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 • November 14th, 2006 • Alyst Acquisition Corp. • New York
Agreement made as of __________, 2006 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. and JESUP & LAMONT SECURITIES CORPORATION Dated: __________, 2006Underwriting Agreement • November 14th, 2006 • Alyst Acquisition Corp. • New York
The undersigned, Alyst Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with Jesup & Lamont Securities Corporation (being referred to herein variously as “you,” “Jesup & Lamont” or the “Representative”) and with the other underwriters named on Schedule I hereto for which Jesup & Lamont is acting as Representative (the Representative 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. • November 14th, 2006
is the registered holder of a Warrant or Warrants expiring ________, 2010 (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) ______________, 2007, such number of Shares of the Company at the price of $6.00 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”).
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.
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”).
