Exhibit
4.2

     

    
      REGISTRATION
RIGHTS AGREEMENT

      


      


      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”).

      


      This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of the
date hereof among the Company and the Purchasers (the “Purchase
Agreement”).

      


      The
Company and the Purchasers hereby agree as follows:

      


      1.  Definitions.  Capitalized
terms used and not otherwise defined herein that are defined in the Purchase
Agreement shall have the meanings given such terms in the Purchase
Agreement.  As used in this Agreement, the following terms shall have
the following meanings:

      


      “Advice” shall have
the meaning set forth in Section 6(d).

      


      “Effectiveness Date”
means, with respect to the initial Registration Statement required to be filed
hereunder, July 20, 2010 and, with respect to any additional Registration
Statements which may be required pursuant to Section 3(c), the 90th
calendar day following the date on which the Company first knows, or reasonably
should have known, that such additional Registration Statement is required
hereunder; provided, however, in the event
the Company is notified by the SEC that one of the above Registration Statements
will not be reviewed or is no longer subject to further review and comments, the
Effectiveness Date as to such Registration Statement shall be the fifth Business
Day following the date on which the Company is so notified if such date precedes
the dates required above.

      


      “Effectiveness Period”
shall have the meaning set forth in Section 2(a).

      


      “Event” shall have the
meaning set forth in Section 2(b).

      


      “Event Date” shall
have the meaning set forth in Section 2(b).

      


      “Filing Date” means,
with respect to the initial Registration Statement required hereunder, May 21,
2010 and, with respect to any additional Registration Statements which may be
required pursuant to Section 3(c), the 30th day
following the date on which the Company first knows, or reasonably should have
known, that such additional Registration Statement is required
hereunder.

      


      “Holder” or “Holders” means the
holder or holders, as the case may be, from time to time of Registrable
Securities.

      


      “Indemnified Party”
shall have the meaning set forth in Section 5(c).

      


      “Indemnifying Party”
shall have the meaning set forth in Section 5(c).

      


      “Losses” shall have
the meaning set forth in Section 5(a).

      


      “Plan of Distribution”
shall have the meaning set forth in Section 2(a).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial proceeding, such as a deposition), whether commenced
or threatened.

      


      “Prospectus” means the
prospectus included in a Registration Statement (including, without limitation,
a prospectus that includes any information previously omitted from a prospectus
filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other
amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

      


      “Purchased Securities”
means the Shares and the Warrant Shares.

      


      “Registrable
Securities” means all of (i) the Purchased Securities and (ii) the shares
of Common Stock issued or issuable upon any stock split, dividend or other
distribution, recapitalization or similar event with respect to the
foregoing.

      


      “Registration
Statement” means the registration statements required to be filed
hereunder and any additional registration statements contemplated by Section
3(c), including (in each case) the Prospectus, amendments and supplements to
such registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration
statement.

      


      “Rule 415” means Rule
415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC having substantially the same purpose and effect as such
Rule.

      


      “Rule 424” means Rule
424 promulgated by the SEC pursuant to the Securities Act, as such Rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the SEC having substantially the same purpose and effect as such
Rule.

      


      2.  Shelf
Registration.

      


      (a)  On
or prior to each Filing Date, the Company shall prepare and file with the SEC a
Registration Statement covering the resale of the Registrable Securities as
would permit or facilitate the resale and distribution of all the Registrable
Securities in the manner reasonably requested by the Holders.  The
Registration Statement shall be on Form S-1 and shall contain (unless otherwise
directed by the Holders) substantially the “Plan of Distribution”
attached hereto as Annex
A.  Subject to the terms of this Agreement, the Company shall
use its commercially reasonable efforts to cause a Registration Statement to be
declared effective under the Securities Act as promptly as possible after the
filing thereof, and shall use its commercially reasonable efforts to keep such
Registration Statement continuously effective under the Securities Act until all
Registrable Securities covered by such Registration Statement have been sold or
may be sold without volume restrictions pursuant to Rule 144 as determined by
counsel to the Company pursuant to a written opinion letter to such effect,
addressed and acceptable to the Company’s transfer agent and the affected
Holders, but in no event more than three (3) years from the Closing Date (the
“Effectiveness
Period”).  The Company shall telephonically request
effectiveness of a Registration Statement as of 5:00 pm Eastern Time on a
Business Day.   The Company shall notify the Holders via
facsimile or other electronic transmission of the effectiveness of a
Registration Statement on the same Business Day that the Company telephonically
confirms effectiveness with the SEC.  Failure to so notify the Holder
within one (1) Business Day of such confirmation shall be deemed an Event under
Section 2(c).

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      (b)  Notwithstanding
anything to the contrary in this Agreement, in the event the staff of the SEC
(the “Staff”)
or the SEC seeks to characterize any offering pursuant to a Registration
Statement filed pursuant to this Agreement as constituting an offering of
securities by or on behalf of the Company such that Rule 415 is not available to
the Company to register the resale of such Registrable Securities and as a
result the Staff or the SEC does not permit such Registration Statement to
become effective and used for resales in a manner that permits the continuous
resale at the market by the Holders participating therein (or as otherwise may
be acceptable to each Holder) without being named therein as an “underwriter,”
then the Company shall reduce the number of shares to be included in such
Registration Statement by all Holders until such time as the Staff and the SEC
shall so permit such Registration Statement to become effective as
aforesaid.  In making such reduction, the Company shall reduce the
number of Registrable Securities to be included by all Holders on a pro rata
basis (based upon the number of Registrable Securities otherwise required to be
included for each Holder) unless the inclusion of shares by a particular Holder
or a particular set of Holders results in the Staff or the SEC’s taking the
position that the inclusion of such Registrable Securities by such Holders would
constitute a registration “by or on behalf of the Company,” in which event the
shares held by such Holder or set of Holders shall be the only shares subject to
reduction (and if by a set of Holders on a pro rata basis by such Holders or on
such other basis as would result in the exclusion of the least number of shares
by all such Holders).  In addition, in the event that the Staff or the
SEC requires any Holder seeking to sell securities under a Registration
Statement filed pursuant to this Agreement to be specifically identified as an
“underwriter” (an “Underwriter
Identification”) in order to permit such Registration Statement to become
effective, and such Holder does not consent to being so named as an underwriter
in such Registration Statement, then, in each such case, the Company shall
reduce the total number of Registrable Securities to be registered on behalf of
such Holder, until such time as the Staff or the SEC does not require such
Underwriter Identification or until such Holder accepts such Underwriter
Identification and the manner thereof.  In the event of any reduction
in Registrable Securities pursuant to this Section 2(b) (such Registrable
Securities, the “SEC
Non-Registrable Securities”), if requested by a Holder holding
Registrable Securities that were so excluded from such registration, the Company
shall use its reasonable best efforts to cause such SEC Non-Registrable
Securities to be registered to the greatest extent and at the earliest
opportunity practicable and in any event not later 90 days after the earliest
practicable date permitted under applicable guidance of the SEC and the Staff
(and shall use its reasonable best efforts to effect additional registrations of
SEC Non-Registrable Securities until all such securities have been included in
additional Registration Statements).

      


      (c)  Notwithstanding
anything to the contrary in this Agreement, a Holder shall have the right to
require the Company to exclude all or any portion of such Holder’s Registrable
Securities from any Registration Statement, by written notice to the Company
upon such Holder’s reasonable belief that (i) inclusion of such Registrable
Securities in the Registration Statement could subject such Holder to
underwriter liability, or (ii) the SEC or the Staff will impose restrictions and
terms on the disposition of such Registrable Securities that are materially
inconsistent with the Plan of Distribution attached hereto as Annex
A.  In such event, the Company shall be required to file a new
registration statement for such excluded shares in accordance with Section
2(b).

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (d)  If:
(i) a Registration Statement is not filed on or prior to its Filing Date, or
(ii) the Company fails to file with the SEC a request for acceleration in
accordance with Rule 461 promulgated under the Securities Act, within five (5)
Business Days of the date that the Company is notified (orally or in writing,
whichever is earlier) by the SEC that a Registration Statement will not be
“reviewed,” or is not subject to further review, or (iii) a Registration
Statement filed or required to be filed hereunder is not declared effective by
the SEC by its Effectiveness Date, or (iv) after the Effectiveness Date, a
Registration Statement ceases for any reason to remain continuously effective as
to all Registrable Securities (other than SEC Non-Registrable Securities) for
which it is required to be effective prior to the expiration of the
Effectiveness Period, without being promptly succeeded by a subsequent
Registration Statement filed with and declared effective by the SEC, or the
Holders are not permitted to utilize the Prospectus therein to resell such
Registrable Securities for 10 consecutive Business Days or more than an
aggregate of 15 Business Days during any 12-month period (which need not be
consecutive Business Days) (any such failure or breach being referred to as an
“Event,” and
for purposes of clause (i) or (iv) the date on which such Event occurs, or for
purposes of clause (ii) the date on which such five Business Day period is
exceeded, or for purposes of clause (iv) the date on which such 10 or 15
Business Day period, as applicable, is exceeded being referred to as “Event Date”), then in
addition to any other rights the Holders may have hereunder or under applicable
law, on each such Event Date and on each monthly anniversary of each such Event
Date (if the applicable Event shall not have been cured by such date) until the
applicable Event is cured, the Company shall pay to each Holder an amount in
cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the
aggregate purchase price paid by such Holder pursuant to the Purchase Agreement
for any Purchased Securities then held by such Holder (other than SEC
Non-Registrable Securities); provided, however, that the
Company shall not incur liquidated damages under this Section 2(b) if such Event
occurs after the expiration of the Effectiveness Period; provided, further, that the
Company shall not incur liquidated damages under this Section 2(b) in excess of
10.0% of the aggregate purchase price paid by any Holder pursuant to the
Purchase Agreement for any Purchased Securities (other than SEC Non-Registrable
Securities) then held by such Holder.  If the Company fails to pay any
partial liquidated damages pursuant to this Section in full within seven days
after the date payable, the Company will pay interest thereon at a rate of 18%
per annum (or such lesser maximum amount that is permitted to be paid by
applicable law) to the Holder, accruing daily from the date such partial
liquidated damages are due until such amounts, plus all such interest thereon,
are paid in full.  Notwithstanding anything to the contrary in this
paragraph (b), if (I) any of the Events described in clauses (i), (ii), (iii),
or (iv) shall have occurred, (II) on or prior to the applicable Event Date, the
Company shall have exercised its rights under Section 3(j) hereof and (III) the
postponement or suspension permitted pursuant to such Section 3(j) shall remain
effective as of such applicable Event Date, then the applicable Event Date shall
be deemed instead to occur on the second Business Day following the termination
of such postponement or suspension.  Notwithstanding the foregoing,
the Company shall not be obligated to pay liquidated damages for a delay or
suspension of effectiveness as a result of the suspension provided in Section
3(j).  Notwithstanding anything to the contrary in this Agreement, in
the event that the SEC or the Staff (whether by means of a comment letter
provided by the SEC or the Staff relating to the Registration Statement or
otherwise) makes a determination that the registration of the Registrable
Securities under the Registration Statement may not be appropriately
characterized as secondary offerings that are eligible to be made on a shelf
basis under Rule 415 or that one or more of the Holders should be named as an
underwriter therein, then the failure to comply with Section 2(a) with respect
to such SEC Non-Registrable Securities shall not be deemed to be an
Event.  

      


      3.  Registration
Procedures

      


      In
connection with the Company’s registration obligations hereunder, the Company
shall:

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (a)  Not
less than five (5) Business Days prior to the filing of the initial Registration
Statement, or not less than three (3) Business Days  prior to the
filing of any related Prospectus or any amendment or material supplement thereto
(but not including any document that would be incorporated or deemed to be
incorporated therein by reference, and not including a Prospectus supplement or
amendment filed solely for the purpose of adding the contents of a Form 10-Q or
Form 8-K to the Prospectus filed at such as time as the Registration Statement
is on a form that does not permit “forward” incorporation by reference), (i)
furnish to each Holder copies of all such documents proposed to be filed, which
documents will be subject to the review of such Holders, and (ii) cause its
officers and directors, counsel and independent certified public accountants to
respond to such inquiries as shall be necessary, in the reasonable opinion of
respective counsel to conduct a reasonable investigation within the meaning of
the Securities Act. The Company shall not file a Registration Statement or any
such Prospectus or any amendments or supplements thereto to which the Holders of
a majority of the Registrable Securities shall reasonably object in good faith,
provided that, the Company is notified of such objection in writing no later
than three (3) Business Days after the Holders have been so furnished copies of
such documents. Each Holder agrees to furnish to the Company a completed
Registration Statement Questionnaire, as of a date not less than two (2)
Business Days prior to the Filing Date or by the end of the third (3rd) Business
Day following the date on which such Holder receives draft materials in
accordance with this Section.

      


      (b)  (i)
Prepare and file with the SEC such amendments, including post-effective
amendments, to a Registration Statement and the Prospectus used in connection
therewith as may be necessary to keep a Registration Statement continuously
effective as to the applicable Registrable Securities for the Effectiveness
Period and prepare and file with the SEC such additional Registration Statements
in order to register for resale under the Securities Act all of the Registrable
Securities; (ii) cause the related Prospectus to be amended or supplemented by
any required Prospectus supplement (subject to the terms of this Agreement), and
as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as
promptly as reasonably possible to any comments received from the SEC with
respect to a Registration Statement or any amendment thereto and as promptly as
reasonably possible provide the Holders true and complete copies of all
correspondence from and to the SEC relating to a Registration Statement; and
(iv) comply in all material respects with the provisions of the Securities Act
and the Exchange Act with respect to the disposition of all Registrable
Securities covered by a Registration Statement during the applicable period in
accordance (subject to the terms of this Agreement) with the intended methods of
disposition by the Holders thereof set forth in such Registration Statement as
so amended or in such Prospectus as so supplemented.

      


      (c)  Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant
to clauses (ii) through (vi) hereof, be accompanied by an instruction to suspend
the use of the Prospectus until the requisite changes have been made) as
promptly as reasonably possible (and, in the case of (i)(A) below, not less than
five (5) Business Days prior to such filing) and (if requested by any such
Person) confirm such notice in writing no later than one (1) Business Day
following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to a Registration Statement is proposed to be filed
(other than a Prospectus supplement filed or incorporated or deemed to be
incorporated therein by reference solely for the purpose of adding the contents
of a Form 10-Q or Form 8-K to the Prospectus filed at such as time as the
Registration Statement is on a form that does not permit “forward” incorporation
by reference); (B) when the SEC notifies the Company whether there will be a
“review” of such Registration Statement and whenever the SEC comments in writing
on such Registration Statement; and (C) with respect to a Registration Statement
or any post-effective amendment, when the same has become effective; (ii) of any
request by the SEC or any other Federal or state governmental authority for
amendments or supplements to a Registration Statement or Prospectus or for
additional information; (iii) of the issuance by the SEC or any other federal or
state governmental authority of any stop order suspending the effectiveness of a
Registration Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings for that purpose; (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; (v) of the occurrence of any event or passage of time that makes the
financial statements included in a Registration Statement ineligible for
inclusion therein or any statement made in a Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to a
Registration Statement, Prospectus or other documents so that, in the case of a
Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; and
(vi) the occurrence or existence of any pending corporate development with
respect to the Company that the Company believes may be material and that, in
the determination of the Company, makes it not in the best interest of the
Company to allow continued availability of a Registration Statement or
Prospectus; provided that any and all of such information shall remain
confidential to each Holder until such information otherwise becomes public,
unless disclosure by a Holder is required by law.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (d)  Use
its commercially reasonable efforts to avoid the issuance of, or, if issued,
obtain the withdrawal of (i) any order suspending the effectiveness of a
Registration Statement, or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment.

      


      (e)  Furnish
to each Holder, without charge, at least one conformed or electronic copy of
each such Registration Statement and each amendment thereto, including financial
statements and schedules, all documents incorporated or deemed to be
incorporated therein by reference to the extent requested by such Person, and
all exhibits to the extent requested by such Person (including those previously
furnished or incorporated by reference) promptly after the filing of such
documents with the SEC.

      


      (f)  Promptly
deliver to each Holder, without charge, as many copies of the Prospectus or
Prospectuses (including each form of prospectus) and each amendment or
supplement thereto as such Persons may reasonably request in connection with
resales by the Holder of Registrable Securities.  Subject to the terms
of this Agreement, the Company hereby consents to the use of such Prospectus and
each amendment or supplement thereto by each of the selling Holders in
connection with the offering and sale of the Registrable Securities covered by
such Prospectus and any amendment or supplement thereto, except after the giving
on any notice pursuant to Section 3(d).

      


      (g)  If
Rule 5110 of the Financial Industry Regulatory Authority (“FINRA”) requires any
broker-dealer to make a filing prior to executing a sale by a Holder, make an
Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA
Rule 5190 and respond within five Business Days to any comments received from
FINRA in connection therewith, and pay the filing fee required in connection
therewith.

      


      (h)  Prior
to any resale of Registrable Securities by a Holder, use its commercially
reasonable efforts to register or qualify or cooperate with the selling Holders
in connection with the registration or qualification (or exemption from the
Registration or qualification) of such Registrable Securities for the resale by
the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period and to do any and all other acts or things reasonably
necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by each Registration Statement; provided, that the Company
shall not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified, subject the Company to any material tax in
any such jurisdiction where it is not then so subject or file a general consent
to service of process in any such jurisdiction.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (i)  If
requested by the Holders, cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be delivered to a transferee pursuant to a Registration Statement, which
certificates shall be free, to the extent permitted by the Purchase Agreement,
of all restrictive legends, and to enable such Registrable Securities to be in
such denominations and registered in such names as any such Holders may
request.

      


      (j)  Upon
the occurrence of any event contemplated by this Section 3, as promptly as
reasonably possible under the circumstances taking into account the Company’s
good faith assessment of any adverse consequences to the Company and its
stockholders of the premature disclosure of such event, prepare a supplement or
amendment, including a post-effective amendment, to a Registration Statement or
a supplement to the related Prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, neither a Registration Statement nor such
Prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  If the Company notifies the Holders in accordance
with clauses (ii) through (vi) of Section 3(d) above to suspend the use of any
Prospectus until the requisite changes to such Prospectus have been made, then
the Holders shall suspend use of such Prospectus.  The Company will
use its commercially reasonable efforts to ensure that the use of the Prospectus
may be resumed as promptly as is practicable.  The Company shall be
entitled to exercise its right under this Section 3(j) to suspend the
availability of a Registration Statement and Prospectus, subject to the payment
of partial liquidated damages pursuant to Section 2(b), for a period not to
exceed 60 days (which need not be consecutive days) in any 12 month
period.

      


      (k)  Comply
with all applicable rules and regulations of the SEC.

      


      (l)  The
Company may require each selling Holder to furnish to the Company a certified
statement as to the number of shares of Common Stock beneficially owned by such
Holder and, if required by the SEC, the person thereof that has voting and
dispositive control over the Purchased Securities. During any periods that the
Company is unable to meet its obligations hereunder with respect to the
registration of the Registrable Securities solely because any Holder fails to
furnish such information within three Business Days of the Company’s request,
any liquidated damages that are accruing at such time as to such Holder only
shall be tolled and any Event that may otherwise occur solely because of such
delay shall be suspended as to such Holder only, until such information is
delivered to the Company.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      4.  Registration
Expenses.  All fees and expenses incident to the performance of
or compliance with this Agreement by the Company shall be borne by the Company
whether or not any Registrable Securities are sold pursuant to a Registration
Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including, without limitation, fees and expenses (A) with respect to filings
required to be made with the OTC Bulletin Board or other  market or
exchange on which the the Common Stock is then listed or quoted for trading and
(B) in compliance with applicable state securities or Blue Sky laws reasonably
agreed to by the Company in writing (including, without limitation, fees and
disbursements of counsel for the Company in connection with Blue Sky
qualifications or exemptions of the Registrable Securities and determination of
the eligibility of the Registrable Securities for investment under the laws of
such jurisdictions as requested by the Holders), (ii) printing expenses
(including, without limitation, expenses of printing certificates for
Registrable Securities and of printing prospectuses if the printing of
prospectuses is reasonably requested by the holders of a majority of the
Registrable Securities included in a Registration Statement), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance, if the Company so desires such
insurance, and (vi) fees and expenses of all other Persons retained by the
Company in connection with the consummation of the transactions contemplated by
this Agreement.  In addition, the Company shall be responsible for all
of its internal expenses incurred in connection with the consummation of the
transactions contemplated by this Agreement (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder. In no event shall the Company be
responsible for any broker or similar commissions or, except to the extent
provided for in the Transaction Documents, any legal fees or other costs of the
Holders.

       

      5.  Indemnification

      


      (a)  Indemnification by the
Company.  The Company shall, notwithstanding any termination of
this Agreement, indemnify and hold harmless each Holder, the officers,
directors, agents, brokers (including brokers who offer and sell Registrable
Securities as principal as a result of a pledge or any failure to perform under
a margin call of Common Stock), investment advisors and employees of each of
them, each Person who controls any such Holder (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, agents and employees of each such controlling Person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims,
damages, liabilities, costs (including, without limitation, reasonable
attorneys’ fees) and expenses (collectively, “Losses”), as
incurred, arising out of or relating to any untrue or alleged untrue statement
of a material fact contained in a Registration Statement, any Prospectus or any
form of prospectus or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that (i) such
untrue statements or omissions are based solely upon information regarding such
Holder furnished in writing to the Company by such Holder expressly for use
therein, or to the extent that such information relates to such Holder or such
Holder’s proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in a
Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose) or (ii) in the case of an occurrence
of an event of the type specified in Section 3(d)(ii)-(vi), the use by such
Holder of an outdated or defective Prospectus after the Company has notified
such Holder in writing that the Prospectus is outdated or defective and prior to
the receipt by such Holder of the Advice contemplated in Section
6(d).  The Company shall notify the Holders promptly of the
institution, threat or assertion of any Proceeding arising from or in connection
with the transactions contemplated by this Agreement of which the Company is
aware.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (b)  Indemnification by
Holders. Each Holder shall, severally and not jointly, indemnify and hold
harmless the Company, its directors, officers, agents and employees, each Person
who controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against all Losses, as incurred, to the extent arising
out of or based solely upon: (x) such Holder’s failure to comply with the
prospectus delivery requirements of the Securities Act or (y) any untrue or
alleged untrue statement of a material fact contained in any Registration
Statement, any Prospectus, or any form of prospectus, or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading (i) to
the extent, but only to the extent, that such untrue statement or omission is
contained in any information so furnished in writing by such Holder to the
Company specifically for inclusion in such Registration Statement or such
Prospectus or (ii) to the extent that (1) such untrue statements or omissions
are based solely upon information regarding such Holder furnished in writing to
the Company by such Holder expressly for use therein, or to the extent that such
information relates to such Holder or such Holder’s proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in a Registration Statement (it
being understood that the Holder has approved Annex A hereto for this purpose),
such Prospectus or such form of Prospectus or in any amendment or supplement
thereto or (2) in the case of an occurrence of an event of the type specified in
Section 3(d)(ii)-(vi), the use by such Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the
Prospectus is outdated or  defective and prior to the receipt by such
Holder of the Advice contemplated in Section 6(d).  In no event shall
the liability of any selling Holder hereunder be greater in amount than the
dollar amount of the net proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification
obligation.

      


      (c)  Conduct of Indemnification
Proceedings. If any Proceeding shall be brought or asserted against any
Person entitled to indemnity hereunder (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “Indemnifying Party”)
in writing, and the Indemnifying Party shall have the right to assume the
defense thereof, including the employment of counsel reasonably satisfactory to
the Indemnified Party and the payment of all fees and expenses incurred in
connection with defense thereof; provided, that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its
obligations or liabilities pursuant to this Agreement, except (and only) to the
extent that it shall be finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) that such
failure shall have prejudiced the Indemnifying Party.

      


      An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and expenses; (2) the Indemnifying Party shall have failed promptly to
assume the defense of such Proceeding and to employ counsel reasonably
satisfactory to such Indemnified Party in any such Proceeding; or (3) the named
parties to any such Proceeding (including any impleaded parties) include both
such Indemnified Party and the Indemnifying Party, and such Indemnified Party
shall reasonably believe that a material conflict of interest is likely to exist
if the same counsel were to represent such Indemnified Party and the
Indemnifying Party (in which case, if such Indemnified Party notifies the
Indemnifying Party in writing that it elects to employ separate counsel at the
expense of the Indemnifying Party, the Indemnifying Party shall not have the
right to assume the defense thereof and the reasonable fees and expenses of one
separate counsel shall be at the expense of the Indemnifying
Party).  The Indemnifying Party shall not be liable for any settlement
of any such Proceeding effected without its written consent, which consent shall
not be unreasonably withheld.  No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party, unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such
Proceeding.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      Subject
to the terms of this Agreement, all reasonable fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent incurred
in connection with investigating or preparing to defend such Proceeding in a
manner not inconsistent with this Section) shall be paid to the Indemnified
Party, as incurred, within ten Business Days of written notice thereof to the
Indemnifying Party; provided, that the
Indemnified Party shall promptly reimburse the Indemnifying Party for that
portion of such fees and expenses applicable to such actions for which such
Indemnified Party is not entitled to indemnification hereunder, determined based
upon the relative faults of the parties.

      


      (d)  Contribution.  If
the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
Party or insufficient to hold an Indemnified Party harmless for any Losses, then
each Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and Indemnified Party in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such Indemnifying
Party and Indemnified Party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission of a material fact,
has been taken or made by, or relates to information supplied by, such
Indemnifying Party or Indemnified Party, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action, statement or omission.  The amount paid or payable by a party
as a result of any Losses shall be deemed to include, subject to the limitations
set forth in this Agreement, any reasonable attorneys’ or other reasonable fees
or expenses incurred by such party in connection with any Proceeding to the
extent such party would have been indemnified for such fees or expenses if the
indemnification provided for in this Section was available to such party in
accordance with its terms.

      


      The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding
paragraph.  Notwithstanding the provisions of this Section 5(d), no
Holder shall be required to contribute, in the aggregate, any amount in excess
of the amount by which the proceeds actually received by such Holder from the
sale of the Registrable Securities subject to the Proceeding exceeds the amount
of any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission, except
in the case of fraud by such Holder.

      


      The
indemnity and contribution agreements contained in this Section are in addition
to any liability that the Indemnifying Parties may have to the Indemnified
Parties.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      6.  Miscellaneous

      


      (a)  Remedies.  In
the event of a breach by the Company or by a Holder, of any of their obligations
under this Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by law and under this
Agreement, including recovery of damages, will be entitled to specific
performance of its rights under this Agreement.  The Company and each
Holder agree that monetary damages would not provide adequate compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

      


      (b)  No Piggyback on
Registrations.  Except as set forth in the Purchase Agreement,
neither the Company nor any of its security holders (other than the Holders in
such capacity pursuant hereto) may include securities of the Company in the
initial Registration Statement other than the Registrable
Securities.  No Person has any right to cause the Company to effect
the registration under the Securities Act of any securities of the
Company.  The Company shall not file any other registration statements
until the initial Registration Statement required hereunder is declared
effective by the SEC, provided that this Section 6(b) shall not prohibit the
Company from filing amendments to registration statements already
filed.

      


      (c)  Compliance.  Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to a Registration Statement.

      


      (d)  Discontinued
Disposition.  Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(d), such Holder will
forthwith discontinue disposition of such Registrable Securities under a
Registration Statement until such Holder’s receipt of the copies of the
supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the “Advice”) by the
Company that the use of the applicable Prospectus may be resumed, and, in either
case, has received copies of any additional or supplemental filings that are
incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement.  The Company will use its commercially
reasonable efforts to ensure that the use of the Prospectus may be resumed as
promptly as it practicable.  The Company agrees and acknowledges that
any periods during which the Holder is required to discontinue the disposition
of the Registrable Securities hereunder shall be subject to the provisions of
Section 2(b).

      


      (e)  Amendments and
Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given, unless the
same shall be in writing and signed by the Company and each Holder of the then
outstanding Registrable Securities.  Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders and that does not directly or
indirectly affect the rights of other Holders may be given by Holders of all of
the Registrable Securities to which such waiver or consent relates; provided, however, that in the
event the Company shall deliver written notice to a Holder with respect to a
requested waiver or amendment, such Holder shall be deemed to have consented and
agreed to such amendment or waiver if such Holder does not provide written
notice to the Company indicating such Holder’s non-consent within ten (10) days
of delivery by the Company of such written notice;  provided, further, that the
provisions of this sentence may not be amended, modified, or supplemented except
in accordance with the provisions of the immediately preceding
sentence.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (f)  Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be delivered as set forth in the Purchase
Agreement.

      


      (g)  Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties and shall inure to
the benefit of each Holder. The Company may not assign its rights or obligations
hereunder without the prior written consent of all of the Holders of the
then-outstanding Registrable Securities. Each Holder may assign their respective
rights hereunder in the manner and to the Persons as permitted under the
Purchase Agreement.

      


      (h)  No Inconsistent
Agreements. Neither the Company nor any of its subsidiaries has entered,
as of the date hereof, nor shall the Company or any of its subsidiaries, on or
after the date of this Agreement, enter into any agreement with respect to its
securities, that would have the effect of impairing the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions
hereof.  Except as set forth in the Purchase Agreement, or in
connection with the Transaction Documents and the transactions contemplated
hereby and thereby, neither the Company nor any of its subsidiaries has
previously entered into any agreement granting any registration rights with
respect to any of its securities to any Person that have not been satisfied in
full.

      


      (i)  Execution and
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same
Agreement.  In the event that any signature is delivered by facsimile
or other electronic transmission, such signature shall create a valid binding
obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile or other
electronic signature were the original thereof.

      


      (j)  Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined with the
provisions of the Purchase Agreement.

      


      (k)  Cumulative
Remedies.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

      


      (l)  Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

      


      (m)  Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (n)  Independent Nature of
Holders’ Obligations and Rights.  The obligations of each
Holder hereunder are several and not joint with the obligations of any other
Holder hereunder, and no Holder shall be responsible in any way for the
performance of the obligations of any other Holder hereunder.  Nothing
contained herein or in any other agreement or document delivered at any closing,
and no action taken by any Holder pursuant hereto or thereto, shall be deemed to
constitute the Holders as a partnership, an association, a joint venture or any
other kind of entity, or create a presumption that the Holders are in any way
acting in concert with respect to such obligations or the transactions
contemplated by this Agreement.  Each Holder shall be entitled to
protect and enforce its rights, including without limitation the rights arising
out of this Agreement, and it shall not be necessary for any other Holder to be
joined as an additional party in any proceeding for such purpose.

      


      *************************

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

      


       

      
         

        
          
            	 
      	
                    OCZ
      TECHNOLOGY GROUP, INC.

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
                    By:

                  	 
      	 
      
	 
      	 
      	
                    Name:

                  	 
      	 
      
	 
      	 
      	
                    Title:

                  	 
      	 
      


          

        

      

      


      


      


      


      [SIGNATURE
PAGES OF PURCHASERS FOLLOW]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SIGNATURE
PAGE OF PURCHASERS TO

      OCZ
TECHNOLOGY GROUP, INC.

      REGISTRATION
RIGHTS AGREEMENT

      


      


      


      


      Name of
Purchaser: ____________________________________________

      


      


      Signature of Authorized
Signatory:               
_________________________________________

      Name:
____________________________________

      Title:
_____________________________________

      


      


      


      [SIGNATURE
PAGES CONTINUE]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ANNEX
A

      


      Plan of
Distribution

      


      Each
Selling Stockholder (the “Selling
Stockholders”) of the common stock (“Common Stock”) of OCZ
Technology Group, Inc., a Delaware corporation (the “Company”) and any of
their pledgees, assignees and successors-in-interest may, from time to time,
sell any or all of their shares of Common Stock included in this prospectus on
the OTC Bulletin Board or any other stock exchange, market or trading facility
on which the shares are traded or in private transactions.  These
sales may be at fixed or negotiated prices.  A Selling Stockholder may
use any one or more of the following methods when selling shares:

      


      
        	
                 
      

              	
                ·

              	
                ordinary
      brokerage transactions and transactions in which the broker-dealer
      solicits purchasers;

              


      

      


      
        	
                 
      

              	
                ·

              	
                block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but may position and resell a portion of the block as principal to
      facilitate the transaction;

              


      

      


      
        	
                 
      

              	
                ·

              	
                purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;

              


      

      


      
        	
                 
      

              	
                ·

              	
                an
      exchange distribution in accordance with the rules of the applicable
      exchange;

              


      

      


      
        	
                 
      

              	
                ·

              	
                privately
      negotiated transactions;

              


      

      


      
        	
                 
      

              	
                ·

              	
                settlement
      of short sales entered into after the effective date of the registration
      statement of which this prospectus is a
part;

              


      

      


      
        	
                 
      

              	
                ·

              	
                broker-dealers
      may agree with the Selling Stockholders to sell a specified number of such
      shares at a stipulated price per
share;

              


      

      


      
        	
                 
      

              	
                ·

              	
                through
      the writing or settlement of options or other hedging transactions,
      whether through an options exchange or
  otherwise;

              


      

      


      
        	
                 
      

              	
                ·

              	
                a
      combination of any such methods of sale;
or

              


      

      


      
        	
                 
      

              	
                ·

              	
                any
      other method permitted pursuant to applicable
  law.

              


      

      


      The
Selling Stockholders may also sell shares under Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”), if
available, rather than under this prospectus.

      


      Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales.  Broker-dealers may receive commissions or
discounts from the Selling Stockholders (or, if any broker-dealer acts as agent
for the purchaser of shares, from the purchaser) in amounts to be negotiated,
but, except as set forth in a supplement to this Prospectus, in the case of an
agency transaction not in excess of a customary brokerage commission in
compliance with NASD Rule 2440 of the Financial Industry Regulatory Authority
(“FINRA”); and
in the case of a principal transaction a markup or markdown in compliance with
FINRA’s NASD IM-2440.

      


      In
connection with the sale of the Common Stock or interests therein, the Selling
Stockholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the Common
Stock in the course of hedging the positions they assume.  The Selling
Stockholders may also sell shares of the Common Stock short and deliver these
securities to close out their short positions, or loan or pledge the Common
Stock to broker-dealers that in turn may sell these securities.  The
Selling Stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions for the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such
transaction).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
Selling Stockholders and any broker dealers or agents that are involved in
selling the shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales.  In such event, any
commissions received by such broker dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.  Each Selling
Stockholder has informed the Company that it does not have any written or oral
agreement or understanding, directly or indirectly, with any person to
distribute the Common Stock.

      


      The
Company is required to pay certain fees and expenses incurred by the Company
incident to the registration of the shares.  The Company has agreed to
indemnify the Selling Stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act.

      


      Because
Selling Stockholders may be deemed to be “underwriters” within the meaning of
the Securities Act, they will be subject to the prospectus delivery requirements
of the Securities Act.  In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than under this prospectus.  Each
Selling Stockholder has advised us that they have not entered into any written
or oral agreements, understandings or arrangements with any underwriter or
broker-dealer regarding the sale of the shares registered
hereunder.  There is no underwriter or coordinating broker acting in
connection with the proposed sale of the shares registered hereunder by the
Selling Stockholders.

      


      We agreed
to keep this prospectus effective until the earlier of (i) the date on which the
shares may be resold by the Selling Stockholders without registration and
without regard to any volume limitations by reason of Rule 144 under the
Securities Act or any other rule of similar effect or (ii) all of the shares
have been sold pursuant to the prospectus or Rule 144 under the Securities Act
or any other rule of similar effect.  The shares registered hereunder
will be sold only through registered or licensed brokers or dealers if required
under applicable state securities laws. In addition, in certain states, such
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

      


      Under
applicable rules and regulations under the Exchange Act, any person engaged in
the distribution of the shares registered hereunder may not simultaneously
engage in market making activities with respect to the Common Stock for the
applicable restricted period, as defined in Regulation M, prior to the
commencement of the distribution.  In addition, the Selling
Stockholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including Regulation M, which may limit
the timing of purchases and sales of shares of the Common Stock by the Selling
Stockholders or any other person.  We will make copies of this
prospectus available to the Selling Stockholders and have informed them of the
need to deliver a copy of this prospectus to each purchaser at or prior to the
time of the sale.