0001193125-15-104121 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities 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”).

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PLACEMENT AGENCY AGREEMENT March 24, 2015
Placement 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”).

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