EX-10.6



 Exhibit 10.6 

CANADIAN INTELLECTUAL PROPERTY SECURITY AGREEMENT 

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). 

RECITALS: 

WHEREAS, pursuant to the Security Agreement, dated as of the date hereof (as amended, restated, supplemented, or
otherwise modified, the “Security Agreement”), the Debtor has granted security interests in favour of the Secured Party; 

AND WHEREAS, the Secured Party may wish to record this Agreement with the Canadian Intellectual Property Office
(“CIPO”); 
 THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
acknowledged, the Debtor hereby agrees with the Secured Party as follows: 
 SECTION 1. Defined
Terms.  Initially capitalized terms used but not defined in this Agreement have the same meanings as in the Security Agreement. 

SECTION 2. Grant of Security Interest in Intellectual Property.  As continuing security for the
payment and performance of the Debtor’s Secured Obligations, the Debtor hereby grants to the Secured Party, for the benefit of the Lenders, a continuing, specific and fixed security interest (the “IP Security Interest”) in all
the Debtor’s right, title and interest in, to and under all of the following intellectual property rights of the Debtor: 
  

	 	(a)	 the trademarks and trademark licenses to which it is a party (collectively, the “Trademarks”) and all goodwill of the business
connected with the use of, and symbolized by, each Trademark, which are listed on Schedule A attached hereto; 


  

	 	(b)	 the patents, industrial designs, patent licenses and industrial design licenses to which it is a party (collectively, the
“Patents”) and all divisionals, continuations, continuations, continuations-in-part, reissues, reexaminations or extensions of the Patents, which are listed on Schedule B attached hereto; 



 

	 	(c)	 the copyrights of the Debtor and copyright licenses pursuant to which the Debtor is an exclusive licensee (collectively, the
“Copyrights”), which are listed on Schedule C attached hereto; and 


  

	 	(d)	 any other proprietary rights and intellectual property of the Debtor, including without limitation, formulations, manufacturing procedures, quality
control procedures and product specifications relating to any products sold under the Patents, Copyrights, Trademarks and domain names of the Debtor 



(collectively, the “IP Collateral”). 







 SECTION 3. Security Agreement.  The IP Security Interest
is granted in conjunction with the security interests granted pursuant to the Security Agreement, and the Debtor hereby acknowledges and affirms that the rights and remedies of the Secured Party, on behalf of the Lenders, with respect to the IP
Security Interest in the IP Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. 

SECTION 4. Termination.  Upon termination of the commitments in respect of all Secured Obligations
and full and final payment and performance of the Secured Obligations, the Secured Party shall, upon request in writing by the Debtor and at the expense of the Debtor, cancel and discharge the IP Security Interest and execute and deliver to the
Debtor such documents as shall be requisite to discharge the IP Security Interest. 
 SECTION 5. Governing
Law.  This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the laws of the State of Texas without prejudice to or limitation of any other rights or remedies available under
the laws of any jurisdiction where property or assets of the Debtor may be found. 
 SECTION 6.
Assignment.  The Secured Party may assign all of its rights and obligations under this Agreement. The Debtor shall not assign this Agreement or any of its rights or obligations under this Agreement. This Agreement shall enure to
the benefit of the Secured Party and its successors (including any successor by reason of amalgamation or merger) and assigns and shall be binding on the Debtor, and its successors (including any successor by reason of amalgamation or merger). 

THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH DEBTOR IS A PARTY REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 







 IN WITNESS OF WHICH, the Debtor and Secured Party have duly executed this
Agreement: 
 DEBTOR: 
  

			
	MAD CATZ, INC.
		
	 By:	 	   /s/ Darren Richardson

		 	   Name: Darren Richardson

  Title: President & CEO




  

			
		  	Canadian Intellectual Property Security Agreement - Borrower









 SECURED PARTY: 

 

			
	NEWSTAR BUSINESS CREDIT, LLC
		
	 By:	 	   /s/ Greg Gentry

		 	  Name: Greg Gentry
		 	  Title: SVP



  

			
		  	Canadian Intellectual Property Security Agreement - Borrower









 SCHEDULE A 

TRADE-MARKS 
 REGISTERED TRADEMARKS
AND PENDING TRADEMARK APPLICATIONS 
  

					
	Owner	  	Trademark Description	  	Registration Number
	Mad Catz, Inc.	  	SHARKWIRE	  	1022045 (Expired)
	Mad Catz, Inc.	  	SHARKWIRE ONLINE (& Design)	  	1022044 (Expired)
	Mad Catz, Inc.	  	GAMESHARK	  	TMA510307
	Mad Catz, Inc.	  	GAMESHARK PRO	  	TMA554819
	Mad Catz, Inc.	  	 




  
	  	TMA556528
	Mad Catz, Inc.	  	 




  
	  	TMA545731


  

			
		  	Canadian Intellectual Property Security Agreement - Borrower









 SCHEDULE B 

PATENTS 
 ISSUED PATENTS AND PENDING
PATENT APPLICATIONS 
 Nil. 







 SCHEDULE C 

COPYRIGHTS 
 COPYRIGHT REGISTRATIONS
AND PENDING COPYRIGHT APPLICATIONS 
 Nil.