Form of Stock Escrow Agreement



 Exhibit 10.7 
 STOCK ESCROW AGREEMENT 
 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”).

 WHEREAS, the Company has entered into a Purchase Agreement, dated
                    , 2006 (the “Purchase Agreement”), with Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated (“Merrill”), Maxim Group LLC and Merriman Curhan Ford & Co. acting as representatives of the several underwriters (collectively, the “Underwriters”), pursuant to which,
among other matters, the Underwriters have agreed to purchase 12,500,000 units (the “Units”) of the Company. Each Unit consists of one share of the Company’s Common Stock, par value $.0001 per share, and one Warrant, each
Warrant to purchase one share of Common Stock for $6.00, all as more fully described in the Company’s final Prospectus, dated
                     2006 (the “Prospectus”) comprising part of the Company’s Registration Statement on Form S-1 (File
No. 333-132717) under the Securities Act of 1933, as amended (the “Registration Statement”), declared effective on
                     2006 (the “Effective Date”). 
 WHEREAS, the Initial Stockholders have agreed as a condition of the sale of the Units to deposit their shares of
Common Stock of the Company and their Warrants to Purchase Common Stock of the Company, as set forth opposite their respective names in Exhibit A attached hereto (collectively “Escrow Securities”), in escrow as
hereinafter provided. 
 WHEREAS, the Company and the Initial Stockholders desire that the Escrow Agent
accept the Escrow Securities, in escrow, to be held and disbursed as hereinafter provided. 
 IT IS
AGREED: 
 1. Appointment of Escrow Agent. The Company and the Initial Stockholders hereby appoint the Escrow Agent
to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such terms. 
 2. Deposit of Escrow Securities. On or before the Effective Date, each of the Initial Stockholders shall deliver to the Escrow Agent certificates
representing his respective Escrow Securities, to be held and disbursed subject to the terms and conditions of this Agreement. Each Initial Stockholder acknowledges that the certificate representing his Escrow Securities is legended to reflect the
deposit of such Escrow Securities under this Agreement, provided, however, that such legends shall be removed upon the disbursement of the Escrow Securities as described below. 
 3. Disbursement of the Escrow Securities. The Escrow Agent shall hold the Escrow Securities until six months following the consummation of the
initial business combination (as such term is defined in the Prospectus) (the “Escrow Period”), on which date it 
  

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 shall, upon written instructions from each Initial Stockholder, disburse each of the Initial Stockholder’s Escrow
Securities as directed by such Initial Stockholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof, that the Company is being liquidated at any time during the Escrow Period, then the
Escrow Agent shall promptly destroy the certificates representing the Escrow Securities and; provided further, that if, after the Company consummates a business combination (as such term is defined in the Prospectus), it (or the surviving entity)
subsequently consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other property,
then the Escrow Agent will, upon receipt of a certificate, executed by the Chief Executive Officer or Chief Financial Officer of the Company, in form reasonably acceptable to the Escrow Agent, that such transaction is then being consummated, release
the Escrow Securities to the Initial Stockholders upon consummation of the transaction so that they can similarly participate. The Escrow Agent shall have no further duties hereunder after the disbursement or destruction of the Escrow Securities in
accordance with this Section 3. 
 4. Rights of Initial Stockholders in Escrow Securities. 
 4.1 Voting Rights as a Stockholder. The Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow
Period, including, without limitation, the right to vote such shares. 
 4.2 Dividends and Other Distributions in Respect of the Escrow
Securities. During the Escrow Period, all dividends payable in cash with respect to the Escrow Securities shall be paid to the Initial Stockholders, but all dividends payable in stock or other non-cash property (the “Non-Cash
Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. As used herein, the term “Escrow Securities” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.

 4.3 Restrictions on Transfer. During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the
Escrow Securities except (i) by gift to a member of Initial Stockholder’s immediate family or to a trust, the beneficiary of which is an Initial Stockholder or a member of an Initial Stockholder’s immediate family, (ii) by virtue
of the laws of descent and distribution upon death of any Initial Stockholder, (iii) pursuant to a qualified domestic relations order, (iv) by transfer, with or without consideration, to its members or former members, in case of CCMH,
(v) any pledge made pursuant to a bona fide loan transfer that creates a mere security interest, or (vi) to the Company pursuant to the terms of restricted stock purchase agreements governing those Escrow Securities; provided, however,
that such permissive transfers may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this Agreement. 
 4.4 Insider Letters. Each of the Initial Stockholders has executed a letter agreement with Merrill and the Company, dated as indicated on Exhibit B hereto, and which is filed as an exhibit to
the Registration Statement (“Insider Letter”), respecting the rights and obligations of such Initial Stockholder in certain events, including but not limited to the liquidation of the Company. 
  

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 5. Concerning the Escrow Agent. 
 5.1 Good Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its own
best judgment, and may rely conclusively on and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or
document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or
presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by
the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto. 
 5.2 Indemnification. The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses, including reasonable counsel fees and disbursements, or loss suffered by the Escrow
Agent in connection with any action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the Escrow Agent hereunder, or the Escrow Securities held by it
hereunder, other than expenses or losses arising from the gross negligence or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the commencement of any action, suit or
proceeding, the Escrow Agent shall notify the other parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate court to
determine ownership or disposition of the Escrow Securities or it may deposit the Escrow Securities with the clerk of any appropriate court or it may retain the Escrow Securities pending receipt of a final, non appealable order of a court having
jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Securities are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is
discharged pursuant to Sections 5.5 or 5.6 below. 
 5.3 Compensation. The Escrow Agent shall be entitled to receive two hundred
dollars ($200) per month for all services rendered by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable expenses paid or incurred by it in the administration of its duties hereunder including,
but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges. 
 5.4 Further Assurances. From time to time on and after the date hereof, the Company and the Initial Stockholders shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause
to be done such further acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

 5.5 Resignation. The Escrow Agent may resign at any time and be 
  

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 discharged from its duties as escrow agent hereunder by its giving the other parties hereto written notice and such
resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time that the Escrow Agent shall turn over to a successor escrow agent appointed by the Company, the Escrow Securities held hereunder. If no
new escrow agent is so appointed within the 60-day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Securities with any court it reasonably deems appropriate. 
 5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in
writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5. 
 5.7 Liability. Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence or its own willful misconduct. 
 6. Miscellaneous. 
 6.1 Governing Law. This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance with the laws of the State
of New York. 
 6.2 Third Party Beneficiaries. Each of the Initial Stockholders hereby acknowledges that the Underwriters are third
party beneficiaries of this Agreement and this Agreement may not be modified or changed without the prior written consent of Merrill. 
 6.3 Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in
writing signed by the party to the charged. 
 6.4 Headings. The headings contained in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation thereof. 
 6.5 Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the respective parties hereto and their legal representatives, successors and assigns. 
 6.6 Notices. Any
notice or other communication required or which may be given hereunder shall be in writing and either be delivered personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested, postage
prepaid, and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows: 
 If to the
Company, to: 
 Catalytic Capital Investment Corporation 
 100 Wilshire Boulevard 
 Suite 1100 
 Santa Monica, CA 90401 
 Attn: Russell I.
Pillar 
  

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 If to a Stockholder, to his address set forth in Exhibit A. 
 and if to the Escrow Agent, to: 
 Continental
Stock Transfer & Trust Company 
 17 Battery Place 
 New York, New York 10004 
 Attn: Chairman 
 A copy of any notice sent hereunder shall be sent to: 
 Cooley Godward LLP 
 Five Palo Alto Square 
 3000 El Camino Real

 Palo Alto, CA 94306- 5000 
 Attn: Vincent P. Pangrazio 
 and 
 Merrill Lynch & Co. 
 4 World Financial Center 
 New York, New York 10080 
 and 
 Sidley Austin LLP 
 787 Seventh Avenue

 New York, NY 10019 
 Attn: Jack
I. Kantrowitz 
 The parties may change the persons and addresses to which the notices or other communications are to be sent by giving
written notice of any such change in the manner provided herein for giving notice. 
 6.7 Liquidation of Company. The Company shall
give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a business combination within the time period(s) specified in the Registration Statement. 
  

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 WITNESS the execution of this Agreement as of the date first above written.

  

			
	CATALYTIC CAPITAL INVESTMENT CORPORATION
		
	By:	 	  

	Name:	 	Russell I. Pillar
	Title:	 	Chief Executive Officer
	
	INITIAL STOCKHOLDERS:
	
	CATALYTIC CAPITAL MANAGEMENT HOLDINGS, LLC
		
	By:	 	  

	Name:	 	Matthew G. Pillar
	Title:	 	Managing Member of Catalytic Capital LLC,
		 	the Managing Member of Catalytic Capital Management Holdings, LLC


  

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 WITNESS the execution of this Agreement as of the date first above written.

  

	
	INITIAL STOCKHOLDERS:
	
	  

	 RUSSELL I. PILLAR

	
	  

	 MATTHEW G. PILLAR

	
	  

	 JEFFREY D. GOLDSTEIN

	
	  

	 JONATHAN P. MAY

	
	  

	 DENNIS S. BOOKSHESTER

	
	  

	 MICHAEL T. FELIX

	
	  

	 SHARON D. GARRETT

	
	  

	 JEFFREY F. RAYPORT



  

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 EXHIBIT A 
 (Numbers reflect 4:5 reverse stock split effective July 18, 2006) 
  

							
	 Name and Address of Initial
Stockholder
	  	Number of Common Stock	  	Stock Certificate Number	  	Number of Warrants
	 Catalytic Capital Management Holdings LLC
  
 c/o Catalytic Capital LLC
 100 Wilshire Boulevard,
 Suite 1100
 Santa Monica, CA 90401
	  	2,999,998	  		  	
				
	 Russell I. Pillar,
  
 c/o Catalytic Capital LLC
 100 Wilshire Boulevard,
 Suite 1100
 Santa Monica, CA 90401
	  	39,583	  		  	243,885
				
	 Matthew G. Pillar
  
 c/o Catalytic Capital LLC
 100 Wilshire Boulevard,
 Suite 1100
 Santa Monica, CA 90401
	  	39,584	  		  	243,885
				
	 Jeffrey D. Goldstein
  
 c/o Catalytic Capital LLC
 100 Wilshire Boulevard,
 Suite 1100
 Santa Monica, CA 90401
	  	6,250	  		  	38,509
				
	 Jonathan P. May
  
 c/o Catalytic Capital LLC
 650 Madison Avenue,
 9th Floor
 New York, NY 10022
	  	39,583	  		  	243,885
				
	 Dennis S. Bookshester
  
 c/o Catalytic Capital LLC
 100 Wilshire Boulevard,
 Suite 1100
 Santa Monica, CA 90401
	  	31,250 	  		  	

  

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	 Michael T. Felix
  
 c/o Catalytic Capital LLC
 100 Wilshire Boulevard,
 Suite 1100
 Santa Monica, CA 90401
	  	31,250 	  		  	
				
	 Sharon D. Garrett
  
 c/o Catalytic Capital LLC
 100 Wilshire Boulevard,
 Suite 1100
 Santa Monica, CA 90401
	  	31,250 	  		  	
				
	 Jeffrey F. Rayport
  
 c/o Catalytic Capital LLC
 100 Wilshire Boulevard,
 Suite 1100
 Santa Monica, CA 90401
	  	31,250	  		  	

 Reference is made to the Private Placement Purchase Agreement, dated as of March 22, 2006, by and among the
Company and the persons and entities listed on Exhibit A thereto and to Amendment No. 1 to Private Placement Agreement, dated April 20, 2006, by and among the Company and the purchasers set forth on the signature pages thereto. 

 

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 EXHIBIT B 
 INSIDER LETTER 
  

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