] Shares SMART Global Holdings, Inc. Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
SMART Global Holdings, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to sell [•] ordinary shares (the “Firm Shares”), par value $0.03 per share, in the capital of the Company (the “Ordinary Shares”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to [•] additional Ordinary Shares on the terms set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares”. This Agreement is to confirm the agreement concerning the purchase of the Shares from the Company by the Underwriters.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 5, 2016, among SMART Worldwide Holdings, Inc. as successor to SMART Modular Technologies (Global Holdings), Inc. (formerly known as SMART Modular Technologies (Global Memory Holdings), Inc.),...Credit Agreement • May 11th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 5, 2016 (this “Agreement”), among SMART Worldwide Holdings, Inc. as successor to SMART Modular Technologies (Global Holdings), Inc. (formerly known as SMART Modular Technologies (Global Memory Holdings), Inc.), a Cayman Islands exempted company (“Holdings”), SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company (the “Parent Borrower”), SMART Modular Technologies, Inc., California corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), the LENDERS party hereto and BARCLAYS BANK PLC, as Administrative Agent.
ContractTransaction and Management Fee Agreement • May 11th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • Delaware
This AMENDED AND RESTATED TRANSACTION AND MANAGEMENT FEE AGREEMENT (this “Agreement”) is dated as of November 5, 2016 and is among SMART Worldwide Holdings, Inc. (f/k/a SMART Modular Technologies (WWH), Inc., as successor to Saleen Acquisition, Inc.), a Cayman Islands exempted company (together with its successors, the “Company”), Silver Lake Management Company III, L.L.C., a Delaware limited liability company (“SLMC”), and Silver Lake Management Company Sumeru, L.L.C., a Delaware limited liability company (“SLMCS” and together with SLMC, the “Managers” and each a “Manager”).
SMART GLOBAL HOLDINGS, INC. AMENDED AND RESTATED INVESTORS SHAREHOLDERS AGREEMENT Dated as of November 5, 2016Investors Shareholders Agreement • May 11th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • Delaware
This AMENDED AND RESTATED INVESTORS SHAREHOLDERS AGREEMENT (as may be amended, supplemented, restated or modified from time to time, this “Agreement”) is made as of November 5, 2016, by and among SMART Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company (together with its successors and assigns, the “Company”), Silver Lake Partners III Cayman (AIV III), L.P., a Cayman Islands exempted limited partnership (the “SLP Investor”), Silver Lake Technology Investors III Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLP Co-Investor”), Silver Lake Sumeru Fund Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLS Investor”), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLS Co-Investor”), the Management Investors (as defined below) and the Warrant Investors (as defined below).
SMART GLOBAL HOLDINGS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of November 5, 2016Registration Rights Agreement • May 11th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as may be amended, supplemented, restated or modified from time to time, this “Agreement”) is made as of November 5, 2016, by and among SMART Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company, Silver Lake Partners III Cayman (AIV III), L.P., a Cayman Islands exempted limited partnership (the “SLP Investor”), Silver Lake Technology Investors III Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLP Co-Investor”), Silver Lake Sumeru Fund Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLS Investor”), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLS Co-Investor”), Mr. Ajay B. Shah, an individual (“Mr. Shah”), Krishnan-Shah Family Partners, L.P., Fund No. 1, a California limited partnership (“Shah Fund 1”), Krishnan-Shah Family Partners, L.P., Fund No. 3, a California limited partnership (“Shah Fund 3”),
SMART GLOBAL HOLDINGS, INC. WARRANT TO PURCHASE ORDINARY SHARESJoinder Agreement • May 11th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • Delaware
This certifies that in consideration of value received by the Company (as defined below), receipt of which is hereby acknowledged, [•]1, a [•] [•], or its Permitted Warrant Transferees (as defined below), is entitled, subject to the terms and conditions of this Warrant, to purchase from the Company at a price per Warrant Share (as defined below) equal to the Exercise Price (as defined below) up to an aggregate of [•] ([•]) Warrant Shares (subject to adjustment as provided herein), upon surrender of this Warrant at the principal offices of the Company, together with a Subscription Form, a Joinder (in each case as defined below) and simultaneous payment of an amount equal to the product obtained by multiplying the Exercise Price by the number of Warrant Shares so purchased in lawful money of the United States, or by an election to net exercise as set forth in Section 2.5. The Exercise Price and the number and character of Warrant Shares purchasable under this Warrant are subject to adjus
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • May 11th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 5, 2016, is made and entered into among SMART Worldwide Holdings, Inc. (as successor in interest to SMART Modular Technologies (Global Holdings), Inc. (f.k.a. SMART Modular Technologies (Global Memory Holdings), Inc.)), a Cayman Islands exempted company (“Holdings’), SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company (the “Parent Borrower”) and the Lenders party hereto and Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 11th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices
This Indemnification Agreement is dated as of [•] (this “Agreement”) and is between Smart Global Holdings, Inc., a Cayman Islands exempted company (the “Company”), and [director/officer] (“Indemnitee”).
SALEEN HOLDINGS, INC. EMPLOYEE INVESTORS SHAREHOLDERS AGREEMENT Dated as of August 26, 2011Employee Investors Shareholders Agreement • May 11th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • Delaware
This EMPLOYEE INVESTORS SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of August 26, 2011, by and among Saleen Holdings, Inc., a Cayman Islands exempted company (together with its successors and assigns, the “Company”), Silver Lake Partners III Cayman (AIV III), L.P., a Cayman Islands exempted limited partnership (the “SLP Investor”), Silver Lake Technology Investors III Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLP Co-Investor”), Silver Lake Sumeru Fund Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLS Investor”), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLS Co-Investor”), and the Employee Investors (as defined below) who becomes a party hereto.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • May 11th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as of December 4, 2015, is made and entered into among SMART Worldwide Holdings, Inc. (as successor in interest to SMART Modular Technologies (Global Holdings), Inc. (f.k.a. SMART Modular Technologies (Global Memory Holdings), Inc.)), a Cayman Islands exempted company (“Holdings’), SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company (the “Parent Borrower”) and the Revolving Lenders party hereto and Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • May 11th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 19, 2014, is made and entered into among SMART Modular Technologies (Global Holdings), Inc. (f.k.a. SMART Modular Technologies (Global Memory Holdings), Inc.), a Cayman Islands exempted company (“Holdings”), SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company (the “Parent Borrower”), SMART Modular Technologies, Inc., California corporation (the “Co - Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), the other Lenders party hereto and Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).
