Common Stock Purchase Agreement



 EXHIBIT 10.1 
 CATALYTIC CAPITAL INVESTMENT CORPORATION 
 COMMON STOCK PURCHASE AGREEMENT

 THIS COMMON STOCK PURCHASE AGREEMENT
(the “Agreement”) is made as of March 1, 2006, by and between CATALYTIC CAPITAL INVESTMENT CORPORATION, a Delaware corporation (the
“Company”) and CATALYTIC CAPITAL MANAGEMENT HOLDINGS LLC (“Purchaser”). 
 The Company desires to issue, and Purchaser desires to acquire, stock of the Company as herein described, on the terms and conditions hereinafter set
forth; 
 1. Purchase and Sale of Stock. Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell
to Purchaser, an aggregate of 3,874,998 shares of the Common Stock of the Company (the “Stock”) at $0.0064 per share, for an aggregate purchase price of $24,799.99, payable in cash. The closing hereunder, including payment
for and delivery of the Stock shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree. 
 2. Limitations on Transfer. Purchaser shall not assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Stock except in
compliance with the provisions herein and applicable securities laws. Furthermore, the Stock shall be subject to any right of first refusal in favor of the Company or its assignees that may be contained in the Company’s Bylaws. The Company
shall not be required (a) to transfer on its books any shares of Stock of the Company which shall have been transferred in violation of any of the provisions set forth in this Agreement or (b) to treat as owner of such shares or to accord
the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred. Purchaser hereby further acknowledges that Purchaser may be required to hold the Stock purchased hereunder indefinitely.
During the period of time during which the Purchaser holds the Stock, the value of the Stock may increase or decrease, and any risk associated with such Stock and such fluctuation in value shall be borne by the Purchaser. 
 3. Restrictive Legends. All certificates representing the Stock shall have endorsed thereon legends in substantially the following forms (in
addition to any other legend which may be required by other agreements between the parties hereto): 
 (a) “THE SHARES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” 
 (b) Any legend required by appropriate
blue sky officials. 







 4. Investment Representations. In connection with the purchase of the Stock, Purchaser represents
to the Company the following: 
 (a) Purchaser is aware of the Company’s business affairs and financial condition and has acquired
sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Stock. Purchaser is purchasing the Stock for investment for Purchaser’s own account only and not with a view to, or for resale in connection
with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Act”). 
 (b)
Purchaser understands that the Stock has not been registered under the Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed
herein. 
 (c) Purchaser further acknowledges and understands that the Stock must be held indefinitely unless the Stock is
subsequently registered under the Act or an exemption from such registration is available. Purchaser understands that the certificate evidencing the Stock will be imprinted with a legend which prohibits the transfer of the Stock unless the Stock is
registered or such registration is not required in the opinion of counsel for the Company. 
 (d) Purchaser is familiar with the
provisions of Rules 144, under the Act, as in effect from time to time, which, in substance, permits limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer thereof (or from an affiliate of such
issuer), in a non-public offering subject to the satisfaction of certain conditions. 
 The Stock may be resold by Purchaser in certain
limited circumstances subject to the provisions of Rule 144, which requires, among other things: (i) the availability of certain public information about the Company and (ii) the resale occurring following the required holding period under
Rule 144 after the Purchaser has purchased, and made full payment of (within the meaning of Rule 144), the securities to be sold. 
 (e)
Purchaser further understands that at the time Purchaser wishes to sell the Stock there may be no public market upon which to make such a sale, and that, even if such a public market then exists, the Company may not be satisfying the current
public information requirements of Rule 144, and that, in such event, Purchaser would be precluded from selling the Stock under Rule 144 even if the minimum holding period requirement had been satisfied. 
 (f) Purchaser warrants and represents that Purchaser is an “accredited investor” as that term is defined in Rule 501 of Regulation D
promulgated by the Securities and Exchange Commission under the Act. 
 (g) Purchaser further warrants and represents that Purchaser
has either (i) preexisting personal or business relationships, with the Company or any of its officers, directors or controlling persons, or (ii) the capacity to protect his own interests in connection with the purchase of the Stock by
virtue of the business or financial expertise of himself or of professional advisors to Purchaser who are unaffiliated with and who are not compensated by the Company or any of its affiliates, directly or indirectly. 







 5. Market Stand-Off Agreement. Purchaser shall not sell, dispose of, transfer, make any short sale
of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Common Stock or other securities of the Company held by Purchaser, including the Stock (the “Restricted
Securities”), during the 180-day period following the effective date of a registration statement of the Company filed under the Act (the “Lock Up Period”) (or such longer period, not to exceed 18 days after the expiration of the
180-day period, as the underwriters or the Company shall request in order to facilitate compliance with NASD Rule 2711). Purchaser agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the managing
underwriter(s) which are consistent with the foregoing or which are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to Purchaser’s Restricted
Securities until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 5 and shall have the right, power and authority to enforce the provisions hereof as though they were a
party hereto. 
 6. Miscellaneous. 
 (a) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed
telex or facsimile if sent during normal business hours of the recipient, and if not during normal business hours of the recipient, then on the next business day, (iii) five (5) calendar days after having been sent by registered or
certified mail, return receipt requested, postage prepaid, or (iv) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
shall be sent to the other party hereto at such party’s address hereinafter set forth on the signature page hereof, or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto.

 (b) Successors and Assigns. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to
the restrictions on transfer herein set forth, be binding upon Purchaser, Purchaser’s successors, and assigns. 
 (c) Governing Law;
Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought
in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Company’s principal place of business. 
 (d) Further Execution. The parties agree to take all such further action(s) as may reasonably be necessary to carry out and consummate this
Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement. 
 (e) Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and
supersedes and 








 
merges all prior agreements or understandings, whether written or oral. This Agreement may not be amended, modified or revoked, in whole or in part, except
by an agreement in writing signed by each of the parties hereto. 
 (f) Independent Counsel. Purchaser acknowledges that this
Agreement has been prepared on behalf of the Company by Cooley Godward LLP, counsel to the Company and that Cooley Godward LLP does not represent, and is not acting on behalf of, Purchaser. Purchaser has been provided
with an opportunity to consult with Purchaser’s own counsel with respect to this Agreement. 
 (g) Severability. If one or more
provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such
provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in
accordance with its terms. 
 (h) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one instrument. 
 (i) CIRCULAR 230 DISCLAIMER. THE TAX LAW IS VERY COMPLEX.
THIS AGREEMENT CONTAINS STATEMENTS REGARDING GENERAL TAX PRINCIPLES THAT MAY NOT BE SPECIFIC TO YOUR TAX SITUATION. THIS ADVICE WAS NOT INTENDED OR WRITTEN TO BE USED BY YOU FOR THE PURPOSE OF AVOIDING TAX PENALTIES THAT MIGHT BE IMPOSED ON YOU. YOU
SHOULD SEEK ADVICE BASED ON YOUR OWN PARTICULAR CIRCUMSTANCES FROM YOUR INDEPENDENT TAX ADVISOR. THIS DISCLAIMER IS REQUIRED BY THE INTERNAL REVENUE SERVICE’S CIRCULAR 230. 







 IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written. 
  

					
	CATALYTIC CAPITAL INVESTMENT CORPORATION
		
	By:	 	 /s/ MATTHEW G. PILLAR
  

		 	 Matthew G. Pillar
 Chief Financial Officer

			
		 	 Address:
	 	 100 Wilshire Boulevard

		 		 	 Suite 1100,

		 		 	 Santa Monica, CA 90401

	
	CATALYTIC CAPITAL MANAGEMENT HOLDINGS LLC
		
	By:	 	 /s/ RUSSELL I. PILLAR
  

	Name:	 	 Russell I. Pillar

	Title:	 	 Manager

			
		 	 Address:
	 	 100 Wilshire Boulevard
 Suite 1100
 Santa Monica, CA 90401