6,000,000 shares CORSAIR COMPONENTS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 15th, 2012 • Corsair Components, Inc. • Computer peripheral equipment, nec • New York
Corsair Components, Inc., a Delaware corporation (the “Company”), and certain stockholders and a warrantholder of the Company named in Schedule 2 attached hereto (the “Selling Stockholders”), propose to sell an aggregate of 6,000,000 shares (the “Firm Stock”) of the Company’s Common Stock, par value $0.00001 per share (the “Common Stock”). Of the 6,000,000 shares of the Firm Stock, 4,124,000 shares are being sold by the Company and 1,876,000 shares are being sold by the Selling Stockholders as set forth in Schedule 2. In addition, Andrew J. Paul (the “Option Stockholder”) and the Company propose to grant, severally and not jointly, to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) options to purchase up to an aggregate of 541,000 additional shares of the Common Stock (in the case of the Option Stockholder) and up to an aggregate of 359,000 additional shares of the Common Stock (in the case of the Company) on the terms set forth i
CORSAIR MEMORY, INC. INDEMNITY AGREEMENTIndemnity Agreement • June 17th, 2010 • Corsair Components, Inc. • Computer peripheral equipment, nec • Delaware
This Indemnity Agreement (this “Agreement”), dated as of , 2010, is made by and between Corsair Memory, Inc., a Delaware corporation (the “Company”), and , a director and/or officer of the Company (the “Indemnitee”).
CORSAIR MEMORY, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 17th, 2010 • Corsair Components, Inc. • Computer peripheral equipment, nec • California
CORSAIR MEMORY LETTERHEADCorsair Components, Inc. • June 17th, 2010 • Computer peripheral equipment, nec • California
We are pleased to inform you that the Board of Directors of Corsair Memory, Inc., a Delaware corporation (the “Company”), has approved a new severance benefit program for you. The purpose of this letter agreement is to set forth the terms and conditions of your severance benefits and to explain certain limitations that may govern their overall value or payment date.
WAREHOUSE/INDUSTRIAL LEASE AGREEMENT BY AND BETWEEN SUTTER HILL INVESTORS LLC, a Delaware limited liability company AS LANDLORD AND CORSAIR MEMORY, INC., a California corporation AS TENANT DATED JANUARY 18, 2005Lease Agreement • February 3rd, 2012 • Corsair Components, Inc. • Computer peripheral equipment, nec • California
THIS LEASE AGREEMENT is made and entered into by and between Landlord and Tenant on the Lease Date. The defined terms used in this Lease which are defined in the Basic Lease Information attached to this Lease Agreement (“Basic Lease Information”) shall have the meaning and definition given them in the Basic Lease Information. The Basic Lease Information, the exhibits, the addendum or addenda described in the Basic Lease Information, and this Lease Agreement are and shall be construed as a single instrument and are referred to herein as the “Lease.”
NINTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTSCredit and Security Agreement • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
This Ninth Amendment to Credit and Security Agreement and Waiver of Defaults (this “Amendment”), dated as of October 16, 2006, is made by and between CORSAIR MEMORY, INC., a California corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (as more fully defined in Paragraph 1 of this Amendment, the “Lender”), acting through its Wells Fargo Business Credit operating division.
FIFTEENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
This Fifteenth Amendment to Credit and Security Agreement (this “Amendment”), dated as of June 14, 2010, is made by and between CORSAIR MEMORY, INC., a Delaware corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.
SIXTEENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec • California
This Sixteenth Amendment to Credit and Security Agreement (this “Amendment”), dated as of August 19, 2010, is made by and between CORSAIR MEMORY, INC., a Delaware corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.
CREDIT AGREEMENTCredit Agreement • April 26th, 2012 • Corsair Components, Inc. • Computer peripheral equipment, nec • California
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of April 26, 2012, by and among CORSAIR MEMORY, INC., a Delaware corporation (“Borrower”), CORSAIR COMPONENTS, INC., a Delaware corporation (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
ELEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTSCredit and Security Agreement • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
This Eleventh Amendment to Credit and Security Agreement and Waiver of Defaults (this “Amendment”), dated as of June 27, 2008, is made by and between CORSAIR MEMORY, INC., a Delaware corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.
AGREEMENT AND PLAN OF MERGER BY AND AMONG CORSAIR MEMORY INC., CORSAIR COMPONENTS ACQUISITION SUB, INC., AND CORSAIR COMPONENTS, INC., DATED NOVEMBER 12, 2010Agreement and Plan of Merger • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
THIS AGREEMENT AND PLAN OF MERGER dated as of this 12th day of November, 2010 (the “Agreement”), is by and among Corsair Memory, Inc., a Delaware corporation (“Company”), Corsair Components, Inc., a Delaware corporation and wholly owned subsidiary of Company (“Parent”), and Corsair Components Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”).
CORSAIR MEMORY, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 17th, 2010 • Corsair Components, Inc. • Computer peripheral equipment, nec • California
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec • California
This Consent and Waiver Agreement (this “Agreement”) is made as of July 6, 2011, by and among Corsair Components, Inc., a Delaware corporation (the “Company”), certain persons and entities who purchased shares of, and warrants for the purchase of shares of, the Company’s Common Stock and are listed as Purchasers on the signature pages hereto (each, a “Purchaser,” and collectively, the “Purchasers”) from certain stockholders of the Company listed as Sellers on the signature pages hereto (each a “Seller” and collectively the “Sellers”) pursuant to a certain Securities Purchase Agreement by and among the Sellers and the Purchasers dated as of even date herewith (the “Purchase Agreement”), and each of the Sellers. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Purchase Agreement.
FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
This Fifth Amendment to Credit and Security Agreement (this “Amendment”), dated as of December 9, 2004, is made by and between CORSAIR MEMORY, INC., a California corporation (the “Borrower”), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”).
SEVENTEENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • April 26th, 2012 • Corsair Components, Inc. • Computer peripheral equipment, nec
This Seventeenth Amendment to Credit and Security Agreement (this “Amendment”), dated as of March 5, 2012, is made by and between CORSAIR MEMORY, INC., a Delaware corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.
ContractCorsair Components, Inc. • June 17th, 2010 • Computer peripheral equipment, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION IN REASONABLY ACCEPTABLE FORM AND SCOPE TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION, QUALIFICATION OR OTHER SUCH ACTIONS ARE NOT REQUIRED UNDER ANY SUCH LAWS OR THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE OFFERING OF THIS WARRANT HAS NOT BEEN REVIEWED OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, OR BY ANY STATE’S SECURITIES ADMINISTRATOR. THIS WARRANT IS ALSO SUBJECT TO CERTAIN ADDITIONAL TRANSFER RESTRICTIONS PROVIDED FOR HEREIN.
Re: Severance and Release AgreementSeverance and Release Agreement • February 3rd, 2012 • Corsair Components, Inc. • Computer peripheral equipment, nec • California
This Severance and Release Agreement (the “Agreement”) between you and Corsair Components, Inc., (the “Company”) sets forth the terms of the payments, releases, and obligations upon the separation of your employment with the Company.
SIXTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
This Sixth Amendment to Credit and Security Agreement (this “Amendment”), dated as of March 21, 2005, is made by and between CORSAIR MEMORY, INC., a California corporation (the “Borrower”), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”).
CREDIT AND SECURITY AGREEMENT BY AND BETWEEN CORSAIR MEMORY, INC. AND WELLS FARGO BUSINESS CREDIT, INC. June 10, 2003Credit and Security Agreement • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
CORSAIR MEMORY, INC., a California corporation (the “Borrower”), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”), hereby agree as follows:
THIRTEENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
This Thirteenth Amendment to Credit and Security Agreement (this “Amendment”), dated as of January 27, 2010, is made by and between CORSAIR MEMORY, INC., a Delaware corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.
EIGHTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
This Eighth Amendment to Credit and Security Agreement (this “Amendment”), dated as of March 13, 2006, is made by and between CORSAIR MEMORY, INC., a California corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), acting through its WELLS FARGO BUSINESS CREDIT operating division.
CORSAIR MEMORY, INC. NON-QUALIFIED STOCK OPTION PLAN STOCK OPTION AGREEMENTStock Option Agreement • June 17th, 2010 • Corsair Components, Inc. • Computer peripheral equipment, nec • California
This Stock Option Agreement (the “Agreement”) is made and entered into as of the date of grant set forth below (the “Date of Grant”) by and between Corsair Memory, Inc., a California corporation (the “Company”), and the grantee identified below (the “Grantee”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s Non-Qualified Stock Option Plan (the “Plan”) and in the Glossary attached hereto.
FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
This Amendment (this “Amendment”), dated as of July 31, 2004, is made by and between CORSAIR MEMORY, INC., a California corporation (the “Borrower”), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”).
FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
This Amendment (this “Amendment”), dated as of August 13, 2003, is made by and between CORSAIR MEMORY, INC., a California corporation (the “Borrower”), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”).
FIRST AMENDMENT TO LEASELease • February 3rd, 2012 • Corsair Components, Inc. • Computer peripheral equipment, nec
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the 3rd day of December, 2009, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”), and CORSAIR MEMORY, INC., a Delaware Corporation (“Tenant”).
TENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND NOTICE OF DEFAULTSCredit and Security Agreement • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
This Tenth Amendment to Credit and Security Agreement and Notice of Defaults (this “Amendment”), dated as of January 2, 2008, is made by and between CORSAIR MEMORY, INC., a California corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.
Corsair letterhead] Dear Mr. [ ],Corsair Components, Inc. • May 4th, 2012 • Computer peripheral equipment, nec
In connection with our IPO, you have executed a Lock-Up Letter Agreement (the “Agreement”) which, among other things, freezes your ability to exercise vested stock options until the expiration thereof. In the event you are involuntarily terminated without cause prior to the expiration of the lock up period as described in that Agreement, you could be in a situation where the right to exercise your vested stock options would expire prior to the expiration of the lock-up period.
CORSAIR COMPONENTS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec • California
This Registration Rights Agreement (the “Agreement”) is made as of July 6, 2011 by and among Corsair Components, Inc., a Delaware corporation (the “Company”) and certain persons and entities who purchased shares of, and warrants for the purchase of shares of, the Company’s Common Stock and are listed as Purchasers on the signature pages hereto (each, a “Purchaser,” and collectively, the “Purchasers”) from a group of stockholders of the Company (the “Selling Stockholders”) pursuant to a certain Securities Purchase Agreement between the Purchasers and the Selling Stockholders dated as of even date herewith (the “Purchase Agreement”).
THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
This Amendment (this “Amendment”), dated as of April 1, 2004, is made by and between CORSAIR MEMORY, INC., a California corporation (the “Borrower”), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”).
TWELFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTSCredit and Security Agreement and Waiver of Defaults • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec • California
This Twelfth Amendment to Credit and Security Agreement and Waiver of Defaults (this “Amendment”), dated as of June 2, 2009, is made by and between CORSAIR MEMORY, INC., a Delaware corporation (the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division.
SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
This Seventh Amendment to Credit and Security Agreement (this “Amendment”), dated as of May 27, 2005, is made by and between CORSAIR MEMORY, INC., a California corporation (the “Borrower”), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”).
STOCK PURCHASE AGREEMENT (2006 Stock Purchase Plan)Stock Purchase Agreement • June 17th, 2010 • Corsair Components, Inc. • Computer peripheral equipment, nec • California
This Stock Purchase Agreement (“Agreement”) is made and entered into as of December , 2006 (“Effective Date”), by and between Corsair Memory, Inc. (the “Company”), and (“Purchaser”), with reference to the following facts which the parties agree are true:
SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security • November 3rd, 2011 • Corsair Components, Inc. • Computer peripheral equipment, nec
This Amendment (this “Amendment”), dated as of November 10, 2003, is made by and between CORSAIR MEMORY, INC., a California corporation (the “Borrower”), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”).
