Exhibit 10.1
  XBOX 360 ACCESSORY LICENSE AGREEMENT
 Xbox 360 Accessory License Agreement Agreement Effective Date Company Microsoft
 1. Definitions
 1.1 Approved Subcontractor Exhibit
H
 1.2 Approved Vendor Exhibit F
 1.3 Baseband Chip
 1.4 Baseband Firmware
 1.5 Branding Specifications Exhibit B-2
 1.6 Certification Specifications
 1.7 Certification Testing Center Exhibit D
 1.8 Firmware
 1.9 Licensed Product
 1.10 Licensed for Xbox 360 Logo Exhibit B-1
 1.11 Microsoft Materials
 1.12 Microsoft Standards
 Microsoft
Confidential
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1.13 Necessary Claims
 1.14 Product Package
 1.15 Proposed Product
 1.16 Quality Standards
 1.17 Radio Device
 1.18 Security Chip
 1.19 Security Feature
 1.20 Security Firmware
 1.21 Technical Documentation Exhibit A
 1.22 Term
 1.23 Territory Exhibit E
 1.24 Wireless Feature
 1.25 Wireless Firmware
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1.26 Wireless Licensed Product
 1.27 Xbox 360 Chip(s)
 1.28 Xbox 360 Logos
 1.29 Xbox 360 Product Jewel Logo Exhibit B-1
  2. Xbox 360 Development Kit (Peripherals) License .
 PXDK
 3. Licenses .
 3.1 Xbox 360 Security Feature and Wireless Feature. Derivatives
 3.2 Baseband Firmware. Exhibit C
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3.3 Xbox 360 Chip(s).
 3.4 Restrictions.
 (a) No Reverse Engineering.
 (b) No Foundry Products.
 (c) Restricted Software. Excluded License
 3.5 Reservation of Rights.
 4. Xbox 360 Logos .
 4.1 Licensed for Xbox 360 Logo. Company is not authorized or licensed to include the Licensed for
Xbox 360 Logo on the
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Licensed Product itself or on any labels affixed to the Licensed Product or as part of any
warranties made by the Company
 4.2 Xbox 360 Product Jewel Logo. Company is not authorized or licensed to include the Xbox 360 Product Jewel Logo on any
promotional materials or advertising in connection with the marketing, sales and distribution of
the Licensed Product(s), or as part of any warranties made by the Company. The Xbox 360 Product
Jewel Logo is licensed to Company solely for placement on the Licensed Products as set forth
herein.
 4.3 Logo Usage Approval.
 (a) Company Submission Submitted
Materials
 
 (b) Microsoft Response.
 Company Contact:
    
    Simon BellAddress:
    
    Mad Catz, Inc.4 West Point Row, Great Park RoadAlmondsbury, BristolBS324QGUnited Kingdome-mail:
    
    sbell@madcatz.com
 Company Packaging Contact:
    
    Johnny SchmidtAddress:
    
    Mad Catz, Inc.7480 Mission Valley Road, Suite 101San Diego, California 92108 USAe-mail:
    
    Jschmidt@madcatz.com
  (c) Use of Approved Materials.
 4.4 Logo Usage Requirements and Restrictions.
 (a) Branding Specifications.
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(b) No Third Party Usage; No Merchandising.
 (c) No Co-Branding.
 (d) Other Prohibited Uses.
 (e) Remedy of Non-Conformance.
 4.5 Assistance in Protecting Logos.
 4.6 Logo Ownership.
 5. Payments .
 5.1 License Fees.
 (a) Security Feature Fee. Exhibit C Security Feature Fee
 (b) Wireless Feature Fee. Exhibit C Wireless Feature
Fee
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(c) Setup and Firmware Fees Exhibit C
 5.2 Logo Royalties.
 (a) Logo Royalties Exhibit C
 (b) Royalty Reports and Payments.
 5.3 Place of Payment.
 Company Contact:
    
    Michael GuerreroAddress:
    
    Mad Catz, Inc.7480 Mission Valley Road, Suite 101San Diego, California 92108 USAe-mail:
    
    mguerrero@madcatz.com
  Reports:
    
    Quarterly royalty reports should be sent via email to:Microsoft Licensing, GP (MLGP)Xbox 360 Accessories Accounting ServicesEmail: mslipubx@microsoft.comFax: (1) 775/826-0531Fax (alternative): 1-775-826-0506
  Bank of America901 Main StreetDallas, TX 75202USAWire / EFT ABA # 0260-0959-3ACH ABA # 111000012SWIFT# BOFAUS3NMicrosoft Licensing, GPor such other address of account as Microsoft may specify from time to time.
 5.4 Audit.
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5.5 Delinquent Payment.
 5.6 Taxes.
    6. Product Review and Certification .
 6.1 Review of Proposed Product.
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6.2 Authorization of Security Feature, Wireless Feature and Xbox 360 Chip(s).
 6.3 Certification of Proposed Product.
 (a) Requirements for Certification.
 (b) Proposed Product Submission.
 (c) Proposed Product Review.
 (d) Testing Schedule; Reports.
 (e) Failure to Pass Certification. will not
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. Microsoft will not refund any advance license fees paid for a
Proposed Product that does not pass certification testing.
 (f) Additional Product Requirements. Exhibit G Microsoft will not refund any advance license fees paid for a Proposed Product that does not pass
certification testing or meet the Quality Standards or Microsoft Standards.
 6.4 Approval to Deliver Xbox 360 Chip(s).
 6.5 Control of Xbox 360 Chip(s).
 6.6 Final Retail Product Samples.
 6.7 Prohibition on Unauthorized Manufacture or Distribution.
 6.8 Private Label Products.
 7. No Restriction on Independent Development .
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8. Product Manufacturing .
  9. Permission to Demonstrate .
  10. Confidentiality; Press Announcements; Product Listing .
 10.1 Non-Disclosure Agreement. NDA
 10.2 Press Releases.
 
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10.3 Mandated Disclosure of this Agreement.
 10.4 Access to Xbox 360 Game Publishers.
 10.5 Product Listing.
 11. End User Warranties .
  12. Company Warranties to Microsoft .
 12.1
 12.2
 12.3
 12.4
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12.5
 13. Microsoft Warranties to Company; Disclaimer of Warranties; Exclusion of Damages; Limitation
of Liability .
 13.1 Warranties.
 13.2 DISCLAIMER. THE ENTIRE RISK AS TO THE QUALITY, USE, OR PERFORMANCE OF ANY MATERIALS PROVIDED BY
MICROSOFT HEREUNDER REMAINS WITH COMPANY.
 13.3 EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. To the maximum extent
permitted by applicable law, in no event will Microsoft, its affiliates, subsidiaries, licensors or
its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever
under this Agreement (including, but not limited to, damages for loss of profits or confidential or
other information, for business interruption, for personal injury, for failure to warn, for failure
to meet any duty including of good faith or of reasonable care, for negligence, and for any other
pecuniary or other loss whatsoever) even if Microsoft has been apprised of the likelihood of such
damages.
 13.4 Limitation of Liability and Remedies
 14. Indemnity .
 14.1 Companys Indemnity of Microsoft.
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14.2 Indemnity Procedures.
 14.3 Microsofts Indemnity of Company.
 15. Term and Termination .
 15.1 Term. .
 15.2 Termination for Cause.
 (a) By Microsoft.
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(b) By Company.
 15.3 Effect of Termination; Sell-off Rights. Sell-off Period
 15.4 Return of Materials.
 15.5 Survival.
 16. Miscellaneous .
 16.1 Governing Law; Attorneys Fees.
 (a) Governing Law.
 (b) Attorneys Fees.
 16.2 Notices and Requests.
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Company:
    
    MAD CATZ, INC.
7480 Mission Valley Road, Suite 101
San Diego, California 92108 USAAttention:
    
    President & CEOPhone: 
Fax:
    
    (619) 683-9830 x3600
(619) 683-9839with a cc to: 
Attention:
    
    Whitney E. Peterson
General CounselMicrosoft:
    
    MICROSOFT CORPORATION
One Microsoft Way
Redmond, WA 98052-6399 USAAttention:
    
    Scott Loomiswith a cc to:
    
    MICROSOFT CORPORATION
One Microsoft Way
Redmond, WA 98052-6399 USAAttention:
    
    Law & Corporate Affairs  Xbox HardwarePhone: 
Fax:
    
    (425) 882-8080
(425) 936-7329
  16.3 Assignment.
 16.4 Independent Contractors.
 16.5 Enforceability/Waiver. .
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16.6 Government Approvals.
 16.7 Injunctive Relief.
 16.8 Entire Agreement/Modification .
 IN WITNESS WHEREOF,
 MICROSOFT CORPORATION
    
    MAD CATZ, INC./s/ Todd Holmdahl
    
    /s/ Darren RichardsonBy (signature)
    
    By (signature)Todd Holmdahl
    
    Darren RichardsonName (print)
    
    Darren RichardsonCorp VP
    
    President & CEOTitle
    
    Title3/23/2009
    
    3/9/2009Date
    
    Date
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EXHIBIT A
 Microsoft Materials
  1.
    
    Xbox 360 Controller Requirements2.
    
    Xbox 360 Wireless Controller Requirements3.
    
    Xbox 360 Controller XUSB Specification4.
    
    Xbox 360 Controller Certification Requirements5.
    
    XNA common controller WindowsXP driver [in object code only]6.
    
    Xbox 360 Controller Security Interface Specification
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EXHIBIT B-1
 Licensed Logos
 Xbox 360 Product Jewel Logo
 
 Licensed for Xbox 360 Logo
 
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EXHIBIT B-2
 Branding Specifications
  
 [***]
    
    INDICATES MATERIAL THAT HAS BEEN OMMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Page 20 of 28




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EXHIBIT C
 Royalties and Fees
  
 [***]
    
    INDICATES MATERIAL THAT HAS BEEN OMMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Page 21 of 28




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EXHIBIT D
 Certification Testing Centers
 [To be supplied at a later date]
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EXHIBIT E
 Territory
  þ
 þ
 þ
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EXHIBIT F
 Approved Vendors
 [to be supplied at a later date]
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EXHIBIT G
 Certificate of Compliance (CoC)
 Supplier Information
 Company Name:
    
    Address:SRSM(Supplier Restricted Substance Mngr) :
    
    Title:SRSM Phone:
    
    Email:
 Reportable Substances
 Microsoft Specification
Restricted Substances for Hardware Products (H00594)
 H00594 Section B SUBSTANCE NAME
    
    CAS NUMBER
    
    WHERE USED in PRODUCT1.2.3.4.5.6.
 Product Information
 Product Names & Number:
    

Device (ex. Gamepad, Steering wheel):PNs/EIPNs/SKUs:
    
    Time Period(maximum 12 months):From:                    To:
 Does this component contain a RoHS exempt application? No: o Yes: o  If yes:
 1.
    
    Cite the RoHS exemption(s) being claimed. Select exemption from drop down menu,
Select exemption from drop down menu, Select exemption from drop down menu, Select
exemption from drop down menu, Select exemption from drop down menuRefer to Annex 1 at the end of this form for the complete list of RoHS exemptions.2.
    
    Identify the homogeneous material(s)in the component(s) containing the RoHS
substance (e.g. glass, metal, alloy, ceramic, etc.):
 Restricted Substances for Hardware Products (H00594)
 Supplier Electronic Signature
 SRSM:
    
    Date:
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Annex 1: Applications of lead, mercury, cadmium and hexavalent chromium exempted from RoHS as of
October 2006
  1.
    
    Mercury in compact fluorescent lamps not exceeding 5 mg per lamp.2.
    
    Mercury in straight fluorescent lamps for general purposes not exceeding: halophosphate 10
mg;  triphosphate with normal lifetime 5 mg;  triphosphate with long lifetime 8 mg.3.
    
    Mercury in straight fluorescent lamps for special purposes.4.
    
    Mercury in other lamps not specifically mentioned in this Annex.5.
    
    Lead in glass of cathode ray tubes, electronic components and fluorescent tubes.6.
    
    a.        Lead as an alloying element in steel containing up to 0.35 % lead by weight
 b.
    
    Lead as an alloying element in aluminum containing up to 0.4 % lead by weightc.
    
    Lead as an alloying element copper alloys containing up to 4 % lead by weight.
 7.
    
    a.        Lead in high melting temperature type solders (i.e. lead based alloys containing 85 % by
weight or more lead)
 b.
    
    Lead in solders for servers, storage and storage array systems, network infrastructure
equipment for switching, signaling, transmission as well as network management for
telecommunicationsc.
    
    Lead in electronic ceramic parts (e.g. piezoelectronic devices).
 8.
    
    Cadmium in electrical contacts and cadmium plating except for applications banned under
Directive 91/338/EEC (1) amending Directive 76/769/EEC (2) relating to restrictions on the
marketing and use of certain dangerous substances and preparations.9.
    
    Hexavalent chromium as an anti-corrosion of the carbon steel cooling system in absorption
refrigerators.10.
    
    Not Applicable per H00594. Deca BDE is banned in Microsoft products.11.
    
    Lead used in compliant pin connector systems.12.
    
    Lead as a coating material for the thermal conduction module c-ring.13.
    
    Lead and cadmium in optical and filter glass.14.
    
    Lead in solders consisting of more than two elements for the connection between the pins and
the package of microprocessors with a lead content of more than 80% and less than 85% by
weight.15.
    
    Lead in solders to complete a viable electrical connection between semiconductor die and
carrier within integrated circuit Flip Chip packages.16.
    
    Lead in linear incandescent lamps with silicate coated tubes.17.
    
    Lead halide as radiant agent in High Density Discharge (HID) lamps used for professional
reprography applications.18.
    
    Lead as activator in the fluorescent powder (1 % lead by weight or less) of discharge lamps
when used as sun tanning lamps containing phosphors such as BSP (BaSi2O5:Pb) as well as when
used as speciality lamps for diazo-printing reprography, lithography, insect traps,
photochemical and curing processes containing phosphors such as SMS ((Sr,Ba)2MgSi2O7:Pb).19.
    
    Lead with PbBiSn-Hg and PbInSn-Hg in specific compositions as main amalgam and with PbSn-Hg
as auxiliary amalgam in very compact Energy Saving Lamps (ESL).21.
    
    Lead oxide in glass used for bonding front and rear substrates of flat fluorescent lamps used
for Liquid Crystal Displays (LCD).Lead and cadmium in printing inks for the application
enamels on borosilicate glass22.
    
    Lead in finishes of fine pitch components other than connectors with a pitch of 0.65mm or
less with Ni Fe lead frames and lead in finishes of fine pitch components other than
connectors with a pitch of 0.65mm or less with copper lead-frames23.
    
    Lead in solders for the soldering to machined through hole discoidal and planar array ceramic
multilayer capacitors24.
    
    Lead oxide in plasma display panels (PDP) and surface conduction electron emitter displays
(SED) used in structural elements; notably in the front and rear glass dielectric layer, the
bus electrode, the black stripe, the address electrode, the barrier ribs, the seal frit and
frit ring as well as in print pastes25.
    
    Lead oxide in the glass envelope of Black Light Blue (BLB) lamps26.
    
    Lead alloys as solder for transducers used in high-powered (designated to operate for several
hours at acoustic power levels of 125dB SPL and above) loudspeakers27.
    
    Hexavalent chromium in corrosive preventive coatings of unpainted metal sheetings and
fasteners used for corrosion protection and Electromagnetic Interference Shielding in
equipment falling under category three of Directive 2002/96/EC (IT and telecommunications
equipment). Exemption granted until 1 July 200728.
    
    Lead bound in crystal glass as defined in Annex I (Categories 1, 2, 3, and 4) of Council
Directive 69/493/EEC OJ L 326, 29.12.1969, p. 36. Directive as last amended by 2003 Act of
Accession
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EXHIBIT H
 Approved Subcontractors
 [to be supplied at a later date]
 Subcontractor
    
    Contact Information
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EXHIBIT I
 Company Customer Products
  Contact Person
    
    
    
    Brand,Company
    
    
    
    (Name, phone and
    
    
    
    TrademarkCustomer
    
    Address
    
    email)
    
    Licensed Product
    
    and/or Logo
 MICROSOFT CORPORATION
    
    
    
    MAD CATZ, INC.By:
    
    
    
    
    
    
    
    By:Name:
    
    
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    
    
    Title:
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