ex10-6.htm


    Exhibit 10.6

     

    
      CATALYST
GROUP HOLDINGS CORP.

      SUBSCRIPTION
AGREEMENT

      


      


      1.
INVESTMENT:

      


      
        	
                (a)  

              	
                The
      undersigned subscribes for ____________ shares of Common Stock of Catalyst
      Group Holdings Corp., at $2.50 per share.

              
	 	 
	(b)  	Total
      subscription price ($2.50 times number of shares): =
$


      

       

      2.
INVESTOR INFORMATION:

      


      


      _______________________                                                          ________________                                            _______________________

      Name
(type or
print)                                                                           Social
Sec.
No.                                                      Address

      


      


      _______________________                                                          ________________                                            _______________________

      Name
(type or
print)                                                                           Social
Sec.
No.                                                      Address

      


      


      Mailing
Address:

      


      


      ___________________________________________________________________________________________________________________________________________________

      Street                                                                City                                
State                                Zip

       

      
 3.
TYPE OF OWNERSHIP: (You must check one box)

      
      

       

      
        	1. 	[   ]	Individual    	 	6. 	[   ]	Joint Tenants with rights of
      Survivorship
	
              	 	 	 	 	 	 
	2.	[   ]	Tenants in
      Common  	 	7. 	[   ]	Custodian
      for_____________________________________
	 	 	 	 	 	 	 
	3.	[   ]	Community
      Property     	 	8.	[   ]	Uniform Gifts to Minors Act of
      the State ______________
	 	 	 	 	 	 	 
	4.	[   ]	Partnership	 	9. 	[   ]	Corporation  _____________________________________
	 	 	 	 	 	 	 
	5.	[   ]	Trust  	 	10. 	[   ]	Other
      (explain)  ___________________________________
	 	 	 	 	 	 	 


      

       

      4.
RECEIPT OF DISCLOSURE DOCUMENT:

      


      By
executing this subscription agreement the undersigned acknowledges receipt of a
current Prospectus, as supplemented to the date of this Subscription Agreement,
in which the terms and conditions of the offering of Common Stock and the risks
associated therewith are described.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      5.
TERMINATION OF THE OFFERING:

      


      The
undersigned understands that the Company may terminate the offering at any time
and for any reason. If the offering is so terminated, and the Company is holding
subscriptions that have not been accepted by an authorized representative of the
Company, together with the un-accepted subscription agreements, then in that
event the subscriptions so held shall be returned without any interest earned
thereon.

      


      6.
REPRESENTATION AND WARRANTS:

      


      By
executing this subscription agreement, the undersigned represents and warrants
to the Company that:

      


      
        	
                (a)

              	
                Subscriber
      is buying the Common Stock for Subscriber's own account or is buying for
      the account or benefit of a member or members of Subscriber's immediate
      family or in a fiduciary capacity for the account of another person or
      entity and is not purchasing as an agent for another. Furthermore, if
      Subscriber is purchasing for the account of another person or entity,
      Subscriber has full authority to execute this Subscription Agreement in
      such capacity and on behalf of such person or
  entity.

              


      

       

      
        
          	
                  (b)

                	Subscriber is 18 years of age
      or over (You must check box) [   ] Yes[   ]
      No


        

         

      

      
        	
                (c)

              	
                Subscriber
      has received, read, and understands the Prospectus
      dated:_______________________, 2010

              


      

      


      
        	
                (d)

              	
                Subscriber
      can afford the entire loss of the purchase price hereto should there be
      such a loss.

              


      

       

      7.
ACCEPTANCE OF SUBSCRIPTION:

      


      The
undersigned hereby confirms Subscriber's understanding that the Company has the
full right to accept or reject this subscription, providing that the Company
must accept or reject the subscription by____________________, 2010. In case of
rejection of a subscription, contributions of such persons will promptly be
returned to such persons without interest thereon.

      


      Please
make a copy of your completed Subscription Agreement

      


      Signatures:

      


      Executed
this day of 2010 at,
_____________________________________________________Address City State Zip

      


      


      


      X__________________________                                                                                                X__________________________

      Signature
(investor or authorized
signature)                                                                               Signature
(investor or authorized signature)

      


      MAKE
CHECK PAYABLE TO:         CATALYST
GROUP HOLDING
CORP.                                                                                       

       
 

      
        SEND
SUBSCRIPTION AGREEMENT AND CHECK
TO:                   

        1739
Creekstone Circle

        San Jose,
California 95133

      

      
        
          

        



      


      


      Accepted
for the Company this _________day of _____________________________,
2010.

      


      By:  _____________________________                                                                                     Title:  _____________________________