PUT – CALL OPTION AGREEMENT
Exhibit
10.1
PUT
– CALL OPTION AGREEMENT
This
Put-Call Option Agreement (this “Agreement”), dated as of April 6, 2009, is
between Xxxxxxx Xxxxxx (“Weksel”) and ALYST ACQUISITION CORP., a Delaware
corporation (“Alyst”).
WHEREAS,
Alyst desires to have the right to purchase from Weksel up to 559,794 Warrants
to purchase shares of Alyst’s common stock (the “Securities”) at a price of
$0.0446 per Warrant (the “Call Exercise Price”);
WHEREAS,
Weksel desires to have the right to sell the Securities to Alyst at a price of
$0.0446 per Warrant (the “Put Exercise Price”);
NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements hereinafter set forth, the receipt and sufficiency of which are
hereby acknowledged, Weksel and Alyst hereby agree as follows:
Section
1.1 Put Option; Payment of
Exercise Price. Weksel may, at his option, at any time after
June 29, 2009 and before August 31, 2009, deliver a written notice (the “Put
Exercise Notice”) to Alyst stating that Weksel intends to deliver all or a
portion of the Securities to Alyst for purchase hereunder on any date occurring
not more than ten business days after the date of the notice (the “Put Exercise
Date”). On the Put Exercise Date, Alyst shall pay, in immediately
available funds, the Put Exercise Price to Weksel and, concurrently with the
payment of the Put Exercise Price, Weksel shall deliver a certificate evidencing
the Securities set forth in the Put Exercise Notice to Alyst and take all
reasonable efforts requested by Alyst to vest the ownership of the Securities in
Alyst. These actions by Weksel will constitute proper delivery of the
Securities notwithstanding any difficulties in actually vesting ownership of the
Securities in Alyst resulting from any activities being undertaken by Alyst with
respect to the liquidation or winding up of Alyst’s business
affairs. All payments and deliveries made pursuant to this Section
1.1 shall be made on a delivery versus payment basis.
Section
1.2 Call Option; Payment of
Exercise Price. Alyst may, at its option, on or after the date
hereof through August 31, 2009 deliver a written notice (the “Call Exercise
Notice”) to Weksel stating that Alyst intends to purchase from Weksel all of the
Securities on any date occurring not more than ten business days after the date
of the notice (the “Call Exercise Date”). On the Call Exercise Date,
Alyst shall pay, in immediately available funds, the Call Exercise Price to
Weksel and, concurrently with the payment of the Call Exercise Price, Weksel
shall deliver a certificate evidencing the Securities set forth in the Put
Exercise Notice to Alyst and take all reasonable efforts requested by Alyst to
vest the ownership of the Securities in Alyst. These actions by
Weksel will constitute proper delivery of the Securities notwithstanding any
difficulties of actually vesting ownership of the Securities in Alyst resulting
from any activities being undertaken by Alyst with respect to the liquidation or
winding up of Alyst’s business and affairs. All payments and
deliveries made pursuant to this Section 1.2 shall be made on a delivery versus
payment basis.
Section
1.3 Binding Effect;
Transfer.
(a) This
Agreement shall be binding upon Alyst and Weksel and upon their respective
permitted successors and transferees. Neither party may transfer its
rights and obligations under this Agreement without the consent of the other
party; provided however, that Alyst may transfer its right (but not its
obligation) hereunder to any third party without the prior written consent of
Weksel.
(b) Alyst
will use its commercial best efforts to present this Agreement to its board of
directors as soon as practicable and have the board pass a resolution
authorizing the terms hereof. Notwithstanding anything herein to the
contrary, the rights and obligations described in Section 1.1 and Section 1.2
will become mutually binding only after a resolution authorizing the terms of
this Agreement is passed by the board of Directors of Alyst. In the
event that the board of directors of Alyst does not pass such a resolution by
April 30, 2009, this Agreement shall become null and void.
Section
1.4 Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflict of
law principles.
IN
WITNESS WHEREOF, Weksel and Alyst have executed this Agreement as of the date
and year first above written.
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/s/
Xxxxxxx Xxxxxx
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/s/
Xxxxxxx Xxxxxx
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Name:
Xxxxxxx Xxxxxx
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Name: Xxxxxxx
Xxxxxx
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Title: CEO
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