July , 2006Letter Agreement • July 3rd, 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.
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated MAXIM GROUP LLC MERRIMAN CURHAN FORD & CO. as Representatives of the several UnderwritersLetter Agreement • July 3rd, 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.
CATALYTIC CAPITAL INVESTMENT CORPORATION (a Delaware corporation) 15,625,000 Units PURCHASE AGREEMENTPurchase Agreement • July 3rd, 2006 • Catalytic Capital Investment Corp • Blank checks • New York
July , 2006Letter Agreement • July 3rd, 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 • July 3rd, 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 • July 3rd, 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”).
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated MAXIM GROUP LLC MERRIMAN CURHAN FORD & CO. as Representatives of the several UnderwritersLetter Agreement • July 3rd, 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.
