AMENDMENTNO. 3 TO MERGERAGREEMENT

 

 

This Amendment No. 3 (this “Amendment”), dated as of June 19, 2009, to the Merger Agreement (as defined below) is made by and among Alyst Acquisition Corp., a Delaware corporation (including its successors and assigns, the “Parent”), China Networks Media Limited, a British Virgin Islands corporation (including its successors and assigns, the “Company”), MediaInv Ltd., a British Virgin Islands Business Company and Kerry Propper (each a “Principal Shareholder,” and together with their successors and assigns from the date hereof until the Business Combination Effective time (as defined below), collectively the “Principal Shareholders”) and each of the other signatories hereto. Any capitalized term not defined herein shall have the meaning for such term specified in the Merger Agreement.

 

WHEREAS, Parent, the Company, the Principal Shareholders and the other signatories hereto entered into an Agreement and Plan of Merger dated as of August 13, 2008; and

 

WHEREAS, Parent, the Company, the Principal Shareholders and the other signatories hereto entered into Amendment No. 1 to such Agreement and Plan of Merger dated as of January 28, 2009 and Amendment No. 2 to such Agreement and Plan of Merger dated as of February, 2009 (as so amended, the “Merger Agreement”); and

 

WHEREAS, Parent, the Company, the Principal Shareholders and each of the other signatories to the Merger Agreement desire to effect certain transactions to obtain a favorable vote of the stockholders of Parent approving the Merger Agreement, including entering into agreements that would provide for the repurchase of Surviving Corporation Shares by the Surviving Corporation or its subsidiaries or the cancellation of Surviving Corporation Shares purchased and held by the Company, after or in connection with the Closing (such repurchased or cancelled shares being referred to herein as “Repurchased Shares”);

 

WHEREAS, it is anticipated that certain holders of common stock of Parent will elect to convert their shares to cash pursuant to their conversion rights under Parent’s certificate of incorporation in connection with the closing of the Merger Agreement (such shares being referred to herein as “Converted Shares”);

 

WHEREAS, Parent, the Company, the Principal Shareholders and each of the other signatories to the Merger Agreement desire to modify the terms of the Merger Agreement to (x) reduce the cash consideration paid to the holders of Company Shares and (y) provide that the amount of Surviving Corporation Shares to be received by holders of Company Shares shall be increased by one share for each Repurchased Share repurchased by the Surviving Corporation or its subsidiaries after or in connection with the Closing and each Converted Share converted into cash in connection with the Closing;

 

NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

 

1.           Section 2.7(a) of the Merger Agreement is hereby amended by deleting the existing Section 2.7(a) in its entirety and replacing it with the following:

           “(a)           Conversion of Company Securities.  At the Business Combination Effective Time, (i) each Company Share issued and outstanding immediately prior to the Business Combination Effective Time (other than those described in Section 2.13 below) shall be converted automatically into (A) a number of Surviving Corporation Shares determined as follows: (x) 1,900,000 plus the amount of Converted Shares divided by (y) the total number of Company Shares issued and outstanding immediately prior to the Business Combination Effective Time, plus (B) the additional consideration described in Sections 2.7(f), (g), (h), and (j) (the “CS Per Share Amount”), and (ii) each Preferred Share issued and outstanding immediately prior to the Business Combination Effective Time shall be converted automatically into (A) a number of Surviving Corporation Shares determined as follows: (x) the number of Preferred Shares issued in the Financing to the bridge investors divided by (y) the total number of Preferred Shares issued and outstanding immediately prior to the Business Combination Effective Time (collectively, the “Business Combination Conversion Ratio”), subject to any adjustments made pursuant to Section 2.7(c) plus (B) the right to receive a cash amount equal to $7.143, plus (C) the additional consideration described in Section 2.7(f) and (h), (the “PS Per Share Amount”).  At the Business Combination Effective Time, all Company Securities shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist.  The holders of certificates previously evidencing the Company Securities outstanding immediately prior to the Business Combination Effective Time shall cease to have any rights with respect to such Company Securities, except as provided herein or by law.  Each certificate previously evidencing Company Securities shall be exchanged for such number of Surviving Corporation Shares calculated by multiplying the applicable Business Combination Conversion Ratio by the number of Company Securities previously evidenced by the canceled certificates and cash in an amount equal to the CS Per Share Amount or the PS Per Share Amount, as the case may be, upon the surrender of such certificate in accordance with the terms hereof.”

 

2.           Section 2.7 of the Merger Agreement is hereby amended by adding a new subsection (j) providing as follows:

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.

 

	CHINA NETWORKS HOLDINGS INTERNATIONAL LTD.
	By:	/s/ Michael E. Weksel
		Name:  Michael E. Weksel
		Title:    Sole Director

 

	CHINA NETWORKS MERGER CO. LTD.
	By:	/s/ Michael E. Weksel
		Name:  Michael E. Weksel
		Title:    Sole Director

 

 

	MEDIAINV LTD.
	By:	/s/ C.C.N. Ng
		Name: C.C.N. Ng
		Title: Director

	LI SHUANGQING
	/s/  Li Shuangqing
	Name: Li Shuangqing