REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2006 • Alyst Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the __ day of ________, 2006, by and among Alyst Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • January 5th, 2007 • Alyst Acquisition Corp. • Blank checks • New York
Agreement made as of __________, 2007 between Alyst Acquisition Corp., a Delaware corporation, with offices at 233 East 69th Street, #6J, New York, New York 10021 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (“Warrant Agent”).
UNDERWRITING AGREEMENT between ALYST ACQUISITION CORP., FERRIS, BAKER WATTS INCORPORATED and JESUP & LAMONT SECURITIES CORPORATION Dated: __________, 2007Underwriting Agreement • June 1st, 2007 • Alyst Acquisition Corp. • Blank checks • New York
The undersigned, Alyst Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Ferris, Baker Watts Incorporated and Jesup & Lamont Securities Corporation (being referred to herein variously as “you” or the “Representatives”) and with the other underwriters named on Schedule I hereto for which each of Ferris, Baker Watts Incorporated and Jesup & Lamont Securities Corporation is acting as Representative (the Representatives and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • November 14th, 2006 • Alyst Acquisition Corp. • New York
ALYST ACQUISITION CORP.Alyst Acquisition Corp. • January 5th, 2007 • Blank checks
is the registered holder of a Warrant or Warrants expiring ________, 2011 (the “Warrant”) to purchase one fully paid and non-assessable share of Common Stock, par value $.0001 per share (“Shares”), of Alyst Acquisition Corp., a Delaware corporation (the “Company”), for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (i) the Company’s completion of a merger, capital stock exchange, asset acquisition or other similar business combination and (ii) ______________, 2008, such number of Shares of the Company at the price of $5.00 per share, upon surrender of this Warrant Certificate and payment of the Warrant Price at the office or agency of the Warrant Agent, Continental Stock Transfer & Trust Company, but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company. The Company shall not be obligated to deliv
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 14th, 2006 • Alyst Acquisition Corp. • New York
This Agreement is made as of _____________, 2006 by and between Alyst Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • November 14th, 2006 • Alyst Acquisition Corp. • New York
STOCK ESCROW AGREEMENT, dated as of _____________, 2006 (“Agreement”), by and among ALYST ACQUISITION CORP., a Delaware corporation (“Company”), DR. WILLIAM WEKSEL, ROBERT A. SCHRIESHEIM, ROBERT H. DAVIES, MICHAEL E. WEKSEL, PAUL LEVY, IRA HOLLENBERG IRA, SILVERMAN REALTY GROUP, INC. PROFIT SHARING PLAN (LCPSP), MATHEW BOTWIN, NORBERT W. STRAUSS, DAVID STRAUSS and JONATHAN STRAUSS (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AMENDMENT NO. 3 TO MERGER AGREEMENTMerger Agreement • June 22nd, 2009 • Alyst Acquisition Corp. • Services-advertising
This Amendment No. 3 (this “Amendment”), dated as of June 19, 2009, to the Merger Agreement (as defined below) is made by and among Alyst Acquisition Corp., a Delaware corporation (including its successors and assigns, the “Parent”), China Networks Media Limited, a British Virgin Islands corporation (including its successors and assigns, the “Company”), MediaInv Ltd., a British Virgin Islands Business Company and Kerry Propper (each a “Principal Shareholder,” and together with their successors and assigns from the date hereof until the Business Combination Effective time (as defined below), collectively the “Principal Shareholders”) and each of the other signatories hereto. Any capitalized term not defined herein shall have the meaning for such term specified in the Merger Agreement.
Subscription AgreementSubscription Agreement • November 14th, 2006 • Alyst Acquisition Corp.
The undersigned hereby subscribes for and agrees to purchase ______ Warrants (“Insider Warrants”) at $1.00 per Insider Warrant, of Alyst Acquisition Corp. (the “Corporation”) for an aggregate purchase price of $___________ (“Purchase Price”). The purchase and issuance of the Insider Warrants shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”) which is being underwritten by Jesup & Lamont Securities Corporation (“Jesup & Lamont”). The Insider Warrants will be sold to the undersigned on a private placement basis and not part of the IPO.
PUT – CALL OPTION AGREEMENTPut – Call Option Agreement • May 4th, 2009 • Alyst Acquisition Corp. • Services-advertising • New York
This Put-Call Option Agreement (this “Agreement”), dated as of April 6, 2009, is between Michael Weksel (“Weksel”) and ALYST ACQUISITION CORP., a Delaware corporation (“Alyst”).
WARRANT ESCROW AGREEMENTWarrant Escrow Agreement • November 14th, 2006 • Alyst Acquisition Corp. • New York
WARRANT ESCROW AGREEMENT, dated as of _____________, 2006 (“Agreement”), by and among ALYST ACQUISITION CORP., a Delaware corporation (“Company”), DR. WILLIAM WEKSEL, ROBERT A. SCHRIESHEIM, ROBERT H. DAVIES, MICHAEL E. WEKSEL, PAUL LEVY, IRA HOLLENBERG IRA, SILVERMAN REALTY GROUP, INC. PROFIT SHARING PLAN (LCPSP), NORBERT W. STRAUSS, DAVID STRAUSS and JONATHAN STRAUSS (collectively, the “Insider Purchasers”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 18th, 2008 • Alyst Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of August 13, 2008, by and among Alyst Acquisition Corp., a Delaware corporation (including its successors and assigns, the “Parent”), China Networks Media Limited, a British Virgin Islands corporation (including its successors and assigns, the “Company”), MediaInv Ltd., a British Virgin Islands corporation and Kerry Propper (each a “Principal Shareholder,” and together with their successors and assigns from the date hereof until the Business Combination Effective time (as defined below), collectively the “Principal Shareholders”) and each of the other persons signatories hereto.
