0001144204-10-015841 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 26th, 2010 • Ocz Technology Group Inc • Computer storage devices

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 23, 2010, by and among OCZ Technology Group, Inc., a Delaware corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

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Contract
Warrant Agreement • March 26th, 2010 • Ocz Technology Group Inc • Computer storage devices • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE SECURITIES ACT OR (II) THE TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND, IF THE ISSUER REQUESTS, AN OPINION SATISFACTORY TO THE ISSUER TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 26th, 2010 • Ocz Technology Group Inc • Computer storage devices • New York

This Securities Purchase Agreement (this “Agreement”) is made and entered into as of March 23, 2010 (the “Execution Date”), by and among OCZ Technology Group, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on Schedule A attached hereto (collectively, the “Purchasers” and individually, a “Purchaser”).

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