REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2006 • Catalytic Capital Investment Corp • Blank checks • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of May, 2006, by and among CATALYTIC CAPITAL INVESTMENT CORPORATION, a Delaware corporation (the “Company”); and each of the undersigned parties listed under Insiders on the signature page hereto (each, an “Insider” and collectively, the “Insiders”).
June , 2006Letter Agreement • June 1st, 2006 • Catalytic Capital Investment Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Purchase Agreement (the “Purchase Agreement”) entered into by and between Catalytic Capital Investment Corporation, a Delaware corporation (the “Company”), and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Maxim Group LLC and Merriman Curhan Ford & Co., as representatives (the “Representatives”) of the several underwriters named on Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (a “Warrant”). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference.
June , 2006Letter Agreement • June 1st, 2006 • Catalytic Capital Investment Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Purchase Agreement (the “Purchase Agreement”) entered into by and between Catalytic Capital Investment Corporation, a Delaware corporation (the “Company”), and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Maxim Group LLC and Merriman Curhan Ford & Co., as representatives (the “Representatives”) of the several underwriters named on Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant exercisable for one share of Common Stock (a “Warrant”). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 1st, 2006 • Catalytic Capital Investment Corp • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (the “Agreement”) is made as of by and between CATALYTIC CAPITAL INVESTMENT CORPORATION, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (“Trustee”).
WARRANT AGREEMENTWarrant Agreement • June 1st, 2006 • Catalytic Capital Investment Corp • Blank checks • New York
THIS WARRANT AGREEMENT is made as of , 2006 between CATALYTIC CAPITAL INVESTMENT CORPORATION, a Delaware corporation, with offices at 100 Wilshire Boulevard, Suite 1100, Santa Monica, CA 90401 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 1st, 2006 • Catalytic Capital Investment Corp • Blank checks • New York
This STOCK ESCROW AGREEMENT is made as of , 2006 (the “Agreement”), by and among CATALYTIC CAPITAL INVESTMENT CORPORATION, a Delaware corporation (the “Company”), Catalytic Capital Management Holdings LLC (“CCMH”), Dennis S. Bookshester, Michael T. Felix, Sharon D. Garrett, Jeffrey F. Rayport, Russell I. Pillar, Matthew G. Pillar, Jeffrey D. Goldstein and Jonathan P. May (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (the “Escrow Agent”).
Catalytic Capital LLC Office Service AgreementOffice Service Agreement • June 1st, 2006 • Catalytic Capital Investment Corp • Blank checks • California
This Agreement is dated May 30, 2006 and is entered into between Catalytic Capital LLC (“Provider”) and Catalytic Capital Investment Corporation (“Client”).
June , 2006 Re: Catalytic Capital Investment Corporation Initial Public Offering Dear Ladies and Gentlemen:Investment Agreement • June 1st, 2006 • Catalytic Capital Investment Corp • Blank checks
In connection with the underwritten initial public offering (the “IPO”) of units of Catalytic Capital Investment Corporation (the “Company”), in order to induce the Company to consummate its IPO, the parties agree, for good and valuable consideration, receipt of which is hereby acknowledged, as follows:
