Exhibit 10.11
233 East 69th
Street, #6J
New York, New
York 10021
Jesup &
Lamont Securities Corporation
Jonathan
Strauss (“Stockholder”), a stockholder of Alyst
Acquisition Corp. (“Company”), in consideration of
Jesup & Lamont Securities Corporation (“J&LSC”)
entering into a letter of intent (“Letter of Intent”)
to underwrite an initial public offering of the securities of the
Company (“IPO”) and embarking on the IPO process,
hereby agrees as follows (certain capitalized terms used herein are
defined in paragraph 12 hereof):
1.
If the Company solicits approval of
his stockholders of a Business Combination, Stockholder will vote
all Insider Shares owned by him in accordance with the majority of
the votes cast by the holders of the IPO Shares.
2.
Stockholder hereby waives any and
all right, title, interest or claim of any kind in or to any
distribution of the Trust Fund and any remaining net assets of the
Company as a result of such liquidation with respect to his Insider
Shares (“Claim”) and hereby waives any Claim he may
have in the future as a result of, or arising out of, any contracts
or agreements with the Company and will not seek recourse against
the Trust Fund for any reason whatsoever.
3.
Stockholder acknowledges and agrees
that the Company will not consummate any Business Combination which
involves a company which is affiliated with any of the Insiders
unless the Company obtains an opinion from an independent
investment banking firm reasonably acceptable to J&LSC that the
business combination is fair to the Company’s stockholders
from a financial perspective.
4.
Neither Stockholder, any member of
the family of Stockholder, nor any affiliate of Stockholder
(“Affiliate”) will be entitled to receive and will not
accept any compensation for services rendered to the Company prior
to or in connection with the consummation of the Business
Combination; provided that Stockholder shall be entitled to
reimbursement from the Company for his out-of-pocket expenses
incurred in connection with seeking and consummating a Business
Combination.
5.
Neither Stockholder, any member of
the family of Stockholder, nor any Affiliate will be entitled to
receive or accept a finder’s fee or any other compensation in
the event the undersigned, any member of the family of Stockholder
or any Affiliate of the undersigned originates a Business
Combination.
6.
Stockholder will escrow all of his
Insider Shares acquired prior to the IPO until one year after the
consummation by th
