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.
Mad Catz Letterhead]Release Agreement • September 30th, 2002 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • California
On behalf of Mad Catz, Inc., (the “Company”), I am pleased to offer you continued employment in the position of Chief Financial Officer of the Company. We recognize that you fill a critical executive position and want to compensate you accordingly and provide financial security to you. This letter sets forth the terms of the Employment Agreement (the “Agreement”) that the Company is offering to you:
First Amended and Restated Loan Agreement between CONGRESS FINANCIAL CORPORATION (CENTRAL) as Lender and US Collateral Agent and MAD CATZ, INC. as Borrower September 5, 2001Loan Agreement • September 30th, 2002 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Illinois
This First Amended and Restated Loan Agreement dated as of September 5, 2001 (this “Agreement”) is entered into by and between 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”).
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).
GUARANTEE AND DEBENTUREFinancing Agreement • September 30th, 2002 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles)
MAD CATZ, INC.Amending Agreement • September 30th, 2002 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Ontario
WHEREAS Lender and US Collateral Agent entered into certain financing arrangements with Borrower pursuant to which Lender made loans and provided other financial accommodations to Borrower, on the terms and conditions set forth in a Loan Agreement dated September 25, 2000 between Lender, US Collateral Agent and Borrower (the “Original Loan Agreement”);
Guarantee and IndemnityMad Catz Interactive Inc • September 30th, 2002 • Games, toys & children's vehicles (no dolls & bicycles)
GAMES TRADER INC. INCENTIVE STOCK OPTION PLAN OPTION AGREEMENTOption Agreement • September 30th, 2002 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Ontario
THIS OPTION AGREEMENT (this “Agreement”) made as of the day of , 19 . Unless otherwise defined herein, the terms defined in the Amended and Restated Incentive Stock Option Plan approved by the Board of Directors of Games Trader Inc. on June 23, 1999, as from time to time amended or supplemented (the “Plan”) shall have the same defined meanings in this Agreement.
February 26, 2001 Mr. Morris Perlis Morris Perlis & Associates Inc. Thornhill, Ontario L4J 1B7 Dear Morris, Re: Consulting ArrangementMad Catz Interactive Inc • September 30th, 2002 • Games, toys & children's vehicles (no dolls & bicycles) • Ontario
The purpose of this letter is to update the consulting arrangement between GTR Group, Inc. (“GTR”) and Morris Perlis & Associates, Inc. (the “Consultant”). Subject to the terms and conditions of this letter agreement, GTR and the Consultant agree as follows:
AMENDED AND RESTATED GENERAL SECURITY AGREEMENTGeneral Security Agreement • September 30th, 2002 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Illinois
This Amended and Restated General Security Agreement (“Agreement”) dated as of November 30, 2001, is by and among MAD CATZ, INC., a Delaware corporation (“US Borrower”), and FX UNLIMITED, INC., a Delaware corporation (“FX” and, together with US Borrower, each a “Debtor”, and collectively “Debtors”) and CONGRESS FINANCIAL CORPORATION (CENTRAL), an Illinois corporation, having an office at 150 South Wacker Drive, Suite 2200, Chicago, Illinois 60606, as US Collateral Agent (together with its successors and assigns, “US Collateral Agent”) for itself and the US Lender (as defined below) under the US Loan Agreement (as defined below).
GUARANTEEGuarantee • September 30th, 2002 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Ontario
Congress Financial Corporation (Central) (“Lender”) and Borrower have entered into certain financing arrangements pursuant to which Lender has made or may make loans and advances and provide other financial accommodations to Borrower as set forth in the First Amended and Restated Loan Agreement dated September 5, 2001 by and between Borrower and Lender, as lender and as US Collateral Agent (as defined therein) as amended by an amending agreement dated June 18, 2002 (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, collectively, the “Loan Agreement”), and other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto, including, but not limited to, this Guarantee (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, bei
Charge Over SharesMad Catz Interactive Inc • September 30th, 2002 • Games, toys & children's vehicles (no dolls & bicycles)
GUARANTEEMad Catz Interactive Inc • September 30th, 2002 • Games, toys & children's vehicles (no dolls & bicycles) • Ontario
Congress Financial Corporation (Central) (“Lender”) and Borrower have entered into certain financing arrangements pursuant to which Lender may make loans and advances and provide other financial accommodations to Borrower as set forth in the Loan Agreement, dated September 25, 2000 by and between Borrower and Lender (as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”), and other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto, including, but not limited to, this Guarantee (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements”).
