Letter agreement



 Exhibit 10.47 

 
 BHC INTERIM FUNDING III, L.P. 

444 Madison Avenue, 25th Floor 
 New
York, NY 10022 
 Attention: Gerald H. Houghton, Managing Partner 
 Facsimile: (212) 753-7730 
 Dated as of January 2, 2012 

Ladies and Gentlemen: 
 BHC Interim Funding III, L.P., a Delaware limited partnership (the “Holder”) confirms, and, assuming that the Holder has not transferred any of the Warrants (as defined below) or any
beneficial interest therein since the original issuance of the Warrants on June 18, 2009, Corsair Components, Inc. (“Components”) confirms, that the Holder is the holder of all of the outstanding warrants (as amended from time
to time, the “Warrants”) to purchase shares of common stock, par value $0.0001 per share (“Components Common Stock”), of Components issued under the Loan and Security Agreement dated as of June 18, 2009 between
the Holder and Corsair Memory, Inc. (“Memory”). Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to such terms in the Warrants, except that, for purposes of this letter agreement, the
term IPO shall refer only to clause (i) of the definition of IPO in the Warrants. 
 The parties hereto
confirm and agree that the Warrants have been amended by the letter agreement dated as of March 31, 2010 (the “First Amendment”) between Memory and the Holder, the letter agreement dated as of July 12, 2010 (the
“Second Amendment”) between Memory and the Holder, and the letter agreement dated as of March 31, 2011 (the “Third Amendment” and, together with the First Amendment and the Second Amendment, the “Prior
Amendments”) between Memory (or, in the case of the Third Amendment, Components) and the Holder, and are being further amended by this letter agreement. 

Components hereby represents and warrants to Holder that, on November 22, 2010, Memory effected a corporate
reorganization (the “Reorganization”) pursuant to which a wholly-owned subsidiary of Components was merged with and into Memory, with Memory being the surviving corporation and thereby becoming a wholly-owned subsidiary of
Components, and, as a result of the Reorganization, each share of Memory’s common stock, par value $0.0001 per share (“Memory Common Stock”) outstanding at the time of the Reorganization was converted into one share of
Components Common Stock and the Warrants in turn became exercisable for shares of Components Common Stock pursuant to Article IV of the Warrants. 
 Components represents and warrants to Holder that, on May 6, 2011, Components repurchased a total of 5,727,875 shares of Components Common Stock from the owners thereof, on December 9, 2011
Components repurchased a total of 8,119,568 shares of Components Common Stock from the owners thereof, on December 29, 2011 Components repurchased a total 







 
of 124,715 shares of Components Common Stock from its employee stock ownership plan and on January 2, 2012 Components repurchased 716,314 shares of Components Common Stock from Paul D.
McGuire, a former executive officer (collectively, the “Repurchased Shares”). 
 In consideration of
the benefits that will inure to the Holder from the repurchase of the Repurchased Shares and to the Holder and the Company from the Reorganization and if the Company completes an IPO, the Company and the Holder hereby agree as follows: 

1.        The parties hereto confirm and agree that, pursuant to
Section 4.1(a) of the Warrants, as a result of the Reorganization, the Warrants (which, prior to the Reorganization, were warrants to purchase shares of Memory Common Stock at an exercise price of $0.55 per share) became and are now warrants to
purchase a like number of shares of Components Common Stock at an exercise price of $0.55 per share (subject to adjustment as provided in the Warrants), all on the terms and subject to the conditions set forth in the Warrants. Components represents
and warrants that since the date of the issuance of the Warrants, other than as stated in this paragraph 1, no event has occurred that has triggered an adjustment to the Warrant Shares or the exercise price of the Warrants pursuant to Article IV of
the Warrants. 
 2.        The Warrants and the Prior Amendments are
amended, effective from and after the effective date of the Reorganization, by changing all references to “Corsair Memory, Inc.” appearing therein to refer instead to “Corsair Components, Inc.” and so that all references therein
to the “Company” shall be deemed to mean and refer to Corsair Components, Inc. and not to Corsair Memory, Inc., in each case except as expressly provided in the remainder of this Section 2 and elsewhere in this letter agreement, and
the Warrants and the Prior Amendments are further amended as follows (it being understood and agreed that all references to “Corsair Memory, Inc.” appearing in the remainder of this Section 2 shall be deemed to refer to Corsair
Memory, Inc. and not to Corsair Components, Inc.): 
 (a)    All references to the
“Company” or “Common Stock” appearing in the penultimate sentence of Section 1.4 of the Warrants shall be deemed to refer to Corsair Memory, Inc. and to Memory Common Stock, respectively; 

(b)    Clause (b) of the second sentence of the first paragraph of Section 1.1 of the
Warrants is deleted and replaced with the following: “(b) so long as this Warrant is being exercised for at least 25,000 Warrant Shares, by a “cashless exercise” of this Warrant, in which event the Holder shall receive from the
Company the number of Net Shares (as defined below) computed using the following formula and the Company will retain, in payment of the aggregate Exercise Price for the Warrant Shares with respect to which this Warrant is being exercised on a
cashless basis, the number of Warrant Shares equal to the excess of the Gross Shares (as defined below) over the Net Shares: 
  

	
	 NS = GS – (GSxEP)

	
                  FMV


 where: 
  

			
	NS =        	 	the number of Warrant Shares to be issued to the Holder (the “Net Shares”);


  
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		 	GS =	 	 the number of Warrant Shares with respect to which this Warrant is being exercised (inclusive of the Warrant Shares retained by the Company in payment of the
aggregate Exercise Price) (the “Gross Shares”);

			
		 	FMV =	 	 the Fair Market Value of one share of Common Stock on the Business Day immediately prior ot the date of such exercise; and

			
		 	EP =	 	 the Exercise Price.


 “In the event that the Holder effects a cashless exercise of this Warrant in order
to sell Warrant Shares in the Company’s initial public offering of Common Stock, then, anything herein to the contrary notwithstanding, for purposes of the foregoing formula and the following sentence, the Fair Market Value of one share of
Common Stock shall be equal to the initial public offering price per share of Common Stock in such offering, as set forth on the cover page of the final prospectus. No fractional shares shall be issued upon exercise of this Warrant and, in the event
that any fractional share would be issuable on exercise, the number of Warrant Shares to be issued shall be rounded down to the nearest whole share and, in lieu of issuing such a fractional share, the Company shall pay the Holder in cash the amount
computed by multiplying such fraction by the Fair Market Value of one share of Common Stock on the Business Day immediately prior to the date of such exercise. In the event of an adjustment in the number of Warrant Shares issuable upon exercise of
this Warrant pursuant to the terms hereof, then the 25,000 shares referred to above shall simultaneously be proportionately adjusted.” 
 (c)    Section 3.1 of the Warrants is amended by deleting the words “held on the Closing Date” appearing in clause (a) of the definition of “Change of
Control” and replacing those words with “held immediately following the time that Corsair Memory, Inc. became a wholly-owned subsidiary of the Company”, and Components hereby represents and warrants to Holder that Andrew J. Paul was a
Director, President and Chief Executive Officer of Memory and of Components at the time of the Reorganization and at the time of this Amendment; 
 (d)    Clause (b) of the definition of “Change of Control” in Section 3.1 of the Warrants is amended and restated to read in full as follows: “(b) the
sale, assignment or other transfer of any Capital Stock in the Company if after the consummation of such sale, transfer, or disposition (or proposed sale, transfer, or disposition) for any reason other than the death or Disability of any of Andrew
Paul, John S. Beekley or Don Lieberman, Andrew Paul, John S. Beekley and Don Lieberman, collectively shall cease to own and/or to have the power to vote, at least fifty-one percent (51%) of the outstanding voting Capital Stock of the
Company;”; 
 (e)    Section 3.1 of the Warrants is amended by deleting the words
“(exclusive of any nominal amount of qualifying Capital Stock held by any member of the Board of the Company)” appearing in clause (c) of the definition of “Change of Control” and replacing those words with “(exclusive
of any nominal amount of qualifying Capital 

  
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Stock held by any members of the board of directors of the Company or any of its subsidiaries and except for less than 0.5% of the outstanding Capital Stock of Corsair Memory S.A., a Swiss
company)”, and the Holder hereby agrees that any failure of Components or Memory to own up to 0.5% of the outstanding Capital Stock of Corsair Memory S.A., a Swiss company, did not and will not constitute a “Change of Control”;

 (f)    Section 3.1 of the Warrants is amended by deleting the words “the
Closing Date” appearing in subclause (i) and subclause (x) of clause (d) of the definition of “Change of Control” and replacing those words with “immediately following the time that Corsair Memory, Inc. became a
wholly-owned subsidiary of the Company”, and Components hereby represents and warrants to Holder that the persons who were the directors of Memory at the time of the Reorganization were the same persons who were the directors of Components at
the time of the Reorganization and no change in the directors of the Company since the Reorganization has constituted a Change of Control under such clause (d) (as amended hereby); 

(g)    Section 3.1 of the Warrants is amended by deleting the words “the Board of the
Company by a majority of the members of the Board” appearing in subclause (ii) of clause (d) of the definition of Change of Control and replacing those words with “the Board of the Company or, through and including the time of
the Reorganization, the Board of Corsair Memory, Inc. by a majority of the members of such Board”; 

(h)    Section 4.3 of the Warrants is amended by deleting the words “the Company’s
existing equity compensation plans” appearing in the fifth and sixth lines thereof and replacing those words with “the Corsair Memory, Inc.’s equity compensation plans existing on the date the Warrant was originally issued, which
plans have been assumed (expressly or by operation of law) by the Company and constitute Company plans”, and Components hereby represents and warrants to Holder that, in connection with the Reorganization, Components assumed (expressly or by
operation of law) the obligations of Memory under such plans; 
 (i)    Article IV of the
Warrants is amended by adding a new Section 4.5 to read in full as follows: “4.4 Fractional Shares. If any adjustment or readjustment in the shares of Common Stock issuable on exercise of this Warrant would result in this Warrant
being exercisable for a fractional share of Common Stock, the Company may, at its option, round the number of Warrant Shares issuable upon exercise of this Warrant down to the nearest whole share upon payment to the Holder of cash in an amount equal
to the applicable fraction multiplied by the excess of the Fair Market Value of one share of Common Stock on the effective date of the transaction giving rise to such adjustment or readjustment over the Exercise Price per share”; 

(j)    The reference to the “Company” appearing in the definition of “Loan and
Security Agreement” in Article VI of the Warrants shall be deemed to refer to Corsair Memory, Inc.; 

(k)    Section 7.13 of the Warrants is amended by deleting the words “Andrew Paul, Nicholas
Hawkins, Don Lieberman, or John S. Beekley” appearing in the fourth and fifth lines of such Section and replacing such words with “Andrew Paul or Nicholas 

  
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Hawkins” and by deleting the words “held by such individual as of the date hereof” appearing in the fifth and sixth lines of such Section and replacing such words with “held
by such individual immediately following the time that Corsair Memory, Inc. became a wholly-owned subsidiary of the Company”, and the Holder hereby agrees that the failure to notify the Holder that Don Lieberman ceased to be an officer of
Memory did not constitute a breach of the Warrants under Section 7.13 of the Warrants, and Components hereby represents and warrants to Holder that at the time of the Reorganization Andrew Paul and Nicholas Hawkins held the same positions with
Components as they did with Memory; 
 (l)    All references to “Corsair Memory,
Inc.” and the “Company” in the first sentence of the First Amendment and in Section 12 of the First Amendment shall be deemed to refer to Corsair Memory, Inc.; 

(m)    All references to “Corsair Memory, Inc.” and the “Company” in the first
sentence of the Second Amendment shall be deemed to refer to Corsair Memory, Inc.; 

(n)    All references to “Corsair Memory, Inc.”, the “Company” and “Corsair
Memory” in the first and second paragraphs of the Third Amendment shall be deemed to refer to Corsair Memory, Inc.; and 
 (o)    All references to “971,414” Warrant Shares or shares in the First Amendment are amended to refer to “780,000” Warrant Shares or shares, as the case may be.

 3.        The first paragraph of Section 1 of the First
Amendment is amended and restated to read in full as follows: 
 “The Warrants are hereby amended,
effective as of May 6, 2011, to provide that the total number of Warrant Shares as of any date shall be equal to the sum of (a) if such date is on or after May 6, 2011 and prior to December 9, 2011, 1,828,270 shares of Common
Stock or, if such date is on or after December 9, 2011 and prior to December 29, 2011, 1,665,878 shares or, if such date is on or after December 29, 2011 and prior to January 2, 2012, 1,663,384 shares of Common Stock or, if such
date is on or after January 2, 2012, 1,649,058 shares of Common Stock plus (b) the number of Additional Shares (as hereinafter defined) outstanding as of such date. For purposes of clarity, if any Warrants are exercised, then the number of
Warrant Shares shall be determined as of the date of such exercise.” 
 Components represents and warrants
that all of the Repurchased Shares were either (i) issued in exchange for shares of Memory Common Stock that were outstanding as of June 18, 2009, (ii) issued in exchange for shares of Memory Common Stock that were issued upon
exercise of options that were outstanding as of June 18, 2009, or (iii) issued upon exercise of options to purchase Components Common Stock that were received in exchange for options to purchase Memory Common Stock that were outstanding as
of June 18, 2009. Components represents and warrants that the 1,828,270 shares, 1,665,878 shares, 1,663,384 shares and 1,649,058 shares set forth above were calculated based upon the changes in its and Memory’s outstanding shares, warrants
and options as set forth in Exhibit A hereto (including share 

  
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repurchases on May 6, 2011, December 9, 2011, December 29, 2011 and January 2, 2012) and that such Exhibit A is true, accurate and complete for purposes of
determining the number of Warrant Shares (excluding Additional Shares, as defined in the First Amendment) issuable under the Warrant as of May 6, 2011, December 9, 2011, December 29, 2011 and January 2, 2012 and the
number of Additional Shares issuable under the Warrant as of January 2, 2012. As of January 2, 2012, the number of Additional Shares was 145,357 shares. 

4.        The second paragraph of Section 1 of the First Amendment is
amended by adding the following at the end of such paragraph (it being understood and agreed that the reference to “Corsair Memory, Inc.” appearing below in this Section 4 shall be deemed to refer to Corsair Memory, Inc. and not to
Corsair Components, Inc.): 
 “As used in the immediately preceding sentence, (1) all references to the
“Company” shall be deemed to mean, as of any date during the period beginning on and including April 1, 2010 to but excluding the Effective Time (as hereinafter defined), Corsair Memory, Inc. and, as of the Effective Time or any time
thereafter, the Company and (2) all references to “Common Stock” shall be deemed to mean, as of any date during the period beginning on and including April 1, 2010 to but excluding the Effective Time, the common stock of Corsair
Memory, Inc. and, as of the Effective Time or any time thereafter, the Common Stock of the Company. For purposes of clarity, the parties hereto agree that any and all shares of Common Stock, warrants, options or rights to acquire any shares of
Common Stock or convertible securities of the Company issued in exchange for or upon cancellation or in lieu of shares of common stock, warrants, options or rights to acquire shares of common stock or convertible securities of Corsair Memory, Inc.
as a result of or in connection with the merger of Corsair Memory, Inc. with and into a wholly-owned subsidiary of Corsair Components, Inc. shall be disregarded in calculating the number of Additional Shares. As used in this paragraph, the term
“Effective Time” means the time as of which Corsair Memory, Inc. became a wholly-owned subsidiary of the Company.” 
 Components hereby represents and warrants to Holder that prior to the Reorganization, it had issued one share of its common stock to Memory, and that such share was canceled and retired in connection with
the Reorganization. 
 5.        Section 4 of the First Amendment
is amended by adding the words “and any other amendments to the Warrants” in the third line of such Section immediately after the words “this letter agreement” and immediately before the words “to the same extent”.

 6.        Section 14 of the First Amendment is amended by
deleting the words “contemporaneously with the execution of this Agreement” appearing in the first and second lines of such Section and replacing those words with “promptly following a request by the managing underwriters of the
IPO”. 
 7.        Section 1 of the Third Amendment is
deleted, effective as of the time that Memory became wholly-owned subsidiary of Components, and Section 2 of the Third Amendment is amended and restated to read in full as follows: 

  
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 “All references to “March 31, 2011” in the First Amendment (except for date
of the First Amendment itself and the reference in Section 7 of the First Amendment) shall be deleted and replaced with references to “June 30, 2012.” 
 8.        The Holder agrees that, notwithstanding the provisions of Section 1.4 of the Warrant to the contrary, the Company may, without the consent of any
Holder of Warrants, change the par value of the Common Stock in connection with the IPO. 

9.        The Holder waives any requirement under Section 4.4 of the Warrants that the
Company provide the Holder a certificate showing the adjustment to the shares issuable upon exercise of the Warrants as a result of the Reorganization. 
 10.        The Holder agrees that the sale by Andrew Paul, John S. Beekley and Don Lieberman of Common Stock to Components on May 6, 2011 and December 9,
2011 and of Common Stock and warrants to purchase Common Stock to Keating Capital, Inc., Lazarus Investment Partners LLLP and Cambridge Capital II LLC (collectively, the “Investors”) on July 6, 2011, the instruments and
agreements entered into in connection with such sales and such issuance, and any transfers of Common Stock to the Investors upon exercise of such warrants did not and will not constitute a “Change of Control” pursuant to clause (b) of
the definition of such term in Section 3.1 of the Warrants. 
 11.        If the
Conditions (as defined in the First Amendment) are not fulfilled, then (x) the provisions set forth in Section 3 of this letter agreement shall be void and (y) the provisions of Sections 3, 4, 5 and 6 of this letter agreement shall
automatically terminate. 
 12.        Except as amended hereby, the terms and
provisions of the Warrants, as heretofore amended and supplemented by the Prior Amendments, shall remain in full force and effect. 
 13.        The parties hereto acknowledge and agree that there can be no assurance if or when the Company’s IPO will be completed or if or when the related
registration statement will become effective and that if or when those events occur is subject to numerous uncertainties and that the Company may elect to abandon or postpone the IPO in its sole discretion. 

14.        This letter agreement shall be governed by and construed in accordance with the laws
of the State of New York. 
 [Signature page follows] 

  
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 Please evidence your agreement to the terms of this letter agreement and
confirmation and acknowledgement of the matters set forth herein by signing this letter agreement in the space provided below. 
 Very truly
yours, 
  

					
	CORSAIR COMPONENTS, INC.
		
	 By:
	 	 /s/ Nicholas Hawkins

		 	 Name:
	 	Nicholas Hawkins
		 	Title:	 	Chief Financial Officer
	
	CORSAIR MEMORY, INC.
		
	 By:
	 	 /s/ Nicholas Hawkins

		 	 Name:
	 	Nicholas Hawkins
		 	 Title:
	 	Chief Financial Officer

 Agreed, acknowledged and confirmed as of the date first written above 

 
 BHC INTERIM FUNDING III, L.P. 

By: BHC Interim Funding Management III, L.P., its General Partner 
 By: BHC Investors III, L.L.C., its Managing Member 
 By: GHH Holdings III, L.L.C.

  
  

					
	 By:
	 	 /s/ Gerald H. Houghton

		 	 Name:
	 	Gerald H. Houghton
		 	 Title:
	 	Managing Member


  
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 Company: Corsair Components, Inc. 
 Date: January 2, 2012 
 Exhibit A 

Warrants Schedule 
  

									
	
Particulars
	  	 	 	 	 	 	Number	  
	 Warrant shares issuable on June 18, 2009
	  			 	 	 	1,942,827	  
	 Less: Adjustments
	  			 	 			 
	 Shares Repurchased on May 6, 2011
	  	 	(5,727,875	) 	 	 	(114,558	) 
	 	  			 	 	 	1,828,270	  
	 Shares Repurchased on December 9, 2011
	  	 	(8,119,568	) 	 	 	(162,391	) 
	 	  			 	 	 	1,665,878	  
	 Shares Repurchased on December 29, 2011
	  	 	(124,715	) 	 	 	(2,494	) 
	 	  			 	 	 	1,663,384	  
	 Shares Repurchased on January 2, 2012
	  	 	(716,314	) 	 	 	(14,326	) 
	 Total (A)
	  			 	 	 	1,649,058	  
	 	 	 
	 Additional warrant shares issuable due to option grants on or after
April 1, 2010 (net of cancellation including RSA)
	  			 	 			 
	 From April 1, 2010 to November 30, 2010
	  			 	 	 	60,737	  
	 From December 1, 2010 to September 30, 2011
	  			 	 	 	41,619	  
	 From October 1, 2011 to January 2, 2012
	  			 	 	 	43,001	  
	 Total (B)
	  			 	 	 	145,357	  
	 	  			 	 	 	 	 
	 Grand Total (A+B)
	  			 	 	 	1,794,415	  
	 	  	 	 	 	 	 	 	 


 

									
		  	 	Total	  	 	 	BHC 2%	  
	 Options
	  				 			
	 Options outstanding as of March 31, 2010
	  	 	38,524,482	  	 			
	 Options outstanding as of September 30, 2011
	  	 	37,506,340	  	 			
	 Options outstanding as of January 2, 2012
	  	 	31,294,510	  	 			
	 Options net of cancellations/ exercises
	  	 	(7,229,972	) 	 	 	(144,599	) 
			
	 RSA Cancellation
	  				 			
	 April 1, 2010 to January 2, 2012
	  	 	(457,863	) 	 	 	(9,157	) 
			
	 Additional Stock arising from the exercise of Options
	  				 			
	 April 1, 2010 to September 30, 2011
	  	 	6,589,811	  	 	 	131,796	  
	 October 1, 2011 to January 2, 2012
	  	 	8,365,823	  	 	 	167,316	  
	 Total
	  				 	 	145,357