Exhibit 10.1
PUT – CALL OPTION
AGREEMENT
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”).
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 an
