Subscription Agreement
Exhibit
10.17
As
of
October 12, 2006
To
the
Board of Directors of
Gentlemen:
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 & Xxxxxx
Securities Corporation (“Jesup & Xxxxxx”). The Insider Warrants will be sold
to the undersigned on a private placement basis and not part of the IPO.
On
or
before October 31, 2006, the undersigned shall deliver the Purchase Price to
Xxxxxxxx Xxxxxx (“GM”) as set forth in the instructions attached as Exhibit A to
hold in an interest bearing account until the Corporation consummates the IPO.
Simultaneously with the consummation of the IPO, GM shall (i) deposit the
Purchase Price, without interest or deduction, into the trust fund (“Trust
Fund”) established by the Corporation for the benefit of the Corporation’s
public stockholders as described in the Corporation’s registration statement
filed in connection with the IPO, pursuant to the terms of an Investment
Management Trust Agreement to be entered into between the Corporation and
Continental Stock Transfer & Trust Company and (ii) deliver all interest
earned on the Purchase Price to the undersigned. In the event that the IPO
is
not consummated by June 30, 2007, GM shall return the Purchase Price, plus
accrued interest, to the undersigned.
The
undersigned represents and warrants that it has been advised that the Insider
Warrants have not been registered under the Securities Act; that it is acquiring
the Insider Warrants for its account for investment purposes only; that it
has
no present intention of selling or otherwise disposing of the Insider Warrants
in violation of the securities laws of the United States; that it is an
“accredited investor” as defined by Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”); and that it is
familiar with the proposed business, management, financial condition and affairs
of the Corporation.
Moreover,
the undersigned agrees that it shall not sell or transfer the Insider Warrants
until after the Corporation consummates a merger, capital stock exchange, asset
acquisition or other similar business combination with an operating business
(“Business Combination”) and acknowledges that the certificates for such Insider
Warrants shall contain a legend indicating such restriction on transferability.
The
Corporation hereby acknowledges and agrees that, in the event the Corporation
calls the Warrants for redemption pursuant to that certain Warrant Agreement
to
be entered into by the Corporation and Continental Stock Transfer & Trust
Company in connection with the Corporation’s IPO, the Corporation shall allow
the undersigned to exercise any Insider Warrants by surrendering such Warrants
for that number of shares of Common Stock equal to the quotient obtained by
dividing (x) the product of the number of shares of Common Stock underlying
the
Warrant, multiplied by the difference between the Warrant exercise price and
the
“Fair Market Value” (defined below) by (y) the Fair Market Value. The “Fair
Market Value” shall mean the average reported last sale price of the Common
Stock for the 10 trading days ending on the third trading day prior to the
date
on which the notice of redemption is sent to holders of Warrants.
The
terms
of this agreement and the restriction on transfers with respect to the Insider
Warrants may not be amended without the prior written consent of Jesup &
Xxxxxx.
Very
truly yours,
Agreed
to:
By:
Name:
Title:
Xxxxxxxx
Xxxxxx
By:
Name:
Title:
Jesup
& Xxxxxx Securities Corporation
By:
Name:
Title:
By:
:
