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:
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).
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”).
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”).
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).
DATED 2015 as FGI - and - as the Client andMad Catz Interactive Inc • August 13th, 2015 • Games, toys & children's vehicles (no dolls & bicycles) • England and Wales
This Deed incorporates the schedules. Unless otherwise defined in this Deed or the context otherwise requires, terms used in this Deed have the meanings ascribed to them in schedule 1.
GUARANTYGuaranty • August 13th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles)
This Guaranty (“Agreement”) is made and executed this 30th day of June, 2015 by MAD CATZ, INC., a corporation, duly incorporated and validly existing pursuant to the laws of Delaware (“Guarantor”), having its principal place of business at 10680 Treena St., Suite 500, San Diego, California 92131, in favor of FAUNUS GROUP INTERNATIONAL, INC., a Delaware corporation (“FGI”), having its principal place of business at 80 Broad Street, 22nd Floor, New York, New York 10004.
CANADIAN INTELLECTUAL PROPERTY SECURITY AGREEMENTCanadian Intellectual Property Security Agreement • August 13th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Texas
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, Inc. (the “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).
PLEDGE AGREEMENTPledge Agreement • August 13th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Texas
THIS PLEDGE AGREEMENT is entered into effective as of June 30, 2015, by and between NewStar Business Credit, LLC, a Delaware limited liability company, as Administrative Agent (the “Secured Party”) for the Lenders (as defined below) under the Loan Agreement (as defined below), and Mad Catz Interactive, Inc., a corporation organized under the Canada Business Corporations Act (the “Pledgor”).
GUARANTEEGuarantee • August 13th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Ontario
CANADIAN GUARANTEECanadian Guarantee • August 13th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Ontario
THEREFORE, in consideration of the Lenders making certain credit facilities available to the Borrower and at the request of the Borrower that the Guarantors provide this Guarantee and Indemnity, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, each Guarantor agrees as follows:
CANADIAN PLEDGE AGREEMENTCanadian Pledge Agreement • August 13th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Ontario
THIS CANADIAN PLEDGE AGREEMENT is entered into effective as of June 30, 2015, by and between NewStar Business Credit, LLC, a Delaware limited liability company, as Administrative Agent (the “Secured Party”) for the Lenders (as defined below) under the Loan Agreement (as defined below), and Mad Catz Interactive, Inc., a corporation organized under the Canada Business Corporations Act (the “Pledgor”).
CANADIAN SECURITY AGREEMENTCanadian Security Agreement • August 13th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • Ontario
THIS CANADIAN SECURITY AGREEMENT (this “Agreement”) is made as of June 30, 2015, by Mad Catz Interactive, Inc. (“Parent”) and 1328158 Ontario Inc. (“MCC”) (collectively, 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 Lenders under the Loan Agreement (as defined below).
GUARANTY AGREEMENTGuaranty Agreement • August 13th, 2015 • Mad Catz Interactive Inc • Games, toys & children's vehicles (no dolls & bicycles) • New York
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 and FAUNUS GROUP INTERNATIONAL, INC., a Delaware corporation (“FGI”), effective as of June 30, 2015 as provided hereinbelow:
