SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 25th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 24, 2015, between Mad Catz Interactive, Inc., a corporation organized under the Canada Business Corporations Act (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
AT THE MARKET OFFERING AGREEMENT November 5, 2015Market Offering Agreement • November 5th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
Mad Catz Interactive, Inc., a corporation organized under the Canada Business Corporations Act (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Manager”) as follows:
MAD CATZ INTERACTIVE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 5th, 2014 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
This Indemnification Agreement (“Agreement”) is effective as of [•] by and between Mad Catz Interactive, Inc., a corporation organized under the Canada Business Corporation Act (the “Company”), and [•] (“Indemnitee”).
Exhibit B JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13G/A being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange...Joint Filing Agreement • April 1st, 2005 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles)
This Agreement is filed as an exhibit to Schedule 13G/A being filed by Potomac Capital Management LLC, Potomac Capital Management Inc., and Paul J. Solit in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G/A to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G/A and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 18th, 2011 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of the 17th day of April, 2011, by and among Mad Catz Interactive, Inc., a corporation organized under the Canada Business Corporations Act (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).
PLACEMENT AGENCY AGREEMENT March 24, 2015Placement Agency Agreement • March 25th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
Mad Catz Interactive, Inc., a corporation organized under the Canada Business Corporations Act (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell, through the Roth Capital Partners, LLC (the “Placement Agent”) as placement agent, securities of the Company consisting of shares (“Shares”) of the Company’s common stock (“Common Stock”), no par value and warrants to purchase shares of Common Stock (“Warrants”, and collectively with the Shares, the “Securities”), directly to various investors (the “Investors”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2016 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
This Employment Agreement (the “Agreement”), entered into on February 5, 2016 (the “Effective Date”), is made by and between Karen McGinnis (the “Executive”) and Mad Catz Interactive, Inc., a corporation existing under the federal laws of Canada (together with any of its subsidiaries and affiliates as may employ the Executive from time to time, and any successor(s) thereto, the “Company”).
GTR GROUP INC. and MONTREAL TRUST COMPANY OF CANADA as Rights Agent SHAREHOLDER RIGHTS PLAN AGREEMENT Dated as of May 26, 2000Shareholder Rights Plan Agreement • September 30th, 2002 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Ontario
THIS AGREEMENT dated as of the 26th day of May, 2000 between GTR Group Inc. (the “Corporation”), a corporation incorporated under the Canada Business Corporations Act, and Montreal Trust Company of Canada, a trust company incorporated under the laws of Canada, as Rights Agent (the “Rights Agent”), which term shall include any successor Rights Agent hereunder.
June 26, 2003 Mr. Cyril Talbot III:Release Agreement • August 6th, 2004 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
GUARANTY AGREEMENTGuaranty Agreement • August 13th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Texas
This Guaranty Agreement (as may be amended, restated, or otherwise modified from time to time, this “Guaranty Agreement”), is executed and delivered by the undersigned Guarantor in favor of NEWSTAR BUSINESS CREDIT, LLC, a Delaware limited liability company, in its capacity as administrative and collateral agent for the Lender Parties (in such capacity, together with its successors and assigns, the “Administrative Agent”), effective as of June 30, 2015 as provided herein below:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 26th, 2009 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
This Amendment to Employment Agreement (this “Amendment”) is made effective as of December 31, 2008, by and among Mad Catz, Inc., a Delaware corporation (“Mad Catz”), Mad Catz Interactive, Inc., a Delaware corporation (“Parent”), and Darren Richardson (“Executive”). Mad Catz and Parent are referred to herein collectively as the “Company.”
Second Amended and Restated Loan Agreement between WACHOVIA CAPITAL FINANCE CORPORATION (CENTRAL) as Lender and US Collateral Agent and MAD CATZ, INC. as Borrower October 30, 2006Loan Agreement • November 3rd, 2006 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
This Second Amended and Restated Loan Agreement dated as of October 30, 2006 (this “Agreement”) is entered into by and between Wachovia Capital Finance Corporation (Central), formerly known as Congress Financial Corporation (Central), an Illinois corporation (as lender, “Lender”; and as US collateral agent, “US Collateral Agent”), and Mad Catz, Inc., a Delaware corporation (“Borrower”).
GENERAL SECURITY AGREEMENTGeneral Security Agreement • August 13th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Ontario
SECURITY AGREEMENTSecurity Agreement • August 13th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Texas
THIS SECURITY AGREEMENT (this “Agreement”) is made as of June 30, 2015, by 1328158 Ontario Inc., an Ontario corporation (“Debtor”) in favor of NewStar Business Credit, LLC, a Delaware limited liability company, as Administrative Agent (together with its successors and assigns, the “Secured Party”) for the Lenders under the Loan Agreement (as defined below).
SHARE PLEDGE AGREEMENTShare Pledge Agreement • September 30th, 2002 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Ontario
THIS SHARE PLEDGE AGREEMENT (together with all amendments, modifications, supplements, restatements or replacements thereof from time to time, this “Pledge Agreement”), dated as of August 1, 2002, made by 1328158 Ontario Inc., a corporation existing under the laws of Ontario (the “Pledgor”), in favour of CONGRESS FINANCIAL CORPORATION (CANADA) an Ontario corporation, as Collateral Agent (together with its successors and assigns, the “Collateral Agent”) on behalf of the Lender (as defined below) under the Loan Agreement (as defined below).
PATENT, COPYRIGHT AND TRADEMARK SECURITY AGREEMENTPatent, Copyright and Trademark • August 13th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
THIS PATENT, COPYRIGHT AND TRADEMARK SECURITY AGREEMENT (the “Agreement”) is made as of June 30, 2015 between MAD CATZ, INC., a Delaware corporation (“MCI”), MAD CATZ INTERACTIVE, INC., a corporation organized under the Canada Business Corporations Act (“Parent”) and MAD CATZ INTERACTIVE ASIA LIMITED (“Mad Catz Asia”; MCI, Parent, and Mad Catz Asia are herein collectively called, the “Assignors” and each is an “Assignor”) and FAUNUS GROUP INTERNATIONAL, INC., a Delaware corporation (“Secured Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2011 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this ___ day of April, 2011, by and among Mad Catz Interactive, Inc., a corporation organized under the Canada Business Corporations Act (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement, dated as of April 17, 2011, by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
GUARANTEEGuarantee • June 26th, 2009 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Illinois
THIS GUARANTEE (“Guarantee”), dated June 23, 2009, is by Winkler Atlantic Holdings Limited, a British Virgin Islands business company (“Guarantor”), with its chief executive office at 7480 Mission Valley Road, Suite 101, San Diego, California, 92108 and registered office at PO Box 92, Road Town Tortola, British Virgin Islands VG 1110 in favor of Wachovia Capital Finance Corporation (Central), an Illinois corporation, as US Collateral Agent for and on behalf of the Secured Parties and as Lender, having an office at 150 South Wacker Drive, Suite 2200, Chicago, Illinois 60606-4202.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2012 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
This Amendment to Employment Agreement (this “Amendment”) is made effective as of November 6, 2012, by and among Mad Catz, Inc., a Delaware corporation (“Mad Catz”), Mad Catz Interactive, Inc., a corporation organized under the laws of Canada (“Parent”), and Brian Andersen (“Executive”). Mad Catz and Parent are referred to herein collectively as the “Company.”
BINDING TERM SHEET FOR THE CO-PUBLISHING OF ROCK BANDMad Catz Interactive Inc • March 5th, 2015 • Games, toys & children's vehicles (no dolls & bicycles)
This binding term sheet (“Agreement”) relating to the co-publishing of Rock Band 4 Software and Rock Band 4 Hardware (as defined below) is effective this 4th day of March, 2015 (the “Effective Date”), by and between HARMONIX MUSIC SYSTEMS, INC., a Delaware corporation, with offices at 625 Massachusetts Avenue, 2nd Floor, Cambridge, MA 02139 (“Harmonix”) on the one hand, and MAD CATZ INTERACTIVE, INC., an Ontario corporation, with offices at 10680 Treena Street, Suite 500, San Diego, CA 92131-2447, and its subsidiary and affiliated companies (collectively “Mad Catz”) on the other hand. Harmonix and Mad Catz are sometimes referred to individually as a (“Party”) and collectively as the (“Parties”).
WEB SERVICES AGREEMENTWeb Services Agreement • July 25th, 2003 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
This Web Services Agreement (“Agreement”) is made and entered into as of February 11, 2003, by and between IGN Entertainment, Inc., a Delaware corporation (“IGN”), with its principal place of business at 3240 Bayshore Boulevard, Brisbane, CA 94005, and Mad Catz, Inc., a Delaware corporation, with principal offices at 7840 Mission Valley Road, Suite 101, San Diego, CA 92108 (“Mad Catz”).
STOCK PURCHASE AGREEMENT by and among MAD CATZ, INC., as “Buyer,” MAD CATZ INTERACTIVE, INC., as “Parent” (solely for purposes of Section 7.9), TRITTON TECHNOLOGIES INC., as “Tritton,” and THE STOCKHOLDERS OF TRITTON IDENTIFIED ON THE SIGNATURE PAGE...Stock Purchase Agreement • June 11th, 2010 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
ContractCompliance Certificate • February 5th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Illinois
CERTAIN INFORMATION INDICATED BY [***] HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2.
Mad Catz Interactive, Inc. Darren Richardson President-CEO San Diego, California, 92108 Dear Darren:Mad Catz Interactive Inc • July 12th, 2005 • Games, toys & children's vehicles (no dolls & bicycles)
This binding agreement specifies the terms under which Mad Catz Interactive, Inc. (Mad Catz) will acquire exclusive rights from Mastiff, LLC (Mastiff) to distribute Pump It Up: Exceed in the US, Mexico and Canada.
Letterhead of Wells Fargo Capital Finance, LLC]Mad Catz Interactive Inc • February 5th, 2013 • Games, toys & children's vehicles (no dolls & bicycles)
Re: Fourth Amended and Restated Credit Agreement dated August 1, 2012 and as amended by a letter agreement dated October 31, 2012 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Credit Agreement”) between Wells Fargo Capital Finance, LLC, (“Wells Fargo”), Mad Catz, Inc. (the “Borrower”) and the Obligors party thereto. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to them in the Credit Agreement unless stated otherwise.
THIS FIRST AMENDING AGREEMENT dated as of the 20th day of November, 2007First Amending Agreement • November 20th, 2007 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
WHEREAS Borrower, Lender and US Collateral Agent entered into a second amended and restated loan agreement dated October 30, 2006 (as amended, modified, supplemented, extended, renewed, restated and replaced from time to time, the “Loan Agreement”) pursuant to which certain credit facilities were established in favour of Borrower;
First Amendment To The Web Services Agreement Between IGN Entertainment, Inc. and Mad Catz, Inc.Web Services Agreement • July 25th, 2003 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles)
This First Amendment (“First Amendment”) to the Web Services Agreement, dated as of May 5, 2003 (“Agreement”), by and between IGN Entertainment, Inc. (“IGN”) and Mad Catz, Inc. (“Mad Catz”) is made as of February 10, 2003.
FIRST AMENDMENT TO THAT CERTAIN HARMONIX ROCK BAND 4 MANUFACTURING, PUBLISHING AND DISTRIBUTION AGREEMENTDistribution Agreement • September 20th, 2016 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles)
This First Amendment (“First Amendment”) to that certain agreement entitled “Harmonix Rock Band 4 Manufacturing, Publishing and Distribution Agreement and Software Publishing and Distribution Agreement,” dated October 14, 2015 and effective as of March 4, 2015 (the “Agreement”), is entered into as of this 26th day of April, 2016 (the “Amendment Effective Date”), by and between HARMONIX MUSIC SYSTEMS, INC., a Delaware corporation, with offices at 40 Broad Street, 7th Floor, Boston, MA 02109 (“Harmonix”) on the one hand, and MAD CATZ INTERACTIVE, INC., an Ontario corporation, and MAD CATZ, INC., a Delaware corporation, both with offices at 10680 Treena Street, Suite 500, San Diego, California 92131 (collectively, “Company”) on the other hand. Harmonix and Company are each referred to as a “Party” and collectively referred to as the “Parties” herein. Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Agreement.
June 13, 2011 Mrs. Allyson Evans 2387 Wilbur Ave. San Diego, CA 92109 Re: Employment Terms Dear Ms. Evans:Mad Catz Interactive Inc • June 29th, 2011 • Games, toys & children's vehicles (no dolls & bicycles) • California
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • August 13th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles)
This Subordination and Intercreditor Agreement (this “Agreement”) dated as of June 30, 2015, among NEWSTAR BUSINESS CREDIT, LLC, as administrative and collateral agent for Lenders (as defined below) (in such capacity, “Agent”), FAUNUS GROUP INTERNATIONAL, INC., a Delaware corporation (as further defined below “Foreign Lender”), MAD CATZ, INC., a Delaware corporation (together with its successors and assigns, “MCI”), 1328158 ONTARIO INC., a Canadian corporation (together with its successors and assigns, “MCC”), MAD CATZ INTERACTIVE, INC., a Canada corporation (together with its successors and assigns, “Parent”), and MAD CATZ INTERACTIVE ASIA LTD., organized under the laws of Hong Kong (together with its successors and assigns, “Mad Catz Asia”; MCI, MCC, and Mad Catz Asia called “Company”).
Wells Fargo Capital Finance 245 S. Los Robles Ave.; 7th Floor Pasadena, CA 91101 MAC E2006-070 (626) 685-4454Mad Catz Interactive Inc • August 26th, 2013 • Games, toys & children's vehicles (no dolls & bicycles) • Illinois
Re: Fourth Amended and Restated Loan Agreement dated August 1, 2012 (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time, the “Loan Agreement”) between Wells Fargo Capital Finance, LLC, (“Wells Fargo”), Mad Catz, Inc. (the “Borrower”) and the Obligors party thereto. Capitalized terms not otherwise defined in this Agreement shall have the meanings given to them in the Loan Agreement unless stated otherwise.
CANADIAN INTELLECTUAL PROPERTY SECURITY AGREEMENTCanadian Intellectual Property Security Agreement • August 13th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Ontario
This Canadian Intellectual Property Security Agreement (as amended, supplemented, restated, extended, renewed, or replaced from time to time, this “Agreement”) dated June 30, 2015, granted by Mad Catz Interactive, Inc. (“Parent”) and 1328158 Ontario Inc. (“MCC” and, together with Parent, the “Debtors” and each a “Debtor”) in favour of NewStar Business Credit, LLC, a Delaware limited liability company, as Administrative agent (together with its successors and assigns, the “Secured Party”) for the benefit of the Lenders (as defined in the security agreement referred to below).
GUARANTEE AND DEBENTUREFinancing Agreement • September 30th, 2002 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles)
GUARANTEEGuarantee • November 20th, 2007 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
THIS GUARANTEE (“Guarantee”), dated November 20, 2007, is by Saitek Industries Limited, a Delaware corporation (“Guarantor”), with its chief executive office at 2295 Jefferson Street, Torrance, California, in favor of Wachovia Capital Finance Corporation (Central), an Illinois corporation (“Lender”), having an office at 150 South Wacker Drive, Suite 2200, Chicago, Illinois 60606-4202.
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 9th, 2016 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Texas
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) executed as of February 5, 2016, and effective at the Effective Time, is by and among: (a) MAD CATZ, INC., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”), (b) MAD CATZ INTERACTIVE INC., a Canadian corporation, and 1328158 ONTARIO INC., an Ontario corporation, each as a Guarantor and collectively with the Borrower, the Credit Parties (c) the undersigned lenders party hereto (collectively, the “Lenders” and each a “Lender”) and (d) NEWSTAR BUSINESS CREDIT, LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such capacity, and including its successors and permitted assigns, the “Administrative Agent”).
