Exhibit
10.4
As of October 13,
2006
233 East 69th
Street, #6J
New York, New
York 10021
Jesup &
Lamont Securities Corporation
The undersigned
stockholder and director 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 14 hereof):
1.
If the Company solicits approval of
its stockholders of a Business Combination, the undersigned 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.
In the event that the Company fails
to consummate a Business Combination within 24 months from the
effective date (“Effective Date”) of the registration
statement relating to the IPO, the undersigned will (i) cause the
Trust Fund to be liquidated and distributed to the holders of IPO
Shares and (ii) take all reasonable actions within his power to
cause the Company to liquidate as soon as reasonably practicable.
The undersigned 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 the undersigned
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. In the event of
the liquidation of the Trust Fund, the undersigned agrees to
indemnify and hold harmless the Company, pro rata with Dr. William
Weksel, Robert H. Davies and Michael E. Weksel based on the number
of Insider Shares beneficially held by each such individuals,
against any and all loss, liability, claims, damage and expense
whatsoever (including, but not limited to, any and all legal or
other expenses reasonably incurred in investigating, preparing or
defending against any litigation, whether pending or threatened, or
any claim whatsoever) which the Company may become subject as a
result of any claim by any vendor or other person who is owed money
by the Company for services rendered or products sold or contracted
for, or by any target business, but only to the extent necessary to
ensure that such loss, liability, claim, damage or expense does not
reduce the amount in the Trust Fund.
Alyst
Acquisition Corp.
Jesup &
Lamont Securities Corporation
October 13,
2006
Page
2
3.
In order to minimize potential
conflicts of interest which may arise from multiple affiliations,
the undersigned agrees to present to the Company for its
consideration, prior to presentation to any other person or entity,
any suitable opportunity to acquire an operating business, until
the earlier of the consummation by the Company of a Business
Combination, the liquidation of the Company or until such time as
the undersigned ceases to be a director of the Company, subject to
any pre-existing fiduciary and contractual obligations the
undersigned might have.
4.
The undersigned 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.
5.
Neither the undersigned, any member
of the family of the undersigned, nor any affiliate
(“Affiliate”) of the undersigned 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 the undersigned shall be
entitled to reimbursement from the Company for his out-of-pocket
expenses incurred in connection with seeking and consummating a
Business Combination.
6.
Neither the undersigned, any member
of the family of the undersigned, nor any Affiliate of the
undersigned 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 the undersigned or any Affiliate of the
undersigned originates a Business Combination.
7.
The undersigned will escrow all of
his Insider Shares until one year after the consummation by the
Company of a Business Combination subject to the terms of a Stock
Escrow Agreement which the Company will enter into with the
undersigned and an escrow agent acceptable to the
Company.
