Article 1.01 Entering into a Substantive Final Agreement
The Offering has been made under a prospectus supplement and accompanying prospectus filed with the
Under the Underwriting Agreement, the Company agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to any payments the Underwriter may be required to make as a result of such liabilities. In addition, the Underwriting Agreement also contains customary representations, warranties and agreements by the Company and customary closing conditions, obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement are made only for the purposes of such agreement and as of specific dates, were for the sole benefit of the parties to such agreement, and may be subject to restrictions imposed by such parties have been agreed.
In connection with the Offering, the Company, the directors and executive officers of the Company and EagleTree have also agreed not to sell or transfer common stock without first obtaining the written consent of the Underwriter, subject to certain exceptions, for a period of (x) the earlier of (i) 90 days from the date of the Prospectus (as defined in the Underwriting Agreement) and (ii) the opening of trading on the first trading day immediately following the public announcement of the Company’s results for the end of the quarter
A copy of the Underwriting Agreement is attached as Exhibit 1.1 and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements are not intended to be exhaustive and are qualified in their entirety by reference to such appendix.
A copy of the opinion of
Item 8.01 Other events.
Section 9.01 Financial statements and appendices.
(d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, dated as of
November 14, 2022, between Corsair Gaming, Inc.and Goldman Sachs & Co. LLC5.1 Opinion of Latham & Watkins LLP23.1 Consent of Latham & Watkins LLP(included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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