July , 2006Letter Agreement • July 18th, 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.
WARRANT AGREEMENTWarrant Agreement • July 18th, 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”).
CATALYTIC CAPITAL INVESTMENT CORPORATION (a Delaware corporation) 12,500,000 Units PURCHASE AGREEMENTPurchase Agreement • July 18th, 2006 • Catalytic Capital Investment Corp • Blank checks • New York
July , 2006Letter Agreement • July 18th, 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 18th, 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”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 18th, 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”).
