0000950123-11-036552 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities 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”).

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REGISTRATION RIGHTS AGREEMENT
Registration 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.

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