Exhibit 10.4



 Exhibit 10.4 
 REGISTRATION RIGHTS AGREEMENT 
 THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”) is entered into as of the                  day of
                    , 2006, by and among Union Street Acquisition Corp., a Delaware corporation (the “Company”), and each of
the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). 
 WHEREAS, the Company intends to sell units, consisting of one share of the Common Stock (individually, a “Share”, and collectively, the “Shares”) and a warrant (collectively, the
“Public Warrants”) to purchase one Share, in an initial public offering (the “IPO”); 
 WHEREAS, the
Investors currently hold all of the issued and outstanding securities of the Company, including 3,125,000 Shares (the “Private Placement Shares”); 
 WHEREAS, Union Street Capital Management, LLC (“USCM”) has agreed to purchase the Private Placement Warrants, as herein defined, in a private placement pursuant to the Private Placement Purchase
Agreement, dated as of [    ], 2006, between the Company and USCM; 
 WHEREAS, each Private Placement Warrant shall be
exercisable to purchase one Share (the “Warrant Shares”); 
 WHEREAS, the Investors and the Company desire to enter into
this Agreement to provide the Investors with certain rights relating to the registration of Registrable Securities (as herein defined) held by them; 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows: 
 1. DEFINITIONS. The following capitalized terms used herein have the following meanings: 
 “Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time. 
 “Commission” means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the
Exchange Act. 
 “Common Stock” means the common stock, par value $0.0001 per share, of the Company. 
 “Company” is defined in the preamble to this Agreement. 
 “Demand Registration” is defined in Section 2.1.1. 
 “Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time. 







 “Expected Release Date” means the date that the Company expects to consummate an Initial
Business Combination. 
 “Form S-3” is defined in Section 2.3. 
 “Indemnified Party” is defined in Section 4.3. 
 “Indemnifying Party” is defined in Section 4.3. 
 “Initial Business
Combination” means an acquisition through a merger, capital stock exchange, stock purchase, asset acquisition, or other similar business combination of one or more operating businesses in the business services industry in accordance with
the terms and conditions set forth in the Registration Statement. 
 “Investor” or “Investors” includes the
persons named in the preamble to this Agreement and any other holders of Registrable Securities who are permitted transferees of an Investor under the terms of this Agreement and the Stock Escrow Agreement. 
 “Investor Indemnified Party” is defined in Section 4.1. 
 “IPO” is defined in the recitals to this Agreement. 
 “Maximum Number of Securities” is defined in Section 2.1.4. 
 “Notices” is defined in Section 6.3. 
 “Piggy-Back Registration” is defined in
Section 2.2.1. 
 “Private Placement Shares” is defined in the recitals to this Agreement. 
 “Private Placement Warrants” means the warrants being purchased privately by USCM simultaneously with the consummation of the
Company’s initial public offering. 
 “Pro Rata” is defined in Section 2.2.2(a). 
 “Public Warrants” is defined in the recitals to this Agreement. 
 “Register,” “Registered” and “Registration” mean a registration effected by preparing and filing a
registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective. 
 “Registrable Securities” mean (i) all of the Private Placement Shares owned or held by the Investors prior to the consummation of
the Company’s initial public offering, (ii) all of the Private Placement Warrants owned or held by USCM upon consummation of the Company’s initial public offering and (iii) all Warrant Shares, in each case that are eligible for
registration under the Securities Act and the terms of the Stock Escrow Agreement. Registrable Securities 







 include any warrants, shares of capital stock or other securities of the Company issued as a dividend or other
distribution with respect to or in exchange for or in replacement of such Shares or Private Placement Warrants. For avoidance of doubt, the rights, terms and conditions associated with the Warrant Shares shall be identical to those associated with
the Private Placement Warrants, except as otherwise provided in this Agreement. As to any particular Registrable Security, such securities shall cease to be a Registrable Security 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, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration under the Securities Act; (c) such
securities shall have ceased to be outstanding, or (d) the Securities and Exchange Commission makes a definitive determination to the Company that the Registrable Securities are saleable under Rule 144(k). 
 “Registration Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to
be issued in exchange for securities or assets of another entity). 
 “Release Date” means the date on which shares of a
particular Registrable Security are disbursed from escrow pursuant to Section 3 of the Stock Escrow Agreement. 
 “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time. 
 “Share” or “Shares” is defined in the recitals to this Agreement. 
 “Stock Escrow Agreement” means certain Stock Escrow Agreement dated as of
                    , 2006 by and among the parties hereto and Continental Stock Transfer & Trust Company. 
 “Underwriter” or “Underwriters” means a securities dealer who purchases any Registrable Securities as principal in an
underwritten offering and not as part of such dealer’s market-making activities. 
 “USCM” is defined in the recitals
to this Agreement. 
 “Warrant Shares” is defined in the recitals to this Agreement. 
 2. REGISTRATION RIGHTS. 
 2.1
Demand Registration. 
 2.1.1 Request for Registration. At any time and from time to time on or after the date that is three
months prior to (i) the Release Date in the case of the Private Placement Shares or (ii) the Expected Release Date in the case of the Private Placement Warrants and the 







 Warrant Shares, USCM may make a written demand for registration under the Securities Act of all or part of the
Registrable Securities held by USCM or any permissible transferee of Registrable Securities from USCM (a “Demand Registration”); provided that, in the event that the Company does not consummate an Initial Business Combination
on the Expected Release Date, the Company shall not proceed with the registration of the Private Placement Warrants and/or the Warrant Shares until the consummation occurs. Any demand for a Demand Registration shall specify the amount of Registrable
Securities proposed to be sold and the intended method(s) of distribution thereof. The Company shall not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect of all Registrable
Securities. 
 2.1.2 Effective Registration. A registration will not count as a Demand Registration until the Registration Statement
filed with the Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such
Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the
Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) USCM thereafter
elects to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration or is terminated.








 2.1.3 Underwritten Offering. If USCM so elects and so advises the Company as part of their written
demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. 
 2.1.4 Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering advises the Company in writing that the dollar amount or the number of
shares of Registrable Securities which the holders of Registrable Securities who elect to participate in the Demand Registration desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to
sell exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering
(such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number of Securities”), then the Company, following reasonable notice to such holders of Registrable Securities, shall include in such
registration: (i) first, the Registrable Securities held by USCM or a permissible transferree of USCM; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the shares of
Common Stock, Public Warrants or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities have not been reached
under the foregoing clauses (i) and (ii), the Registrable Securities held by any other holder possessing registration rights that can be sold without exceeding the Maximum Number of Securities. 
 2.1.5 Withdrawal. If USCM disapproves of the terms of any underwriting or is not entitled to include all of its Registrable Securities in any
offering, USCM may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with
respect to such Demand Registration. If USCM withdraws from a proposed offering relating to a Demand Registration, then such registration shall not count as a Demand Registration provided for in Section 2.1. 
 2.2 Piggy-Back Registration. 
 2.2.1
Piggy-Back Rights. If at any time on or after the date that is three months prior to (i) the Release Date in the case of the Private Placement Shares or (ii) the Expected Release Date in the case of the Private Placement Warrants
and the Warrant Shares, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity
securities, by the Company for its own account or for the account of USCM (or by the Company and USCM including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee
stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or
(iv) for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to holders of Registrable Securities, including but not limited to USCM, as soon as practicable but in no event less than ten
(10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such 







 offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if
any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days
following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters
of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of
such Registrable Securities in accordance with the intended method(s) of distribution thereof. 
 2.2.2 Reduction of Offering. If the
managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock or other
securities which the Company desires to sell, taken together with shares of Common Stock or other securities, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the Investors, the
Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock or other securities, if any, as to which registration has been requested pursuant to the written contractual piggy-back
registration rights of other stockholders of the Company, if any, exceeds the Maximum Number of Securities, then the Company shall include in any such registration: 
 (a) If the registration is undertaken for the Company’s account: (i) first, the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the shares of Registrable
Securities, as to which registration has been requested pursuant to the piggy-back registration rights of the Investors as provided for in this Section 2.2 (pro rata in accordance with the shares of Registrable Securities that each such
Investor, including USCM if USCM is participating in the registration, has requested be included in such registration, regardless of the shares of Registrable Securities held by each such Investor (such proportion is referred to herein as
“Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the
shares of Common Stock or other securities for the account of other persons, if any, that the Company is obligated to register pursuant to written contractual piggy-back registration rights with such persons and that can be sold without exceeding
the Maximum Number of Securities; and 
 (b) If the registration is a Demand Registration undertaken at the demand of USCM,
(i) first, the number of shares of Registrable Securities for the account of USCM that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of
Securities has not been 







 reached under the foregoing clauses (i) and (ii), collectively the number of Private Placement
Shares, Pro Rata, as to which the Investors other than USCM have requested registration pursuant to the terms hereof that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual
arrangements with such persons, if any, that can be sold without exceeding the Maximum Number of Securities. 
 2.2.3 Underwritten
Offering. In the event that any offering of Registrable Securities shall be in the form of an underwritten offering or shall involve an Underwriter or Underwriters, the right of the other Investors to include their Registrable Securities in such
registration shall be conditioned upon such Investor’s participation in such underwriting and the inclusion of such Investor’s Registrable Securities in the underwriting to the extent provided herein. All Investors proposing to distribute
their all or part of their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by a majority-in-interest of the holders
initiating such underwritten offering. 
 2.2.4 Withdrawal. Any Investor may elect to withdraw such Investor’s request for
inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the
result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of the Registration Statement. Notwithstanding any such withdrawal, the
Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3. 
 2.3 Registrations on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities
on Form S-3 or any similar short-form registration which may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon
receipt of such written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such portion of
such holder’s or holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining in such
request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to
this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected
pursuant to Section 2.1. 







 3. REGISTRATION PROCEDURES. 
 3.1 Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the
Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) of distribution thereof as expeditiously as practicable; provided that, under no circumstances
shall the Company effect registration of the Private Placement Warrants or the Warrant Shares pursuant to Section 2 unless at the time of such registration, a registration statement relating to the Shares issuable upon exercise of the Public
Warrants sold in the IPO is effective and a prospectus relating to such Shares is available for use by the public Warrant holders. In connection with any such request: 
 3.1.1 Filing Registration Statement. The Company shall, as expeditiously as possible and in any event within sixty (60) days after receipt of a request for a Demand Registration pursuant to
Section 2.1, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all
Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain effective for the period required by
Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand
registration to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Company stating that, in the good faith
judgment of the Board of Directors of the Company, it would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time; provided further, however, that the Company shall not have
the right to exercise the right set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder. 
 3.1.2 Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the holders of Registrable Securities included in such
registration, and such holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated
by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such
holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders. 
 3.1.3 Amendments and
Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep
such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended
method(s) of distribution set forth in such Registration Statement (which period shall not exceed the sum of 







 one hundred eighty (180) days plus any period during which any such disposition is interfered with by any stop order
or injunction of the Commission or any governmental agency or court) or such securities have been withdrawn. 
 3.1.4 Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing,
and shall further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when
any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions required to prevent the entry of such stop
order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring
the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an 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 promptly make available to the holders of Registrable Securities included in such Registration Statement any such
supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of
Registrable Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a
reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or
their legal counsel shall object. 
 3.1.5 State Securities Laws Compliance. The Company shall use its best efforts to
(i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders of Registrable Securities included in such
Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other
governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction. 
 3.1.6 Agreements for
Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of
such Registrable Securities. The representations, warranties and covenants of the Company in 







 any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall also
be made to and for the benefit of the holders of Registrable Securities included in such Registration Statement. No Investor included in such Registration Statement shall be required to make any representations or warranties in the underwriting
agreement except, if applicable, with respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational documents, and
with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement. 
 3.1.7 Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the Company and all other officers and members of the
management of the Company shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other
offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors. 
 3.1.8 Records. The Company shall make available for inspection by the Investors included in such Registration Statement, any Underwriter participating in any disposition pursuant to such Registration Statement and any attorney,
accountant or other professional retained by any Investor included in such Registration Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them
to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with such Registration Statement. 
 3.1.9 Opinions and Comfort Letters. The Company shall furnish to each Investor of Registrable Securities included in any Registration Statement a
signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the
event no legal opinion is delivered to any Underwriter, the Company shall furnish to each Investor included in such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect
that the Registration Statement containing such prospectus has been declared effective and that no stop order is in effect. 
 3.1.10
Earnings Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available to its stockholders, as soon as practicable, an earnings statement covering a period of twelve
(12) months, beginning within three (3) months after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. 

3.1.11 Listing. The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such
exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a
majority of the Registrable Securities included in such registration. 







 3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the Company, pursuant to a written insider trading compliance
program adopted by the Company’s Board of Directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence of material non-public information, each Investor
included in any registration shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus
contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company
all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. 
 3.3 Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to
Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement,
whether or not the Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and
disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its
officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.11; (vi) National Association of Securities Dealers, Inc. fees; (vii) fees and
disbursements of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant
to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company in connection with such registration and (ix) the fees and expenses of one legal counsel selected by the holders of a majority-in-interest
of the Registrable Securities included in such registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which
underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling stockholders and the Company shall bear the expenses of the underwriter pro rata in proportion to the respective
amount of shares each is selling in such offering. 
 3.4 Information. The holders of Registrable Securities shall provide such
information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of
any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. 







 4. INDEMNIFICATION AND CONTRIBUTION. 
 4.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless the Investors, and each of their respective officers,
employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls an Investor (each, an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages
or liabilities, whether joint or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered
under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or
alleged omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to
the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse any Investor Indemnified Party for any legal and any other expenses reasonably incurred by such
Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any
such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or
summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of
the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.

 4.2 Indemnification by Holders of Registrable Securities. Each selling Investor will, in the event that any registration is being
effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each underwriter (if any), and each other selling
holder and each other person, if any, who controls another selling holder or such underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses,
claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of
or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses
reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited
to the amount of any net proceeds actually received by such selling holder. 







 4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of
any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any
other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified
Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually
prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to
the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to
assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party 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, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but
no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the
Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened
proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified
Party from all liability arising out of such claim or proceeding. 
 4.4 Contribution. 
 4.4.1 If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss,
claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim,
damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability
or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. 







 4.4.2 The parties hereto agree that it would not be just and equitable if contribution pursuant to this
Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 
 4.4.3 The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 4.4, no Investor shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such
Investor from the sale of Registrable Securities which gave rise to such contribution obligation. 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. 
 5. UNDERWRITING AND DISTRIBUTION. 
 5.1 Rule 144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and
shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar Rule or regulation hereafter adopted by the Commission. 
 6. MISCELLANEOUS. 
 6.1 Other
Registration Rights. The Company represents and warrants that no person, other than a holder of the Registrable Securities, has any right to require the Company to register any shares of the Company’s capital stock for sale or to include
shares of the Company’s capital stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other person. 
 6.2 Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned
or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the Investors hereunder may be freely assigned or delegated by such Investors in conjunction with and to the extent of any transfer of
Registrable Securities by any such holder permitted under the terms of this Agreement and the Stock Escrow Agreement. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its
successors and the permitted assigns of an Investor or of any assignee of an Investor. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this
Section 6.2. 







 6.3 Notices. All notices, demands, requests, consents, approvals or other communications
(collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges
prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or
transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business
day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery. 
 To the Company: 
 Union Street Acquisition Corp. 
 102 South Union Street 
 Alexandria, Virginia 22314 
 Attn: Chief Executive Officer 
 with a copy to: 
 Arnold & Porter LLP 
 1600 Tysons Blvd., Suite 900 
 McLean, Virginia 22102 
 Attn: Kevin J. Lavin, Esq. 
 To any Investor, to the address set forth on the signature page hereto.: 
 6.4 Severability. This
Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

 6.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of
which taken together shall constitute one and the same instrument. 
 6.6 Entire Agreement. This Agreement (including all agreements
entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements,
representations, understandings, negotiations and discussions between the parties, whether oral or written. 







 6.7 Modifications and Amendments. No amendment, modification or termination of this Agreement
shall be binding upon any party unless executed in writing by such party. 
 6.8 Titles and Headings. Titles and headings of sections
of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. 
 6.9 Waivers and
Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party,
and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or
extension of the time for performance of any other obligations or acts. 
 6.10 Remedies Cumulative. In the event that the Company
fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Investors may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term
contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions,
without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy,
whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise. 
 6.11 Governing Law.
This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any
choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction. 
 6.12 Waiver of
Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating
to this Agreement, the transactions contemplated hereby, or the actions of any Investor in the negotiation, administration, performance or enforcement hereof. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 







 IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and
delivered by their duly authorized representatives as of the date first written above. 
  

			
	UNION STREET ACQUISITION CORP.
	
	  

	By:	 	
	
	INVESTORS:
	
	UNION STREET CAPITAL MANAGEMENT, LLC
	
	  

	By:	 	
	
	Union Street Capital Management, LLC
	c/o Union Street Acquisition Corp.
	102 South Union Street
	Alexandria, Virginia 22314
	
	  

	By:	 	John T. Schwieters
	
	[Address for Notices]
	
	  

	By:	 	Eran Borshy
	
	[Address for Notices]
	
	  

	By:	 	David B. Kay
	
	[Address for Notices]