Corsair Components, Inc. Sample Contracts

Corsair Components, Inc. – agreement among the Company, the underwriters named therein (the “Underwriters”) and the Selling Stockholders (the “Underwriting Agreement”). (May 15th, 2012)

This opinion letter is being delivered in accordance with the requirements of Item 16 of Form S-l and Item 601(b)(5) of Regulation S-K.

Corsair Components, Inc. – AMENDMENT NUMBER 2 CORSAIR COMPONENTS, INC. EMPLOYEE STOCK OWNERSHIP PLAN (May 15th, 2012)

Pursuant to and in accordance with the provisions of Section 19 of the Corsair Components, Inc. Employee Stock Ownership Plan, Corsair Memory, Inc. (the “Employer”) does hereby amend said Plan as follows:

Corsair Components, Inc. – 6,000,000 shares CORSAIR COMPONENTS, INC. Common Stock UNDERWRITING AGREEMENT (May 15th, 2012)

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 Components, Inc. – AMENDMENT NUMBER 1 CORSAIR COMPONENTS, INC. EMPLOYEE STOCK OWNERSHIP PLAN (May 15th, 2012)

Pursuant to and in accordance with the provisions of Section 19 of the Corsair Components, Inc. Employee Stock Ownership Plan, Corsair Memory, Inc. does hereby amend said Plan as follows:

Corsair Components, Inc. – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CORSAIR COMPONENTS, INC. (May 4th, 2012)

ONE: They are the duly elected and acting President and Secretary, respectively, of Corsair Components, Inc., a Delaware corporation (the “Corporation”). The date of filing of said corporation’s original certificate of incorporation with the Delaware Secretary of State is January 4, 2010.

Corsair Components, Inc. – SEVENTEENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (April 26th, 2012)

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.

Corsair Components, Inc. – CREDIT AGREEMENT (April 26th, 2012)

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”).

Corsair Components, Inc. – Section Page 1. NATURE OF PLAN. 1 2. DEFINITIONS. 2 3. ELIGIBILITY. 17 4. PARTICIPATION IN ALLOCATION OF BENEFITS. 18 (a) Participation. 18 (b) Leave of Absence. 18 (c) Omission of Eligible Employee. 18 (d) Inclusion of Ineligible Employee. 19 (e) Uniformed Services Participants. 19 (f) Suspended Participation. 19 5. CONTRIBUTIONS. 20 (a) Amount of Contribution 20 (b) Time for Making Contribution. 20 (c) Form of Contribution. 20 6. INVESTMENT OF TRUST ASSETS. 21 (a) Authorized Investments. 21 (b) Investment Duties. 21 (c) Plan Loans. 21 (d) Nonrecognition of Gain. 23 7. ALLOCATIONS TO ACCOUNTS (April 26th, 2012)
Corsair Components, Inc. – CORSAIR COMPONENTS, INC. EMPLOYEE STOCK PURCHASE PLAN Effective February 17, 2012 (March 7th, 2012)
Corsair Components, Inc. – THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CORSAIR COMPONENTS, INC. a Delaware corporation (March 7th, 2012)

Corsair Components, Inc. a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

Corsair Components, Inc. – CORSAIR COMPONENTS, INC. 2012 EQUITY INCENTIVE PLAN (March 7th, 2012)
Corsair Components, Inc. – AMENDED AND RESTATED BYLAWS OF CORSAIR COMPONENTS, INC. (hereinafter called the “Corporation”) (March 7th, 2012)
Corsair Components, Inc. – Re: Severance and Release Agreement (February 3rd, 2012)

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.

Corsair Components, Inc. – BHC INTERIM FUNDING III, L.P. (February 3rd, 2012)
Corsair Components, Inc. – 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, 2005 (February 3rd, 2012)

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.”

Corsair Components, Inc. – FIRST AMENDMENT TO LEASE (February 3rd, 2012)

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”).

Corsair Components, Inc. – FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (November 3rd, 2011)

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”).

Corsair Components, Inc. – BYLAWS OF CORSAIR COMPONENTS, INC. (November 3rd, 2011)
Corsair Components, Inc. – CREDIT AND SECURITY AGREEMENT BY AND BETWEEN CORSAIR MEMORY, INC. AND WELLS FARGO BUSINESS CREDIT, INC. June 10, 2003 (November 3rd, 2011)

CORSAIR MEMORY, INC., a California corporation (the “Borrower”), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”), hereby agree as follows:

Corsair Components, Inc. – FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (November 3rd, 2011)

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”).

Corsair Components, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CORSAIR COMPONENTS INC. (November 3rd, 2011)

ONE: They are the duly elected and acting President and Secretary, respectively, of Corsair Components Inc., a Delaware corporation (the “Corporation”). The date of filing of said corporation’s original certificate of incorporation with the Delaware Secretary of State is January 4, 2010.

Corsair Components, Inc. – SECOND AMENDMENT TO CREDIT AND SECURITY AGREEMENT (November 3rd, 2011)

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”).

Corsair Components, Inc. – THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT (November 3rd, 2011)

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”).

Corsair Components, Inc. – AGREEMENT AND PLAN OF MERGER BY AND AMONG CORSAIR MEMORY INC., CORSAIR COMPONENTS ACQUISITION SUB, INC., AND CORSAIR COMPONENTS, INC., DATED NOVEMBER 12, 2010 (November 3rd, 2011)

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 Components, Inc. – FIFTEENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (November 3rd, 2011)

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.

Corsair Components, Inc. – CONSENT AND WAIVER AGREEMENT (November 3rd, 2011)

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.

Corsair Components, Inc. – TWELFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTS (November 3rd, 2011)

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.

Corsair Components, Inc. – ELEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTS (November 3rd, 2011)

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.

Corsair Components, Inc. – TENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND NOTICE OF DEFAULTS (November 3rd, 2011)

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 Components, Inc. – THIRTEENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (November 3rd, 2011)

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.

Corsair Components, Inc. – FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT (November 3rd, 2011)

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”).

Corsair Components, Inc. – SIXTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (November 3rd, 2011)

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”).

Corsair Components, Inc. – NINTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT AND WAIVER OF DEFAULTS (November 3rd, 2011)

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.

Corsair Components, Inc. – SIXTEENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (November 3rd, 2011)

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.

Corsair Components, Inc. – SEVENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (November 3rd, 2011)

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”).