exv4w2



 





Exhibit 4.2




Investor Rights Agreement




Dated as of April 24, 2006




among




Cross Shore Acquisition Corporation




Sunrise Securities Corp.




and




Collins Stewart Limited




 









 





INVESTOR RIGHTS AGREEMENT




          This Investor Rights Agreement (this “Agreement”)
is made and entered into as of April 24, 2006 by and
among Cross Shore Acquisition Corporation (the
“Company”), Sunrise Securities Coip. (the “Placing
Agent”) and Collins Stewart Limited, the nominated
broker and adviser to the Company (“Collins Stewart”),
for the benefit of the holders (the “Holders”) from
time to time of the Company’s common stock, par value
$0.0001 per share (the “Shares”) and warrants (the
“Warrants”), each Warrant for the purchase of one (1)
Share.




          Reference is made to the Company’s Offering
Circular, dated April 24, 2006 (the “Offering Circular”),
relating to the offer and sale of units described therein
(the “Units”), each Unit consisting of one (1) Share and
two (2) Warrants. For the benefit of the Holders and in
consideration of the Placing Agent and Collins Stewart
entering into a Placing Agreement (defined below) with
the Company for the placing of the Units, the Company has
agreed to provide the investor rights set forth in this
Agreement.




          The parties hereby agree as follows:




     SECTION 1. DEFINITIONS



          As used in this Agreement, the following
capitalized terms shall have the following meanings:




          Business Combination: The acquisition, whether by
way of an asset acquisition, merger, share capital
exchange, scheme of arrangement or similar transaction of
all or part of one or more operating companies engaged in
the delivery of business services to companies and
consumers in the U.S.




          Commission: The U.S. Securities and
Exchange Commission.




          Demand
Registration: As defined in Section
3(a) hereof.




          Demand Registration
Default: As defined in 6(a) hereof.

          Demand Right: As defined in Section
3(a) hereof.




          Eligible Holder: Any Holder of record of at least
ten percent (10%) of the outstanding Shares of the
Company as of the record date for determining the
shareholders entitled to notice of and to vote at the
special meeting of shareholders at which a proposed
Qualified Business Combination is submitted for approval.




          Exchange Act: The U.S. Securities Exchange Act of 1934, as amended.




          Exchange Act Registration Default: As defined in Section 6(a) hereof.




 









 








          Exchange Act Registration Statement: A registration
statement of the Company on Form 10 (or such other form
which it is appropriate to use to register the Shares
under the Exchange Act), including all amendments and
supplements thereto and all exhibits and material
incorporated by reference therein.




          Founding Shareholders: Those persons holding
Shares prior to the Offering.




          GAAP: As defined in Section 7(a) hereof.




          Liquidated Damages: As defined in
Section 6(a) hereof.




          Lock-up Period:
As defined in Section 3(f) hereof.





          NASD: National Association of
Securities Dealers, Inc.




          New Shares:
Shares issued by the Company in the
Offering.




          Offering: The offering of the Units pursuant to the Offering Circular.




          Person: An individual, partnership, corporation,
limited liability company, unincorporated organization,
association, joint-stock company, trust, joint venture,
government or any agency or political subdivision thereof
or any other entity.




          Placing Agreement: The placing agreement between the
Company, the Placing Agent, Collins Stewart and the
Company’s directors dated on or about the date of this
Agreement.




          Preemptive Rights Notice: As defined in Section 10(a) hereof.




          Purchase Option: That certain Unit purchase option
dated April 24, 2006 issued by the Company to Sunrise
Securities Corp. and/or its designees.




          OBC Securities: As defined in Section 10(a) hereof.




          Qualified Business Combination: A Business
Combination which, either on its own or 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 placed in the Trust Fund
(including such funds as are deposited in the Trust Fund
immediately following the end of the Stabilisation
Period) (as more fully described in the Offering
Circular).




          Qualified Business Combination Deadline: the date
which is (i) 12 months from the Admission Date (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 Qualified



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Business Combination); or (ii) an extended date
approved by a majority of the New Shareholders.




          Piggy Back Registration: As defined in Section 4(a) hereof.




          register, registered or registration: Refer
to a registration effected by preparing and filing a
registration statement in compliance with the Securities
Act and the declaration or ordering of effectiveness of
such registration statement.




          Registrable Securities: Shares issued to Holders
pursuant to the Offering or acquired upon exercise of the
Warrants issued in connection with the Offering including
the Shares underlying the Purchase Option and Shares
issued upon exercise of the Warrants underlying the
Purchase Option. Registrable Securities shall include any
warrants, shares of capital stock or other securities of
the Company issued as a dividend or other distribution
with respect to, in exchange for, or in replacement of,
such Shares. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities
when (a) a Registration Statement with respect to the
sale of such securities shall have become effective under
the Securities Act and such securities shall have been
sold, transferred, disposed of or exchanged in accordance
with such Registration Statement; (b) such securities
shall have been otherwise transferred and (i) new
certificates for them not bearing a legend restricting
their transfer under the U.S. securities laws shall have
been delivered or caused to be delivered by the Company
or (ii) new securities in dematerialized or book-entry
form not subject to transfer restrictions shall have been
delivered or caused to be delivered by the Company; (c)
such securities shall have ceased to be outstanding; or
(d) such securities may be sold or transferred by a
person who is not an affiliate of the Company pursuant to
Rule 144 under the Securities Act (or any other similar
provision then in force) without any volume or manner of
sale restrictions thereunder.




          Registration Date: As defined in Section 2(a) hereof.




          Registration Default: An Exchange Act Registration
Default, a Demand Registration Default or a Shelf
Registration Default.




          Registration Request: As defined in Section 3(a) hereof.




          Registration Statement: Any registration statement
of the Company on an applicable form (including, for the
avoidance of doubt, a Shelf Registration Statement, the
Exchange Act Registration Statement and the Securities
Act Registration Statement), including the prospectus,
amendments and supplements to such registration
statement, including post-effective amendments, all
exhibits, and all material incorporated by reference or
deemed to be incorporated by reference in such
registration statement.




          Requesting Holders: As defined in Section 3(a) hereof.




          Securities Act: The U.S. Securities Act of 1933, as amended.




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          Securities Act Registration Statement: As defined in Section 2(a) hereof.




          Shelf Registration Default: As defined in Section 6(a) hereof.




          Shelf Registration Statement: A shelf registration
statement of the Company filed pursuant to the provisions
of Section 5 of this Agreement which covers all of the
Registrable Securities on an appropriate form (including
a Form S-3 or o similar short form registration
statement) under Rule 415 under the Securities Act, or
any similar rule that may be adopted by the Commission,
including all amendments and supplements thereto and all
exhibits and material incorporated by reference therein.




          Suspension Period: As defined in Section 5(b) hereof.




          Transaction
Value: the sum of:




          (i) any cash and fair market value of any
property used as consideration in connection with
a Business Combination;




          (ii) any net debt, capitalized lease obligations
and obligations under a letter of credit or similar
assumed and/or incurred in connection with such Business
Combination;




          (iii) in the case of a Qualified Business
Combination only, the value of any Shares or Preferred
Shares used as consideration in connection with such
Business Combination as determined by an unaffiliated
investment banking firm; and




          (iv) all transaction costs incurred to
complete the Business Combination.




          Trust Fund: The trust fund into which certain of
the proceeds of the Offering will be received and held
in trust by the Trustee, as more fully described in the
section titled “Use of Proceeds” in the Offering
Circular.




          Capitalized terms used, but not defined, herein
shall have the meanings given to them in the Offering
Circular.




     SECTION 2. EXCHANGE ACT REGISTRATION



          (a) The Company shall (i) no later than the date
that is one hundred twenty (120) days after the date of
completion of a Qualified Business Combination (or, n i
the event that the Qualified Business Combination is
completed during the fourth quarter of the applicable
fiscal year, the date that is one hundred fifty (150)
days after the date of completion of a Qualified Business
Combination) or, alternatively, in the case where no
Qualified Business Combination shall have occurred but
one or more Business Combinations shall have been
completed, the Qualified Business Combination Deadline
(either such date, subject to extension as provided in
Section 2(b) below, the “Registration Date”) cause to be
filed with the Commission the Exchange Act



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Registration Statement, and (ii) use its
commercially reasonable efforts to cause such Exchange
Act Registration Statement to be declared effective under
the Securities Act on or prior to the date that is ninety
(90) days after the Registration Date; provided, however,that in the event that the Company is obligated to file a
Registration Statement to satisfy an initial request for
a Demand Registration pursuant to Section 3(a) hereof or
files a Shelf Registration Statement pursuant to Section
5 hereof, the Company may file a Registration Statement
on Form S-1 (the “Securities Act Registration Statement”)
in lieu of the Exchange Act Registration Statement. The
Company shall abide by the same filing and effective date
deadlines with respect to the Securities Act Registration
Statement as would have been applicable to the Exchange
Act Registration Statement.




          (b) Notwithstanding the provisions of Section 2(a),
if, in connection with seeking the approval of the New
Shareholders in connection with a Qualified Business
Combination or in connection with the Company’s
continued operations after the Qualified Business
Combination Deadline, the Company requests and receives
the approval of the holders of a majority of the New
Shares to delay the Company’s obligation to file an
Exchange Act Registration Statement or Securities Act
Registration Statement, as applicable, to a later date,
the Registration Date shall be delayed to such later
date.




     SECTION 3. DEMAND REGISTRATION



          (a) Requests for Registration. At any time after the
Registration Date, one or more Holders holding, in
aggregate, at least fifteen percent (15%) of the
Registrable Securities (including both Shares and Shares
issuable upon exercise of the Warrants) shall have the
right (the “Demand Right”) to request registration under
the Securities Act of all or any portion of the
Registrable Securities held by such Holders (the
“Requesting Holders”) by delivering written notice to the
Company, which notice identifies the Requesting Holders
and specifics the amount of Registrable Securities to be
included in such registration (the “Registration
Request”). Subject to the restrictions set forth in
Section 3(d), the Company shall give prompt written
notice of any Registration Request (the “Registration
Notice”) to all other Holders of Registrable Securities
and will thereupon use its commercially reasonable
efforts to effect the registration (a “Demand
Registration”) under the Securities Act on any form
available to the Company of:





          (i) the Registrable Securities requested to be
registered by the Requesting Holders; and




          (ii) all other Registrable Securities which
the Company has received written notice to
register within thirty (30) days after the date
of the Registration Notice and any other
securities of the Company proposed to be included
in such registration by the Company for its own
account.



          (b) Time Period for Effecting Demand Registrations.
The Company shall use its commercially reasonable
efforts to:




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          (i) file the Registration Statement (A) with
respect to the initial Demand Registration, within
one hundred twenty (120) days after receipt by the
Company of a Registration Request (or within one
hundred fifty (150) days after receipt by the
Company of Registration Request in the event that a
Qualified Business Combination was completed in the
fourth quarter of the applicable fiscal year) and
(B) with respect to subsequent Demand Registrations,
within ninety (90) days after receipt by the Company
of Registration Request; and




          (ii) cause such Registration Statement to be
declared effective (A) with respect to the initial
Demand Registration, within two hundred ten (210)
days after receipt by the Company of a Registration
Request (or within two hundred forty (240) days after
receipt by the Company of a Registration Request if
the Company is permitted to file a Registration
Statement within one hundred fifty (150) days of a
Registration Request as described in clause (i)
above) and (B) with respect to subsequent Demand
Registrations, as soon as reasonably practicable
after the filing of the applicable Registration
Statement;



          in all cases such periods to be extended to the
extent that the Company exercises its deferral rights
under clause (d)(iv) below.




          (c) Priority on Demand Registration. If the managing
underwriters of a Demand Registration advise the Company
in writing that in their opinion the amount of
Registrable Securities and other securities requested to
be included exceeds the amount of Registrable Securities
and other securities which can be sold in such offering
without adversely affecting the distribution of the
securities being offered, the price that will be paid in
such offering or the marketability thereof, the Company
will include in such registration the Registrable
Securities and other securities of the Company in the
following priority:





          (i) first, the greatest number of Registrable
Securities proposed to be registered by the Holders
thereof, ratably among the Holders of Registrable
Securities based on the respective amounts of
Registrable Securities requested to be registered by
each such Holder; and




          (ii) second, after all Registrable Securities
that the Holders thereof propose to register have
been included, securities proposed to be registered
by the Company for its own account or for the
accounts of shareholders other than the Holders,
which in the opinion of such underwriters can be
sold in such offering without adversely affecting
the distribution of the securities being offered,
the price that will be paid in such offering or the
marketability thereof.



          (d) Restrictions on Demand Registration.
Notwithstanding the foregoing:





          (i) the Company shall not be obligated to
effect a Demand Registration pursuant to Section
3(a) unless the Registrable Securities proposed to



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be registered constitute at least fifteen (15%)
of the Registrable Securities outstanding at
such time;





          (ii) the Company shall not be obligated to
effect a Demand Registration pursuant to Section
3(a) within six (6) months after the effective date
of a Registration Statement in connection with a
prior Registration Request pursuant to Section 3(a);




          (iii) in the event that the Company shall have
filed a Shelf Registration Statement covering the
resales of the Registrable Securities pursuant to
Section 5 hereof, the Company shall not be obligated
to effect a Demand Registration pursuant to Section
3(a) during any period when such Shelf Registration
Statement is effective and available (including any
Suspension Periods permitted pursuant to Section
5(b)) for resales by the Holders of Registrable
Securities who would otherwise be entitled to the
benefit of a Demand Registration; provided that the
Holders of Registrable Securities shall be entitled
to request the Company to effect underwritten
offerings pursuant to such Shelf Registration
Statement which underwritten offerings shall be
treated as Demand Registrations under this Section 3
with respect to the number available and minimum
percentage and value thresholds. The Company shall
use its commercially reasonable efforts to effect
such underwritten offerings within the same time
periods applicable to effecting Demand Registrations
set forth in Section 3(b) and comply with the
procedures set forth in Section 8 hereof with
respect to such underwritten offerings;




          (iv)
the Company may defer the filing of a
Registration Statement required to be filed pursuant
to this Section 3 for up to ninety (90) days if the
Board of Directors of the Company shall have
determined in good faith that because of valid
business reasons (not including avoidance of the
Company’s obligations hereunder), including, without
limitation, proposed or pending corporate
developments, it is in the best interests of the
Company to defer such filing, and prior to such
deferral the Company provides the Holders of
Registrable Securities with written notice thereof,
which notice need not specify the nature of the
event giving rise to such deferral. The Company may
not defer the filing of a Registration Statement
pursuant to this Section 3(d)(v) for more than
ninety (90) days during any six-month period or for
more than one hundred fifty (150) days during any
twelve-month period; and




          (v) the Company shall not be obligated to
effect more than three (3) Demand Registrations
pursuant to this Section 3 (including for this
purpose any underwritten offerings requested
pursuant to the Shelf Registration Statement).



          (e) Certain Communications; Waivers. The parties
acknowledge that the notices and other communications the
Company is required to provide to Holders under this
Section 3 and Sections 4 and 5 hereof may contain or
constitute price sensitive



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information and/or material non-public information
under applicable law, and the receipt of such notices and
other communications may make it unlawful for Holders to
trade their Shares for a period of time after receipt.
Each Holder is deemed to agree to keep confidential the
fact that it may have received a notice or communication
from the Company and the contents of any such notice or
communication. Any Holder that wishes to waive its
rights under Sections 3, 4 and 5 hereof may do so at any
time by written notice to the Company. Any such waiver
shall be revocable by subsequent written notice to the
Company.




          (f) Holdback Agreement. Each Holder, if requested by
the Company and the managing underwriters of an offering
by the Company of the Shares or other securities pursuant
to a Registration Statement under the Securities Act,
shall agree not to effect any public sale or private
offer or distribution of any Registrable Securities or
other securities of the Company held by such Holder for a
specified period of time (the “Lock-up Period”) following
the effective date of such Registration Statement;
provided that such Lock-up Period shall not exceed (i)
one hundred eighty (180) days, with respect to the first
Registration Statement covering Registrable Securities or
other securities of the Company to be sold to the public
in an underwritten offering and (ii) ninety (90) days,
with respect to all subsequent underwritten offerings.




     SECTION 4. PIGGY BACK REGISTRATION



          (a)
Requests for Piggy Back Registration. If, at any
time other than as provided in Section 4(c) below, the
Company proposes to register any Shares under the
Securities Act in connection with the public offering of
such Shares, either for its own account or for the
accounts of shareholders other than the Holders,
including, without limitation, for the accounts of the
Founding Shareholders pursuant to that certain
registration rights agreement, dated on or about the date
hereof, between the Company and the Founding Shareholders
(other than registrations on Form S-4 or Form S-8 or in
connection with an exchange offer or an offering of
securities solely to the Company’s existing
shareholders), the Company shall give written notice to
each Holder of Registrable Securities at least thirty
(30) days prior to the initial filing of such
Registration Statement and of such Holder’s rights
pursuant to this Section 4. Upon the request of any
Holder of Registrable Securities made within twenty (20)
days after any such notice is given (which request shall
specify the number of Registrable Securities intended to
be disposed of by such Holder), the Company will use its
commercially reasonable efforts to effect the
registration (the “Piggy Back Registration”) under the
Securities Act of all Registrable Securities which the
Company has been so requested to register by the Holders
thereof; provided, however, that if, at any time after
giving written notice of its intention to register any
Shares and prior to the effective date of the
Registration Statement filed in connection with such
Piggy Back Registration, the Company shall determine for
any reason not to register or to delay the registration
of such Shares, the Company may, at its election, give
written notice of such determination to each Holder of
Registrable Securities and, thereupon (i) in the case of
a determination not to register the Company shall be
relieved of its obligation to register any Registrable
Securities under this Section 4(a) in connection with
such registration (but not from its



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obligation
to pay the expenses incurred in connection
therewith) and (ii) in the case of a determination to
delay registration, the Company shall be permitted to
delay registering any Registrable Securities under this
Section 4(a) during the period that the registration of
such other Shares is delayed.




          (b) Priority on Piggy Back Registration. If the
managing underwriters of a registration advise the
Company in writing that in their opinion the amount of
Registrable Securities and other Shares requested to be
included exceeds the amount of Registrable Securities and
other Shares which can be sold in such offering without
adversely affecting the distribution of the securities
being offered, the price that will be paid in such
offering or the marketability thereof, the Company will
include in such registration the maximum amount of
Registrable Securities and other Shares of the Company
proposed to be included, which in the opinion of such
underwriters can be sold in such offering, ratably among
the Holders of Registrable Securities, the Company and
the other holders of such other Shares based on the
respective amounts of Registrable Securities or other
Shares, as the case may be, requested or proposed to be
registered by each such holder or the Company.




          (c) Limitation on Piggy Back Registrations If the
Company shall have filed a Shelf Registration Statement
covering the resales of the Registrable Securities
pursuant to Section 5 hereof, the Company shall not be
obligated to permit Piggy Back Registrations (other than
in connection with firm commitment underwritten
offerings) pursuant to this Section 4 during the period
when such Shelf Registration Statement is effective and
available (including any Suspension Period permitted by
Section 5(b)) for resales by the Holders of Registrable
Securities who would otherwise be entitled to the benefit
of such Piggy Back Registration.




     SECTION 5. SHELF REGISTRATION



          (a) The Company may, at any time, cause a Shelf
Registration Statement to be filed and declared
effective by the Commission, which Shelf Registration
Statement shall provide for the resales of all
Registrable Securities held by the Holders who shall have
provided the information required pursuant to Section
5(d).
Notwithstanding the foregoing, as soon as reasonably
practicable after the Company has become a registrant
entitled to use Form S-3 (or any successor form to Form
S-3) or any similar short form Registration Statement,
the Company shall file a Shelf Registration Statement on
Form S-3 for the registration of the Registrable
Securities and use its commercially reasonable efforts
to cause such Form S-3 Registration Statement to be
declared effective.




          (b) Notwithstanding any other provision in this
Agreement, the Company may delay the initial filing of
the Shelf Registration Statement and may from time to
time suspend the use of any prospectus forming a part of
the Shelf Registration Statement for a period of up to
ninety (90) days during any six-month period or for an
aggregate of one hundred fifty (150) during any
twelve-month period (such period during which the use of
a prospectus is suspended, a “Suspension Period’”) if the
Board of





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Directors of the Company shall have determined in good faith that because of valid business reasons
(not including avoidance of the Company’s obligations hereunder), including, without limitation,
proposed or pending corporate developments and similar events or because of filings with the
Commission, it is in the best interests of the Company to suspend such use, and prior to suspending
such use the Company provides the Holders of Registrable Securities with written notice of such
suspension, which notice need not specify the nature of the event giving rise to such suspension.




          (c) No Holder of Registrable Securities may include any of its Registrable Securities in
any registration pursuant to this Section 5 unless and until such Holder furnishes to the Company
in writing, within ten (10) days after receipt of a request therefore, such information as the
Company may reasonably request for use in connection with any Shelf Registration Statement and
agrees to comply with Regulation M under the Exchange Act. Each Holder as to whose Registrable
Securities any Shelf Registration Statement is being filed or maintained effective agrees to
furnish promptly to the Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially misleading.




     SECTION 6. LIQUIDATED DAMAGES



          (a) If the Exchange Act Registration Statement or the Securities Act Registration
Statement, as applicable, shall not have been declared effective within ninety (90) days of the
Registration Date as required by Section 2(a) hereof (an “Exchange Act Registration
Default”) or if the Company does not effect a Demand Registration (or, in the case where a
Shelf Registration Statement is available for resales of the Registrable Securities, does not file
any required amendment or supplement to the prospectus contained in the Shelf Registration
Statement or any such amendment shall not be effective) within the time periods specified in
Section 3(b) hereof (a “Demand Registration Default”) or if the Company does not cause to
be declared effective a Shelf Registration Statement on Form S-3 within ninety (90) days after it
becomes a registrant entitled to use Form S-3 (a “Shelf Registration Default”), the Company
shall, as promptly as practicable and in no event later than two (2) days following the end of the
month in which such Registration Default initially occurred, pay liquidated damages
(“Liquidated Damages”) in the form of Shares:





          (i) with respect to an Exchange Act Registration Default or a Shelf
Registration Default, to each Holder of Shares in an amount equal to 1.0% of the number of
such Holder’s Shares held on the date of such Registration Default upon payment by the
Founding Shareholders (other than Sunrise Securities Corp.) to the Company of the par
value of such Shares, subject to compliance with applicable securities laws; provided,
that a Holder shall be paid Liquidated Damages only with respect to (A) any Shares that
were acquired by such Holder in the Offering or in the after-market following the Offering
and (B) any Shares that were acquired by such Holder pursuant to the exercise of the
Purchase Option;



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          (ii) with respect to a Demand Registration Default, to each Holder of Registrable
Securities which had requested its Registrable Securities to be included in such Demand
Registration (or underwritten offering in the case of a Shelf Registration Statement being
used in lieu of a Demand Registration) in an amount equal to 1.0% of the number of such
Holder’s Registrable Securities requested to be included therein upon payment by the
Founding Shareholders (other than Sunrise Securities Corp.) to the Company of the par value
of such Shares, subject to compliance with applicable securities laws.



          (b) The Company shall pay additional Liquidated Damages within two days of the end of
each month until the Registration Default shall have been cured; provided that a pro rata portion
of the Liquidated Damages shall be paid with respect to any month in which the Company shall have
been in Registration Default for a portion of such month; and provided, further, that Liquidated
Damages shall be payable for a maximum period of four (4) months following the occurrence of a
Registration Default.




          Notwithstanding any other provision of this Agreement, the liquidated damages contemplated in
this Section 6 shall be the sole and exclusive remedy available to the Holders in the event of a
Registration Default by the Company.




     SECTION 7. CURRENT PUBLIC INFORMATION



          (a) Subject to Section 7(c) below, from and after the date hereof and
until the Exchange Act Registration Statement or Securities Act Registration Statement,
as applicable, shall have become effective, the Company shall furnish to the Holders:





          (i) unaudited quarterly reports prepared in accordance with U.S. generally
accepted accounting principles (“GAAP”) within 60 days after the end of each
quarter;




          (ii) annual reports which shall contain audited financial statements prepared in
accordance with GAAP and containing non-financial information substantially equivalent to
the non-financial information that would be contained in an Annual Report on Form 10-K,
within 120 days after the end of each year, including a “Management’s Discussion and
Analysis of Financial Condition and Results of Operation”; and




          (iii) reports substantially equivalent to the reports which would be required to
be filed on Form 8-K within four business days after the event required to be reported
with respect to the information set forth in Items (3), (4) (5) and (7) of Form 8-K, and
within 10 days after the relevant event with respect to all other information required to
be reported on Form 8-K; provided that any financial statements that would be required may
be unaudited.



          (b) With respect to any proxy statement required to be prepared by the Company in connection with a Business Combination, such proxy statement shall



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contain, subject to Section 7(c) below, substantially the same information as would be required in
a proxy statement for an acquisition filed with the Commission as determined by the Board of
Directors of the Company in their judgment.




          (c) Notwithstanding Sections 7(a) and 7(b), save to the extent required by law to be
included in the Commission reports or proxy statements referred to above, such reports or proxy
statements shall not be required to contain or include (i) any certification required by the
Sarbanes-Oxley Act, (ii) any exhibits, (iii) separate financial statements for any acquired
businesses or (iv) any pro forma financial information; provided, however, that such reports or
proxy statements shall contain or include (i) at least one year of financial statements (if such
financial statements would have been required by Regulation S-X) which, if permitted by applicable
AIM requirements, may be unaudited, (ii) to the extent available, two or three years of historical
financial statements (if such second or third year of financial statements would have been required
by Regulation S-X), which may be unaudited and (ii) summaries of material contracts to the extent
applicable.




     SECTION 8. REGISTRATION PROCEDURES



          Whenever required under this Agreement to use its commercially reasonable efforts to effect
the registration of any Registrable Securities, the Company will use its commercially reasonable
efforts to effect the registration and the sale of such Registrable Securities in accordance with
the intended method of disposition thereof, and pursuant thereto the Company shall, as
expeditiously as reasonably possible:




          (a) Prepare and file with the Commission a Registration Statement
with respect to such Registrable Securities and use its best efforts to cause such
Registration Statement to become and remain effective until the distribution thereof has
been completed;




          (b) Furnish to the Holders such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the Securities Act, and such other
documents as they may reasonably request in order to facilitate the disposition of such
Registrable Securities owned by them;




          (c) Notify the selling Holders of Registrable Securities promptly (but
in any event within two (2) business days), and confirm such notice in writing (i) when a
prospectus or any prospectus supplement or post-effective amendment has been filed,
and, with respect to a Registration Statement or any post-effective amendment, when the
same has become effective, (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of a Registration Statement or of any order preventing or
suspending the use of any preliminary prospectus, (iii) if at any time when a prospectus is
required by the Securities Act to be delivered in connection with the sales of Registrable
Securities, the Company becomes aware that the representations and warranties of the
Company contained in any agreement (including, without limitation, any underwriting
agreement) contemplated in Section 8(g) below cease to be true and correct in any



13









 






material respect, (iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of a Registration Statement or any
of the Registrable Securities for offer or sale in any jurisdiction, or (v) if the Company becomes
aware of the happening of any event that makes any statement made in such Registration Statement or
related prospectus or document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or that requires the making of any changes in such Registration
Statement, prospectus or documents so that, in the case of such Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and that in the case of
the prospectus, it will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading;




          (d) Upon the occurrence of any event contemplated by Section 8(c)
above, as promptly as practicable, prepare a supplement or post-effective amendment to
the Registration Statement or a supplement to the related prospectus or any document
incorporated or deemed to be incorporated therein by reference, or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable Securities
being sold thereunder, such prospectus will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not
misleading;




          (e) As promptly as practicable after the Exchange Act Registration
Statement or the Securities Act Registration Statement, as applicable, shall have been
declared effective under the Securities Act, use its commercially reasonable efforts to
cause the Shares to be authorized to be quoted and/or listed (to the extent applicable) on
the American Stock Exchange, the New York Stock Exchange, the NASDAQ National
Market (or, in each case, a successor thereto) or a similarly recognized trading platform,
if the Shares so qualify;




          (f) Use its commercially reasonable efforts to register and qualify the
Registrable Securities covered by the Registration Statement under such other securities
or “Blue Sky” laws of such jurisdictions as shall be reasonably appropriate for the
distribution of the Registrable Securities covered by the Registration Statement; provided
that the Company shall not be required in connection therewith or as a condition thereto,
to qualify to do business or to file a general consent to service of process in any such
states or jurisdictions; and provided, further that (anything in this Agreement to the
contrary notwithstanding with respect to the bearing of expenses) if any jurisdiction in
which the Registrable Securities shall be qualified requires that expenses incurred in
connection with the qualification of the securities in that jurisdiction be borne by selling
shareholders, then such expenses shall be payable by the Holders of such Registrable
Securities pro rata to the extent required by any jurisdiction;





14









 








     
     (g) In the case of any underwritten offering, enter into an underwriting agreement in
form, scope and substance as is customary in underwritten offerings and take all other actions as
are reasonably requested by the managing underwriters in order to expedite or facilitate the
registration or disposition of the Registrable Securities, and in such connection, (i) make such
representations and warranties to the underwriters, with respect to the business of the Company and
its subsidiaries, and the Registration Statement, prospectus and documents, if any, incorporated or
deemed to be incorporated by reference therein, in each case, in form, substance and scope as are
customarily made by issuers to underwriters in underwritten offerings, and confirm the same if and
when requested, (ii) obtain opinions of counsel to the Company and updates thereof (which opinions
(in form, scope and substance) shall be reasonably satisfactory to the managing underwriters),
addressed to the underwriters covering the matters customarily covered in opinions requested in
underwritten offerings, (iii) obtain “cold comfort” letters and updates thereof from the independent
public certified accountants of the Company (and, if necessary, any other independent certified
public accounts of any subsidiary of the Company or of any business acquired by the Company for
which financial statements and financial data are, or are required to be, included in the
Registration Statement), addressed to each of the underwriters, such letters to be in customary
form and covering matters of the type customarily covered in “cold comfort” letters in connection
with underwritten offerings and (iv) if any underwriting agreement is entered into, the same shall
contain indemnification provisions and procedures no less favorable to the Holders of Registrable
Securities than those set forth in Section 12 hereof (or such other provisions and procedures
acceptable to Holders of a majority of the Registrable Securities covered by such Registration
Statement and the managing underwriters or agents). The above actions shall be taken at each
closing under such underwriting agreement, or as and to the extent required thereunder;




          (h) Make available for inspection by any selling Holder of Registrable Securities, by any
underwriter participating in any disposition to be effected pursuant to such Registration Statement
and by any attorney, accountant or other agent retained by any such selling Holder or any such
underwriter, all pertinent financial and other records and pertinent corporate documents and
properties of the Company, and cause all of the Company’s officers, directors and employees to
supply all information reasonably requested by any such selling Holder, underwriter, attorney,
accountant or agent in connection with such Registration Statement; and




          (i) Use every reasonable effort to prevent the issuance of any stop order suspending the
effectiveness of such Registration Statement or of any order preventing or suspending the use of
any preliminary prospectus and, if any such order is issued, to obtain the lifting thereof at the
earliest reasonable time.




     SECTION 9. INFORMATION FURNISHED BY HOLDERS



          It shall be a condition precedent to the obligations of the Company to take any action
pursuant to this Agreement with respect to the registration of any Holder’s Registrable Securities
that such Holder furnish to the Company such information



15









 







regarding itself, the Registrable Securities held by such Holder, and the intended method of
disposition of such Registrable Securities as the Company shall reasonably request and as shall
be required in connection with the action to be taken by the Company.




     SECTION 10. RIGHT OF PREEMPTION



          (a) The Company shall give each Eligible Holder at least ten (10) days
prior written notice (“Preemptive Rights Notice”) of the issuance by the Company for
cash in connection with a Qualified Business Combination of any Shares or any other
shares of capital stock and any options, warrants, convertible or exchangeable securities,
or other rights to acquire Shares or other capital stock of the Company or securities
exercisable, convertible or exchangeable for Shares or other capital stock of the Company
(collectively, “QBC Securities”).




          (b) The Preemptive Rights Notice must set forth (i) the approximate
number and type of QBC Securities proposed to be issued and sold and the proposed
material terms of such QBC Securities, (ii) the proposed price or range of prices at which
such QBC Securities are proposed to be sold and the terms of payment, and (iii) any other
material feature, term or condition relating to such QBC Securities or the proposed sale
thereof. Upon receipt of a Preemptive Rights Notice, each Eligible Holder will have the
right, but not the obligation, to elect, within five (5) business days of receipt of the
Preemptive Rights Notice, to purchase up to its pro rata share of such QBC Securities.
Such pro rata share, for any Eligible Holder, shall be the ratio of (x) the sum, without
duplication, of the total number of Shares held by such Eligible Holder prior to the
issuance of QBC Securities to (y) the sum, without duplication, of the total number of
Shares of the Company outstanding immediately prior to the issuance of QBC Securities
held by all shareholders of the Company (in the case of both (x) and (y), assuming the
full exercise, conversion or exchange of any options, warrants, convertible or
exchangeable securities or other rights to acquire Shares of the Company). Any such
election, if made, shall be irrevocable.




          (c) Each Eligible Holder’s purchase must be on the same terms and
conditions as the balance of such issuance of QBC Securities. The closing of each
Eligible Holder’s purchase of its portion of such QBC Securities will occur
simultaneously with and will be conditioned upon the closing of the balance of the
issuance of such QBC Securities. Any Holder of Shares that for any reason is not able to
complete the purchase on such terms and conditions and on such closing date shall not be
deemed an Eligible Holder and shall have no rights in respect of QBC Securities.




     SECTION 11. REGISTRATION EXPENSES



          (a) All expenses incident to the Company’s performance of or compliance with this
Agreement will be borne by the Company regardless of whether any Registration Statement hereunder
is filed or becomes effective, including without limitation and as applicable: (i) all Commission,
securities exchange or NASD registration and filing fees and expenses; (ii) all fees and expenses
of compliance with




16









 








U.S. federal securities and state blue sky laws and compliance with the rules of a securities
exchange or NASD, as applicable; (iii) all expenses of printing, messenger and delivery services;
(iv) all fees and disbursements of counsel for the Company; (v) all fees and disbursements of
independent certified public accountants of the Company (including the expenses of any special
audit and comfort letters required by or incident to such performance); and (vi) underwriters’ fees
and expenses (but excluding discounts, commissions, or fees of underwriters, selling brokers,
dealer directors or similar security industry professionals relating to the distribution of the
Registrable Securities and the fees for counsel of the selling Holders).




          (b) The Company will, in any event, bear its internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing legal or accounting
duties), the expenses of any annual audit and the fees and expenses of any Person, including
special experts, retained by the Company.




     SECTION 12. INDEMNIFICATION



          (a) The Company shall indemnify and hold harmless each Holder, its
officers and employees and each Person, if any, who controls any such Holders, within
the meaning of the Securities Act, from and against any loss, claim, damage or liability,
joint or several, or any action in respect thereof, to which that Holder, officer, employee
or controlling Person may become subject, under the Securities Act or otherwise, insofar
as such loss, claim, damage, liability or action arises out of, or is based upon (i) any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement filed pursuant hereto or in any amendment or supplement thereto;
(ii) the omission or alleged omission to state in any Registration Statement filed pursuant
hereto or in any amendment or supplement thereto any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and shall reimburse each Holder and each such
officer, employee or controlling Person promptly upon demand for any legal or other
expenses reasonably incurred by that Holder, officer, employee or controlling Person in
connection with investigating or defending or preparing to defend against any such loss,
claim, damage, liability or action as such expenses are incurred; provided that no Holder
shall be indemnified for untrue statements or alleged untrue statements or omissions or
alleged omissions arising from information provided by the Holder in writing for
inclusion in any Registration Statement filed pursuant hereto. The foregoing indemnity
agreement is in addition to any liability which the Company may otherwise have to any
Holder or to any officer, employee or controlling Person of that Holder.




          (b) Promptly after receipt by an indemnified party under this Section
12 of notice of any claim or the commencement of any action, the indemnified party
shall, if a claim in respect thereof is to be made against the Company under this Section
12, notify the Company in writing of the claim or the commencement of that action;
provided, however, that the failure to notify the Company shall not relieve it from any
liability which it may have under this Section 12 except to the extent it has been
materially prejudiced by such failure; and provided, further, that the failure to notify the



17









 








Company shall not relieve it from
any liability which it may have to an indemnified party otherwise
than under this Section 12. If any such claim or action shall be brought against an indemnified
party, and it shall notify the Company thereof, the Company shall be entitled to participate
therein and, to the extent that it wishes to assume the defense thereof with counsel reasonably
satisfactory to the indemnified party. After notice from the Company to the indemnified party of
its election to assume the defense of such claim or action, the Company shall not be liable to the
indemnified party under this Section 12 for any legal or other expenses subsequently incurred by
the indemnified party in connection with the defense thereof other than reasonable costs of
investigation; provided, however, any indemnified party shall have the right to employ separate
counsel in any such action and to participate in the defense thereof but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the employment of such
counsel has been specifically authorized by the Company in writing, or (ii) such indemnified party
shall have been advised by such counsel that there may be one or more legal defenses available to
it which are different from or additional to those available to the Company and in the reasonable
judgment of such counsel it is advisable for such indemnified party to employ separate counsel or
(iii) the Company has failed to assume the defense of such action and employ counsel reasonably
satisfactory to the indemnified party, in which case, if such indemnified party notifies the
Company in writing that it elects to employ separate counsel at the expense of the Company, the
Company shall not, in connection with any one such action or separate but substantially similar or
related actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to one local counsel) at any time for all such indemnified parties, which
firm shall be designated in writing by the Holders of a majority in principal amount of the
outstanding Shares and the Shares issuable upon exercise of the Warrants. The Company shall not (i)
without the prior written consent of the indemnified parties (which consent shall not be
unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect
to any pending or threatened claim, action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or consent includes
an unconditional release of each indemnified party from all liability arising out of such claim,
action, suit or proceeding or (ii) be liable for any settlement of any such action effected without
its written consent (which consent shall not be unreasonably withheld), but if settled with the
consent of the Company or if there be a final judgment of the plaintiff in any such action, the
Company agrees to indemnify and hold harmless any indemnified party from and against any loss or
liability by reason of such settlement or judgment.




          (c) If the indemnification provided for in this Section 12 shall for any reason be
unavailable to or insufficient to hold harmless an indemnified party under Section 12(a) in
respect of any loss, claim, damage or liability, or any action in respect thereof, referred to
therein, then the Company shall, in lieu of indemnifying such indemnified party, contribute to the
amount paid or payable by such indemnified party as a result of such loss, claim, damage or
liability, or action in respect thereof, (i) in such




18









 








proportion as shall be appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Holders on the other, from the sale of the Shares or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but any other
relevant equitable considerations. The Company and the Holders agree that it would not be just and
equitable if contributions pursuant to this Section 12(c) were to be determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or by any other method
of allocation which does not take into account the equitable considerations referred to herein. The
amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability,
or action in respect thereof, referred to above in this Section 12 shall be deemed to include, for
purposes of this Section 12(c), any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 12(c), no Holder shall be required to contribute any amount in excess of
the amount by which the net proceeds received by it in connection with its sale of Shares exceeds
the amount of any damages which such Holder has otherwise paid or become liable to pay by reason of
the untrue or alleged untrue statement or omission or alleged omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
The Holders’ obligations to contribute as provided in this Section 12(c) are several and not joint.




     SECTION 13. MISCELLANEOUS



    
      (a) No Inconsistent Agreements. The Company shall not, on or after
the date of this Agreement, enter into any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders in this Agreement or otherwise
conflicts with the provisions hereof. Except as disclosed in the Offering Circular, the
Company has not previously entered into any agreement granting any registration rights
with respect to its Shares to any Person except for the registration rights given to the
Founding Shareholders and the Placing Agent. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the rights granted
to the holders of the Company’s Shares under any agreement in effect on the date hereof.




     
     (b) Amendments and Waivers. The provisions of this Agreement may
not be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless the Company has obtained the written
consent of Holders of eighty-five percent (85%) of the Registrable Securities at such time
outstanding (it being understood, for the avoidance of doubt, that any Holder may waive
any provision of this Agreement as to itself and its Shares).




     
     (c) Third Party Beneficiaries. The Holders shall be third party
beneficiaries under this Agreement, entitled to enforce all of their rights hereunder.
Other than as provided in the preceding sentence, nothing in this Agreement shall create



19









 







or be deemed to create any third parly beneficiary rights in any Person not a party to this
Agreement.




     
     (d) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified,
return receipt requested), telex, facsimile or air courier guaranteeing overnight delivery:





          (i) if to a Holder, at the address set forth in the record books of the Company;
and



if to the Company to:




Cross Shore Acquisition Corporation

c/o Glencoe Capital

222 West Adam Street

Suite 100

Chicago, Illinois 60606

Attn: Chairman




with a copy to:




Fried, Frank, Harris, Shriver & Jacobson (London), LLP

99 City Road

London EC1Y 1AX

Attn: Karen C. Wiedemann




with copies to:




Sunrise Securities Corp.

641 Lexington Avenue

New York, NY 10022

Attn: President




and




Collins Stewart Limited

9th Floor

88 Wood Street

London EC2V 7QR




          Any such notices and communications shall take effect at the time of receipt thereof.




    
      (e) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties.




20









 










     
     (f) Counterparts. This Agreement may be executed in any
number of counterparts
and by the parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement.




    
      (g) Headings. The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning hereof.




     
     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED, IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.




      
    (i) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.




     
     (j) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein with respect to the investor rights granted by the Company herein. This
Agreement supersedes all prior agreements and understandings between the parties with respect to
such subject matter.




21









 









          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.




	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	THE COMPANY:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CROSS SHORE ACQUISITION CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Dennis Smith	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Dennis Smith	 	 
	 

	 	 	 	Title:
	 	CEO	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	SUNRISE SECURITIES CORP.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Marcia Kucher	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Marcia Kucher	 	 
	 

	 	 	 	Title:	 	CFO	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	COLLINS STEWART LIMITED	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ SEEMA PATERSON	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Seema Paterson	 	 
	 

	 	 	 	Title:
	 	Director, Corporate Finance