Research Pharmaceutical Services (RPSE) 10-12G Registration of securities

Exhibit 4.9

UNIT PURCHASE OPTION

FOR THE PURCHASE OF

933,333 UNITS

OF

CROSS SHORE ACQUISITION CORPORATION

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TABLE OF CONTENTS

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

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

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

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

UNIT PURCHASE OPTION

FOR THE PURCHASE OF

933,333 UNITS

OF

CROSS SHORE ACQUISITION CORPORATION

1. Purchase Option.

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

2. Exercise.

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

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

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

     2.3Cashless Exercise.

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

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

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

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

3. Transfer.

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

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

4. New Purchase Options to be Issued,

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

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

5. Adjustments.

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

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

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

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

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

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

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

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

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

7.Certain Notice Requirements.

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

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

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

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

Cross Shore Acquisition Corporation
Corporation Trust Center

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1209 Orange Street
City of Wilmington
County of New Castle
Delaware 19801
Attn: Dennis Smith

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

Sunrise Securities Corp.
641 Lexington Avenue
New York, NY 10022
Attn: President

8.Miscellaneous.

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

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

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

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

     9.2Governing Law. This Purchase Option shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of laws.

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

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

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

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

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

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

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

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

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Form to be used to exercise Purchase Option:

[COMPANY]
[ADDRESS]

Date:                     , 200   

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

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

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

Signature

Signature Guaranteed

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name
	(Print in Block Letters)
Address

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