise thereof. The Company covenants and agrees that,
upon exercise of this Purchase Option and payment of the Exercise Price
therefor, all Shares and other securities issuable upon such exercise shall be
duly and validly issued, fully paid and non-assessable and not subject to
preemptive rights of any shareholder. The Company further covenants and agrees
that upon exercise of the Warrants underlying this Purchase Option and payment
of the respective Warrant exercise price therefor, all Shares and other
securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any shareholder.



7. Certain Notice Requirements.


     7.1 Holder’s Right to Receive Notice. Nothing herein shall be
construed as conferring upon the Holder the right to vote or consent as a
shareholder for the election of directors or any other matter, or as having any
rights whatsoever as a shareholder of the Company. If, however, at any time
prior to the expiration of the Purchase Option and its exercise, any of the
events described in Section 7.2 shall occur, then, in one or more of said
events, the Company shall give written notice of such event at least fifteen
days prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the shareholders entitled to such
dividend, distribution, conversion or exchange of securities or subscription
rights, or entitled to vote on such proposed dissolution, liquidation, winding
up or sale. Such notice shall specify such record date or the date of the
closing of the transfer books, as the case may be. Notwithstanding the
foregoing, the Company shall deliver to the Holder a copy of each notice given
to the other shareholders of the Company at the same time and in the same manner
that such notice is given to the shareholders.



     7.2 Events Requiring Notice. The Company shall be required to give
the notice described in this Section 7 upon one or more of the following events:
(i) if the Company shall take a record of the holders of its Shares for the
purpose of entitling them to receive a dividend or distribution payable
otherwise than in cash, or a cash dividend or distribution payable otherwise
than out of retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Company, or (ii) the Company shall
offer to all the holders of its Shares any additional capital stock of the
Company or securities convertible into or exchangeable for capital stock of the
Company, or any option, right or warrant to subscribe therefor, or (iii) a
dissolution, liquidation or winding up of the Company (other than in connection
with a consolidation or merger) or a sale of all or substantially all of its
property, assets and business shall be proposed.



     7.3 Notice of Change in Exercise Price. The Company shall, promptly
after an event requiring a change in the Exercise Price pursuant to Section 5
hereof, send notice to the Holder of such event and change
(“Price Notice”). The
Price Notice shall describe the event causing the change and the method of
calculating same and shall be certified as being true and accurate by the
Company’s Chairman and Chief Executive Officer.



     7.4 Transmittal of Notices. All notices, requests, consents and
other communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made when hand delivered, or mailed by express mail or
private courier service: if to the Company, to the following address or to such
other address as the Company may designate by notice to the Holder:



Cross Shore Acquisition Corporation

Corporation Trust Center


5









 





1209 Orange Street

City of Wilmington
County of New Castle
Delaware 19801
Attn: Dennis Smith


     if to the Holder, to the following address or to such other address as
Sunrise may designate by notice to the Company:


Sunrise Securities Corp.

641 Lexington Avenue
New York, NY 10022
Attn: President

8. Miscellaneous.


     8.1 Amendments. The Company and the Holder may from time to time
supplement or amend this Purchase Option.



     8.2 Headings. The headings contained herein are for the sole
purpose of convenience of reference, and shall not in any way limit or affect
the meaning or interpretation of any of the terms or provisions of this Purchase
Option.


9. Entire Agreement. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with
this Purchase Option) constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof, and supersedes all prior
agreements and understandings of the parties, oral and written, with respect
to the subject matter hereof.


     9.1 Binding Effect. This Purchase Option shall inure solely to the
benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representative and assigns,
and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Purchase
Option or any provisions herein contained.



     9.2 Governing Law. This Purchase Option 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 laws.



     9.3 Arbitration; Submission to Jurisdiction. The Company hereby
agrees that any action, proceeding or claim against it arising out of, or
relating in any way to this Purchase Option shall be resolved by a binding
arbitration, to be held in New York, New York at the offices of the
International Chamber of Commerce (“ICC”), under the Rules of Conciliation and
Arbitration of the International Chamber of Commerce then in effect
(the “ICC
Rules”). The arbitration provided for hereunder will be undertaken by a single
arbitrator, jointly appointed by the Company and the Holder and if they are
unable to agree on an arbitrator, then the arbitrator shall be selected by the
manager of the ICC office in New York in accordance with the ICC Rules, provided
that such arbitrator shall be qualified to practice law in the State of New
York. Each party shall bear its own expenses incurred in connection with
arbitration and the fees and expenses of the arbitrator shall be shared equally
by the parties involved in the dispute and advanced by them from time to time as
required. The arbitrator shall render their final award within sixty (60) days,
subject to extension by the arbitrator upon substantial justification shown of
extraordinary circumstances, following conclusion of the hearing and any
required post-hearing briefing or other proceedings ordered by the arbitrator,
Any discovery in connection with arbitration hereunder shall be limited to
information directly relevant to the controversy or claim in arbitration. The
arbitrator will state the factual and legal basis for the award. The decision of
the arbitrator in any such proceeding will be final and binding and not subject
to judicial review and final judgment may be entered upon such an award in any
court of competent jurisdiction, but entry of such judgment will not be required
to make such award effective. The Company and the Holder hereby agree that any
action against either party ancillary to arbitration pursuant to this Section
9.3 (as determined by the arbitrator),



6









 




including any action for provisional or conservatory measures or action to
enforce an arbitration award or any judgment entered by any court in respect of
any thereof shall be brought and enforced in the courts of the State of New York
or of the United States of America for the Southern District of New York, and
irrevocably submit to such jurisdiction, which jurisdiction shall be exclusive.
The Company and the Holder hereby waive any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Any process
or summons to be served upon the Company and the Holder may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section
7 hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon either party in any action, proceeding or claim. The Company and
the Holder agree that the prevailing party(ies) in any such action shall be
entitled to recover from the other party(ies) all of its reasonable attorneys’
fees and expenses relating to such action or proceeding and/or incurred in
connection with the preparation therefor.



     9.4 Waiver. Etc. The failure of the Company or the Holder to at any
time enforce any of the provisions of this Purchase Option shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the
validity of this Purchase Option or any provision hereof or the right of the
Company or the Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this Purchase Option shall be effective unless set forth
in a written instrument executed by the party or parties against whom or which
enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.



     9.5 Execution in Counterparts. This Purchase Option may be executed
in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement, and shall become
effective when one or more counterparts has been signed by each of the parties
hereto and delivered to each of the other parties hereto.



     9.6 Exchange Agreement. As a condition of the Holder’s receipt and
acceptance of this Purchase Option, the Holder agrees that, at any time prior to
the complete exercise of this Purchase Option by the Holder, if the Company and
the Holder enter into an agreement (“Exchange
Agreement”) pursuant to which they
agree that all outstanding Purchase Options will be exchanged for securities or
cash or a combination of both, then the Holder shall agree to such exchange and
become a party to the Exchange Agreement.



     9.7 Registration Rights. The Holder of this Purchase Option or
securities acquired upon the exercise of this Purchase Option shall be entitled
to the same registration rights with respect to the Shares underlying this
Purchase Option, including the Shares underlying the Warrants assumable upon
exercise of this Purchase Option, as the investors in the Units have pursuant to
an investor rights agreement between the Company, Sunrise and Collins Stewart
Limited.



7









 





     IN WITNESS WHEREOF, the Company has caused this Purchase Option to be
signed by its duly authorized officer as of the 24 day of April 2006.



	 	 	 	 	 
	 	CROSS SHORE ACQUISITION CORPORATION
 	 
	 	By:  	/s/ Dennis Smith 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


8









 





Form to be used to exercise Purchase Option:


[COMPANY]
[ADDRESS]


Date:       
              , 200   



     [If not making cashless exercise] The undersigned hereby elects irrevocably
to exercise all or a portion of the units within the Purchase Option and to
purchase            Units of Cross Shore
Acquisition Corporation and hereby makes payment of $         
            (at the rate of
$               
      per Unit) in payment of the Exercise Price pursuant
thereto.



     [If making cashless
exercise] The undersigned hereby elects irrevocably to
exercise all or a portion of the units within the Purchase Option utilizing the
cashless exercise related to            Units of Cross Shore
Acquisition Corporation. The average closing price of the stock for the previous twenty trading days as of
[date] was $          /share and the average closing price of the warrants for the
previous twenty trading days as of such data was $          
/warrant, implying the
issuance of                 shares
of stock and                 warrants.



     Please issue the Shares and Warrants as to which this Purchase Option is
exercised in accordance with the instructions given below.



	 	 	 	 	 
	 

	 	 
Signature
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 
Signature Guaranteed	 	 




INSTRUCTIONS FOR REGISTRATION OF SECURITIES




	 	 	 	 	 	 	 
	Name 
	 	 	 	 	 
	 	 	 
(Print in Block Letters)
	 	 
	 
	 	 	 	 	 	 
	Address 	 	 	 	 
	 
	 	 	 
	 	 




     NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE WITHIN PURCHASE OPTION IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A
BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY OR BY A FIRM HAVING
MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.